The GPT Group (GPT) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. My name is Vickki McFadden, and I am the Chairman of the GPT Group. And on behalf of my fellow directors, I welcome you to our 2023 Annual General Meeting. Before we commence, I acknowledge the traditional custodians of this land on which we are meeting today, the Gadigal people of the Eora Nation and pay our respects to elders past, present and emerging. I am advised by the Company Secretary that we have a quorum present, and I declare the meeting open. Joining me for the meeting today is your Board of Directors. Seated from my far left is Mark Menhinnitt, Tracey Horton, Robert Whitfield and Michelle Somerville. From my far right, Anne Brennan, Shane Gannon, Marissa Bendyk, our General Counsel and Company Secretary; and GPT's CEO and Managing Director, Bob Johnston. Also present is the GPT leadership team, who will be available after the meeting if you would like to speak with them in person. Debbie Smith, the lead partner of the group's external auditors, PwC, is also in attendance, along with Sue Horlin, the outgoing lead partner. They are available to answer any specific questions you may have on the audited financial statements. I am pleased to report that despite the challenges that we faced in 2022, transiting from COVID-19 impacts to an environment of rapidly rising interest rates and economic uncertainty, GPT delivered growth in funds from operations of approximately 12% to $620.6 million and growth in distributions of approximately 8% to $0.25 per security. A highlight for 2022 was the growth in funds under management. GPT was selected by UniSuper to manage a $2.8 billion direct real estate portfolio, comprising 6 high-quality assets, including the Karrinyup Shopping Centre in Perth. In addition, we were appointed as the manager of the $2.7 billion Australian core retail trust by Cbus Property and UniSuper. That trust holds major investments in Pacific Fair Shopping Centre in Queensland and the Macquarie Shopping Centre in Sydney. These mandates increased GPT's funds under management to approximately $19 billion and increased assets under management to $32.4 billion. These appointments are a testament to the quality of our retail platform, our governance processes and the culture we have at GPT. Overall, portfolio occupancy was maintained at 97.5%. The group continued to expand into the logistics sector, which now represents 28% of our investment portfolio. We have seen strong demand and rental growth and we will further expand our position in this sector through development. The retail sector has seen a strong recovery, including at Melbourne Central, which was the most impacted asset during COVID-19. While we expect rising interest rates to have an impact on retail spend, we believe our retail portfolio is well positioned with high occupancy levels and quality tenants. The office sector has been more challenging as businesses remain cautious about their space requirements due to hybrid working arrangements and slower economic conditions. Bob will speak further on how we are addressing this in a few moments. Given the macroeconomic uncertainties, the Board and management continue to exercise a prudent approach to capital management during the year. Gearing at year-end was 28.5% well within our target range of 25% to 35%. Our debt maturity profile has been conservatively managed with a weighted average term to maturity of 6.2 years as at the 31st of December 2022. Hedging of interest rates was also materially increased during the year to increase the protection against interest rate uncertainty. A fundamental part of GPT's strategy is to be a leader in ESG. And I am pleased to report that GPT was ranked first among more than 800 listed real estate companies in the 2022 S&P Global Corporate Sustainability Assessment. We also retained the highest rating by GRESB of 5-star Green Star, and we are targeting to achieve climate active carbon-neutral certifications for all assets that we operationally control and in which we have an ownership interest by the end of next year. Furthermore, in August, we completed Australia's first development that has been certified by climate active as being upfront embodied carbon neutral. We are pleased with the progress we are making with the environmental sustainability, and this will remain a focus for the group. An inclusive and respectful culture and environment where people feel that it is safe to speak up are also important priorities for the group. And our 2022 engagement survey results pleasingly supported our desired culture. We continued our progress towards our diversity, inclusion and equity targets during 2022 and in recognition of our efforts, we were awarded our fourth consecutive employer of choice for gender equality citation from the Workplace Gender Equality Agency in '21 to '23. Additionally, GPT was ranked within the top 10 global organizations by Equileap in its global report on gender equality. Corporate governance and effective risk management are central to the way we operate at GPT. 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. In terms of executive remuneration, the FFO growth target for 2022, was achieved along with other strategic objectives, including the growth in net funds under management. This resulted in short-term incentive awards in the range of 64% to 72% of the maximum available for key management personnel. There were no long-term incentive plans that vested in 2022. As the 2020 plan was withdrawn given the restraints we adopted with the impact of COVID-19. Further details of our remuneration are set out in the group's report, which can be found in our 2022 annual report on our website. Each year, the Board completes a review of its performance. This year, the review was externally facilitated and while there is always room for improvement, I'm very pleased to report that the review was very positive. Shane Gannon was appointed to the Board earlier this month as part of our ongoing board renewal process and is standing for election at today's meeting. Shane is an experienced senior financial and property executive and brings to GPT extensive and complementary experience to our Board and we look forward to his valuable contribution to the group. Shane stands for election today with the full support of the Board. Michelle Somerville is retiring from the Board at the conclusion of today's AGM. Michelle has been a Director of GPT since 2015, and has made a significant contribution to the Board and in particular, as the Chairman of the Audit Committee during her tenure. We would like to thank Michelle for her valuable contribution to GPT and wish her the very best in her future endeavors. On the 10th of February, the group announced that Bob Johnston, our CEO, intends to retire by the end of this year. A formal CEO search process has commenced to select a suitably qualified successor with the right leadership skills and experience to succeed Bob. We are very grateful to Bob for agreeing to continue as CEO until the commencement of his successor and to work closely with the Board to ensure a smooth transition. While we do not know the exact date when Bob will retire, this will be Bob's last AGM as CEO and Managing Director of GPT. I would like to say a few words today about Bob's outstanding stewardship of the group during his tenure as CEO. Bob brings to GPT a wealth of experience in the Australian property landscape with inclusive and considered leadership. Bob captures the essence of our GPT purpose of caring for our people, place and planet. On behalf of the directors and management and all stakeholders of GPT, I wish to express our sincere appreciation and gratitude for your committed leadership of GPT and your contribution to the successful organization that the GPT Group is today. There is no doubt there is a good deal of uncertainty given the current macroeconomic backdrop. However, GPT has an experienced Board and management team, a prudent approach to capital management and a high-quality portfolio to continue to deliver results for security holders. In closing, I would like to acknowledge the dedication of the management team, our employees and my Board colleagues and thank them for their hard work and commitment. 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.

