The GPT Group (GPT) Earnings Call Transcript & Summary

May 11, 2022

Australian Securities Exchange AU Real Estate Diversified REITs shareholder_meeting 95 min

Earnings Call Speaker Segments

Vickki McFadden

executive
#1

Good morning, ladies and gentlemen, my name is Vickki McFadden and I am the chairman of The GPT Group. On behalf of my fellow Directors, I would like to welcome you to GPT’s 2022 Annual General Meeting. After a fully online AGM last year, I am pleased that this meeting is being held in a hybrid format, with some security holders attending in person and some attending online. I am chairing today's meeting from the Swiss Hotel in Sydney, and we acknowledge the traditional custodians of this land, the Gadigal people of the Eora nation, and pay our respects to elders past, present and emerging. As this meeting is being attended by some securities holders online, I also, acknowledge the traditional custodians of the various lands on which our security holders are participating today, and the first nations people joining this meeting today, here in Australia and around the world. I am advised by the company's secretary that we have a quorum present, and I declare the meeting open. Security holders can participate in the proceedings, vote and ask questions, here in person today, and also, using the online platform. Questions can also, be asked using the telephone facility provided, but voting cannot be conducted over the telephone. If you experience any difficulties in participating in the meeting, using the online platform, you can call the helpline number set out on the screen. The helpline number can also, be found in the AGM online guide on the Annual General Meetings page of GPT's website. If you are participating online and have a question that you would like to put to the meeting, you may wish to enter your questions online before the formal part of the meeting commences, and we will address them at the appropriate time during the meeting. If you wish to ask questions via the telephone, the details can be found in the AGM online guide. I would like to welcome all of the Directors of GPT to our meeting today. In the room we have Tracey Horton, Mark Menhinnitt, Michelle Summerville, Robert Whitfield, and GPT CEO and Managing Director, Bob Johnston. Unfortunately, Anne Brennan and Angus McNaughton are unable to be present in person with us today, as they are both unwell with COVID and isolating. Both Anne and Angus are present online. We are also, joined by our General Council and Company Secretary, Marissa Bendick and other members of the Executive Leadership Team and Sue Horlin, the Lead Partner of the Group's external auditors, PwC. 2021 was another year punctuated by the impacts of the global pandemic and the measures implemented to protect the health and safety of the community. Its effects have been far reaching, taking a toll on our people, our customers, and the community. The resilience and commitment of our teams to achieve business performance and to support our customers and communities has been remarkable, and I would like to thank our team for their continuous contribution during a difficult period. Despite the pandemic impacts, the group delivered funds from operations of 554.5 million in 2021, in line with the prior year, and distributions totaling 23.20 cents per security, which is an increase of 3.1%. During the year, we continued to execute on our strategic objectives. Our logistics portfolio has grown through both developments and acquisitions, and now represents approximately 27% of the Group’s diversified real estate portfolio. The logistic sector is benefiting from strong structural tailwinds and ongoing investor demand. We enhanced our office portfolio through the completion of 32 Smith Street in Parramatta and Queen and Collins in Melbourne. And more recently we sold two retail assets, Casuarina Square in Darwin, along with Wollongong Central. These transactions reposition our real estate portfolio so, that we are better placed to deliver ongoing returns for investors. Portfolio revaluation gains for the year were in excess of $900 million, largely driven by valuation gains across our logistics portfolio. This resulted in a total return of 14.1% being achieved for the year. Following the regular review of the group strategy in 2021, our continued leadership in environmental, social and governance matters was elevated to a strategic priority. Excellent in ESG underpins our activities and the business' future performance. GPT’s strong credentials are recognized in international sustainability benchmarks, awarding top tier ratings to the Group, including ranking second globally for real estate in the Dow Jones sustainability index, and as measured by GRESB, we again achieve the maximum five-star status for our ESG management and performance. Leading sustainability credentials are important to our tenants and their employees. We have more carbon neutral building certified floor space than any other Australian property owner, and the group remains on track to achieve our ambitious target for all our managed assets to be operating carbon neutral, by the end of 2024. It is pleasing to report that GPT has reduced its emissions intensity by 82%, and our energy intensity by 55%, against our 2005 baseline. Aligned with the recommendations of the taskforce on climate related financial disclosures, we have released our third climate disclosure statement. This statement outlines our progress and priorities in addressing climate related risk, and how this is considered as part of our investment development and asset management activities. We released our second Modern Slavery Statement in December, that sets out the actions we have taken and proposed to take in order to identify and prevent modern slavery taking place within our operations and across our supply chains. We are currently undertaking a detailed audit for cleaning maintenance and security across our retail assets. Our people and culture are fundamental to delivering on our objective to create long term security holder value. We are recognized as an employer of choice for gender equality, and we're again recognized as an inclusive employer by the Workplace Gender Equality Agency and the Australian Workplace Equality Index. This is pleasing recognition of our continued progress towards the Group's diversity and inclusion objectives. Our CEO and Managing Director, Bob Johnston, continues his active membership of the property champions of change coalition, to improve inclusion and reduce gender bias across the property sector. We completed our stretch reconciliation action plan during the year, and will continue to contribute to reconciliation through our next wrap, which will be released in 2022. Corporate governance is a central part of GPT's commitment to our security holders. Tracey Horton, the chairman of the human resources, and remuneration committee, and I, met with a number of security holders over recent weeks, to discuss group performance, our approach to remuneration and general governance matters. We thank you for sharing your views and value your feedback. Each year the board completes a review of its performance, and while there is always room for improvement, I'm very pleased to report the review was positive. Anne Brennan joined the board earlier this month and is standing for election today at today's meeting. Anne brings to GPT valuable finance and public company experience. Anne stands for election today with the full support of the Board. Angus McNaughton has decided to retire from the Board at the conclusion of today's AGM. Angus has been a Director of GPT since 2018, and has made a significant contribution to the board and the committees on which he has served during his tenure. I, and my fellow Directors, would like to thank Angus for his valuable contribution to GPT, and wish in the very best in his future endeavours. The Board's mix of skills, experience diversity and tenure continues to provide effective governance and direction for GPT. We are confident that the Board has the suitable composition to guide the Group and support management in the execution of the Group strategy. I wish to acknowledge the dedication of the management team, our employees, and my Board colleagues, and to thank them for their hard work and resilience during another challenging year. Finally, I thank our security holders for their continued support of GPT. I now invite our CEO and Managing Director, Bob Johnston, to address the meeting.

