Vicinity Centres (VCX) Earnings Call Transcript & Summary

Good morning, security holders, fellow directors, employees and guests. My name is Trevor Gerber, and I am the Chairman of Vicinity Centres. On behalf of my fellow directors, it is my pleasure to welcome you to the 2021 Annual General Meeting of Vicinity Limited and meeting of the unitholders of Vicinity Centres Trust, which I will refer to together as the meeting. Firstly, I would like to acknowledge the traditional custodians of the various lands that we meet on today around the country and pay my respect to the elders, past, present and emerging. I recognize and respect the cultural heritage, beliefs and relationship with the land, which continue to be important to the traditional custodians living today. It is just past 11:00 a.m., and as there is a quorum, I declare the meeting open. The Notice of Meeting, which was released to the ASX on 8 October 2021 is taken as read. A copy of the Notice of Meeting together with the proposed Vicinity Limited and Vicinity Centers Trust Constitutions are available on Vicinity's website. In light of restrictions associated with COVID-19 and Vicinity’s commitment to health and safety, we are holding this meeting virtually through the Link Market Services webcast platform, and I regret that we are not able to meet with you in person again this year. Today, Vicinity's CEO and Managing Director, Grant Kelley and I will address security holders. You will have the ability to view the meeting, though can ask questions via the webcast platform we are using today. Security holders may also ask questions directly to the meeting via a dedicated phone line. There is a Virtual Meeting Online Guide, which is available on our website and on the webcast platform. The guide outlines instructions on how to vote or ask questions during the meeting. Should you require any assistance during the meeting, the guide includes a phone number that you may contact during the meeting. Voting on all resolutions today will be decided of a poll, and I now formally open the poll on all resolutions. The poll will remain open for 5 minutes after the conclusion of the meeting, with the results of the meeting to be announced to the ASX as soon as possible following the meeting. I encourage security holders to submit your votes and any questions you may have earlier in the meeting via the webcast portal to ensure these are received. Alternatively for security holders who wish to ask questions directly to the meeting via the phone line, please do so at the appropriate time. We will address questions received during the discussion on the appropriate items of business. Questions submitted during the webcast may be moderated to avoid repetition. And in the interest of time, lengthy questions may be summarized. Should you encounter any technical difficulties during the meeting, the webcast will subsequently be made available on our website. If we experience technical issues, which result in the meeting being adjourned prematurely, we will resume the meeting this afternoon at 3:00 p.m. Sydney and Melbourne time. If the meeting is adjourned, we will provide security holders with more information regarding the adjournment via the ASX. I would like to formally thank security holders participating in today's virtual meeting and also thank those security holders who submitted their votes ahead of the meeting. In addition to revisiting Vicinity's FY '21 financial results, I would like to share my reflections on the company's performance over FY '21 and update you on our sustainability focused initiatives. I will then ask our CEO and Managing Director, Grant Kelley, to address you. After Grant's address, I will take any questions you may have on Vicinity or today's presentation before we move on to the formal part of the meeting. Firstly, let me introduce my fellow directors to you. Joining me on the webcast is CEO and Managing Director, Grant Kelley. Other nonexecutive directors on your Board joining us for today's webcast include Clive Appleton, Tim Hammon and Janette Kendall, who are standing for reelection today. Our other nonexecutive directors, Karen Penrose and David Thurin are also on the webcast. Unfortunately, Peter Kahan is not able to join us today due to ill health and then our best wishes to Peter for a speedier recovery. In addition to the Board, joining us today is Rohan Abeyewardene, our Group Company Secretary; Alison Parker and Michael Collins, representing Vicinity's external auditor, Ernst & Young; Jane Kenny, our Head of Investor Relations, who will relay your questions to me today and Vicinity's executive team. The returning officer for today's meeting is Jim Kompogiorgas from Link Market Services, our security registry. Turning now to a review of operations over the past year. While our financial performance in FY '21 demonstrated the magnitude of impact from the COVID-19 pandemic, operationally, it was a year of significant progress and strong execution. Vicinity more than honored its obligations imposed by the SME Code of Conduct, having allocated $231 million to struggling retail tenants, 90% of which was via outright rental forgiveness. In many cases, our support extended beyond the requirements of the SME Code, having supported larger retail partners in particularly challenged, but strategically important locations such as CBDs. I can confidently say that Vicinity contributed significantly to the longevity and viability of Australia's retail industry, and this contribution continues today. Our retail partners have faced a myriad of both prolonged and sporadic lockdowns, causing significant disruption around the country, particularly in Victoria and New South Wales more recently. Conversely, what we have seen following periods of lockdown is that our customers have been quick to return to their favorite retail destinations