The GPT Group ($GPT)

My name is Vickki McFadden, and I'm the Chairman of The GPT Group. And on behalf of my fellow directors, I welcome you to our 2026 Annual General Meeting in a new venue. 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 right, Tracey Horton, Louise Mason, Shane Gannon, and Russell Proutt, our CEO. And from my far left, we have Anne Brennan, Mark Menhinnitt, Tony Osmond and Marissa Bendyk, our General Counsel and Company Secretary. Also present today are members of the GPT executive team, who will be available after the meeting, should you wish to speak with them in person. Debbie Smith, the Lead Partner of the group's external auditors, PwC, is also in attendance. She is available to answer any specific questions you may have on the audited financial statements. 2025 was a pivotal year for the GPT Group as we advanced our strategic goal of becoming Australia's leading diversified real estate manager. We delivered strong operating performance across our core business. We enhanced our management and executive capability to drive operational excellence across our integrated management platform, and we expanded our assets under management. The group ended the year with $39.8 billion in assets under management, an increase of $5.4 billion from the prior year. This growth was achieved as we pursue our ambition to shift to co-investments with aligned capital partners. Across our 3 major sectors, we made meaningful strides in executing our strategy. In retail, growth was driven by the addition of Belmont Forum and Cockburn Gateway in Western Australia. That is with the Perron Group partnership. We added Macquarie Centre with the ACRT mandate and Macarthur Square in Sydney and Sunshine Plaza in Queensland. All of these assets were bought across to the GPT Retail management platform. In logistics, we established our second partnership with QuadReal, and in office, we ended the year with the acquisition of Grosvenor Place, Sydney, in partnership with Commonwealth Superannuation Corporation. In addition, we also established a new sector agnostic value-add partnership with a global investment partner. In the execution of our strategy, our focus continues to be on driving investment returns for security holders and for our partners. Our $16.6 billion investment portfolio achieved strong income growth across all sectors, with occupancy of 97.6% and a weighted average lease expiry of 4.5 years. This contributed to NTA of $5.53 per security and statutory net profit after tax of $981 million for the year ended December 31, 2025. We upgraded earnings guidance twice during the year, delivering 2025 funds from operations per security of $0.34, and a full year distribution per security of $0.24, both in line with our revised guidance. Our pooled funds delivered strong performance for our investors. The GPT Wholesale Shopping Centre Fund returned 11.2% for the year to the December 31, 2025. The only retail fund to outperform the MSCI/Mercer all retail funds index across every measured period. The GPT Wholesale Office Fund delivered a total return of 7.8% for the year and outperformed its benchmark over the 1, 2, 3- and 5-year period. These consistent results demonstrate the quality of our investment management capability and the strength of the management platform. We apply a disciplined approach to capital management. The group had no unfunded capital commitments, gearing of 31.1% and ample liquidity of $1.2 billion as at December 31, 2025. Our strong financial standing positions the group well to progress our growth ambitions and deliver sustainable, profitable growth through the cycle. Sustainability considerations are integrated into our investment and operating decisions across the business to optimize asset performance, and to enhance portfolio value over the long term. We maintained carbon neutral certification across our wholly owned and managed operational assets during the year and have delivered a 94% improvement in net scope 1 and 2 emissions intensity since 2019. Our people are essential to achieving the group's ambitions of becoming Australia's leading diversified real estate manager. Our employee engagement survey recorded 87% participation with a score of 74%, which places GPT in the top quartile of Australian companies. We also made important changes to our employee incentive schemes to align performance with value-creation objectives for security holders. This included introducing a balanced group scorecard aligned with our strategy to determine short-term incentives. Pleasingly, staff security ownership has also increased, further aligning our people with the interest of our security holders. During the year, the Board continued its renewal program, appointing Tony Osmond as an Independent Director, effective March 1, 2026. Tony is standing for election today and brings deep experience in strategic investments and capital markets, aligning with the capabilities needed to achieve our strategy. We will hear from Tony later in the meeting. While we delivered strong results in 2025, we remain mindful of ongoing challenges. Geopolitical uncertainty, including the war in Iran and heightened concerns about AI implications for real estate continue to affect investor sentiment globally, whilst persistent domestic inflation prompted a further 25 basis point interest rate rise in March. However, our portfolio of high-quality, resilient income-producing assets and our evolution towards an investment-led business model positions us well to navigate this environment. We will maintain a flexible yet disciplined investment approach across our sectors based on market opportunities, risk profiles, relative value and a clear capital allocation framework. Our focus on creating long-term value and optimizing returns will guide our growth ambitions through market cycles. On behalf of the Board, I thank Russell, the executive team, and all GPT employees for their dedication during this year of significant progress. To our tenants, capital partners and security holders, thank you for your trust and ongoing support as we continue to execute our strategy and focus on creating sustainable long-term value. I will now invite our CEO and Managing Director, Russell Proutt to address the meeting.

