Vicinity Centres (VCX) Earnings Call Transcript & Summary

Thank you. Good morning, ladies and gentlemen in the room. In the event of an emergency this morning, could I ask you to leave the room by the doors at the rear, proceed outside and proceed up the stairs to Castlereagh Street, and the format point is on the other side of Castlereagh Street. Please do not use the lifts. If you require amenities this morning, again out through the rear door and down the hallway on the left. Thank you.

Thank you for standing by, and welcome to the Vicinity Centres' Annual General Meeting 2022. [Operator Instructions] I would now like to hand the conference over to Trevor Gerber, Chairman of Vicinity Centres. Please go ahead.

Good morning, securityholders, fellow directors and our 4 Director nominees, employees and guests. My name is Trevor Gerber, and I'm the Chairman of Vicinity Centres. On behalf of my fellow directors, it is my pleasure to welcome you today to the 2022 Annual General Meeting of Vicinity Limited and meeting of the unitholders of Vicinity Centres Trust, which I will refer to together as the meeting. It is just past 11 a.m., and as just a quorum, I declare the meeting open. In doing so, I would like to acknowledge the traditional custodians of the various lands on which we meet today and pay my respects to their elders, past and present. I recognize and respect their cultural heritage, beliefs and relationship with the land, which continue to be important to the traditional custodians living today. Presenting with me today is your CEO and Managing Director, Grant Kelley. Also joining us today are 4 director nominees, Tiffany Fuller, Michael Hawker, Georgina Lynch and Dion Werbeloff are seeking your approval to join the Vicinity Board today. And of course, Clive Appleton, Tim Hammon, Peter Kahan and Janette Kendall. In addition to the Board, here with us today is Rohan Abeyewardene, our Group Company Secretary; Alison Parker and Michael Collins, representing Vicinity's external auditor, Ernst & Young; Jane Kenny, our Acting Chief Corporate Affairs Officer, who will relay in the online questions to me today and various other members of Vicinity's management team. The returning officer for today's meeting is Jim Kompogiorgas from Link Market Services, our security registry. Before we proceed, I have a couple of quick housekeeping points. As a courtesy, I would appreciate it if all mobile phones in the room can be turned to silent mode, please. Recording devices, cameras must not be used during the meeting. And in the event of an emergency, please follow the emergency exit signs and instructions of the venue staff. Today's meeting is being held in a hybrid format. We are pleased to have some of our securityholders here in person with us today in Sydney and to offer our Online Meeting Platform to those who can't be with us in person. Instructions on how to participate in today's meeting are included in the Notice of Meeting and Online Meeting Guide, which are both available on our website. We will address any security securityholder questions during the discussion on relevant items of business. Questions submitted online may be moderated to avoid repetition. And in the interest of time, lengthy questions may be summarized. I do encourage online participants to submit your votes and any questions you may have earlier in the meeting via the online platform to ensure they are received and questions can be addressed at the relevant part of the meeting. If you are a Vicinity security holder and would like to ask a question via the Online Meeting 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 Online Meeting Guide. For those in the room, if you were issued a yellow or blue card, you're entitled to speak at the meeting. If you need assistance, please see a Link Market Services team member at the registration desk. Should securityholders online encounter any technical difficulties during the meeting, the webcast will subsequently be made available on our website. If we experience any technical issues today, a short recess or an adjournment may be required. If this occurs, I shall advise you accordingly. The Notice of Meeting outlines the items of business before the meeting today and has been made available to all securityholders. I will take the notice as read. Voting on all resolutions today will be decided on a poll. Yesterday, we announced that Peter Huddle, our Chief Operating Officer, will be appointed as Acting Chief Executive Officer from the conclusion of this meeting, which will bring forward our current CEO, Grant Kelley's retirement to occur concurrently. I will comment more on this later. But as a result of this announcement, resolution 5 as set out in the Notice of Meeting relating to an equity grant to Grant Kelley as part of this FY '23 remuneration package is withdrawn. I now formally open the poll on all remaining 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 would like to formally thank securityholders who are participating today and also those who submitted their votes ahead of the meeting. Following the conclusion of today's meeting, I would invite the securityholders here today to join the Board and executive team for some light refreshments just outside the room. Today, I will share my reflections on the 2022 financial year at Vicinity. I will then ask our CEO, 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. So FY '22 was a year of recovery and substantial progress at Vicinity despite our 2 largest markets being New South Wales and Victoria being in lockdown for much of the first half. Nevertheless, our FY '22 headline results highlighted strong operational and financial execution in a resilient retail landscape where consumers continue to show confidence and capacity to spend and retailer confidence remained robust. Second half portfolio sales were 16% above their pre-COVID