with an appetite and capacity to spend. In fact, the states with fewer COVID-19 disruptions are reporting sales figures well above 2019 levels. A resilient underlying retail sector underpinned buoyant leasing activity during the year, particularly in the second half of FY '21. Sophisticated retailers proactively positioned themselves for the full and sustained reopening of the economy, with a number of retailers consolidating store networks into premium centers. And while our leasing spreads outcomes were weaker in FY '21, the majority of new leases are on our standard terms with fixed 5% annual increases in rent, so we have actually locked in future growth. We have seen very few retailers entering administration so far. However, given the very challenging 19-month period, our outlook remains somewhat cautious, particularly with the expiry of SME Codes in Victoria and New South Wales in January next year. Maintaining a strong balance sheet has helped us to successfully navigate the pandemic and we are appropriately capitalized to withstand any further disruptions whilst maintaining flexibility to invest in future growth. From a Board perspective, we have been tremendously pleased with the way Grant Kelley and his executive team have fostered an even greater culture through the pandemic. During one of the most changing periods any of us have experienced, the teams have become more united during a time when they have been kept apart physically. The collaboration and communication across the entire business is at an all-time high, further strengthening our culture of high performance. I know I speak for the entire Board when I say that we have been delighted with what management and the team have delivered, and we are confident that the team has never been better positioned to deliver on its strategic priorities. Vicinity's financial performance for the 12 months to 30 June 2021, comprised 2 very different halves. The first half statutory net loss of $394 million primarily reflected the 3-month lockdown in Victoria during the first quarter and the pandemic's impact on valuations, particularly CBD assets. In the second half, we saw COVID-19 restrictions reduced, retailer confidence recovering and visitation and retail sales improved. At the same time, valuations progressed towards stabilization. Net property income for the year increased by $60 million to $743 million, largely due to additional income collected in FY '21 that related to the prior year. We paid a distribution per security of $0.10, up from $0.077 on the prior year, $0.025 of which was attributable to those one-off items that related to the prior year. As I said earlier, throughout the pandemic, we have maintained a strong balance sheet. Gearing at 30 June 2021 was 23.8%, which is below our target range of 25% to 35%. We also maintained our investment-grade credit ratings with an A stable rating from S&P and an A2 rating with Moody's, which changed its outlook from negative to stable in June this year. Fundamental to Vicinity's strategy is our approach to sustainability. Vicinity continues to be recognized and highly ranked by independent rating agencies. Recently, the Global Real Estate Sustainability Benchmark ranked Vicinity as the regional sector leader and #3 globally in the listed shopping centers category. This is an outstanding acknowledgment of the emphasis we place on sustainability. I'm delighted to see significant work being undertaken across the organization to ensure every person and every asset at Vicinity takes up their role as change agents for positive social and environmental transformation. As we outlined at the full year results, Vicinity is one of only 3 Australian companies included in CDP's Climate A-list. And we ranked seventh amongst our global real estate peers in the Dow Jones Sustainability Index. We published our first Modern Slavery Statement this year and further enhanced our approach by identifying and addressing Modern Slavery issues within our supply chain. We also furthered our commitment to extinguishing Modern Slavery by becoming a signatory to the United Nations Global Compact. We have further progressed towards our 2030 net zero target, and we have further strengthened our commitment to managing climate-related risks and opportunities with our formal support of the Task Force for Climate Change Financial Disclosure. The health and well-being of the communities in which we operate has never been more important to us. To ensure our customers were able to buy essential goods and services during the periods of lockdown, we kept our centers open and COVIDSafe. We also assisted in the broader health response by leveraging our assets to facilitate 8 COVID testing clinics and 2 vaccination hubs. I am also pleased to announce our recent partnership with the Australian Red Cross. This is an important alliance continuing our focus on community youth engagement and employment. Before I hand over to Grant, I would like to say how proud I am of the team at Vicinity in what proved to be another challenging year. Our center teams continue to navigate ever changing regulations to maintain a COVIDSafe environment for our customers and retailers. The leasing team had one of its busiest years in terms of number of deals completed and keeping our centers full while improving the retail offer. I'd like to thank Grant and the entire Vicinity team who successfully managed the short-term challenges while remaining focused on our transition from stabilization to sustained, long-term growth and value accretion. I'd also like to thank my fellow Board members for their efforts over the past 12 months and their ongoing commitments to Vicinity. And last but not least, I thank you our security holders for your continued support of our business. Thank you. I will now hand you to Vicinity's CEO and Managing Director, Grant Kelley.