Thank you, Vickki, and good morning to everybody. As Vickki mentioned, 2025 was a year of meaningful progress for our business. We delivered strong earnings performance and grew our assets under management to $40 billion under management. Each of our strategic pillars did their work in each of our sectors and delivered a great result for the year. The investment portfolio maintained very high occupancy, strong positive leasing spreads with 6.3% like-for-like net property income growth reflecting strong operating performance. And we continue to focus on value creation through a disciplined capital deployment model, investing across all 3 sectors. Our retail platform grew to nearly $17 billion with the addition of 5 shopping centers to the management platform. We also commenced the $200 million expansion of the Rouse Hill Town Centre, which is on time and on budget, with completion expected in the fourth quarter of this year. Our Logistics division was also active in the year, including establishing our third strategy with QuadReal. And we continue to build out our $3 billion development pipeline with approximately $400 million of projects underway in Sydney and Melbourne. And importantly, we also continue to invest in our people, to ensure we have the capability to take advantage of the opportunities in front of us and grow our business profitably. This includes strengthening our investment platform and embedding a research-led approach to capital allocation. Moving to the next slide. Align partnering is absolutely central to our strategy. Our co-investments are meaningful, and they're typically between 20% and 50% of our investments, and this creates genuine economic alignment with our capital partners. As the charts illustrate to the right, and as Vickki highlighted, our pooled funds have performed quite well, and each of these pooled funds, we are actually substantially invested in both. In our shopping center fund, we commenced a capital raising during the year that continues today to support future growth. We believe the fund is very well positioned to continue its outperformance against peers. Also during the year, we restructured our office funds liquidity event that was scheduled for July of this year. And in doing so, provided investors a solution, which balances long-term portfolio value with near-term liquidity requirements. And beyond these 2 funds, we are active investing alongside our partners in retail, office and logistics, which demonstrates both the depth of our institutional relationships as well as the trust they have in us. As I mentioned, our management platform ended the year with $40 billion of assets under management. Of this, third-party capital grew to nearly $28 billion or about 70%. We're actually very optimistic about the future and the opportunities ahead for the business. But as also Vickki noted, we are also mindful that conditions are more complex than they were 12 months ago, whether that be geopolitical, the impact of AI adoption or prolonged inflation and the resulting impact on interest rates. This all continues to drive market volatility, which we must remain acutely aware of. But notwithstanding these factors, we are extremely well positioned as we enter 2026. Our portfolio is very high quality, we're nearly at full occupancy. Our balance sheet is well positioned. Our debt is well hedged, and our earnings are underpinned by contracted cash flows. So that's why I'm comfortable saying today, barring anything -- any unforeseen circumstances, we expect to deliver 2026 FFO as previously guided at $0.354 per security, representing growth of approximately 4% or 5.7% if you back out trading profits and a distribution of $0.245 per security. To wrap up, on behalf of the leadership team, we thank our security holders, our investment partners, tenants and employees for their support, collaboration and continued confidence in our business. Thank you, and I'll now hand back to Vickki.

Thank you, Russ. Turning now to the formal business of the meeting. First, the voting procedure. All resolutions will be decided on a poll. Security holders, 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 security holder and you do not have an appropriate voting card, please see a MUFG representative who are located just outside the room. The results of the poll will be declared and released to the Australian Securities Exchange later today. I will now open the poll in respect of all resolutions that security holders will vote on today. The poll will close at the conclusion of today's meeting, and MUFG representatives will collect all voting cards at that time. Next to the business of the meeting. Some of you may have questions, and we will ensure there is plenty of time for you to ask them. If you would like to ask a question, please make your way to the microphone in the middle of the room and take your yellow or blue card with you. Please introduce yourself and say your name prior to asking your question. We ask that you try and keep your questions concise to allow all participants sufficient time to ask questions if they wish. 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 December 31, 2025, 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 the financial statements and ask any questions you may have for the Board or for our auditors, PwC. I now invite questions in relation to those reports and financial statements. Again, please raise your yellow or blue card if you have a question.

Good morning, Chair. David Kingston from K Capital. Look, I only have 2 issues to raise today, but I think they are important issues. The first one is GPT's -- well, exposure to offices and in particular, the $900 million purchase of Grosvenor when you include stamp duty and purchase costs. Offices comprise 30% of GPT's balance sheet assets, which does concern me given the issues regarding work from home and artificial intelligence. As we discussed last year, the effective income return on offices is around about 4% post the substantial incentives you have to pay, so well below the cost of debt. An indication of why offices are a concern is that the far and away, the worst-performing A-REIT, major A-REIT in Australia is Dexus. Its share price is down 50% in the last 7 years. It's got a massive SKU towards offices. On the positive, GPT annual report states the offices have delivered 8.3% like-for-like NPI growth and 7.2% leasing spreads, which sounds good. But those gains do not fully offset the large incentives. Absolute congratulations to Russell and the team for selling the B grade office developments in Parramatta and North Sydney 18 months ago. I know you sold them at a loss, were you bought before your time, Russell, but you did the right thing, get rid of B grade office developments because you would have lost a lot more money if you develop them. So well done on that. But I do have a concern with Grosvenor bought in October '25. It's a high-quality building in a prime location. So superficially, it looks okay at 50% interest for $900 million, including stamp duty for 84,000 meters. It looks pretty good. Clearly, prior replacement cost, and it's so much better to buy existing offices than destroying value by dwelling new ones. But what concerns me is the vacancy, as I understand it, is at least 20% and also, it's not a freehold property. As I understand it, it's leasehold land with sub-75 years remaining. Leasehold properties have a lower value than freehold properties, obviously. Russell was quoted in the AFR as saying we think the office market has turned. Sydney's recovery is well underway. But with big incentives to lease up Grosvenor vacancies and interest rates now going up, my view is Grosvenor is a weak investment. And I accept that when that investment was made, the interest rate environment was a bit different. At that stage, interest rates were flat to maybe down. Recently, they've gone up 50 points. They'll probably go up another 50 points. So I accept things have changed. But overall, for the reasons I mentioned, I'm a bit wary about that acquisition. My first question, Chair. Assuming fully debt funded and including the vacancies and leasing incentive costs, what is the calendar year 2026 AFFO loss from Grosvenor?