Thank you, Vickki, and good morning, everyone. I'd also like to acknowledge the Gadigal people of the Eora nation and pay my respects to elders past, present and emerging. GPT in the overall reconciliation action plan was launched in 2015 and we're now on our third reconciliation plan, which will guide our ongoing recognition and engagement with First Nations people right across our business activities. As the Chairman touched on, 2022 was certainly a year defined by the rapid change in the macroeconomic settings, including a sharp rise in interest rates. This has created uncertainty in asset valuations and a material increase in interest costs for the group. Despite these headwinds, the group delivered on the FFO and distribution guidance we provided at the start of 2022. FFO was up 12.4% per security, and distributions were up $0.078 per security. 5% per security, I should say. In December, we had all our investment assets revalued, which resulted in a $150 million, $9 million decline in the value of our investment property portfolio and a net profit after tax for the full year of $469 million. Asset values continues to be a focus for the Board and management particularly given the level of discount, the listed market is applying to a REITs, including GPT. Transaction activity is expected to increase over the coming 6 months and this should provide greater market evidence, particularly for office valuations. We intend to have all our investment property assets independently reviewed again as at 30th of June. The group has a high-quality, diversified portfolio, and we continue to execute on our strategic priorities during the year. Our priorities include optimizing our investment portfolio, growth in funds management, exceeding customer expectations and leadership in ESG. We continue to allocate capital to the logistics sector through activating our logistics development pipeline, and advancing plans for the proposed expansion of the Rouse Hill Town Centre and advanced plans for that expansion. We completed lobby and building upgrades for a number of office assets and we've continued to have a strong focus on the customer experience with GPT. A key highlight for last year was the increase in funds under management with the addition of the UniSuper direct real estate mandate and the Australian Core Retail Trust. We are delighted to have been awarded these opportunities, and it really is a testament to the quality of our management platform, our culture and the -- our best-in-class governance. These new mandates increased our total funds under management to $19.1 billion and total assets under management to $32.4 billion. Further growth in Funds Management is a key part of the group's long-term strategy. GPT's retail assets under management now total $13 billion, and our retail portfolio delivered comparable income growth of 4.5% in '22. Our retail team worked exceptionally hard over the last 2 years in challenging conditions to ensure our assets were well positioned for the post COVID-19 recovery. Occupancy in the retail portfolio is above 99%, and total asset center sales growth for the March quarter was up 16.5% this year -- for the March quarter of this year, which is a great outcome and demonstrates the resilience and quality of our assets. Rent collection for the first quarter was 100% of billings. Retail leasing activity remained strong, resulting in 215 lease deals being achieved during the first quarter of this year. Specialty leasing spreads for the quarter were up 4% and new deals have rental increases, which averaged 4.7% per annum and average term of 4.9 years. The performance of Melbourne Central continues to improve benefiting from the progressive return of office workers, students and tourists to the Melbourne CBD. The asset remains one of the country's leading retail destinations and continues to attract demand from retailers. While higher interest rates and inflationary pressures are expected to moderate sales growth over the course of this year, our retail portfolio is well positioned with high occupancy and strong sales productivity. GPT's office assets under management now totals $14.7 billion, and our office portfolio delivered comparable income growth of 3.4% in 2022. The occupancy of the office portfolio declined to 88% at the end of last year due to a number of tenant expiries in the December quarter. This level of occupancy has been maintained year-to-date