Robert Johnston

executive
#2

Thank you, chairman and good morning, everyone. I would also, like to acknowledge the Gadigal people of the Eora nation, and pay my respects to elders past, present and emerging. I am pleased to report on our performance and progress in 2021. Last year was again, a year in which our teams had to work closely with our customers and communities, as lockdown measures were implemented, in response to the rapid spread of the Delta variant of COVID 19. Despite the lockdowns being more in extensive than in 2020, the group delivered an increase in FFO and distributions per security, for 2021, and a statutory profit in excess of $1.4 billion. It was also, an active year for the group, as we continued to rebalance our portfolio weightings, execute on our development pipeline, expand capital partnerships and deliver on sustainability objectives. Our logistics portfolio grew to $4.4 billion in value, and now represents 27% of the group's total portfolio. We are creating high quality assets through our $1.6 billion development pipeline, for both the balance sheet and the QuadReal Partnership. We established the Partnership initially targeted an $800 million capital investment. This was increased to $1 billion, mid last year, and with that, 70% of that capital now being committed, the partnership has been further increased with the target capital investment now being $2 billion. We completed office developments with an end value of $800 million, last year, including 32 Smith in Parramatta, and the Queen & Collins development in Melbourne, for the GPT wholesale office fund, GWOF. Our office team also, amalgamated a large future development site in the Parramatta CBD, for the office fund. We have advanced mix use schemes for many of our retail assets, notably the master plan for a mixed use development at Highpoint Shopping Centre, has been approved, providing a significant opportunity to add value to what is already a dominant asset in its market. The GPT Wholesale Shopping Centre fund is also, now in a strong position to execute on its mixed use development pipeline, and consider acquisition opportunities to enhance the portfolio, following the sale of the Wollongong Central Asset, as well as Casuarina Square. Underpinning our growth objectives is our strong balance sheet and leading ESG capabilities. Funds management remains a key focus for the group, and I'm pleased to report that Unisuper recently engaged with GPT, on a proposal to transition the management of its portfolio of direct real estate investments, to GPT. The portfolio of four retail and two office assets has a value of approximately $2.8 billion, and includes Karrinyup Shopping Centre in Perth, along with a 25% interest in Brookfield Place here in Sydney. Our office portfolio has a value of $6.1 billion, and delivered strong results for the group in 2021. At the end of March, occupancy was 92%. While the office leasing market remains competitive and was relatively subdued during the first quarter of this year, we anticipate that leasing activity will improve, as conditions normalize and businesses seek high quality space to encourage staff back to the workplace. Our office portfolio has an average NABERs energy rating of 5.8 stars, which is a strong benchmark, reflecting our commitment to owning and managing sustainable buildings, and reducing emissions. COVID has accelerated a number of trends, but one in particular is the future of how we work. Organizations adapted well to remote working through COVID, and for many people, remote working has provided a better work life balance. There is no doubt, however, that the workplace remains an important part how organizations drive collaboration, experiential learning, and growth. We expect that most organizations will adopt a form of hybrid working, where employees work from home some days, although for most people, I expect the majority of the work week will continue to be in the office. Our customers are seeking greater flexibility and more on demand space. Distinctive office spaces are also, being sought out, to win the war for talent and end the commute into the CVD. [Indiscernible] changing into collaboration spaces, and our customers want the landlord to take care of a lot of the pain points, and provide space as a service. We are responding to these changing dynamics, and positioning our assets with enhanced amenity, technology upgrades and fitted space, to cater for these evolving customer needs. The office market will remain challenging in the near term, but GPT's high quality assets are in prime locations in the deepest markets in Australia, and I expect we will benefit from a flight to quality, given the amenity, our assets provide. Creating the next generation of assets, also, remains a focus for our development team. We have received development application approval for a 20,000 square meter office development, above Melbourne central retail. This development has an estimated end value of around $260 million. At our Cockle Bay Park in Sydney, we have progressed the 63,000 square meter office tower development, and we expect the development application to be determined by the end of this year. The estimated end value of GPT and GWOF’s share of the project is $1.6 billion. Overall, we have an office development pipeline across our office fund end balance sheet that has an end value in excess of $4.5 billion. The logistics sector and our portfolio, continues to enjoy strong tailwinds, and we expect this momentum to continue for some time. Our logistics portfolio has a value of $4.4 billion, and delivered strong results in 2021, with growing contributions from development completions and acquisitions. Portfolio occupancy is currently 97.5% and the portfolio has a weighted average lease expiry of 6.3 years. A core plank of our strategy has been to increase the scale of our logistics portfolio, whilst maintaining a focus on quality. As you can see from this slide, the portfolio has grown materially over the last four years, through acquisitions, developments and valuation growth. More than 40% of the portfolio has been delivered through development, leveraging our team's capabilities to create high quality assets in prime locations. During 2021, we completed developments and exchange acquisitions of $1.3 billion. We acquired 24 assets for $669 million. Within the QuadReal Partnership, we secured three funds through acquisitions, with a value in excess of 300 million, and these will complete in 2022 and 2023. Our land bank was expanded, with Kemps Creek estate now 37 hectares, following the acquisition of an adjoining site. The QuadReal Partnership also, secured its first project in Sydney, acquiring 10 hectares in Sydney's west, along with three development sites, in Brisbane. We continue to make good progress with our development projects, despite some recent delays, due to abnormal weather conditions during the March quarter. The group remains well placed, to deliver further growth in the logistics sector. Turning now to retail; while last year was heavily affected by COVID restrictions, our retailers continued to adapt, and our customers enthusiastically returned to our centres, once restrictions were lifted. Despite the challenging year, occupancy is above 99%, which is a great outcome and demonstrates the resilience and quality of our assets. In March, customer visitations for the portfolio were up 8.8% on March last year. We've seen a strong recovery in sales over the last two months, following the shadow lockdown from Omicron, in January. March sales across our portfolio were generally well above 2019 levels, with the main exception being Melbourne Central. Melbourne Central, which prior to COVID, was the most productive shopping centre in the country, is lagging in its recovery due to the slow return of workers to the CBD. The ramp up of students attending classes, the reopening of borders, and the return of CBD workers will accelerate the recovery of this asset. Total specialty sales were up 9.9% in February, and 8.7% in March, on the prior year. There was strong retail leasing inquiry in the March quarter, translating into 231 leasing deals being executed. Specialty leasing spreads have continued to improve, and new deals have rental increases, which average 4.2% per, and an average term of 4.4 years. We are continuing to progress development opportunities across our retail portfolio. The planned mixed use development, at the Rouse Hill town centre will capitalize on the exceptional performance of this asset. The Rouse Hill town centre is a beneficiary of direct connections to key infrastructure, including the rail, and the proposed new public hospital. The development will deliver 10.5 thousand square meters of incremental retail space, and over 220 residential apartments. Adjoining the centre, is the nine hectare Northern Precinct, which provides us with a unique development opportunity, which will support a range of health, commercial, and residential uses. In December last year, the master plan for a mixed use development at Highpoint Shopping Centre was approved, providing significant opportunity to add value to what is already a dominant asset in this market. The approved mixed use master plan allows the centre to transform into a total and true urban village. The approval provides for an additional 148,000 square meters of commercial space, and approximately 3,000 apartments, when it's complete. Despite the disruptions of COVID 19 last year, our employees also, found ways to give back to the community. Nearly 90% of employees participated in the GPT Foundation programs during the year, and in total, we provided in excess of $8 million of community investment, through financial and in kind support. Our people live our values and are at the heart of delivering on our purpose and strategy. I'd like to acknowledge and thank GPT employees, for their passion and commitment, in delivering the outcomes they have for all our stakeholders. We have an engaged and empowered team at GPT, and this coupled with our high quality portfolio and our strong balance sheet provides – positions us well to continue to grow security holder value, over the medium term. While uncertainty remains in our trading environment, including rising interest rates, GBT expects to deliver funds from operation, in the range of 31.7 to 32.40 cents per security, and a distribution of 25 cents per security, for the full year 2022. This is in line with the guidance we provided to the market in February. In closing, I'd like to thank the Chairman and the Board, for their guidance and support during another challenging period. I'd also, like to thank you, our security holders for your ongoing support of GPT. I'd now like to hand back to the Chairman. Thank you.