Thank you for your question. I make a couple of comments first before I answer your specific question. I'm not going to make any comments on our competitors or their position. I know you raised that, that would be inappropriate for us to do. And in relation to our exposure to office, we, as you pointed out, have been concerned to finesse our portfolio to be prime assets to rebalance that portfolio. And the acquisition of Grosvenor Place fitted neatly into that rebalancing of our portfolio. We had a gap in the core, the Sydney core, and we feel that the Grosvenor Place really meets those requirements. In fact, when the proposal about Grosvenor Place came to the board, it was a very compelling investment opportunity for us. We applied, as I alluded to in my address, our capital allocation framework and the numbers were very compelling. So it fitted strategically for us. Its location, the quality of the building in the core of the Sydney CBD, and the valuation and the numbers, including the lease-up of the vacant space and the required capital expenditure to achieve that, was all factored into our consideration of the investment. I don't believe we specifically disclose, I'm going to ask you, the AFFO impact of Grosvenor Place. We don't do it individually by assets. So I can't answer that question because that's not public information. But what I can tell you is that it was very compelling economics in our analysis, which was risk-based and very disciplined in the acquisition of that asset. I just wanted to touch on one other thing that you mentioned, which is the AI impact. We are looking very closely at the AI impact for Office. We are seeing a slight tenant mix change as different companies emerge in response to the new demands driven by AI. And we are yet to see a reduction in demand that is in any way concerning. But we are watching it very closely. In fact, it seems to have heightened that flight to quality buildings in the core.

Okay. Thank you. Look, I respect that you're not going to provide a specific breakdown share about AFFO contribution. But it's very clear that Grosvenor does -- will contribute a material AFFO loss once you take into account the debt funding costs, which I assume are getting close to 6% at current rate, a little bit below 6%. It's not going to deliver you that return. So I accept what you say that you're looking medium term. I also note that it might have been an interesting purchase when you made it. But things have changed. Interest rate environments changed. So I think it's an asset that personally, I think, at the moment, given interest rates, it was a pretty full price given the leasehold nature of it and the leasing issues. But anyway, we'll move on. Look, my second issue, Chair, and I only have 2 issues today is total shareholder return, stock price, et cetera. Look, I think GPT is a well-run A-REIT. It's one of the best. It's diversified. I think it's transparent. I think its disclosure is pretty good. A number of A-REITs don't focus on AFFO, but GPT does, which is good. So I think it ticks a lot of boxes. But A-REITs generally, a number of them are fairly poor, but GPT is one of the best, which is why I'm a material shareholder. In the year just gone by, apart from Grosvenor, I think the company is -- the REIT's done well. So congratulations. In the first 6 months, Chair, the stock price was rerated materially. Nothing to do really with GPT but with interest rates going up, the gains in the first 6 months have been lost in the second 6 months. But it's the same for everyone. It's really an interest rate situation. But genuinely, I would appreciate some guidance on where is the long-term TSR going to be. I'm a long-term investor. Notwithstanding the positives of GPT, 10 years ago, its share price was $5. It's $4.60 today. And I tend to look long term because in 6 months, 12 months you can have specific issues. But once you go over 10 years, it's a pretty interesting dynamic to see whether there's capital growth generated. TSR, of course, is the running yield, plus or minus the capital gain or loss. So over 10 years, GPT has gone backwards in share price. Nothing to do with Russell. He's a newbie. But GPT is also trading at 17% discount to NTA. You're not alone. A lot of the REITs are trading at discounts. But that discount share is significantly larger. If you take into account the value of your 30 plus -- a little bit under $27 billion of funds management operation, which is not valued in the accounts. And clearly, that's an area where GPT is focusing on growth. It's an area with great leverage, capital light. I know you invest in some of those funds management platforms, but it's capital light. But at the end of the day, your NTA at the moment is $5.53. If you got [ Tony Citibank ] people to value the goodwill of the Funds Management platform. Undoubtedly, it would have a material value. So the discount to true NTA, including value for funds management is much higher. If we then look at what's property all about. Property is about roughly, let's buy a quality property get a 5% yield. Let's get rental growth, which has contracted usually CPI 3%. So an unlevered IRR of 8%, put some debt in at 5% to 6% and the levered IRR should be around about 10%. But my question has a few parts to it, Chair, is why has the GPT share price fallen over the past 10 years, which means the IRR is actually below the running yield of 5.2%. It's getting the running yield, but then there's been a capital loss over the medium to long term. Second part, what can investors expect, Chair? Is GPT just a bond proxy? Or will it ever provide investors with capital growth? And again, I'm not being critical because the vast majority of Australian major A-REITs and also global major REITs are not delivering capital growth. It's an industry issue. My view is that what's happening the difference between the corporate finance theory of property and what I would receive if I own property directly, which I do, is that a lot of the inherent capital growth in GPT's prime properties, is actually lost via, number one, the $156 million share of maintenance and leasing CapEx. So your FFO of $650 million drops to $494 million of AFFO, most of which is paid in distributions. So there's no real retained income after the maintenance and leasing costs. And the other big cost that comes off the underlying yield is the significant head office costs, the cost of running the entity. So that's, in my view, some of the reasons why there's no capital growth. But I just genuinely appreciate your insights given your chair of the entity and also your corporate finance background. And you're not alone, it's a comment applicable to almost all the major A-REITs. But why are GPT investors, long-term investors, and I've been there for a long time. Why are they not benefiting from the undoubted over-cycle rise in the value of GPT's prime assets? Over a 10-year period, your prime assets have gone up substantially. But it's not being mirrored in the actual performance of the GPT share price.