levels, reflecting a 5% compound annual growth rate. Strong sales and robust retail confidence supported an improvement in leasing spreads, occupancy rate and importantly, a collection of current and overdue rent. During the first half, we acquired Harbour Town Premium outlets on the Gold Coast and subsequently divested Runaway Bay on the Gold Coast. Together, these transactions added to portfolio quality and highlighted our appetite to recycle assets and opportunistically acquire growth assets in prized locations like the Gold Coast. Also during FY '22, we highlighted our significant retail and mixed-use development opportunities across our portfolio, and as Grant will outline shortly, the team had transitioned from planning to execution on a number of our flagship projects. And importantly, despite the persistent uncertainty throughout the pandemic and now in a shifting macroeconomic environment, Vicinity has been steadfast in maintaining prudent financial stewardship. Our low gearing and subsequent fixed interest rate hedging enabled Vicinity to partially mitigate the impact of rising debt costs while at the same time continue to invest in our long-term growth initiatives. More specifically on our FY '22 financial performance. Statutory profit for the year was $1.2 billion, an uplift of approximately $1.5 billion compared to FY '21, underpinned by a rebound in property valuations. Funds from operation was up approximately $39 million or 7% on the prior year, driven by an 8% increase in net property income or NPI as we call it. NPI growth largely reflected the sustained strength of retail sales and improved negotiation outcomes with retailers. NPI also benefited from growth in base rents and a continued recovery in ancillary income. Our gearing remained at the lower end of our target range of 25% to 35% at 25.1%, and we delivered a 23% increase in net tangible assets to $2.36 this year. Importantly, our prudent approach to allocating capital and managing our balance sheet saw us maintain our A grade credit rating from S&P and Moody's. At Vicinity, we have a strong belief that sustainability is fundamental to the successful execution of our strategy and the long-term performance of our business. During the year, we strengthened a number of our sustainability credentials, and our approach to sustainability continues to be anchored by our focus on driving shared value for all stakeholders. We continue to be highly ranked on the Dow Jones Sustainability Index, being the sixth ranked real estate company globally. Once again, Vicinity was ranked Oceana Sector Leader and #3 globally in the listed retail shopping center category by Global Real Estate Sustainability Benchmark. We published our second Modern Slavery statement as well as our second Innovate Reconciliation Action Plan. In recognition of our support for the community, we were listed in the top 50 GivingLarge list and the top 40 best workplaces to give work -- to give back, sorry. We became a supporter of a Task Force on Climate-Related Financial Disclosure or TCFD, and you can expect to see more from us in this space over the year ahead. And we continue to make good progress towards our net zero carbon target by 2030. Finally, we leveraged our strong sustainability credentials and investment in sustainability to date by completing our first Green Bond, raising $300 million. The issuance was oversubscribed, which was a further recognition of our sustainability credentials, and focus on responsible business practices. Before I hand over to Grant, I would like to say how enormously proud I am of the team at Vicinity. FY '22 was a challenging year, but clearly, a year of strategic progress and delivery, which is testament to the resilience, commitment and drive of all those who work at Vicinity. I'll convey my particular thanks to Grant, who retires as Vicinity's CEO and Managing Director at the close of this meeting. On behalf of my fellow directors, I would like to acknowledge and thank Grant for his achievements and contributions to Vicinity over the past 5 years, and we wish him well for his future endeavors. Testament to the talent we have at Vicinity is the Board's ability to appoint the company's Chief Operating Officer, Peter Huddle, to the role of acting CEO. While we complete the search for our new CEO, Peter's appointment is also effective at the close of this meeting. Prior to joining Vicinity, Peter had a long and distinguished career at Westfield in a variety of leadership roles in Australia, Brazil and in the U.S. Following the acquisition of Westfield by Unibail-Rodamco, which formed the largest global REIT in June 2018, Peter was appointed Chief Operating Officer of extensive operations and development business in the U.S.A. and was the only ex-Westfield executive on the Management Board. Since joining Vicinity in March 2019, Peter has been instrumental in bringing the company's property management, leasing, operations, development and marketing functions together and delivering a highly cohesive, integrated and customer-focused team. Peter has the skills and experience to continue delivering value for you, our securityholders, and we are delighted to be able to broaden Peter's exposure whilst bringing forward Grant's retirement. I'd also like to thank my fellow Board members for their dedication and hard work over the last 12 months. In line with our focus on orderly renewal, I look forward to welcoming and working with our new Board members subject to their election today and would like to acknowledge and gratefully thank David Thurin and Karen Penrose who have really of the Board for their tremendous contribution over many years. And last, but certainly not least, I thank you, our securityholders, for your continued support of our business. Thank you. And I will now hand you to the Vicinity's CEO and Managing Director, Grant Kelley.