despite a number of further expiries in the first quarter of this year. We expect that office leasing -- the office leasing market will remain challenging for the some time. The tenant demand being impacted by the adoption of hybrid work arrangements and the expectation of softer economic conditions. We are, however, seeing customers seek our high-quality workplaces to attract their people back to the office. Increasingly, customers are seeking to be in assets with strong sustainability credentials and GPT's office portfolio has a very high average NABERS energy rating of 5.1 stars with all assets operating carbon neutral, on a carbon neutral basis and powered by 100% renewable electricity. Smaller tenants remain the most active in the leasing market and during 2022, we delivered over 33,000 square meters of fitted space. This has been a successful strategy for GPT with suites being leased at higher rents and downtime being reduced. Additional fitted suites are being delivered this year to drive further positive leasing results for the portfolio. We're also expanding our flexible workspace offering, Space&Co. This is seen as an attractive proposition for tenants particularly as they work through their space requirements for the future. While we have further leasing expiry during the course of this year, we are targeting occupancy for the office portfolio to be greater than 90% by the end of this year. Growing our logistics portfolio has been a priority for the group over the last 5 years, and logistics assets under management now total $4.7 billion. Our logistics portfolio continues to deliver strong results for the group. Occupancy is currently 99.5% and we have limited expiry in the near term. Six developments were completed last year with all assets being leased on completion at rents well in excess of our original underwriting. Australia's logistics markets continue to have unprecedented low vacancy rates and limited uncommitted supply. Demand is being driven by occupiers investing in their supply chains and growth in the retail sector, population growth will further underpin demand. While we have limited expiry this year, over the next 3 years, we have the ability to access market rent growth across 25% of our logistics portfolio as leases expire. Our logistics development pipeline will continue to provide high-quality product for both GPT and our partnership with QuadReal. Two new developments have been completed year-to-date and an additional 3 projects are currently underway. The GPT QuadReal Logistics Trust has so far committed $1 billion of the $2 billion target. Logistics now represents 28% of our diversified portfolio, and we expect to increase capital allocation to this sector given the structural tailwinds we see for this asset class. We have a $1.90 billion development pipeline across the 3 core markets of Sydney, Melbourne and Brisbane, which will provide access to high-quality assets. During 2022, our employees found ways to give back to the community through the various programs that we run -- that are run by the GPT Foundation. Nearly 97% of employees participated in the foundation programs during the course of last year. Our people live our values and are central to GPT successfully delivering on our purpose and strategy. And I'd like to acknowledge and thank GPT's employees for their commitment and dedication and for delivering the outcomes that they have for securityholders. GPT has an engaged and empowered team, a strong balance sheet, a high-quality portfolio, and we are focused on driving reliable and sustainable results for securityholders. While economic uncertainty remains in our trading environment, we expect to deliver FFO of approximately $0.313 per security and distribution of $0.25 per security for 2023, 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 not that I have the last 12 months, but over many years. As the Chairman noted, this is my last AGM as CEO of GPT. I've been privileged to have been the leader of this great organization for the last 7.5 years, and I remain committed to GPT and assisting the Board with a smooth transition to my successor when that is determined. The leadership team is very focused on delivering results for our investors and have not wavered from this commitment. I'd also like to thank our securityholders for your ongoing support for myself and for GPT. And I'd now like to hand back to the Chairman. Thank you.