Thank you. Where shall I start? The first point I would like to make is that I acknowledge and in fact, the Board acknowledges that total shareholder return has been flat, perhaps negative throughout the last 10-year period. It has moved, it is valued largely on an NTA basis, which moves around as you rightly point out, with interest rates and the particular property cycle at the time based on valuations of those properties up and down. Retail is up, offices are down, et cetera, et cetera. So I'm not going to comment on why that is the case, but rather looking forward and what is the Board and the GPT Group doing about that to achieve long-term value for our security holders? With the appointment of Russell, we refreshed our strategy going forward. You described it as a capital-light strategy. We tried to be a little bit more nuanced than that, and consider it to be a co-investment strategy with our aligned capital partners. That will, by definition, increase our non-rent income, if I could describe it that way, the fees for using our management platform and delivering effectively with that. You will have noticed in the way that we present our results to the marketplace that we do break down that distinction of the form of earnings. And we believe that the market will give us credit for those increased earnings as we in -- not the form of rent. So that they will apply a multiple to those funds that management platform. That's a process, and we're in transition as we execute our strategy to do that. We are confident in our strategy. We've been delivering over the last year, in particular, on that strategy. And we believe it will be valued by security holders and achieve value creation for our security holders. I would like to point out that because you talked quite a lot about AFFO and importantly, the group is very conscious of AFFO. And we have, as our second measure in the long-term incentive for our executives, a measure which requires a compound annual growth rate in AFFO of 3% to 6% over the performance period, which is now 4 years. The group thinks that's very important and the Board does because it is -- so probably the closest measure we can get to a meaningful return on capital. It's not a true return on capital, but it's a proxy for that. So AFFO is a very important consideration for the group. I also note that our distribution, as you point out, is it's based on the cash flow, even probably more stringent than the AFFO measure. And we've also introduced a balanced scorecard, which is not solely focused on FFO, but on the other measures to achieve the strategy which we believe will see a security holder value creation. I think I covered everything. Do you want to add anything to that, Russell?

Sure. I think there's 3 elements here, strategy to optimize the return on capital, which has been deficient historically, putting in place the capabilities within the business. So we have a business that's an investor, not just a steward of assets, which I think we've done. And lastly, have an incentive system and a structure that actually rewards or penalizes remuneration or compensation for individuals based on performance, have a performance-based culture. And after 2 years, I think we've done -- made a lot of progress. I know it's a 10-year time frame you're looking at, but I think what we're doing right now is setting us up 4 -- 8 years from now, we can have a positive story from when we started to now. And I do think our job is to be an investor first and have aligned interest in the business. And I think we've done a lot to progress that. But I take your points on the sector and the individual stock.

Just one quick follow-up on that. Look, I accept, Chair, you don't want to reconcile what's happened in the last 10 years, but that's there in black and white. And I think everyone here today would be interested to know whether the company is confident, it is something better than just a bond proxy. Like if the best GPT can deliver, and it's not alone, it's much better than most REITs. But if the best it can deliver is the running yield and no capital growth. Let's just all invest in 10-year Australian government bonds, which delivered the 5% as well. But I do think there's a lot of money that disappears in these leasing incentives. It's $156 million leasing incentives, which are all capitalized and which -- you transparent it comes out of the AFFO line. There is then the costs of running a complex company like this, which come out of head office costs. The other big cost where I think a lot of the A-REITs is not just in Australia, some of the U.K. ones are disgraceful, the value destruction, British land, terrible. But at the end of the day, I think another area where the A-REITs have lost shareholder value is by getting carried away with loss-making developments. Now that's a tick for GPT because as I said before, I don't particularly like Grosvenor with the way interest rates are going, but terrific. You bought it on under replacement cost, and it's a finished product, well done. You did do some developments out of Parramatta, a number of developments, which probably when you factor in everything, you usually lose money when you factor in the opportunity cost, the holding costs on the money going into it when you factor in management time, which is substantial when you factor in leasing incentives, usually, they lose money. I won't mention particular names, but there's one poorly regarded REIT that is doing a major development down at Central, which absolutely is going to lose a lot of money. And I've told them that. But at the end of the day, well done, you're not doing too many developments. You and I had a bet last year, Vickki, whether you're going to lose money, fully costed on the Melbourne development, jury is still out, but I think I will win that bet, Vickki. You are -- well, if you fully cost everything out, but you're leasing it up at the moment, again, you can't quantify it. But when you factor it in holding costs on the way through, I would doubt that's going to be a profitable one. But at least you're not burning money on development or much on development at the moment. Industrial developments are fine because they're simple. They're quick. Quite often you lease it to one party, they're great, but office development is so scary. And again, I won't mention names, but there's 1, here the 2 iconic Australian brand that does a lot of development, and it's been decimated. I'm sure you can work out who I'm referring to. But overall, I think it's a good entity, GPT. You're doing a lot of good things well, but I'm just intrigued whether you are going to be able to make this Vickki and Russell and team anything better than just a bond proxy because that's what majority of your peers are delivering bond proxy outcomes. I'd be fantastic to see some sustainable capital growth. Thank you.