Thank you, Chairman, and good morning. It gives me great pleasure today to be addressing you our valued security holders. The 2021 financial year was indeed an extraordinary period for Vicinity, our retail partners and the retail sector more generally. However, I echo the Chairman's sentiments that while 2021 was profoundly challenging, it was also a year of significant progress. Pleasingly, we enter 2022 with the balance sheet and team in place to stabilize our business and return to long-term, sustainable growth. At Vicinity, we are hopeful that we have seen the worst of the pandemic and have a growing optimism that what lies ahead now is a return to value creation. Adding to our cautious optimism is a favorable macroeconomic outlook for Australia. Despite the challenges of the pandemic, the Australian economy is recovering well, evidenced by strong consumer confidence, rising house prices and a robust employment market. Additionally, consumers have begun to draw down on the high level of savings accumulated during the pandemic. These indicators point to a positive outlook for the retail sector and the economy generally. All that being said, the first quarter of FY '22 has been challenging. Prolonged lockdowns in New South Wales and Victoria once again impacted our portfolio performance, especially in terms of center visitation and sales. However, retail trading in states less affected by COVID-19 remains strong, and we were pleased with the rebound in visitation in New South Wales and Victoria as restrictions started to ease in October. During the first quarter of FY '22, we preserved occupancy at 98.1%, largely in line with 3 months previously and despite our 2 largest markets being in lockdown. Additionally, the strong leasing activity of FY '21 continued into the first quarter of FY '22, particularly in Victoria. Across the portfolio, we completed nearly 370 leasing deals during the quarter with an average spread of negative 7.2%, which is significantly more favorable than the negative 12.7% over the course of FY '21. However, demonstrating the impact of lockdowns across the portfolio, total retail sales for the quarter were down 26% compared to the pre-COVID levels of 2019. The positive news was that in COVID-normal states, sales were up 7.1%, reflecting the high levels of discretionary spending capacity available to consumers. Interestingly, retail sales in Victoria for the quarter outperformed the same quarter last year, as many retailers were better equipped to adapt their store networks to service strong online demand via Click & Collect or by operating dark stores to fulfill online postal orders. Spend per visit continues to increase, up 30% across the portfolio during the quarter compared to the September 2019 quarter. And even in states less affected by COVID-19, where disruptions to shopping have been relatively minor, spend per visit was up 14%. Additionally, anecdotal feedback from our retail partners points to a strong reopening trade as we head into the key festive and holiday period. The pandemic has required us in many respects to manage Vicinity tactically and reactively. However, at the same time, we have also remained focused on managing for the long term. At our full year results, we shared our growth agenda for FY '22 and beyond, which focuses on actively growing core retail rental income, while accelerating our development and mixed-use projects and leveraging existing assets and capabilities to create value. Continuing the operational momentum delivered in FY '21, we recently enhanced our asset mix, acquiring a 50% interest in Harbor Town premium outlets on the Gold Coast and divesting our 50% share of Runaway Bay also located on the Gold Coast. As a hybrid outlet center, Harbor Town further solidifies Vicinity as the market leader in the growing and very attractive Discount Factory Outlet, or DFO sector. Collectively, these 2 transactions are incremental to earnings and we retain our exposure to the growing Gold Coast trade area. And stemming from our acquired interest in Harbor Town is a new strategic partner, Lewis Land Group. In terms of growing our core retail rental income, we are increasing the leasing activity to which I referred earlier, in order to maintain strong occupancy, improved leasing spreads and keep our centers vibrant, thereby driving increased customer visitation. While we made a conscious decision to restrict capital expenditure in FY '21, as we adjusted to a volatile and uncertain operating environment, we nevertheless made solid progress on our development pipeline. Specifically, we completed an expansion at Ellenbrook in Perth, which saw Kmart introduced into the important Northeastern growth corridor. Additionally, at the Glen in Melbourne, the final stage of the redevelopment was completed comprising 550 residential apartments across 3 towers located above the center. Our additional focus in FY '21 was on fast-tracking planning and approvals at both local and state government levels to progress the commencement of potentially transformational mixed-use and retail developments. A number of these developments have now gained Board approval to commence construction in FY '22, subject to satisfying conditions precedent. At Bankstown Central in Sydney, we are replacing an existing supermarket, revitalizing the fresh food offer and creating a mini majors precinct. These projects will allow the execution of major mixed-use development activities at Bankstown into the future. At Chadstone in Melbourne, leasing is well progressed on a planned new dining terrace and entertainment precinct. We are also nearing completion of a car park expansion, which will provide the necessary capacity to accommodate future development activity, including the construction of the proposed 20,000 square meter Middle Road office tower. Having rescoped our plans for Chatswood Chase in Sydney, we are advancing the amended DA and concurrently, securing binding agreements with retailers to enable project commencement. At Galleria in Perth, we plan to commence a significant ambience upgrade of the center and expand the food, entertainment and leisure precinct this financial year. Finally, at Bayside in Victoria, we have plans for 2 office towers for which we are actively seeking tenant pre-commitments. Collectively, these projects are intended to generate a more attractive consumer offering while introducing new customers and amenity in the form of commercial businesses. As we outlined at our annual results in August, the pandemic accelerated a number of structural shifts in the retail sector, including: an increase in online and omnichannel retail; reseller preference for flagship stores in premium centers; and the need to invest in data, digital and technology solutions. We are leveraging existing assets and capabilities not only to facilitate these shifts, but also increase our focus on innovation and enhance the experience of both customers and retailers. In FY '21, our in-house Data Science & Insights team developed a new leasing optimization tool, which is now fully operational and received very positive feedback from the leasing teams in the field. We are also developing a Retail Insights platform, which has already been trialed with retail partners. Building on our investment in property technology fund, Taronga Ventures, we also recently announced a strategic partnership with drone delivery business, Wing. This partnership is the first of its kind in Australia, enabling local shoppers to purchase items online at Grand Plaza in Brisbane and have these delivered directly to their door via drone. Also recently, we executed a strategic investment in leading e-commerce provider, Global Marketplace, the owner of Click Frenzy, Click Central and Power Central. Key objectives for this investment include marketing events, which bring more shoppers into our centers and increased utilization of Vicinity's network for logistics and online fulfillment. We will also have access to an online marketplace to assist Vicinity retailers with their omnichannel activities. And just last week, we announced a partnership with low-carbon energy company, ENGIE, to install electric vehicle fast-charging stations at up to 30 centers in the next 2 years. This partnership is aligned with Vicinity's net zero 2030 carbon target. Similar to much of FY '21, the first quarter of FY '22 was disrupted severely by the pandemic. But it has also been a remarkably active period in terms of execution against our strategic priorities. In the financial year-to-date, we have negotiated 2 transactions that strengthen our portfolio and which demonstrate our willingness to recycle our capital into assets with better long-term income and capital growth prospects; advanced our development pipeline and resumed capital investment; completed a large number of leasing deals as retailers position themselves for recovery; and made several strategic investments to further our data and innovation capabilities. In summary, we have the balance sheet strength to withstand further potential disruptions, while simultaneously pursuing our growth objectives. But while we are optimistic that positive momentum will be regained in the second quarter of FY '22, buoyed by the ending of lockdowns in our key markets and the resumption of interstate and international travel, we nevertheless maintain a level of caution due to the SME Codes of Conduct remaining in effect in New South Wales and Victoria until January 2022. And consequently, we will continue to withhold earnings and distribution guidance for FY '22 as we closely monitor prevailing conditions. In closing, and on behalf of the management team, I would like to acknowledge our security holders, both within Australia and internationally, and express our sincere thanks for their ongoing support of Vicinity. I'll now hand the meeting back to the Chairman.