Good morning. Thank you, Chairman, for those particular kind words, and it's wonderful to have everyone here today. It gives me indeed great pleasure to address you, our valued securityholders today. And as Trevor highlighted, FY '22 was a year of continued recovery and progress at Vicinity. Against the backdrop of a resilient retail sector, we delivered strong financial and operational results. And pleasingly, the momentum of recovery and strategic execution has continued into the first quarter of FY '23. While the macroeconomic environment remains uncertain, retail sales growth and buoyant leasing activity highlight resilient consumer demand and robust retailer confidence. Unemployment remains close to historic lows and household income growth and saving rates remain above long-term averages. While we've seen a modest softening across the housing market, average house prices remain elevated relative to pre-COVID levels, underpinning a continued wealth effect for homeowners. That said, we are yet to see the full impact of recent consecutive interest rate hikes on consumer spending. And so we are also mindful that the immediate outlook is uncertain and depends ultimately on where and when inflation peaks. Nevertheless, we remain cautiously optimistic of a soft landing for the Australian retail sector over the next 12 to 18 months. Turning now to our recent quarterly update, which we released to the market in late October. And pleasingly, our fourth quarter operating metrics reflected a continuation of a positive momentum delivered in FY '22. At negative 0.4%, we delivered our fifth consecutive quarter of leasing spread improvement. This was notably driven by positive leasing outcomes at Chadstone and across our Outlet portfolio. Retail sales for the quarter were 21% higher than pre-COVID, representing a 3-year compound average growth rate of 6.6%. Pleasingly, this strong growth rate was experienced across all states in Vicinity's national portfolio. All retail segments performed strongly with Majors up 15.5%, Mini Majors 33.2% and Specialties 23.7%. Australia's retail industry continues, of course, to evolve as it has always done. But while online retail continues to grow, the rate of growth has slowed. Australia's lack of urban density compared to, say, the United Kingdom means that last mile delivery is costly for pure-play online retail. Additionally, our customers come to our centers not only to purchase but also for the experience and most importantly to connect with people. But the choice for customers is not necessarily online versus in-store, is actually both. Our customers frequently search online and buy in-store or alternatively try on in-store and buy online at a later date. Traditional retail is indeed evolving to meet these trends and this evolution has given rise to retail stores operating now as many distribution centers, sending stock to customers directly from the store. Retailers are able to do this by housing higher stock levels in larger store formats. And while there's still early days in this evolution, we continue to progress Vicinity's role in facilitating easier and more seamless omnichannel retailing for our centers. From a category and format perspective, Vicinity is the market leader in Luxury retail as well as in outlets, both of which are weighted towards the strongest growing fashion categories, namely women's and men's apparel and accessories. And importantly, spend per visit remains elevated at 1.3x 2019 levels with strong growth, especially in our Luxury category and with to date manageable inflation, amplifying the positive impact of improving visitation and increasing dwell times at our centers. These strong results not only reflect a resilient consumer but also the underlying quality of our assets and our management team as well as our focus on building long-term strategic partnerships with retailers. Portfolio occupancy remains robust, and visitation across our centers improved to 86% of pre-COVID levels during the quarter. More specifically, in the month of September, if you exclude CBDs, center visitation is now 95% of pre-COVID levels. Cash collections remain, of course, a key focus for our team. During the quarter, we collected 95% of gross rental billings, representing a continuation of the positive momentum of FY '22 when we collected 91% of gross billings. We continue to work with and support retail partners who remain impacted by the pandemic, most notably SME tenants in our CBD locations. With the recovery gaining momentum, retailers are positioning themselves for the future, and we opened a number of new stores across our portfolio during the year. Vicinity is today the preeminent partner for luxury goods. Breitling and Balenciaga, for example, are expanding their presence in Australia, taking advantage of the strong demand for luxury goods. Our growth in luxury stores has also placed -- excuse me, LVMH into the top 10 largest retail groups across our portfolio. Despite the near-term challenge associated with more people working from home, sophisticated retailers are seeking space in premium