Thank you.

Chair, Stephen Mayne. First question. When did we last tender the audit, the external audit, and when are we next planning to tender the external audit?

I'm just -- it was 4 years ago, I believe. I'm just looking over to my left to get an appropriate note that I've got the number, correct. Yes.

And likely time frame for the next one?

We are very cognizant of the tenure of our auditors. And so that is a matter for discussion at the moment with the Audit Committee and the Board.

Looking across GPT, what can you see that is a legacy from our Lendlease history?

I don't really understand what that question is. There's a lot of people who have some time...

GPT for a long time. They created it and management was internalized. I'm just curious, is there any legacy Lendlease things that you can point to across the portfolio or the systems or the management personnel? Or are we just -- there's nothing you can see anywhere that points to our Lendlease history?

I believe the auditors were the same auditors that were at Lendlease. I assumed you -- given your first question, that's what you were pointing to.

Anything else?

I think we still have the structure of the group is somewhat the same as when it was separated, in corporate sense. And I think this is true actually of all REITs. There are a lot of employees, the executives who have been at some point at Lendlease. That's not that -- it's no different at GPT than it would be at any other REIT, I don't think. So we don't carry that continuation.

Next question. There's a lot of talk about Gulf state sovereign funds may have to sell off some of their external global holdings given issues at home. Do we have any joint ventures or major partnerships with any of those Gulf state sovereign funds?

Not that I'm aware.

Last year, my proxy asked about whether UniSuper would be given a Board seat, and you said they've never asked. So I'll just ask the question slightly differently this year. If UniSuper said to you, we own 15%. 15% of 9 would be 1.66 Board seats, we'd like a Board seat. What would the Board's response be? Do you accept the principle that someone is entitled like UniSuper is entitled to a proportional representation on the board, albeit it would be a nonexecutive Director? Or would you push back against that as a Board, if that question was to come to you from UniSuper?

That is an entirely theoretical question. We would -- because that -- it's just not likely to occur. And we would consider any request to be a member of the Board, we would apply our skills matrix, what our needs are at the moment to make a decision about whether or not that is worthy on its merits. Such an appointment, however, causes quite a lot of conflict issues. So I don't think UniSuper would want to put itself in that position, and we probably wouldn't want them to be in that position either.

Just last general business question. It does go to UniSuper. So REITs in Australia have very large index holdings because larger than any other sector because globally, investors tick Australian property, ETF. And therefore, 30% of Goodman is owned by the Big 3 index funds. We're at 25% roughly between Vanguard, State Street and BlackRock. And people have described them as things have done money that you never hear from them, meet them. So that means that the other major shareholders are more important. So therefore, UniSuper, which will be more active. I'm assuming you would meet with them, they would hear from -- you discuss issues with, if anything came up, they'd raise it with you. Could you please describe the level of engagement you have with those Big 3 index funds? Is there any engagement? Or are they just blindly following the proxy advisers and you never hear from them, see them or meet with them?

Actually, I together with Tracey Horton and either Louise or Tony, met with Vanguard. We met with BlackRock. We've always met with BlackRock every year. We met with Vanguard last year. And State Street, I'm just trying to remember off the top of my head, I don't think we did. Oh, we did. I'm sorry. I just couldn't remember off the top of my head. So when we have our governance and remuneration, I'll call it a road show for one of a better description. We meet with them as well as UniSuper and our other investors. Are there any other questions? John.

It's [ John Lynn ] from the -- representing the Australian Shareholders' Association. First up, we represent 632,511 of votes today. First of all, congratulations to Russell and the team. I think we're delighted to see the reversal of the net income from 2024. And I guess, as shareholders, we particularly love the introduction of the scorecard. Fantastic. So I've got 3 questions today. First question, what specific contingency plan does GPT have in place to protect the logistics portfolio from the fuel supply disruption?

At the moment, we are not seeing any impact actually of the fuel supply disruption to our logistics business. We have been talking interestingly about the macro impact on that business. And impact of all of our business because there -- in a macro sense, there may be a shift towards supply self-sufficiency. And that will be advantageous to logistics should that eventuate. So we're not seeing any impact at the moment on that business.

Okay. Second question. How does Tony Osmond's background in capital markets, strategic transaction and REIT investment evaluation, address the current skill set -- skills matrix kept on the Board? And what specific governance and strategic contribution do you expect him to lead?