Thank you, Bob. Turning now to the formal business of the meeting. All resolutions will be decided on a poll. Securityholders, proxy holders and representatives here at the meeting and entitled to vote can cast their votes on the yellow voting card provided on registration. If you are a GPT securityholder and you do not have the appropriate voting card, please see a Link Market Services representative located just outside this room. Voting cards will be collected by Link representatives at the conclusion of the meeting. 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 securityholders will vote on today. The poll will close at the conclusion of today's meeting and Link Market Services representatives will collect all voting cards at that time. Some of you 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. And if you would like to ask a question, please raise your yellow or blue card and a microphone will be made available to you to ask your question. Please introduce yourself and say your name prior to asking your question. I would ask that you direct questions to me in the first instance. A copy of the notice of meeting has been distributed, and I will now move to the matters set out in the notice. Item 1 calls for the receipt of the director's report and financial statements for the year ended 31st of December 2022, together with the auditor's report. While there is no resolution for this item, this is an opportunity to discuss the director's report, auditor's report and financial statements and ask any questions you may have for the Board or our auditors, PwC. I now invite questions in relation to the directors' report, auditor's report and financial statements. Please raise your yellow or blue card if you have a question.

Richard McDonald, representing the Australian Shareholders Association. Today, we're holding 749,320 proxies from 84 shareholders. Chairman, in light of the difficult circumstances of COVID, we think that the GPT Board management and the staff have done a good job with their FFO back at 2019 levels, especially, congratulations on the very good, in fact, excellent ESG performance. We will be voting all our proxies in favor of the motions.

Thank you very much, Mr. McDonald for that endorsement. It's greatly appreciated. Are there any other questions? With no further questions, I will proceed to the first resolution. Resolution 1 concerns the reelection of Mark Menhinnitt as a Director. Mark joined the GPT Board as an Independent Nonexecutive Director in October 2019, and is a member of each of the human resources and remuneration, nominations and sustainability and risk committees. Mark's reelection has unanimous support to the directors, and I now invite Mark to address the meeting.

Thanks, Chairman. It's good to be here. It's my second election actually. I think we're 2 months into COVID, and I didn't get the chance to speak. So it's lovely to be here and able to say something rather than us all sitting at home watching TV back in 2020. I'm very pleased to be here today to seek your endorsement for my reelection as an independent nonexecutive director of GPT Group. As outlined in the introduction, I've been responsible for investment development and project delivery businesses in real estate and infrastructure sectors for about 35 years here in Australia and overseas. In that time, I've held a full suite of operational or functional and executive roles, including CEO positions, a formal qualifications in engineering and finance, and I currently serve as Non-Executive Director of Downer EDI and Non-Executive Director of Sunshine Coast Airport. I think my experience is very relevant to the industry and the sectors the GPT operates in. And I think that provides me the opportunity to bring knowledge and skills to the company across business strategy, operations, governance and sustainability. As a Director of GPT, I strive to bring as an organization is one that makes a difference. And it has a positive impact through creating and managing high-quality institutional-grade real estate in Australia. I'm constantly impressed with the values and culture of GPT and proud and honored to serve as a director. I have the desire, the capacity and the capability to diligently contribute to GPT's future success and growth. I look forward to working with the management team and my fellow directors to deliver the best outcomes for all our shareholders, our employees and our stakeholders. Thank you, Chair.

Thank you, Mark. The proxies received prior to the meeting are shown on the screen. Are there any questions on this resolution? Resolution 2 concerns the election of Shane Gannon as a Director. Shane was appointed to the Board as an independent nonexecutive...

I'm excited about the opportunity to bring my experience to this renowned group and to contribute to GPT's continued success. My background demonstrates an experienced financial [Technical Difficulty] years of experience working with market-leading ASX-listed companies. I'm currently the Chief Financial Officer of the Endeavour Group and will be stepping down from this executive role in June 2023. My achievements demonstrate significant depth of ASX-listed companies experience, combined with a corporate finance and accounting track record. By breadth, the industry experience is diverse, including property, mining services, airlines, financial services, FMCG and industrials. Specific to the Australian property sector, during my almost 20 years of employment with Lend Lease Group and the Mirvac Group, I have developed experience in property investments, development and asset management. More broadly, I have developed a deep understanding of the Australian property sector, including the opportunities and challenges it faces. Through my past employment, I have developed strong relationships with partners and stakeholders and I believe these connections can assist GPT and continue to grow and succeed. I am committed to work with the Board and the management team to help execute the strategic priorities of the group. I understand that my responsibility as a Nonexecutive Director is to lend my professional judgment to decision-making, uphold the highest standards of governance and ensure the interest of all security holders are represented. If elected, I planned to bring as a fresh perspective to the Board and where relevant challenge assumptions and ensure that we remain agile and forward-thinking in the rapidly changing property sector. I believe that our strong Board requires a diverse set of viewpoints and I'm committed to encourage a culture of healthy debate and collaboration. And thank you.