CBD malls for their flagship stores, and we are capturing that demand whilst bringing first-to-market offers that create a retail vibrancy that we believe is second to none. Recently, we were excited also to open Australia's first NBA Store at the Emporium in Melbourne. Consumer demand for quality fresh food offers, which sit alongside traditional grocery stores also remains a key trend across a number of our centers. Melbourne's Sacca's Fine Foods is a great example of an elevated fresh food offer, and we recently expanded Sacca's network, opening a new store at Broadmeadows. Importantly, we also continue to broaden the retail offer across our market-leading premium outlet business with the expansion of Tommy Hilfiger and a new RM Williams at DFO South Wharf. And notably, in the last 12 months since we acquired a 50% interest in Harbour Town Gold Coast, our leasing team has enhanced the tenant mix, overseeing the expansion of Nike and Asics and introducing a new medical center, which is scheduled to open in early 2023. Together with our strategic partner, Lewis Land, we recently announced that Harbour Town had, for the first time, passed $500 million in annual sales. Our Outlet centers have indeed played an important role through the pandemic and will generally perform well through the cycle. We have been investing in our retail and mixed-use development for a number of years now, and it is encouraging to see our $2.9 billion pipeline transitioning from planning to execution, representing an exciting next phase of growth for Vicinity. Approximately 85% of the pipeline is focused on 6 major developments at Chadstone, Box Hill Central, Victoria Gardens, Chatswood Chase, Bankstown Central and Buranda Village. These are expected to complete between FY '23 and FY '27. Chadstone's entertaining and dining precinct, The Social Quarter will open this summer, and construction of Vicinity's first fully integrated retail and mixed-use development has also commenced, namely the new 20,000 square meter One Middle Road office tower, combining a new food market hall and alfresco dining precincts. Box Hill Central in Victoria and Bankstown Central in New South Wales have both recently welcomed brand-new Coles supermarkets, with the centers and their communities now enjoying enhanced retail and fresh food precincts. Across all our developments, whether they are transformational or smaller modernization such as ambience upgrades, we are committed to meeting the evolving needs of our customers and their communities with the right retail offering and experience. In summary, we have the right assets in the right locations and with a number of projects now underway, we look forward to sharing more with you over the coming year. In closing, our FY '22 results highlighted strong operational and financial execution. In a recovering retail landscape where consumers continue to show confidence and capacity spend and retailer confidence was overall robust. As part of our recent quarterly update on 28th of October, we reaffirmed our FY '23 earnings guidance with FFO per security expected to be in the range of $0.130 to $0.136, and with AFFO per security expected to be in the range of $0.109 to $0.115, and we continue to target a full year distribution payout ratio of 95% to 100% of AFFO. Our results also demonstrate that Vicinity remains the partner of choice for retailers who are looking for opportunities to grow. Indeed, we are seeing an increasing number of customers returning to our centers to connect with their favorite retailers or explore new ones. Our strong and flexible balance sheet and prudent approach to financial stewardship and sustainable growth are the bedrock for the next phase of growth. Finally, as you know, this will be my last AGM in my role as CEO and Managing Director of Vicinity. Retirement from the company was not an easy decision for me, but it is the right time for a new leader to take this fantastic business into the next phase of growth. I want to thank my team and indeed, all our many stakeholders. Over the past 5 years, we have achieved some great things together, and I am very proud of the change and strategic progress we have delivered, especially during the challenges of the pandemic. I would also like to take this opportunity to wish Peter Huddle all the very best in his new role as Acting CEO. Good luck, Peter. Finally and most importantly, I would like to now thank you, our securityholders for your fantastic support over the past 5 years. Thank you once again, and I'll now hand 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 negotiate the dynamic external environment. We will shortly move to the formal business of the meeting. Before we do, I'll now open up to any questions that securityholders may have on Vicinity or the presentation you have seen today. I remind you that only securityholders who hold a yellow or blue card may ask a question in the room. To do so, please raise your yellow or blue card at the relevant item of business and wait for the microphone, then please identify yourself before asking me your question.