Vickki McFadden

executive
#3

Thank you, Bob. Turning now to the formal business of the meeting; those security holders, proxy holders, and representatives here at the meeting in person and entitled to vote, can cast their votes on the yellow voting card provided on registration. If you are a GPT security holder and did not have the voting card, please see a link market services representative, who are located just outside the room. Voting cards will be collected by link market services representatives at the conclusion of the meeting. For those participating online, you can vote using the electronic voting card, available when you registered online today. If you have any questions about casting your vote online, please refer to the AGM online guide or call us on the number set out in the guide or on the screen in front of you. All resolutions will be decided on a poll. The results of the polls will be declared and released to the Australian Securities Exchange, later today. I will now open the poll in respect of all motions that security holders will vote on today. For those participating online, you can submit your votes at any time until the poll closes. You do not need to wait until the relevant item of business. The poll will close five minutes after the conclusion of today's meeting. Some of you participating in the meeting today may have questions, and we will ensure there is plenty of time for you to ask them. Members of our team are standing with microphones throughout the room for those attending in person. If you would like to ask a question, please raise your voting card, and a microphone will be made available for you to ask your question. Please introduce yourself and say your name, prior to asking the question. I would ask that you direct questions to me, in the first instance. Eligible security holders, who have registered, can also, ask questions online or via the telephone. For those eligible participants who have registered online, as a security holder or proxy holder, you can submit questions to the meeting by clicking on the ‘ask a question’ box. If you have already submitted a question online, we will respond to that question at the relevant item of business. For those wishing to ask questions on the telephone, please follow the instructions in the notice of meeting and in the AGM online guide. General questions, which do not relate to the formal items of business, will be considered after the formal items. A copy of the notice meeting has been distributed, and I will now move to the matters set out in the notice. Item one calls for the receipt of the director's report and financial statements, for the year ended 31st of December 2021, together with the auditor's report. While there is no resolution for this item. This is an opportunity to discuss the director's report, the auditor's report and financial statements, and ask any questions you may have for the Board or our auditors, PWC.

Vickki McFadden

executive
#4

I now invite questions, in relation to these reports and financial statements. I will first take questions from those present in the room. Please raise your yellow card, if you have a question.

Stephen Mayne;Columnist

attendee
#5

Morning chair, Stephen Mayne, Shareholder. My first question is on valuations, so, we claim in our audited accounts, as of February, to have net assets of 11.67 billion. Yet our market capitalization, today, is just under 9 billion. Could auditor, Susan Horlin, from PWC, please comment on the process that she went through, to be comfortable that the accounts weren't inaccurate. Could the CEO comment on whether it really was justified to write up our assets by 924 million, at the same time as the market is currently applying a 23% discount to our NTA? It just, for me, I've never seen that before, that a company trading at a discount to NTA, writes up its assets and makes the discount even greater. I mean, it didn't happen during the GFC that's for sure. Now, looking at the sector, Centre Group is trading at a 15.7% discount to NTA, 16 billion versus 19 billion. Vicinities at a 23% discount, 8.14 to 10.6 Dexus is an 11% discount; 11.56 to 13. Mirvac is at a 26% discount, 8.15 to 11, and Stockland's at a 9% discount; 9.2 to 10.1. So, it's a sector wide problem, but we're one of the few that have done a massive write up, and at a 23% discount, only Mirvac is worse, and we're equal worst with Vicinity. So, how, how has this situation happened? Which assets do we think the market is not valuing? And, will we take a more realistic approach to our asset valuations, in the full year, in the half year results, particularly with rising interest rates, likely to affect cap rates.

Vickki McFadden

executive
#6

Thank you, Stephen. I'm going to take those questions in parts, as you have asked. I would make the observation that, of course we are a diversified REIT, so, we have exposure to each of the sectors; retail, office and logistics, and the relevant discount to valuations differs across those sectors. So, we are a combination of those other REITs, who have particular single focus or primarily single focus. But, your first question was about the audit process, in relation to the external valuations that we have done, across our portfolio. And I'm going to ask Sue Horlin if she would address that question for you, so, that you appreciate the process that is conducted. I will point out that PWC are the auditors for the GPT Group. In relation to the valuations conducted by the funds, both the shopping centre fund and the GWOF fund, the auditors are KPMG. We do – our auditors do have oversight of that audit process as well, but I just wanted to point that out to you. So, in relation to the fund assets, we do have other auditors in the form of KPMG. Anyway, I'll ask Sue to address that question, first. Thank you.

Sue Horlin;PwC;Partner

attendee
#7

Thank you. So, the valuation of investment properties, as you'll see in our audit opinion, is a key audit matter in our audit work. There's detailed procedures that you'll see in that opinion, but if I just give you two or three key pieces of work that we do. Firstly, we understand and test the key controls over the valuation process, which management undertakes. The second piece of work we do is testing the data inputs, that go to the valuers and are used in the valuation, back to external sources. And then the third piece of work we do is to understand and obtain corroborative evidence, of the assumptions that are made by the independent valuers. So, we meet with the independent valuers, we look at the comparative properties that they've used to obtain their information and the key assumptions, and we independently compare them, to external market evidence. As Vickki said, the funds, our assets, are valued by KPMG; we are ultimately responsible for those valuations as they impact the GPT accounts. We undertake that work by instructing KPMG on the significant risks, as we see them, and the work that we would like them to do. They report back to us on the work that they've performed, and their findings. And as you'll see, in our opinion, we are comfortable with the fair value of investment properties, as you'll see stated in the financial statements.

Vickki McFadden

executive
#8

Thank you, Sue. Now, in relation to the second component of your question, you asked Bob to address that, and I will ask Bob.

Robert Johnston

executive
#9

Yes, thanks for the question, Stephen. What I'd say is, last year we saw a lot of activity across the real estate sector, and that was an obvious benchmark for valuers to see what is actually happening in the market, in the direct market, so, what values – what pricing assets are trading at. And what we did see was a significant ramp up in the valuations for logistics assets. That's primarily where we saw that valuation growth, and we still see very strong and favourable tailwinds, coming through from the logistics sector. And this is a global phenomenon; it's not just in Australia where cap rates have compressed quite significantly. And there's an expectation that we'll continue to see strong rental growth, to support those cap rates. So, primarily, the valuation uplift, I think 550 odd million, was driven by the logistics sector, and I still think that's very well supported. But, right across the board, there's been transaction evidence, in each of the sectors we're in, that supports the valuation. So, we look at these carefully; we look at the market evidence, we see what transactions are occurring, and we are still seeing capital, particularly offshore capital, willing to invest in Australia, at the sorts of, you know, pricing levels that we're seeing, in the market, in our valuations today. So, there is a disconnect somewhat, between what the direct market is our pricing assets, versus how listed [indiscernible] are trading at the moment. And that's something that's a little challenging to explain, but there is a disconnect between that at the moment.

Vickki McFadden

executive
#10

Thank you, Bob. Further questions? Yes. I can see.

Stephen Mayne;Columnist

attendee
#11

How long do you think that disconnect will last?

Robert Johnston

executive
#12

That is a very difficult question to answer, and we would like it to change too. So, we’re doing – we're focused on driving the underlying performance in the business, and you know, how long that disconnect lasts is hard to guess. So.

Unknown Attendee

attendee
#13

To my mind, it appears this COVID is here to stay, so, we're just going to have to live with it. But, you've made a few points, and one of them is that people are working at home and also, working in the office; what affect is that likely to have – the lack of vacancies, I mean, on the rent that you will be charging for the particular office buildings that you've got? And similarly, when it comes to, you mentioned that CBD down in Melbourne, what effect will that have, when you renegotiate rents, because of the low turnover that you're getting, compared to pre COVID?