Thank you, Shane. The proxies received prior to the meeting are shown on the screen. Are there any questions on this resolution? Given there are no questions, I put resolution 2 to the meeting as an ordinary resolution of the company. I ask that you now record your vote for resolution 2. Congratulations, Shane. Now moving to Resolution 3. Resolution 3 is for the adoption of GPT's remuneration report for the year ended the 31st of December 2022. The remuneration report is part of the directors' report and commences on Page 50 of GPT's 2022 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 -- competitive and attract talent in the property sector whilst aligning remuneration to landing resolution of the company. Can I please ask that you now record your vote for resolution 3, if you have not already done so. Thank you. Now we'll move to Resolution 4. Resolution 4 seeks approval to grant the company's CEO and Managing Director, Bob Johnston; performance rights as his long-term incentive under the 2023 to 2025, GPT Group Stapled Security Rights Plan. As noted earlier in the meeting, it is Bob's intention to retire by the end of this year. Recognizing that, Bob will continue to be GPT's CEO until the commencement of successor. The grants of rights will provide appropriate incentives for this period. Given that Bob will not be with GPT for the 3-year performance period, the vesting will be subject to Bob being employed for a minimum of 6 months from the commencement of the performance period, and the number of rights will be prorated at cessation of employment based on the proportion of the performance period that Bob is employed by the group. Bob has led GPT with a long-term focus and the value of the rights on vesting will be determined against outcomes for which he has been and will through the remainder of his tenure as CEO, be a key contributor. The applicable performance conditions will be assessed starting on the first of January 2023, and ending on the 31st of December '23. Board has determined that the rights to be granted to Bob should approval be received today, performance conditions over the performance period. Those performance conditions are: First, the sum of the change in net tangible assets plus distributions each year, securityholder return, which compares GPT's TSR performance, with the TSR performance of the ASX 200 A-REIT Accumulation Index excluding both GPT and 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? As there are no questions, I now put resolution 4 as an ordinary resolution of the company and the trust. I ask that you now record your vote for resolution 4, if you have not already done so. Resolution 5 is for increasing the nonexecutive director fee pool from $1.8 million to $2.2 million, being an increase of $400,000. The current fee pool limit of $1.8 million was approved by GPT securityholders at the May 2015 Annual General Meeting. The fee pool includes all Board and Board committee fees paid to nonexecutive directors, including superannuation, contributions made on behalf of nonexecutive directors. The rationale for this proposed increase is set out in the notice of meeting and is primarily to maintain appropriate capacity to allow the Board to undertake orderly succession of Nonexecutive Director retirements and appointments, including transitional periods where there might be an overlap between director terms. It allows for an additional nonexecutive director appointment and allows strategic flexibility in relation to future Board appointments. This fee pool is a maximum limit only. While GPT is seeking to increase the fee pool limit, if the increase is approved by securityholders, the Board does not currently intend to use the full fee pool. The proxies received prior to the meeting are shown on the screen. Are there any questions in relation to this resolution? As there are no questions, I now put Resolution 5 to the meeting as an ordinary resolution of the company. Can I please ask that you now record your vote for resolution 5 if you have not already done so? We now move to Resolution 6 and 7 which I will address together and take the votes as separate resolutions. Resolutions 6 and 7 are for amending GPT's company and trust constitutions. GPT's current company and trust constitutions were last amended following securityholder approval at the 2014 Annual General Meetings. Since 2014, there have been a number of regulatory changes and developments in general corporate and commercial practice for ASX-listed entities. GPT has undertaken a review of each of the company and trust constitutions and as a result, it is proposed that amendments be made to remain up to date with market practice and provide flexibility for GPT to efficiently and effectively manage its governance arrangements. The proposed amendments are administrative or relatively minor in nature in relation to these resolutions.

It's not really to do with this resolution, but it's -- I should have asked this question at beginning of the meeting. Do this -- ask this question now. It's more of an operational question.

I think that's absolutely fine. There is another opportunity to ask general questions, but I think you can do that.

I'll do that with the general question time.

Okay. Thank you. As there are no questions in relation to these resolutions, I now put Resolution 6 to the meeting as a special resolution of the company. And I now put Resolution 7 to the meeting as a special resolution of the trust. Can I please ask that you now record your vote for resolution 6 and 7, if you have not already done so. That concludes the formal business of the meeting. And now we will take any general questions or comments from securityholders. Are there any general questions? Mr. McDonald.

Recently, I noticed in the press that you're selling Australia Square Tower. Is that an indication that how you're feeling about the general office market? Can you elaborate, please, on that?

I think I will ask Bob to address that question, Mr. McDonald.