Thank you for that. And we will hear from Tony when he's up for election. But Tony's skill base is very closely aligned with our co-investment with trusted partners strategy going forward. He has a lot of experience in the -- for detailed financial analysis of investment opportunities, both in the real estate sector and in other sectors. He has a very good background in capital management and discipline, both accessing the capital markets when is an appropriate time to hedge, for example, and in the delivery of disciplined capital management. And he has a lot of general financial expertise, which is very valuable to management's consideration of investment opportunities going forward. So we're delighted and feel actually very privileged that he chose to join our Board.

Great. Last question. After successfully reversing the decline in 2004 (sic) [ 2024 ] net income, what are the key operational and portfolio level initiatives that will sustain earnings momentum through FY '26, particularly in office and logistics where market conditions remain mixed?

We, as you would expect, do a detailed budget of our performance, and we are confident and Russell reconfirmed our guidance today earlier that we will be able to deliver what we said. If we can't, of course, we would revise guidance in accordance with our obligations. But we constantly use adapt to the situation at hand. Are there any further questions? Okay. Given there are no further questions, I will proceed to the first resolution. Resolution 1 concerns the reelection of Shane Gannon as a Director. Shane joined the GPT Board as an independent Nonexecutive Director in May 2023, and is a member of the Board's Audit and Risk Committee. Shane's reelection has the unanimous support of the directors, and I now invite Shane to address the meeting. Thank you, Shane.

Thanks, Vickki, and good morning, everyone. Just a couple of brief words. It's been a real privilege to serve on the GPT Board. Past couple of years, in particular, has shown the strength of GPT's relatively new management team, continuing to reinforce our core business while finding innovative ways to create value, both for us -- both for our investors and the communities we serve. With my background in property and finance, my goal has always been to help GPT stay resilient and forward-looking while staying true to the values that have guided the group so long, transparency, integrity, and a genuine commitment to our people and to our external stakeholders. Like all of you, I care deeply about GPT's long-term success. The economic environment continues to evolve rapidly, but I'm confident that with the depth of experience, teamwork and talent we have across the group will remain agile and focused, continuing to build sustainable long-term value for all of our shareholders. It would be an honor to continue serving as a Nonexecutive Director and to support GPT through its next stage of growth. I thank you for your trust and ongoing support. Vickki?

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

Well done to Shane for a strong voting favor. I noticed you didn't disclose the proxies to the ASX with the formal addresses this morning, which would have been better, but I'm presuming like last year, there's been no material protest votes against any of today's resolutions.

That's great.

So look, obviously, it's just a pretty boring process question for Shane. I was going to submit an invoice, Chair. I've spent $400 coming up from Melbourne today to attend the AGM. I've been asking you for years to hold a hybrid meeting, which everyone most proper companies -- ASX 200 companies do. I just sent a proxy last year. He asked that question and still you refuse. And I noticed that within Shane's portfolio, I think Ingenia doesn't have online participation in your meetings as well. Symal, I bought in. I think I asked some online questions, but you didn't put the AGM webcast up. So I still don't know what the answers were. So -- and I know that Anne at Lottery Corp, we don't get hybrids. So come on. It's standard. Can you please put your hand up in the Board, Shane, and vote for a hybrid next year? And deal with -- I know Santos doesn't do it, you just have done, Santos [ percent ] is getting attacked by greenies. This is a polite reasonable meeting. You've got 30,000 shareholders, only 400 voted last year. It's 1.2%. And you get more if you're allowed online voting, but you ban online voting and then you have forced people to fly to Sydney. So get with the program, please, Shane and everyone, and I look forward to participating in next year's AGM online, from Melbourne, whilst we'll submit an invoice from the travel costs.

Thank you. Are there any other questions? I put Resolution 1 to the meeting as an ordinary resolution of the company. I ask that you now record your vote for Resolution 1 if you have not already done so. [Voting]

Congratulations, Shane. We now move to Resolution 2. Resolution 2 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 the Board's Human Resources and Remuneration Committee. Mark's reelection has the unanimous support of the directors. And I now invite Mark to address the meeting.

Thank you, Vickki. I'm pleased to be here today standing for reelection as an Independent Nonexecutive Director of GPT Group. As outlined in the Notice of Meeting, I've been involved in the real estate and infrastructure, investment development and property development for over 40 years here in Australia and overseas. In that time, I've held a full suite of operational, functional and executive roles. A formal qualifications in engineering and finance and currently serve as the Nonexecutive Chairman of Downer EDI Limited. My experience is very relevant to the industry and sectors that GPT operates in. I think I'll provide the opportunity to bring specific knowledge and skills to all elements of GPT's value chain, covering property investment, development, construction and asset management, as well as in the key business areas of business strategy, people and culture, risk and sustainability. In my view, GPT has a best-in-class real estate investment and management platform as evidenced by growth in our third-party investment partnerships, funds and mandates over the last couple of years. We are well positioned to execute on our strategy, of being the leading diversified real estate manager in Australia. GPT is an organization that makes a difference and has a positive impact through creating and managing high-quality institutional-grade real estate in Australia. GPT is a values-based organization with strong positive culture. I'm very proud to serve on its Board. I strongly support the company's vision and strategy, and I commend Russell and his leadership team on the success to date. 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 colleagues on the Board to deliver best-in-class outcomes for all our stakeholders, customers and security holders and employees. Thank you, Vickki.

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

So I fully support Mark's reelection. I know he's been on the Board since 2019. It's the third longest serving director. I would just like to check if this is going to be his last 3-year term on the board?