Thank you for the comprehensive update, Grant. And I'd also like to reiterate the Board's acknowledgment of the significant effort from the management team as we've continued to navigate the dynamic external environment. We will shortly move to the formal business of this meeting. But before we do, I would like to address some procedural points regarding the virtual format of this meeting. Firstly, if you are a Vicinity security holder and would like to ask a question via the webcast platform, please click on the Ask a Question button on the meeting web page and follow the instructions. Alternatively, if you would like to ask a question via the dedicated phone line, please follow the instructions on Page 5 of the Virtual Meeting Online Guide. Before we check the phone line webcast platform, we received 3 questions prior to today's meeting that related to general business, which I shall respond to now. The first is from Peter McCauley, who asks, I note with some alarm that Vicinity have partnered with Wing and Alphabet to use drones for final mile delivery. Many in the community, including myself, are deeply concerned that the gradual erosion of privacy, including by the flying of drones over urban areas. What steps have Vicinity made to ensure the privacy of properties being overflown by these delivery drones? A second, very similar question was received on behalf of Patricia Smith Super Fund, which in addition asks, can the Chairman and Board assure shareholders and other stakeholders that residents living close to Vicinity assets will not have the acquired enjoyment of their properties impacted by these drones when rolled out to other centers? Firstly, thank you to you, Peter, and I assume Patricia for raising this with us. It is a fair and relevant question given that drone technology is relatively new. Vicinity and Wing are very cognizant that to be successful, our companies must operate in a law binding and respectful manner. The community should take comfort that there are very strict approval processes and regulations governing Wing's operation with oversight by the Civil Aviation Safety Authority and the Department of Infrastructure. Wing has successfully operated drone deliveries in Canberra for the past 3 years. We know that local government and community stakeholders in the city of Logan, where Grand Plaza is located, and where Wing has already operated for 2 years from a stand-alone site are pleased with the way in which Wing has managed its operations and responded to community concerns. With regard to privacy, first and foremost, we are assured that Wing abides by all Australian privacy laws. While Wing drones do have an onboard camera, it is only used as a backup safety device if primary onboard navigation systems fail. Flights are not recorded and there is no live video feedback to an operator. From a noise perspective, the Wing drones operate at 43 decibels, which is a noise level designed to not be heard inside people's homes. In fact, they're quieter than most cars. There were only 10 noise complaints to the regulator regarding Wing drones last calendar year. We should also remember this is a trial. And while it has been extremely popular to date, an expansion will, of course, be subject to continued successful operations and acceptance by the community. The third question comes from Natasha Lee, who asks, I note that the company has a 40% female representation target for the Board, which is considered to be best practice. However, it is disappointing that the Board is falling far short of achieving this target. Could you provide assurances that the Board is serious about this target and what steps are being taken to achieve it? Firstly, Natasha, thank you, and I acknowledge your point that there is some progress we need to make before we meet a target for female representation of the Board of 40% by the end of FY '23. I hope you take some comfort knowing this target reflects the importance our Board places on gender diversity, and I can assure you, we don't set targets like this lightly. As a Board, we're in a constant process of renewal, and this is a regular topic of discussion. While it's premature for me to comment any detail, I can say that at the right time, we are looking to appoint a new director and in doing so, appropriate consideration will be given to diversity criteria. Unfortunately, there isn't much more I can say at this time, but I reiterate that the Board is cognizant of this issue and is taking steps to address it. I'll now ask the operator if there are any questions on the phone line.