Robert Johnston

executive
#14

Thank you. What we're seeing at the moment is [indiscernible] are holding up, but we have seen incentives step up, so, we are still seeing activity, but it's probably not the depth of activity that we would like to have seen in the first quarter, because it's been slow to see, you know, people returning to the office. But, we don't think that there'll be a huge drag on the work from home arrangement; we still think that most people or most organizations will want their staff to be in the office, for the majority of their work week, whether that's three days, four days, whatever it may be. I don't think it'll be the same as what it used to be, five days a week, but I do think there'll be, you know, a requirement to have, to be able to cater for those maximum days. What also, we're seeing is, workspace ratios for a number of years compressed, we're now starting to see those expand again, because they want more collaboration space; people have learned that jamming people in, and [indiscernible] workspace arrangements may not be ideal, should we have another, you know, another pandemic type episode. So, we are seeing workspace ratios expand as well. So, look, I do think it's going to be the next 12 to 18 months will be quite challenging in the office sector, given the vacancy, and the supply pipeline. And, I think they're the two key factors, as opposed to a real drag from work from home arrangements. So, I'm confident that the office market will continue to return and CBDs will become reactivated once more.

Unknown Attendee

attendee
#15

Got a nice little circle going here. So, I've got a follow up question. Appreciated your answer; there were two good full answers, and the foreign capital does make sense, which does link into the second question; so, the Australian on May the ninth Bridget Carter, in the business section, wrote the following, quote, ‘Lendlease has been tipped as the possible buyout target, at the same time that investors, such as David Di Pilla, of HMC Capital, are understood to have run the ruler over GPT, for a consortium buyout proposal, backed by super funds. GPT's largest shareholder is Unisuper, which some believe may be behind a move to privatize Australia's oldest property trust. Now, was that news you mentioned on Unisuper this morning – was that breaking news this morning? I hadn't seen that before; is that already public, that you're talking to them about vending in their assets?

Vickki McFadden

executive
#16

Yes, there has been comment in the press, in relation to it, with the announcement of the Dexus acquisition, of the AMP real estate platform, where it's been noted that Unisuper is not part of that transition, and is going to move their mandate to GPT Group. So, it's not sort of new news, it’s been...

Unknown Attendee

attendee
#17

It's already known. And is it just the management mandate, or are they vending in the actual assets?

Vickki McFadden

executive
#18

It's the management.

Unknown Attendee

attendee
#19

It's only management, okay. So, what about some commentary on this speculation about privatization because Unisuper is your largest holder; they have just privatized Sydney Airport, leading it, shafting retail shareholders along the way, because they stay in the private vehicle, and none of us retail shareholders get to roll over into their vehicle. So, they're up for this game; we've seen KKR bid 20 billion for Ramsey, very keen for the 8 billion in property, so, it makes absolute sense if it’s trading at a 23% discount, that some foreign private equity firm, teaming up with Unisuper, will take you out; have you had any discussions with any of these parties?

Vickki McFadden

executive
#20

You're correct. There has been speculation; we acknowledge that, but there has been no approach to the Group, and we have not received any proposals from anybody, including our current largest security holder, Unisuper.

Unknown Attendee

attendee
#21

What's wrong with them? They're great assets.

Vickki McFadden

executive
#22

Yeah. And should we receive a proposal, of course we will give due consideration to any proposal, and whether it's in the interest of our security holders.

Unknown Attendee

attendee
#23

Because if this continues, the logical play is to break it up and give us the cash. So, I mean that’s what happens with [indiscernible] when they trade at massive discounts. So, surely if this continues to happen, then you should start – keep realizing any assets you can at book value, and that should close the gap, as you pay off your debt and build up your cash. And ultimately, if it continues, sell all the assets and give us the cash because the market's not valuing us, as what we say it's worth. Take that as a comment.

Vickki McFadden

executive
#24

I will take that as a comment.

Unknown Attendee

attendee
#25

One more question, and I'll hand over to the next person in the circle here. Although I think you’re keen for a question.

Vickki McFadden

executive
#26

Perfect.

Unknown Attendee

attendee
#27

Now, why didn't we emulate the notable Scentre Group position and shun JobKeeper, which Scentre Group publicly stated the following, quote, ‘We didn't apply for JobKeeper because we didn't need to. We think this was the right thing to do as a government assistance program like this, should be accessed by those in greatest need. Now instead we applied for 8.8 million in JobKeeper, which yes, was less than the 23 million claimed by Vicinity, but is still 8.8 million too much. You had to have 50% reduction in revenue under the rules of the scheme, if you were worth more than a billion dollars, to qualify for JobKeeper. Now, this was the most rotted scheme in history where 38 billion went to companies that didn't qualify, such as us; we didn't qualify, and we claimed 8.8 million. Now, many others in your situation have paid it back; companies like CIMIC, JB Hi-Fi, Harvey Norman, Premier Investment, Super Retailer and Cochlear. So, my request is, that when the Board meets after the AGM, that you agree to pay back the full 8.8 million, because if Labor wins, there is going to be an inquiry, I'm sure – there’s lots of talk of this, about who got the 38 billion and who shouldn't have got it; we shouldn't have got it, so, let's get on the right side, and before the election, let's pay it all back, so, we're net neutral and we're not dragged into any form of rorting inquiry, and instead, we're the good guys who've joined with the other companies and been a net zero drawer, on the most rort scheme in Australian history.

Vickki McFadden

executive
#28

Well, thank you for that question. Let me outline the position from GPT's perspective. We did receive JobKeeper in the first round; we didn't rort the system; we qualified for that. And, we took a view, and we have discussed in detail whether or not that should be paid back; we looked at the priorities for the Group. Our priorities for the Group was to keep our staff and employees employed, and during lockdown with significant decline in revenue, forced upon us by the code of conduct, where we had to give rebates, well abatements for rent, for a period of time. And we worked with our customers to ensure that their survival was important. So, we are trying to balance an obligation to keep our – a moral obligation, as well as a legal obligation, our customers, our SMEs operating and surviving through the pandemic, and we required people to do that without the receipt of revenue, and we are prioritizing the ongoing employment of our staff to achieve that. In that year, unlike the other companies that you referred to, we withdrew our short term incentive program and our LTI program. So, our staff, we prioritized the retaining our staff and just paying their base salary, and removed all incentive payments for that year. So, in our view, that was an appropriate, and the intended purpose of JobKeeper, to keep people employed. But, if we had have paid incentive payments, I agree with you, that would be inappropriate; to pay incentive payments to our staff when we've taken our JobKeeper, but we didn't do that. We prioritized keeping our employees in work, paying their base salary. And as I said, the other side of the equation was that we were required, and very supportive of our SME tenants, and our other tenants, who with the restrictions imposed by the government, that they would not have to pay rent throughout or through part of the period, in a negotiated way. Those conversations I have to share with you for our retail leasing staff were very, very stressful; they're having a discussion with people about their livelihoods, and we are trying to keep them employed, as well as help them and support them through those discussions. So, we have had a discussion about whether it would be appropriate and morally correct to repay JobKeeper, but we think that our group actually, we certainly satisfied the criteria; there's no question about that, and we sought advice in relation to that. But, we think we acted in accordance with the principles that JobKeeper was designed to do. So, are there any further questions? Well then, I need to ask about questions from the online platform; are there any questions from the online platform?

Unknown Attendee

attendee
#29

Chairman, there are no questions online at this time.

Vickki McFadden

executive
#30

Thank you. And now I'll also, ask, are there any questions from those who are on the telephone?

Unknown Attendee

attendee
#31

There are no questions at this time, Chair.