Thank you, Chairman, and thank you for the Board for your performance during the year. Just got a few quick questions. I notice the maintenance capital expenditure has gone up reasonably significantly over the last year. Could you provide a bit of detail whether there's a bit of COVID catch up or more importantly, the effects on supply chain issues and rising costs, inflating the cost of any sort of work, which people are heading down these days?

It seems like you've asked and answered your own question. You're 100% right, it's all of the above.

Okay. And it's great that you've got embedded sustainability across your portfolio. Maybe I'll be answering my question again. I think it was mentioned about installed solar. I was looking at other forms like recycling water, and I think also importantly, having EV charging stations and retails of it. People are encouraged going to the retail outlets, but charging car will spill us big money?

Well, any dwell time is welcomed by us, and we've got a full program of all those things for the future. We just have to meter out the capital we want to spend and the returns we expect to see from those.

Okay. I suspect that next it was on the agenda. And you've mentioned the macro headwinds to be expected. Of course, that's going to hit different sectors differently, both different strata within society between the well off to the less well off. It probably would be a bit useful to sort of distinguish possibly in future annual reports. The rental which obviously drives the business between the sort of the discretionary versus the nondiscretionary sectors of your tenancy. It's also good that you mentioned that this is improving that diversity within the tenancy with medical samples and things like that. Is it possible to sort of provide a more granular detail on different sectors?

Look, it is possible for sure. And one of the great virtues of the sort of properties we own is that they are modestly risked assets. In other words, when you have 300 tenancies in a particular building, if you have a sector that's currently out of favor and it's cyclical, we have others that pick up. So that's the beauty of the structure. And whether it's discretionary or nondiscretionary, there are some times when you want more nondiscretionary, there are other times you want more discretionary. But certainly, we have all the breakups. We would give you a headache if we gave you all of our analyses, but I understand the desire because it is relevant information.

Yes. It's just that [indiscernible] just to get a feel of how exposed you might be to a particular sector.

Understand. I'm not sure what answers it would give you, but we're quite happy to share the information.

I can always find different insights. Thank you very much.