Chairman, we have no questions on the phone line.

Thank you, operator. Chairman, we have a question on the webcast from Ken. Will the Board commit to embracing technology in future AGMs by live streaming the meetings, i.e., with video of the speaker rather than just audio? This is equally applicable to meetings where in-person attendance is also possible.

Look, it is something that we can consider for future meetings, noting that we really look forward to engaging with our security holders in person when circumstances allow.

Thank you, Chairman. Our next question comes from [ Mary Christine Parks ]. What is the current distribution policy? And do you foresee the distribution returning to $0.17 per unit in the next 2 to 3 years?

So thank you. Mary. Our distribution policy is and remains at 95% to 100% of AFFO, which is adjusted funds from operations. The Board will continue to monitor the prevailing conditions in assessing distributions for this financial year, and we're certainly not, unfortunately, in a position to provide guidance at this time.

Thank you, Chairman. There are no further questions on the webcast.

Thank you, Jane. We will now move on to the formal part of the meeting, and in particular, the resolutions. The items of business are described in the Notice of Meeting. The first item of business is to receive and consider the financial reports of Vicinity Centres and the reports of the directors and auditor for the year ended 30th of June 2021, which were included in the 2021 annual report, which is available on our website. There is no requirement for security holders to vote on this item of business. The group's external auditor, Ernst & Young, is represented by Alison Parker and Michael Collins, both are on this webcast and can answer questions relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by Vicinity Centres and the independence of the auditor. I'll now ask the operator if there are any questions on the phone line.

Chairman, we have a question from John Virgona.

I'm sorry, my question is late for the next agenda item. I will wait until then.

So thank you. And John, we look forward to your next question.

Operator, any more questions on the line?

Chairman, there are no further questions on the phone line.

Thank you, operator. Chairman, we have no questions on the webcast.

Thanks, Jane. Let's now proceed to the resolutions. The voting exclusions that apply to today's resolutions are described in the Notice of Meeting. Items 2, 3a, 3b and 3c and 4 are ordinary resolutions, which are passed if more than 50% of the votes cast by or on behalf of security holders entitled to vote on the resolution are in favor. Items 5a, 5b, 6a and 6b are special resolutions, which are passed if at least 75% of the votes cast by or on behalf of security holders entitled to vote are in favor. Proxy votes received on each resolution before the meeting will be shown on the screen at the conclusion of any discussion on the item. As set out in the Notice of Meeting, as Chairman of the meeting, I intend to vote undirected proxies in favor of each resolution, and I now formally vote all undirected proxies in this manner and all directed proxies in accordance with the direction instructed by security holders. Item 2. The remuneration report for the company was released to the ASX on the 18th of August 2021 as part of the 2021 Annual Report, which is available on our website. As outlined in the Notice of Meeting, the remuneration report outlines Vicinity's reward principles and framework, Vicinity's performance for the 2021 financial year and the remuneration outcomes for executive key management personnel, or KMP as they're known, and remuneration received by directors and executive KMP in the 2021 financial year. The vote on the remuneration report is advisory only and does not bind the directors, the company or the responsible entity. However, directors will take into account the outcome of the vote and any security holder feedback when considering relevant remuneration matters in the future. The Board recommends that you vote in favor of this nonbinding resolution. The words of the resolution are displayed on the slide. I'll now ask the operator if there are any questions on the phone line in relation to Item #2.

Chairman, we have no questions on this item.

Thank you, operator. Confirming we have no questions on the webcast. Thank you, Chairman.