Vickki McFadden

executive
#32

No questions, okay. Thank you. With no further questions, I'll now proceed to the first resolution.

Vickki McFadden

executive
#33

Resolution One concerns the re-election of Tracey Horton as a Director. Tracey joined the GPT Board as an Independent Non-Executive Director in May 2019, and is Chairman of the Human Resources and Remuneration Committee. Tracey's re-election has the unanimous support of the directors, and I now invite Tracey to address the meeting. You can do it from there.

Tracey Horton

executive
#34

Thanks Vickki. Good morning, ladies and gentlemen. It's terrific to see some of you here in person, after a couple of years of virtual-only meetings. So, thank you very much for making your way here today; it makes a difference to be able to look at people when you speak to them. I'm very honoured to be standing for re-election as a Director of GPT, today. I'm an experienced Company Director; I bring to GPT extensive Board and Committee experience that I've gained by sitting on the board of many companies, in a range of industries and situations, in the listed, private, government, and not-for-profit sectors. In addition to my Board role at GPT, I sit on the Board of Campus Living Villages, which is a student accommodation provider, and I'm Deputy Chair of the Australian Institute of Company Directors, which is the professional and advocacy body for all company directors in Australia. Before pursuing my non-executive career, I pursued my executive career both here in Australia and in the United States across the areas of central banking, strategy consulting and in the education industry. I also, hold a Bachelor of Economics and a Master's of Business Administration, and I'm a Fellow of the AICD the Australian Institute of Company Directors, and the Governance Institute of Australia. The combination of all those things, over 35 plus years, has enabled me to develop expertise in the areas of strategy development, corporate governance, mergers and acquisitions, and business management. And it's those skills that I bring to the table at GPT. As Vickki mentioned, since I joined the Board of GPT, three years ago, I've chaired the Human Resources and Remuneration Committee, and over that time, together with my fellow Board colleagues, most of whom are sitting here today, but some of whom are unfortunately suffering from the dreaded COVID, I've played my part in steering the company through the various challenges and opportunities that we've faced. You've heard from both Vickki and Bob, that in particular, we've faced some difficult circumstances throughout the pandemic. It's been a real privilege to work together with the GPT team, both management and Board, and all of our employees, that's demonstrated so, much resilience and commitment to support our people, customers, and communities. In times like this, I think we really do see the benefit of having a diverse Board consisting of members that have complimentary skills; it results in hearing a range of valuable perspectives, and you know, I think you can hear in some of the answers to the questions, quality decision making. I remain fully committed to fulfilling my responsibilities as a Director of GPT, with the highest integrity. Thank you for your support date, and with your support today, I look forward to continuing to contribute to GPT to deliver long term value for security holders, over the next several years. Thank you. I'll hand back to Vickki.

Vickki McFadden

executive
#35

Thank you, Tracey. The proxies received prior to the meeting are shown on the screen. Are there any questions on this resolution? I will first take questions from those present in the room.

Stephen Mayne;Columnist

attendee
#36

Thank you, Chair, so, I'm broadly supportive of Tracey's re-election to the Board, although I have one issue of concern I'd like to raise, and also, make the point that with Angus's retirement, we do need some more direct property experience on the Board, not just financial investment banking, central banking and that sort of stuff. And I know the skills matrix will be showing that up, and that you will hopefully be onto that with another one or two property directors before next year's AGM. But, my question for Tracey is that I was really shocked when Josh Frydenberg tried to decapitate the proxy advisor industry, by introducing extraordinary regulations, which would've required the proxy advisors to provide copies of their reports to public companies, such as GPT, at the same time as they went to their institutional clients. And if they didn't do that, they faced fines of up to $11 million and potentially jail. It was an extraordinary overreach by the federal government, breaching property rights, getting involved with private contracting parties, massively punitive penalties proposed, all of which was egged on and encouraged by the AICD. Now, Tracey is the Deputy Chair of the AICD, and I would like to hear from her why she supported this extraordinary overreach. I've relied on proxy advisors for 20 years to do what I do; they provide independent advice, they shouldn't be kneecapped by precious companies and the Director's Union. So, could Tracey comment, particularly on the question of whether the AICD is now going to drop their support for this proposal, after it was rolled in the Senate with even Pauline Hansen recognizing it was a stupid idea and voting to block it. So, are you going to walk away as the Deputy Chair of the AICD, from this crazy proposal to get involved and try and regulate and decapitate independent proxy advisors who help shareholders, big and small, hold public companies like GPT to account?

Vickki McFadden

executive
#37

Thank you for that question. I do wonder how relevant it is to the resolution at hand. So, I'm going to ask Tracey to give a very brief response, but I will note that she is about to retire from her role at the AICD, and I don't want to have a long – and perhaps we can take offline, a separate discussion; I'm sure Tracey would be happy to talk to you, after the meeting, about the AICD position. But Tracey, do you want to make a brief comment?

Tracey Horton

executive
#38

I will make a brief comment, and it won't surprise you, Stephen. I think you heard from Vicky that I accompanied her on our recent roadshow, talking to investors and proxy advisors, and I think it came up at least once, the AICD position on this matter. I guess the first things that I would say is, I would encourage you to read the AICD submission, because really that's what the AICD position was; it was a submission that was invited by the government, in preparation for Josh Frydenberg coming up with his proposals, which ultimately were not supported overall. So, I mean, I think you'll find that the AICD position was a representation of views of members; it wasn't an outrageous position by any means. And that's the role of a membership body, is to represent the interests of its members. So, you know, you give your submission; it's up to the government to do what they do with your submission and other submissions. And that's kind of the root that happened. And so, we stand by our submission that we made. I have to say that probably the treasurer went a bit further in his recommendations, than we had outlined in our submission, but certainly there was support for companies receiving information, at the same time as they are published. So, I'll leave it there, I think.

Vickki McFadden

executive
#39

Okay, and perhaps you might catch up after the meeting.

Tracey Horton

executive
#40

Happy to.

Vickki McFadden

executive
#41

Are there any other questions from those in the room? No. So, I'll now take any questions from the online platform.

Unknown Attendee

attendee
#42

Chairman, there are no questions online at this time.

Vickki McFadden

executive
#43

Thank you. And are there any questions on the telephone?

Unknown Attendee

attendee
#44

There are no phone questions at this time, Chair.

Vickki McFadden

executive
#45

Thank you very much. Given no further questions, I put Resolution One to the meeting as an ordinary resolution of the company. I ask that you now record your vote for Resolution One, if you have not already done so. Congratulations, Tracey. And we'll now move to Resolution Two. Resolution Two concerns the re-election of Michelle Summerville as a Director. Michelle joined the GPT Board, as an Independent Non-Executive Director in December 2015, and is Chairman of the Audit Committee. Michelle's re-election has the unanimous support of the Directors, and I now invite Michelle to address the meeting.

Michelle Somerville;Non Executive Director

executive
#46

Thank you, Vicky, and welcome to everyone that's here today. I certainly agree with Tracey that it's terrific to see people in person and appreciate there will there will also, be some people online. I'm very honoured to be a member of the GPT Board and Chairman of the Audit Committee of GPT. By way of background, I started my professional career with KPMG, and worked as an Audit Partner for nearly 14 years. And during that time, I worked across a number of industries and countries, including Australia, the United States, Malaysia and Indonesia. I principally worked with top tier financial services and industrial clients, gaining a deep understanding of their businesses, how they operated, the risks they were managing and focusing on the integrity of their financial statements. And since leaving KPMG, I've become a professional Non-Executive Director and have a number of roles across different organizations. As Chair of the Audit Committee of GPT, the Committee, and my focus, has been on the internal controls of the organization, and integrity of financial reporting. And in particular, this has meant looking at the various key areas of judgment, including critical areas of valuation and data provisions. As a committee, we work closely with the internal audit and risk functions at GPT as well as the external auditors. The last few years have seen significant focus on corporate governance and the role of directors, and my background has allowed me to positively contribute to the board deliberations during this time. In particular, in the last two years, as a board, we've been focusing on supporting our staff and clients, through the various challenges arising from the pandemic, that Vickki has referred to earlier. I believe that my personal values align with those of GPT, and with your support, I look forward to continuing in my role as a Non-Executive Director. Thank you.