We haven't made any determination. We have a view of orderly board renewal and an appropriate tenure of directors, but it would be inappropriate for us to answer that at this stage. We have orderly board renewal...

Who was the last director who was tenured off the Board?

Our last director wasn't -- our last director to leave was Rob Whitfield, but he was for personal reasons wanted to step down from the board.

So what's the past practice been of directors being tenured off?

As I explained to you we've done through -- we go through orderly board renewal. We have an expectation generally that a tenure of 10 years would be in accordance with practice, there can be exceptions because of what is required to have orderly board renewal. From our perspective, the important thing is orderly board renewal. And that sometimes gets a bit out of alignment because certain directors for what are -- whatever reason might leave out of the cycle of orderly renewal. Also, we've had a significant replacement in the executive leadership team. All of our KMPs are new-ish. So there needs to be stability at the Board while that's occurring. So it's not a simple straightforward answer, but we have regard to 10 years. So I don't have a number to give you.

Right. And I think it's irrelevant to raise this now, as Mark is the longest tenured director up today. So you've been Chair for 8 years, Chair. Are you intend -- when does your current term expire? And are you intending to nominate again for another term when that happens?

I've already answered that question by telling you that we consider and the Nominations Committee of the Board talks about this regularly, orderly board renewal.

No. You've cited 10 years as a general practice. You've done 8. I'm simply asking factually, when does your current term expire? And is a 10-year practice going to apply to you when that happens?

I am up for reelection next year, and we will make a decision at that time about whether I will stand as part of the ongoing board renewal.

Okay. Now I'm not going to reflect in any way on your performance here, but I am going to make a comment that there is an unspoken conflict of interest in Chair and CEO succession, where Chairs and CEOs often like the job and may not bring on other talent who could replace them because they're comfortable in the Chair. So the rest of the directors need to be all over this issue to make sure you haven't got a Chair getting too comfortable and that the Chair is managing the CEO because there always needs to be multiple viable successes the CEO and the chair within the ranks if you need to move quickly ideally. So Chair, do you believe your successor is currently serving on the Board? And has succession planning included planning for the eventuality when you retire?

I'm not going to comment on what would be a Board decision about who will succeed me as Chair. That would be inappropriate. It's not my call. The Board is working on orderly board renewal. We have regular nominations committee meetings. We are prosecuting always the Board skills matrix, particularly as we're moving to a new -- through our refreshed strategy, which is why we appointed somebody like Tony with that skill. And next year, we may be in a slightly different position with requiring further additional skills. 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, if you have not already done so. [Voting]

Congratulations, Mark. Resolution 3 concerns the election of Anthony, we know him as Tony Osmond as a Director. Tony was appointed to the Board as an Independent Nonexecutive Director on the March 1, 2026. Tony's extensive experience in global and domestic investment and capital markets provides a valuable contribution to the Board as GPT continues to focus on its investment management strategy. This is Tony's first AGM since being appointed to the Board and being eligible, he offers himself for election today. Tony's election has the unanimous support of the Board. And I now invite Tony to address the meeting.

Thank you, Vickki, and good morning, everybody. It's a privilege to be before you today seeking election as the Director of GPT. For the past 30 years or so, I first practiced as a corporate lawyer and then as an investment banker. And for around half that time, I led the corporate investment banking business of Citigroup in Australia and New Zealand. And over that time, I've advised many ASX-listed company boards and management teams, as Vickki mentioned earlier, on strategic matters, strategic acquisitions and divestments on capital raisings and on capital allocation decisions. And it gave me, I would say, deep insight into both debt and equity capital markets. And taught me a lot about the expectations of investors. And for the last 15 years or so, I have also served as a Nonexecutive Director on a number of not-for-profit companies, including The Australian Ballet, and I'm currently Chairman of Orchestra Victoria. And in those not-for-profit roles, it also had some experience on audit and risk committees and investment committees. So I feel that my skills and experience are strongly aligned with GPT's objective of becoming the leading diversified real estate manager in Australia. And I look forward to adding my knowledge and my expertise to those are my fellow directors. I'm committed to working hard, exercising strong judgment and acting with the highest integrity. Thank you.

Thank you, Tony. The proxies received prior to the meeting are shown on the screen. Are there any questions on this resolution? I put Resolution 3 to the meeting as an ordinary resolution of the company. I ask that you now record your vote for Resolution 3, if you have not already done so. [Voting]

Congratulations, Tony. Moving to Resolution 4. Resolution 4 is for the adoption of GPT's remuneration report for the year ended December 31, 2025. The remuneration report is part of the directors' report and commences on Page 48 of GPT's 2025 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 arrangements and outcomes described in the remuneration 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 GPT's strategic objectives and 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, Louise Mason and Tony Osmond and I met with several 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 remuneration report or this resolution?