Thank you, Jane. The proxies received before the meeting will now be displayed on the screen. I'll move on. Item 3a seeks your approval for the reelection of Mr. Clive Appleton as a director of the company. Clive is eligible for election as a director and offers himself for reelection accordingly. The Board, other than Mr. Appleton, recommends that you vote in favor of this resolution. The words of the proposed resolution are displayed on the slide. Clive will now speak to his reelection.

Good morning. My name is Clive Appleton, and I'm pleased to offer myself for reelection to your Board today. I've had a long association with this company through its many evolutions and in consequence, many of its assets. My journey began back in the days when I was employed by Jennings Group, at that time, the largest homebuilder in Australia. It decided to build and hold a number of commercial properties, including shopping centers such as Elizabeth City Centre, Mandurah Forum, The Glen and [ Carafa ] Shopping Center to name a few, and which are all part of your portfolio today. That resulted in the formation of Jennings Properties Limited as a separate company, and I became its CEO. And it's subsequently listed on the ASX as Centro Properties. I left that entity to join The Gandel Group, which had just listed the Gandel Retail Trust. During my time as CEO, we acquired more shopping centers, such as Lake Haven; The Myer Centre, Brisbane; and QueensPlaza. We also developed and expanded many others, including the iconic Chadstone, which is without doubt the jewel in the crown of your current portfolio. Gandel Retail Trust merged with the Colonial Retail Group to form Novion. Shortly after that, I left to manage another listed company. However, I remained on the Gandel Group Board and, hence, stayed in touch by Gandel's unit holding. I subsequently joined the Board of Federation Centres, the rebirth center, and which later merged with Novion to form your company today. So I might be considered the Board's historian in some ways. I believe my knowledge of the assets, their history and journey, together with the experience gained over that journey equips me well to add value to the Board, and I look forward with your approval to continuing to serve as a director.

Thank you, Clive. I'll now ask the operator for any questions on the phone line in relation to Item 3a.

Chairman, we have a question from John Virgona from the Australian Shareholders' Association.

Thank you, Mr. Chairman. My question is related to Item 2, which unfortunately has been already considered, but due to typical difficulties I was not able to get it in on time. I was pushing the button, that didn't work on the phone. But basically, we wanted to say that we are grateful for the meeting we had with Vicinity, with yourself and the Head of Investor Relations prior to this AGM. And also the earlier meeting we had with Mr. Peter Kahan, Chair of Remuneration Committee, concerning the new LTI arrangements. In general, on balance, the ASA supports the remuneration report. There's a number of things in there, which are quite positive for 4-year period -- 4-year performance period. The presentation of an actual remuneration of payments -- remuneration report. But the one thing we're disappointed with is the dropping of the positive total shareholder return gateway, which was introduced last year, with the award based on relative TSR can still be made where the total shareholder return is negative. We feel in those circumstances, there should be no award under that measure with timing discretion to making awarded exceptional circumstances. Just wondering what your comments are on that.

Well, thanks, John. And sorry, you missed out on asking the questions a bit earlier, but no fail, no issue. Look, first of all, thank you both to you and Rod McKenzie for the engagement we had prior to the AGM. Your questions are always welcome and your involvement. We consider this really carefully. So COVID-19 and its circumstances and flow on impact have been very substantial, the likes of which none of us have ever seen before. So we've tested a lot of the norms, which is quite a constructive thing to do instead of accepting year-by-year, you go by the practice norms. It's a good idea to second double check, make sure the veracity of the issues. And if you think that it's deserving of change, I think you should do so. And that's what we did in this particular case. We made a decision that it was the right thing to do. It doesn't mean it's permanent. We will continue to reassess every year. Thanks, John. Was there anything else on this one?

No, that's it.

Chairman, there are no further questions on the phone line.

Thank you, operator. Chairman, confirming there are no further questions on the webcast.

Thanks, Jane. A summary of the proxy votes received on Item 3 before the meeting will now be displayed on the screen. I'll now move on to Item 3b. It seeks your approval for the reelection of Ms. Janette Kendall as a director of the company. Janette is eligible for election as a director and offers herself for reelection accordingly. The Board, other than Ms. Kendall, recommends that you vote in favor of this resolution. The words of the proposed resolution are displayed on the slide. Janette will now speak to her reelection.

Good morning, everyone. My name is Janette Kendall, and I'm honored to stand today seeking your support for my reelection to the Board of Vicinity Centres. By way of further background, I'm an experienced company director, having served on a number of public, private and not-for-profit boards for over 20 years. I'm also a fellow of the Australian Institute of Company Directors. I joined Vicinity's Board in December 2017. I'm also a member of the Remuneration and Human Resources Committee and the Risk and Compliance Committee. I bring to the Vicinity Board a depth of experience in governance, strategy, marketing, operations and digital transformation. My past executive experience was in the retail, hospitality and tourism industries working both in Australia and overseas. As a result, I bring a deep industry experience and understanding together with a rich customer perspective. I also have a deep understanding and firsthand experience of digital transformation, having worked with a number of organizations facing digital disruption since the mid-1990s. As an experienced company director, I understand the importance of building a strong culture with good governance. I'm committed to working hard and in the best interest of Vicinity Centres' security holders as we embark on the next phase of growth and transformation. Thank you in advance for your support.