I know. Thank you. And as always, thanks for attending our AGMs and asking all the detailed questions. That's it on the room for the moment. So before the meeting today, we did receive one question from a security holder, which I shall respond to now. It is from David Bryce, who asks, I have received communications from Vicinity Centres' shareholder liaison officer in regarding to Vicinity Centres' move to become carbon neutral. Has Vicinity Centres' benefit from higher levels of ESG investor holdings in Vicinity Centres, which has lifted the share price. So thanks, David, for the question. This is an area of increasing focus and questioning from investors and rightly so. Vicinity's net zero target is amongst a range of initiatives as part of Vicinity enhancing its sustainability program year-on-year. So as you've heard today, we continue to be highly ranked in sustainability surveys as a result. In terms of ESG-specific investors, this is an area of growth but it's probably more correct to say that there's been an even stronger growth in the active ESG monitoring from all the investors. And we're increasingly receiving questions on a range of ESG topics. So share price is driven by a range of factors and having high sustainability ratings keeps us on most investors' radar, but this year, I think the market has gained a lot of confidence in Vicinity, around how well we have managed through and are recovering from the impacts of COVID. I will now open to the room. Are there any other general questions from securityholders here today. No, thank you. Operator, any questions on the phone line?

Chairman, we have no questions from the phone.

Thank you for that. We'll now move to the formal part of the meeting, and in particular, the resolutions. The items of business are described -- oh, we have a question.

Thank you, Chairman. We have a question on the webcast. My name is Henry Stephens, and I'm from the Australian Shareholders' Association. I have approximately 1 million proxy votes. I would like to thank the CEO for his tremendous contribution over the last 5 years. I have two questions. One, when do you think the working-from-home phenomenon will return to pre-COVID levels in Sydney and Melbourne? And number two, what is Vicinity doing about cyber risk?

So thanks, Henry. We as always met with representatives of the ASA, including Henry and discussed a range of issues. This particular one, I've not been asked by many to forecast when COVID is changing and how it's going to change, and I have to say to you, I [indiscernible]. So what it means when you have an uncertain environment running a vehicle like ours is that you're forced to recognize the higher relative risk profile and you make more flexible decisions and more modest decisions to lower that risk profile as you go through. So whatever the outcome may be and the recovery phase looks like, you will see us, over time, the more certainty we can get, the more open we can be about our CapEx and bring forward our program. And the second question, Jane?

What is Vicinity doing about cyber risk?

So cyber risk, goodness me, is that topic or what? Every day, we seem to open the newspaper and read another organization that's been hacked and what to do about it. The first thing I would say to you is that we are continually aware and concerned about cyber risk, but probably verging on the paranoid. The reality is that it is incredibly hard to protect yourself with great certainty. But you can, of course, take risk prevention measures, and that's what we do. So we had -- a few weeks ago, we had a full company-wide including the Board, cybersecurity exercise. We went through the process. We understood systems. We tested the responses. We had good discussions and debates. So we have a very lively process about cybersecurity. But as I emphasize, I don't think there is any user in Australia or in fact, global that is impervious to cybersecurity. Thanks, Henry.

Thank you, Chairman. We have no further questions online.

Thanks, Jane. So we'll now move 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 meeting 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 2022, which were included in the 2022 annual report, which is available on our website. There is no requirement for securityholders to vote on this item of business. The group's external auditor, Ernst & Young, as I said earlier, is represented by Alison Parker and Michael Collins, both of you whom are present and can answer questions relevant to the conduct of the audit, the preparation of the audit and the content of the auditor's report, the accounting policies adopted by Vicinity Centres and the independence of the auditor. I'll now open the room for any questions on item 1. Do we have any questions on the phone line?

Chairman, no questions on the phone.

Thank you. Jane, online platform?

Chairman, no questions on the online platform.