Vickki McFadden

executive
#47

Thank you, Michelle. The proxies received prior to the meeting are shown on the screen. Are there any questions on this resolution?

Unknown Attendee

attendee
#48

Thank you, Chair. I'd like to – I was just wondering if Michelle, as the Audit Chair, could comment on the valuation question. I know that there’s already been some good responses, but I'd like to hear her views on how it all works, from her perspective as a former Audit Partner at KPMG, and now Chair of our Audit Committee. So, presumably, KPMG comes in first as the funds and values the properties, such as the Newcastle Shopping Centre at 864 million, which seems pretty high to me, 750 Collins Street at 514 million, when it's only got one tenant, Monash College, which has been smashed by foreign students leaving. 32 Smith Street Parramatta, 335 million; that sounds like a lot. The market's sort of saying it's 2.7 billion overdone, and the audit [indiscernible] Chair, presumably is a bit worried about the markets disagreeing with her, to such a degree. So, could she explain what influence she would have to right size evaluations, to get them closer to what the market is saying? Is that a matter, firstly for the funds, and then I'm presuming that the external auditor adopts the KPMG position, and then the directors effectively adopt the PWC and the KPMG position, because these, effectively, are director endorsed valuations. And then, so, what could happen for the directors to get involved, to fix this situation? Can you reject – can you say, ‘Go back and fix this and do it again’? Can you reduce them, and say these were independently valued, but the directors, with a view to the market, have cut it by 2 billion? Where does your power lie on this situation?

Vickki McFadden

executive
#49

Thanks Stephen, I think we understand the question. Just before I ask Michelle to comment, I just want to say a couple of things. First of all, the company, the group, both for the funds and for the balance sheet, the group, we have a valuation policy and procedure. That requires us to assess – independently value our properties, within a 12 month period, using suitably qualified real estate valuers. That's not KPMG, it's the likes of JLL, Colliers, et cetera. So, we use real estate valuers to do that. Where they're not being externally valued for that period, the procedure requires us to do an internal tolerance check, that they're complying with the valuation parameters. That requires an assessment by the team, and reviewed by the auditors, whether there've been significant variations, in the things that really change the dial, in terms of valuations, such as the amount of downtime, when it's not the vacancy level, and the capital expenditure plan, for those assets. So, those matters are considered – even if we do not have an external valuation done, those matters are considered at each reporting date, by our team, in accordance with our valuation procedures. KPMG is the auditor of the funds. So, the funds have the same process, but they have even more frequent valuations, external valuations, and then it's a review by their auditors, KPMG, of the external valuations put in place. Then from the balance sheet, from the group, PWC has reviews for work that KPMG has done, to review the external valuers’ work. So, I just wanted to clarify that in relation to the valuation process. The valuations also, are considered by an internal committee, the valuations committee, and the board in its oversight of the valuations and the judgements and estimates made in those valuations, have a lot of – we have considerable input, with the help of our auditors, into those key estimates and judgements, which drive the valuation. Bob talked earlier about the external environment dictates the capitalization rate, and we don't really – we can question our valuers about that, but it's an external expert valuer, making a judgment on the value. So, we question the assumptions that go into that process, particularly where management are making those assumptions, and we will look at if there's an unusual cap rate movement, and we all ask them how they can justify that, but that is a decision the external valuers make. Now, with that introduction, I've probably stolen all Michelle's words that she wishes to say, but Michelle, have you got anything to add?

Michelle Somerville;Non Executive Director

executive
#50

Not really, because I think it's been comprehensively covered by PWC in talking about the audit process, Bob, with his views on the discount and the evaluation process, and then the additional comments that Vickki has made, but certainly as an audit committee and a board, all of that data comes through to us, and our role is to not take that at face value, to challenge the various assumptions and external advice that we are receiving. We also, talk to the valuers and challenge them around their key assumptions. We talk to them about transactions in the market and how the valuations can be supported by those transactions. So, all of that information is taken into account, that's been discussed previously, in forming a conclusion as to the basis of the valuations used within the financial statements. And then we get comfortable with that process, and signing off on the fair value of those assets in the accounts.

Vickki McFadden

executive
#51

Thanks, Michelle. Are there other questions in the room? Then I'll ask, are there any questions from the online platform?

Unknown Attendee

attendee
#52

Chairman, there are no questions at this time.

Vickki McFadden

executive
#53

Thank you. Are there any questions on the telephone?

Unknown Attendee

attendee
#54

There are no phone questions, at this time, Chair.

Vickki McFadden

executive
#55

Okay. Thank you very much. I will now put Resolution Two to the meeting, as an ordinary resolution of the company. I ask that you now record your vote for Resolution Two, if you have not already done so. Congratulations, Michelle. And now I move to Resolution Three. Resolution Three concerns the election of Anne Brennan as a Director. Anne was appointed to the Board as an Independent Non-Executive Director, on the 1st of May 2022. Anne's extensive financial and public company experience compliments the existing skills and experience of the board. And I welcome Anne. We have been asked by the Australian Shareholders Association about Anne's workload, and Anne has spoken directly with the ASA to assure them that she has the time to dedicate to GPT. The Board is satisfied that Anne, as an experienced Professional Non-Executive Director, understands the demands on her time and will commit herself totally to fulfilling her obligations to GPT. We are looking forward to the very valuable contribution that Anne will make to the group. This is Anne's first AGM since being appointed to the board and being eligible, she offers herself for election today. Anne's election has the full support of the Board. As Anne is unwell with COVID, she won't be addressing the meeting today. The proxies received prior to the meeting are shown on the screen. Are there any questions on this resolution? And I will first take questions from those present in the room. Stephen.

Stephen Mayne;Columnist

attendee
#56

Now, I appreciate with COVID that Anne shouldn't be required to answer this online, if she's listening.

Vickki McFadden

executive
#57

I don't think we have the technical capability of doing that.

Stephen Mayne;Columnist

attendee
#58

That’s fine. I think it's perfectly reasonable. So, my question for the Chair is to explain the recruitment process; did we have an independent headhunting firm, long list, shortlist, multiple candidates interviewed, et cetera, et cetera? When answering, also, tap into that lack of property comment, earlier, as to whether you did have property professional – life of property types as an option. And my comment for Anne is that she does need to comply with the ASA rule; six boards is too many, five is the maximum. The newest one she's taken on is the biggest one, Endeavour Group, a $10 billion company. And I don't understand how she can serve on the Endeavour Group Board when they're Australia's largest pokies machine operator, with twelve and a half thousand machines, ripping $1.5 billion off Australian gamblers, at 300 pokies venues across the country. At the same time, as she's the director of Tabcorp, which has multiple roles in the poker industry, monitoring in New South Wales, managing for the RSL and Victoria; I don't understand how a Director can have two boards with two of the biggest poker operators in the same market.