Thanks, Janette. I'll now ask the operator if there are any questions on the phone line in relation to Item 3b.

Chairman, there are no questions on the phone line.

Thank you, operator. Chairman, confirming there are no questions on the webcast.

Thank you. A summary of the proxy votes received on Item 3b before the meeting will now be displayed on the screen. Item 3c seeks your approval for the reelection of Mr. Tim Hammon as the director of the company. Tim Hammon is eligible for election as a director and offers himself for reelection accordingly. The Board, other than Mr. Hammon, recommends that you vote in favor of this resolution. The words of the proposed resolution are displayed on the slide. Tim will now speak to his reelection.

Thank you, Chairman, and good morning, everyone. I am Tim Hammon and virtually, I stand before you today seeking your support for my reelection to the Board of Vicinity Centres. When I first joined the Board, the company faced a very significant challenge of rebuilding post the GFC. I consider that since then, a strong and resilient organization has been built as evidenced, for example, by the manner in which the company has navigated the pandemic. It has excellent retail assets, talented executives and is well supported by many other stakeholders. I chair the Risk and Compliance Committee and I'm very aware of the responsibility that this role carries. I'm also a member of the Remuneration and Human Resources Committee and of the Nominations Committee. I sit on one other listed company board. I also sit on the advisory board for 2 significant privately-owned businesses. I am the Chair of one of those advisory boards. These roles help me see different perspectives. I endeavor also to keep abreast of the rapidly changing world in which Vicinity operates, evolving customer and community expectations, rapidly evolving new technologies, new business models, new risk and compliance challenges and to understand the strategic implications for Vicinity. I respect your support for my reelection and the accompanying responsibility to work diligently with your Board for the benefit of all Vicinity security holders. Thank you.

And thanks, Tim. I'll now ask the operator if there are any questions on the phone line in relation to item 3c.

Chairman, we have no questions from the phone line.

Thank you, operator. Chairman, we have no questions on the webcast.

A summary of the proxy votes received before the meeting are now displayed on the screen. Now on to Item 4. This resolution seeks your approval for the grant of performance rights to our CEO and Managing Director, Mr. Grant Kelley, under the Vicinity Centres' equity incentive plan rules. The Board, other than Mr. Kelley, recommends that you vote in favor of this resolution. The words of the proposed resolution are displayed on the slide. I'll now ask the operator if there are any questions on the phone line in relation to Item 4.

Chairman, we have no questions from the phone line.

Thank you, operator. Chairman, we have no questions on the webcast.

Thank you. A summary of the proxy votes received before the meeting are now displayed on the screen. Now on to Item 5a. I now table a copy of the proposed company constitution, which is identical to the version included on dedicated 2021 AGM web page, but has been signed by me as Chairman for identification purposes. Item 5a seeks your approval for general amendments to the company constitution, being those amendments set out in the company constitution tabled by me, excluding those amendments highlighted with a gray background and as described in the explanatory memorandum to the Notice of Meeting. The Board recommends that you vote in favor of the special resolution. The words of the proposed resolution are displayed on the slide. I'll now ask the operator if there are any questions on the phone line in relation to item 5a.

Chairman, we have no questions on the phone line.

Thank you, operator. And Chairman, we have no questions on the webcast.

Thank you. A summary of the proxy votes received before the meeting are now displayed on the screen. Now I'll move to Item 5b. Item 5b seeks your approval for technology amendments to the company constitution being those provisions highlighted with a gray background in the company constitution tabled by me and as described in the explanatory memorandum to the Notice of Meeting. The Board recommends that you vote in favor of the special resolution. The words of the proposed resolution are displayed on the slide. Operator, do we have any questions on this item?

Chairman, we have a question from John Virgona from the Australian Shareholders' Association.

Thank you, Mr. Chairman. Australian Shareholders' Association opposes this resolution. We feel a state of technology is not there yet at the point where the shareholder's access is not compromised. And I think my experience today in today's meeting with the question -- my question not being able to be put before the resolution being voted on is a sort of an example of that. And also I've had trouble with the online webcast as well. A few times I had to refresh my screen to get going and it says that votes I have cast haven't been cast. I've had to recast them. In general, the view of the ASA is that fully virtual meeting chain occur in states -- in the state of emergencies and not otherwise. And I think in today's meeting, we don't have a webcast. We just simply have pictures and a presentation, not a live video. [indiscernible] Brambles have made similar resolutions to withdraw on those. It's our view that this resolution is premature. We understand that it's not intention of Vicinity to hold virtual-only meetings. But we feel that it does have a potential to be detrimental to shareholders, particularly retail shareholders. So consequently, ASA will be directing its undirected proxies against this resolution.