Thank you, Jane. So let us now proceed to the resolutions. The voting exclusions that apply today are described in the Notice of Meeting. As mentioned in my opening remarks, given the transition of the CEO role at the conclusion of this meeting and executive search soon to be on foot, resolution 5 with respect to an equity grant to Grant Kelley as part of this FY '23 remuneration package has been withdrawn. Items 2, 3a to 3e and 4 are ordinary resolutions. Ordinary resolutions are passed if more than 50% of the votes cast by or on behalf of securityholders entitled to vote on the resolution are in favor. Item 6 and 7 are special resolutions. They are passed if at least 75% of the votes cast by or on behalf of securityholders entitled to vote on the resolution 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 the securityholder. Item 2, the remuneration report for the company was released to the ASX on the 17th of August 2022 as part of our 2022 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, the link between Vicinity's FY '22 performance, strategy execution and the remuneration outcomes for our executive key management personnel, KMP as we call them, and the remuneration received by directors and executives, KMP. The vote on the remuneration report is advisory only and does not bind the directors, the company or the responsible entity. However, directors will, of course, take into account the outcome of the vote and any security holder feedback when considering relevant remuneration matters in the future. The Board recommends you vote in favor of this nonbinding resolution. The words of the proposed resolution are displayed on the slide. I'll now open up the room for any questions on item 2. Nothing in the room. Operator?

Chairman, no question via the phones.

Thank you. Jane?

Chairman, no questions via the platform.

Thank you, Jane. Item 3a seeks your approval for the election of Ms. Tiffany Fuller as a Director of Vicinity Limited. Tiffany is eligible, having been nominated for election as a Director by your Board and offers herself for election accordingly. The Board recommends that you vote in favor of this resolution. The words of the proposed resolution are displayed on the slide. Tiffany will now speak to her election.

Good morning, and thank you, Chairman. My name is Tiffany Fuller, and I'm delighted to be considered today for election to the Board of Vicinity Centres. I'm an experienced company director, operating in various sectors with a focus on financial services, investment in funds management, technology and consumer. I've been on public Boards for over 10 years and have expertise chairing both risk and audit committees. My executive career was both multi-disciplinary and multi-industry-focused operating across accounting and financial advisory, corporate finance, management consulting, investment banking and private equity at both for Anderson and Rothschild here in Australia and overseas. I joined Rothschild in M&A with a focus on infrastructure technology, financial services and retail and then moved across to private equity, which included both raising and investing third-party capital as well as managing funds for wholesale investors and in-house balance sheet. I therefore bring to Vicinity a very broad skill set, including deep finance and accounting literacy, strong commercial and finance strategic judgment, risk management and governance skills and an ability to build knowledge across multiple different sectors. I'm also a qualified chartered accountant. As a Director, I'm a principled and values-driven critical thinker, and I take my independence very seriously. I'm currently on the Boards of Computershare, Washington H. Soul Pattinson and Australian Venue Co., which is a private company in the hospitality sector. I was attracted to Vicinity by the caliber of the Board, its vision for growth, my passion for retail as an industry and my strong interest in the property sector. I'm delighted to seek before you today, and I thank securityholders for that opportunity.

Thanks, Tiffany. I'll now open up the room for any questions or item 3a.

Thank you, Mr. Chairman. It's actually shareholder again. Not a specific question particularly. I've noted that you seem to have increased number of women on your Board. I just wanted to make a comment and remind the Board that 40% female representation as Board's -- considered Board's best practice as far as Board and seek a commitment from the Board to achieve that. As well as there is talk about diversity and inclusion within the company generally. That should also apply to Board representation as well. So in seeking safety now or increasing number of female representatives don't come to look at the types of diversity. Do we have a commitment?

So I'm not going to give you a yes or no answer to such a complex question. I will tell you the process we go through. We search for the best and the most capable people and the people with the right makeup, which includes integrity, honesty, clear thinking, business experience, good judgment, all those factors. Obviously, we would love to increase representations on the Board from all sorts of participants, including gender diversification, but by no means limited to that, but they have to fit our requirements as well. And the problem we have is that we've spent decades, where women have not had an even playing field. So the women coming through the ranks at this point are not equal in representation when you get to director-type capabilities. You don't have quite the field. It is critical for us that we appoint the right people. So I'd say to you very openly that the directors on this Board that are also women are there because they are incredibly capable people, not because they are women. We will continue to do that. So I do also note that 50% of our team are in fact, female. So we've managed to achieve that, but I think it may be some years before that percolates up to the level of Board, but we will continue to reassess but I cannot stand in here for the reasons I've given you, give you an unlimited commitment.