Chair, great to see the strong support. So no criticisms at all. My question goes to how we treat our management team's incentives when they go to work for a competitor. So I was quite shocked when Bob Johnston, who was our CEO for 8 years, retired from the Board in March 2024. Five months later, he is on the Stockland Board. All that knowledge, all that insight and of he goes to Stockland. And I've raised that at the last 2 Stockland meetings as to say what's going on here. In the first year, they censored the question. And second year, he sort of said he sold down to remove the conflict of interest of owning $12.5 million of the shares in a competitor when he's meant to be advocating for Stockland. So my question is, what did we think of that? And do our incentives have any disincentive to stop that from happening? So I'm presuming that Bob Johnston's '25 and '26 incentives were still rolling when he was working for a competitor because it wasn't an excluding event. There wasn't something that said that he would have to forfeit those if he did that. So in my view, there should be forfeiture clauses in any departing executive who has rolling incentives who go and work for a competitor. So what did we think about what happened with our former CEO defecting to the opposition? And have we changed any of our incentive structures in light of that?

The answer to that is no. Bob was paid his remuneration in accordance with his contract and the terms of his contract. Under his employment contract, he had a restraint of trade that he retired from executive role. And you are drawing a comparison between a nonexecutive role and an executive role. Executive roles are very clearly defined in terms of restraint of trade and potential whether or not security is best and potential clawback if there's malice.

So he couldn't become a Stockland CEO, but he could have become their Chair, is that what you're saying, under this rule, effectively?

Technically.

Do you think that's right, though?

I think, yes, directors do matter, but I think that -- he was remunerated for being an executive, and the role is quite different. Are there any other questions? I now put Resolution 4 to the meeting as a nonbinding resolution of the company. Can I please ask that you now record your vote for Resolution 4, if you have not already done so. [Voting]

We now move to Resolution 5. Resolution 5 seeks approval to grant the company's CEO and Managing Director, Russell Proutt, performance rights as his long-term incentive under the GPT Group stapled security rights plan. GPT's long-term incentive plan includes 2 performance conditions, and each performance condition will be tested over the performance period of 4 years. 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? Given there are no questions, I now put Resolution 5 as an ordinary resolution of the company and the Trust. I ask that you now record your vote for Resolution 5, if you have not already done so. [Voting]

That now concludes the formal business of the meeting. We will now take any general questions from security holders. But if there are none -- oh, there is one. Please.

My name is [ Aaron Williams ], just a shareholder. I have 2 simple questions. I noticed that the new directors become automatically directors of a responsible entity. Who is the responsible entity?

Yes, the responsible entity is GPT Management Holdings Limited. It's a way -- so when we are appointed directors, we are directors of the responsible entity, which is the effectively trustee of the Trust.

I don't understand the need. Can you explain?

It's the way REITs are structured as a Trust and then the operating company, which are all deemed to be at one that there's a separate legal structure, and so we need to have and there's a licensing requirement for responsible entities. In fact, we may have -- do we have 2 responsible entities?

We do but sort of for the top group.

For the top group, we have 1, and that is a separate company, which requires there to be directors. So the directors of the GPT Group are directors of that responsible entity.

I'm sorry, I'm sure it's something to do with the company law and everything like that, which I'm not familiar with. But are there employees of the responsible entity addition to the directors of this company?

Yes. The employees are employed by the management holdings company.

Who pays them?

The group earnings, so the assets are owned by -- I'm being a bit simplistic in my description here. The assets, so the buildings, shopping centers, logistics sheds are owned by the Trust. And the employees and transactional banking, et cetera, and directors are employed by GPT Management Holdings. But for your purposes, that's as one, it's a legal structure about how REITs are structured.

I have to learn it. I think it's beyond me to understand what you're quite talking about. I'll get to my second question, which is pretty direct and are important to us all here. The share price has fallen drastically in the last 3 months. Is this just a consequence of the interim dividend? Or is there some other factor? And can you comment on that share price fall?

Yes, I can. It's been consistent with the entire sector and the market generally. It is a response to the geopolitical crisis occurring and the outlook in particular for interest rates and inflation.

Of course. Of course, the interest rates. Sorry. I understand. Thank you very much.

That's okay. Are there any other questions?

Thanks. Just brief, just want to thank you for offering general questions at the end. That actually is best practice. It's also very good that you followed the agenda today, a lot of big companies from Rio Tinto, JB Hi-Fi, Transurban don't, Macquarie. They just say, has anyone got a question or anything and throw that -- throw the agenda out. So you don't do that in board meetings. So you shouldn't do that at AGM. So thanks for following the agenda and respecting it. To reach best practice in AGMs, I'm assuming you're going to do the head count disclosure again today in your announcement, which you started doing last year, showing how many shareholders voted for and against. Is that going to continue?

Yes.

Great. So to get best practice, all you got to do is to early disclosure with the proxies and a hybrid and you'll be with Suncorp, Tabcorp, Computershare and Stockland, your competitor, ticking the boxes with best practice hybrid AGMs. So thanks for running a good AGM, and I hope you can address those 2 issues because early proxy disclosure just better informs the market and allows for a more fully informed debate. And obviously, the hybrid is just more inclusive and people don't have to travel. Apologies I can't stay afterwards. There is the Magellan meeting, which is the real reason I came today. So I won't ask you to pay for my flight.

Thank you. Thanks very much. So there appear to be no further questions, so thank you. Please complete your voting cards and if you have not already -- if you've not already done so. And I now declare the poll closed. I ask that the registry representatives now collect all the yellow voting cards, please. And the votes will be compiled by MUFG representatives. The results will be 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 for your participation in today's meeting. I invite you now to join the Board and management team for refreshments outside. Thank you.