So thanks, John. Look, first of all, critically, as you yourself have just said, we have no intention of using this particular ability to perpetuate virtual AGMs. We share your views about the shortcomings that they have. As you know, we went into the COVID period where this was something that the regulators had you have a really urgent look at because the legislation was behind actual life. So all we were doing was saying, "Give your Board of Directors who manage $13 billion, $14 billion of assets, give us some flexibility to move without waiting for regulators if we think that it is necessary." So we don't disagree with any of your comments. This was all just about flexibility. And we have the same item coming up in the trust resolution a little bit further on. Perhaps I'll address it slightly more, but we take all your points. Thank you.

Chairman, there are no further questions on the phone line.

Thank you, operator. And Chairman confirming there are no further questions on the webcast.

Thanks, Jane. A summary of the proxy votes received before the meeting are now displayed on the screen. Based on the proxy results for this item that have just been displayed, it is apparent that the special resolution won't be passed, and I draw your attention to the 60% for vote, which is short of the special resolution requirement of 75%. But rather than addressing this further now, I'll make further comment after Item 6b, which is similar has been considered. I'll move to Item 6a. I now table a copy of the proposed trust constitution, which is identical to the version included on our dedicated 2021 AGM website that has been signed by me as Chairman for identification purposes. Item 6a seeks your approval for general amendments to the trust constitution being those amendments set out in the trust constitution tabled by me, excluding those amendments highlighted with the gray background and as described in the explanatory memorandum to the Notice of Meeting. The Board recommends that you vote in favor of the special resolution. The words of the proposed resolution are displayed on the slide. I'll now ask the operator if there are any questions on the phone line in relation to Item 6a.

Chairman, we have no questions on the phone line.

Thank you, operator. And Chairman, we have no questions on the webcast.

Thanks. A summary of the proxy votes received before the meeting are now displayed on the screen. I'll now move to Item 6b. So 6b is very similar to 5b, but for the trust instead of the company and the stapled structure, so I'll move through this really briefly. Item 6b seeks your approval for technology amendments to the trust constitution being those provisions highlighted with the gray background in the trust constitution tabled by me and as described in the explanatory memorandum to the Notice of Meeting. The Board recommends that you vote in favor of this special resolution. The words of the proposed resolution are displayed on the slide. I'll now ask the operator if there are any further questions on the phone line in relation to Item 5b -- 6b, sorry.

Chairman, we have a question from John Virgona from the Australian Shareholders' Association.

Thank you, Mr. Chairman. Just to say that our position on this resolution is the same as 5b, which is -- largely mirrors that the votes for the trust, they have opposed to the company constitution.

Appreciate it and noted. Thanks, John. Any other questions, operator?

Chairman, there are no further questions at this time.

Thank you, operator. And Chairman confirming there are no further questions on the webcast.

Thanks, Jane. A summary of the proxy votes received before the meeting are now displayed on the screen. It appears from the proxy voting displayed at today's meeting that the special resolutions pursuant to Items 5b and 6b regarding technology amendments to our company and trust will not be approved. We were quite deliberate in separating these amendments into stand-alone resolutions. Knowing that some parts of the community feels strongly about the issue of virtual-only security holder meetings, which we've just heard from John Virgona of the ASA, and these amendments that would have accommodated in the event relevant legislative changes are passed. Whilst we acknowledge these views, we considered it appropriate to incorporate these amendments into our constitutions to provide us with appropriate flexibility going forward and was never our intention to permanently move away from physical meetings. Indeed, we are really looking forward to engaging with our security holders in person when circumstances allow. We, of course, believe in shareholder democracy and, of course, accept the decision that has now been made. We would also like to thank our security holders for their support in relation to all our other resolutions, which appeared to have been approved based on the proxy submitted ahead of the meeting. Before I close the meeting, I would like to check if there are any remaining questions on the phone line or on the webcast. Operator, any questions on the phone line?

Chairman, we have no questions on the phone line.

Thank you, operator. And Chairman, we have no questions on the webcast.

Thanks, Jane, and thank you all. And now that we have considered all items of business, that concludes the formal business of today's meeting. I now declare the meeting closed, subject to completion of the poll. The poll will remain open for 5 minutes to allow any final votes to be submitted. If you have not yet submitted your votes via the webcast portal, please do so now. The final poll results will be released to the ASX and placed on Vicinity's website as soon as possible following the meeting. On behalf of the Board, I thank you all for your participation and continued support of Vicinity, and we look forward to seeing the final tally of all the votes cast for the resolutions considered today. Please stay safe. And we hope to see many of you that are listening in person, hopefully, at next year's AGM.