Vickki McFadden

executive
#59

Okay, so, I'm going to – I believe I can answer the second part of your question. And I believe at this point in time, Anne is still an observer on the Endeavour Board, and not yet a fully pledged director, because of that complete. But Tabcorp is undergoing a demerger. It is splitting its wagering and gaming business and its lotteries and keynote business. And Anne is going to join the board of the lotteries and keynote business. So, that conflict will not exist. And I think she will not become a director – an official director, until that demerger occurs. So, I think in relation – I'm hoping that Anne's listening and is happy with my explanation in relation to that. And, I also, understand that she is retiring from some other boards so, that she will satisfy that criteria, that you referred to, the ASA. So, we, and she, are satisfied that she will have sufficient time capacity to dedicate to GPT. In relation to the board renewal process, yes, our board renewal process is run through our nominations committee, and we do have a skills matrix, which we seek to do. We like to pursue orderly board renewal, and that we look regularly at the gaps that we have, and try to address those appropriately. So, that's an ongoing process which we do with professional help, as required. I do note too, that Anne spent 11 years on the Charter Hall Board, and that brings some very helpful insight into the property funds management business. So, she doesn't come just with, I wouldn't describe it just with financial skills, for example; she has very helpful experience in the funds management sector.

Unknown Attendee

attendee
#60

Thank you. Welcome everyone. My name's [ Rowan Weir ] and I first joined General Property Trust when the chap who sort of built it up, I'm trying to think of his name, but he was Dutch wasn't he? Yes, he was good. But like, Stephen, there doesn't seem to be anybody with building knowledge in the board. You know, he was, I think – I didn’t quite know his mother, but anyhow, I think they built, was it [indiscernible] way up, they were incredible people, and that's what I mean. It's a board that doesn't sort of – there's nobody that seems to – I hope you have Bob, any building knowledge?

Vickki McFadden

executive
#61

Sorry, our colleague at the end here, Mark Menhinnitt, is a very experienced property executive.

Unknown Attendee

attendee
#62

I think they were building Australia Square and all those sort of buildings. Yeah. I probably got the wrong person. I muddled up the other one.

Vickki McFadden

executive
#63

No, I think you're correctly referring to Dick Dusseldorp, who was the CEO at that time, [indiscernible], Founder. But, I want to assure you that we do have some property expertise, on the Board, considerable, and at the end we have Mark Menhinnitt, who is very – has worked in his executive career at lend lease, for a long period of time, and is very experienced with development, and property management, both here in Australia and globally. And, and of course, I'm just taking that for granted, Bob has a lot of property experience.

Unknown Attendee

attendee
#64

They only let me out on Wednesday. I'm pleased. I’ve known this one for years.

Vickki McFadden

executive
#65

So, look, I encourage you to have a chat with Mark, after the meeting, I'm sure he won't run. Are there any other questions from the room? Okay. So, are there any questions on the online platform?

Unknown Attendee

attendee
#66

Chairman, there are no questions on the online platform.

Vickki McFadden

executive
#67

Thank you. And are there any questions on the telephone?

Unknown Attendee

attendee
#68

There are no phone questions, at this time, Chair.

Vickki McFadden

executive
#69

Thank you. I would now put Resolution Three to the meeting, as an ordinary resolution of the company. I ask that you now record your vote for Resolution Three, if you've not already done so. Okay, congratulations Anne, and I hope you are well, and get well soon. We now move to Resolution Four. Resolution Four is for the adoption of GPT's remuneration report for the year ended, the 31st of December 2021. The remuneration report is part of the director's report and commences on page 48 of GPT’s annual report. It describes GPT's remuneration policies and sets out the remuneration arrangements, for key management personnel and directors. The board considers that the remuneration arrangements and outcomes described in the report, provide a balanced compensation platform, enabling us to be competitive and attract talent in the property sector, whilst aligning remuneration to the achievement of GPTs strategic objectives and the returns for our investors. The Board is committed to seeking regular security holder feedback on our remuneration framework, and prior to this meeting, Tracey Horton and I met with a number of you, to discuss our approach. We value that input and commend the remuneration report to you. The proxies received prior to the meeting are shown on the screen. Are there any questions in relation to the REM remuneration report or this resolution? I will first take questions from those in the room. Stephen.

Stephen Mayne;Columnist

attendee
#70

Thank you for displaying the proxies before the debate. I know you declined the request to publish them with the formal addresses to the ASX platform before the meeting, but having not done that, this is best practice and compliant with ASA policy. Congratulations to Bob for 99.14%. Unlike some other greedy players in the property sector, such as Mr. Steinberg at Dexus, who insisted on an excessive retention payment and copped a strike. Bob has been responsible, hasn't been greedy, the Board's managed it well, and you can see the shareholders are very happy. My only question is, I want to pick up on the JobKeeper point before, because I think that if Bob was to take a proposal to the Board, saying that in light of today's discussion at the AGM, he recommends to the Board, that we repay the 8.8 million in JobKeeper, tax deducted, and improve our ESG credentials, by doing that. And I would encourage the Board to give him a slightly higher bonus for the ethics of proposing to do that. Because Chair, frankly, your response before, you were talking like you're the Chair of G8 Education, which did claim 131 million and would have gone broke without JobKeeper. You claim to have assets of 11.67 billion, and you got 8.8 million in JobKeeper; that is less than 0.1%. It is a round of drinks. It is a rounding error. It did not save you; you did not need it. Peers like Scentre did not take it. You fully have the capacity to now repay it and head off the coming reputational hit that could hit public companies that claimed it when they shouldn't have. So, it's not too late to do the right thing, and I'm asking, because you've talked about, you didn't take any remuneration in that year. All the directors did use their discretion to give $14 million of STI this year, and no complaints about that, as you can see in the proxies, and your pre-video talked about 8 million of community benefit that you've given. So, there's a nice symmetry with 8.8 million on an $88 billion scheme. It's 0.01; it's tiny. You'll get some good headlines, good publicity, you'll do the right thing. Go for it, Bob. Look forward to seeing the ASX announcement, and look forward to the Directors – if Bob doesn't recommend it, the Director's forcing it on him anyway.

Vickki McFadden

executive
#71

Okay, I don't think there's a question in there, but thank you, I will note that. Are there any other questions from those in the room? No. So, are there any questions on the online platform?

Unknown Attendee

attendee
#72

There are no questions at this time, Chairman.

Vickki McFadden

executive
#73

And are there any questions on the telephone?

Unknown Attendee

attendee
#74

There are no phone questions at this time, Chair.

Vickki McFadden

executive
#75

Thank you very much. I now put Resolution Four to the meeting, as a non-binding resolution of the company. Can I please ask that you now record your vote for Resolution Four, if you have not already done so. Thank you. We'll now move to Resolution Five. Resolution Five seeks approval to grant the company's CEO and Managing Director, Bob Johnston, performance rights, as his long term incentive under the 2022 to 2024 GPT group stapled security rights plan. The board is of the view that this long term incentive is an important part of Bob's overall remuneration package and that the selected performance measures ensure that he will only be rewarded if security holders have also, received appropriate returns. The applicable performance conditions will be assessed over a three-year performance period, starting on the 1st of January 2022, and ending on the 31st of December 2024. The board has determined that the rights to be granted to Bob, should approval be received today will be subject to two performance conditions over the performance period, being one, total return calculated each year as the sum of the change in net tangible assets plus distributions each year, divided by the NTA at the beginning of the year. And secondly, relative total shareholder security holder return, which compares GPTs TSR performance with the TSR performance of the ASX 208 rate accumulation index, excluding both GPT, and the Goodman Group. The proxies received prior to the meeting are shown on the screen. Are there any questions in relation to this grant of performance rights or this resolution? I'll first take questions from those in the room. Stephen.

Stephen Mayne;Columnist

attendee
#76

It's been a good discussion today, Chair. I’m hoping we can produce a transcript for the first time of this full discussion, because most of the 32,000 shareholders aren't here. And I'm also, hoping that when you publish the results of the meeting of the poll – if not to the ASX, because I know you've got time constraints – but later on your website, if you could just publish the for and against by shareholder number, as well as shares, like in a scheme, so, we can get a sense of the retail sentiment, as well as what the big four, the big index funds and Unisuper have done. Because, I suspect probably only 200 or 300 of the 32,000 have turned out. There's usually a core couple of hundred who vote against all REM items; it's interesting to see that if it's there. So, just a couple of disclosure requests for you. And my question specifically on this item is, Bob did seven years as a public company CEO at Australand, he's now into his seventh year here, so, he must be at the back end of his tenure. So, I'd like to hear from Bob as to whether he believes there are currently multiple viable internal successes on the payroll, and whether the board is increasingly putting the asset on Bob to have and to develop multiple viable internal successes. Because there's a lot of dislocation when you go outside for a new CEO, far smoother if you can bring them along inside. It's a well-run company and sometimes the CEOs stay a bit long and don't allow the talent to rise up who might challenge them; how are you managing that natural conflict of interest of Chairs and CEOs, to not bring on rivals who might knock them off?

Vickki McFadden

executive
#77

I think I should answer that and not ask Bob to answer that, noting of course that we have our executive leadership team in the room as well, but as a matter of proper governance and business as usual, executive succession and actually board renewal is on our agenda, at all times. So, we actively consider succession, which includes CEO succession, but it's not limited to CEO succession, it's executive succession. So, we as a group, are responsible for investing in our team and their development opportunities, so, that we can promote internally, through our organization. At the board, we believe that's an obligation on the group to develop our talent. And as I said, it's not just at the CEO level, it's not just at the executive leadership team level, it's throughout the organization. That's part of being a good corporate citizen. So, our succession planning, our workforce planning is part of our BAU, it's business as usual for us, and so, we are actively considering those matters. Are there any other questions in the room? Are there any questions online?

Unknown Attendee

attendee
#78

Chairman, there are no questions online at this time.

Vickki McFadden

executive
#79

And are there any questions on the telephone?

Unknown Attendee

attendee
#80

There are no phone questions at this time, Chair.

Vickki McFadden

executive
#81

No. So, I will now put Resolution Five as an ordinary resolution of the Company and the Trust. I ask that you now record your vote for Resolution Five, if you have not already done so. Okay. Thank you very much. That now concludes the formal business of the meeting. And, I will take this opportunity to ask if there are any general questions or comments from security holders; are there any general questions? Yes, Stephen.

Stephen Mayne;Columnist

attendee
#82

Just two and then I’ll be done. Modern slavery; can Bob comment on how far the industry has come, in terms of engaging with our cleaning contractors to ensure fair work practices? How do we manage it? We must be spending tens of millions on cleaning; have we got couple of mega contractors using lots of visa holders and students? Or, you know, how are we playing the cleaning game? Because, it is the only real SG issue that often comes up, aside from climate, with property companies. And the second one was, I remember Jerry Harvey, having a conversation with him saying that, he doesn't have any stores with Westfield, because he'd go broke and predicting that JB Hi-Fi would go broke, because they're in so, many Westfield Stores. Now of course, JB Hi-Fi shares have gone from a dollar to 55, so, Jerry was wrong with that. But, when I raised that at the Center AGM, the Chair said, Jerry is in five of our stores, so, he is not totally absen; there are five Harvey Norman stores. Do we have any Harvey Norman stores? And why doesn't someone like Jerry Harvey back us in the big shopping centres, and he bad mouths us all over town saying, we charge too much rent and we're bad value, and he'd rather own his own stores in the burn docks, rather than go with the big retail shopping centres.

Vickki McFadden

executive
#83

Okay. Well, there are two aspects of that question, neither of which I can answer off the top of my head. So, I'm going to refer to Bob, in relation to modern slavery and, and Bob, I don't know if you need to refer to Chris in relation to.

Robert Johnston

executive
#84

I think I know the answer. So, first of all, thanks for the question Stephen, and modern slavery's an area that we've been focused on for the last few years. Look, I think we were planning to do more in the space, but COVID disrupted the last couple of years, so, it's been difficult. But, we're in the process at the moment of undertaking audits of some of our contractors, across our assets to, to understand what their practices are, and then whether there's any intervention or things that we need to do, you know, differently. And we certainly take our responsibilities very seriously; we make available to people that work for our contractors, our ‘your call’ service, where they can call in and register a complaint, et cetera. We've been our ramping up, I guess, the communication around that to, to our cleaning contractors, so, they understand they have a voice that we will listen to, and we are taking that seriously. So, we're in the process of undertaking those audits just currently, to be quite honest, and we're working with our contractors to work through any issues, as they may arise. But, it's certainly an area that we are certainly focused on, as a group. We are seeing, even in the supply chain, more focus on this, whether it be through the building contractors, et cetera. So, I think the industry has moved quite considerably from where it was, you know, 10 years ago, but there's still more work to be done, there's no question about that. So, we are doing quite a bit of work in that space. The last thing is, I guess, Harvey Norman; we don't have any Harvey Norman centres within our portfolio. I assume that the rents that they're paying don't really fit with our model and what we're offering in our shopping centres. So, we don't have any. And I do note that we have, you know, quite a number of JB Hi-FI Stores and they continue to trade very, very well in our centres.

Vickki McFadden

executive
#85

Thank you, Bob. Are there other questions in the room?

Unknown Attendee

attendee
#86

Only one comment was that the spreading of COVID was with like cleaners and people going from store to store, and doing that, so, I just really wondered if you had corrected that. It was also, like they’d have about three or four jobs; they’d be in one nursing home then down cleaning a place or flatting with going home, and all sharing a same flat. So, I think people were trying to get rid of – eliminate one; just give them a proper job.

Robert Johnston

executive
#87

We didn't see that as an issue across our portfolio, to be quite honest. And most of our contractors continued to try and keep their workers employed and engaged through that period. It was difficult for a lot of them, so, we were very supportive of that. What we did require is our contractors to have all their employees double vaccinated, so, that actually helped with that, as well.

Unknown Attendee

attendee
#88

[Indiscernible].

Vickki McFadden

executive
#89

Yes, people on student visas; that's right. Are there any other questions in the room? Are there any questions online?

Unknown Attendee

attendee
#90

There are no questions, Chairman.

Vickki McFadden

executive
#91

And are there any questions on the telephone?

Unknown Attendee

attendee
#92

There are no phone questions at this time, Chair.

Vickki McFadden

executive
#93

Okay. Thank you very much. There appears to be no further questions, and so, I would now ask that the registry representatives collect all the yellow voting cards. Security holders are reminded that they can submit their vote online until five minutes after the meeting closes, upon which the polls for the resolutions put to today's meeting will close. The votes will be compiled by link market services, representatives with the results announced to the ASX and posted to GPT's website, later today. On behalf of the Board, management and employees of the GPT Group, thank you for your support and your participation in today's meeting, in person and online. For those of you here in Sydney, I ask you to join the board and management team for refreshments outside the room. I now declare the meeting closed. Thank you.

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