No, thanks for that. Look, it's the sort of the response I expected. I think that Board may just sort of think more generally about definitions of merit and I'm not saying that anybody is not capable on the Board, but just explaining the thinking about it.

I think it's a very valid point, and we challenge ourselves to try do that. I think it's an ongoing process for all of us. Thank you. Operator, any questions?

Chairman, no questions from the phone.

Thank you. Jane?

Chairman, no questions on the platform.

Thank you very much. A summary of the proxy votes received on item 3a before the meeting will now be displayed on the screen. I think that looks a bit of the landslide to me, Tiffany. Item 3b seeks your approval for the election of Mr. Michael Hawker, as the director of Vicinity Limited. Michael is eligible, having been nominated for election as a director by your Board and offers himself for election accordingly. The Board recommends that you vote in favor of this resolution. The words of the proposed resolution are displayed on the slide. Michael will now speak to his election.

Thank you very much, Chairman, and good morning, ladies and gentlemen. It's a great honor to be invited to join the Vicinity Centres' Board and to serve you securityholders should I be ratified in the meeting today. I believe I have the appropriate experience to way contribute to the Board and serve you as your representative. I have 24 years history from 1994 to 2008 as a successful business executive, working primarily in international financial services organizations. The businesses I have managed range from global financial and capital markets, treasury, funds management to life general health insurance as well as domestic wholesale and retail banking. During my career, I've managed employees based in over 200 -- sorry, over 20 different countries, U.S., U.K., Europe, Middle East, China, India, Asia, Pacific Islands, Australia and New Zealand. This has given me practical experience in how to build successful companies with great people, a common purpose and inclusive culture, an understanding of the international investment in capital markets, how economic conditions and demographic changes, both internationally and domestically impact your business and understanding how to navigate the business impact caused by technology, digitalization and effective data management. Over the past 34 years, I've had extensive experience as a company director as an executive director and as a nonexecutive director, having been a Board Director of regulated financial services companies since 1989. My listed company experience, as a Board of Directors started in 2001 when I was appointed as CEO and Manager of Insurance Australia Group or IAG. Following my retirement from executive life in 2008, I've become a non-executive director of listed companies, including 10 years as non-executive director of Macquarie Group and 9 years at Aviva plc, which is a fortune 100 company listed in the London Stock Exchange. I currently serve as the lead independent director of Washington H. Soul Pattinson, and I've been there for 10 years and also a nonexecutive director of Westpac Banking Corporation for the last 2 years. In the analysis space, I became a non-executive director of BUPA's Global Board in London and Deputy Chair of BUPA's Australia and New Zealand businesses in 2019. Since July this year, I'm a Non-Executive Director of Allianz, that's the global insurance company's Australia and New Zealand businesses. During that time, I've served on company Boards, I've chaired Audit Nominations, Remuneration Risk Sustainability and Technology Committees. These Boards bring me the added benefit different to my executive experience of insights into how other organizations are dealing with global and domestic issues, whether it be the importance of technology and data management, understanding the benefit from diversity of thought, management of geopolitical risks, cybersecurity, asset price cycles or assessing the economic issues such as inflation, rising interest rates, supply chain fragmentation, the changing nature of work in today's world and the acceleration of change. Finally, I've had some experience in government public policy having been the President of the Insurance Council of Australia, Chairman of the Australian Financial Markets Association, a Board member of the Geneva Association which is a global think tank on insurance risk, a member of the Australian Government's Financial Sector Advisory Council, FSAC, a member of the Business Council of Australia and a Director of the Australian Chamber of Commerce and Industry. And in the community sector, I sit on the Boards of the New Zealand Contemporary Art, [indiscernible] which is an indigenous organization. Chair of the ABC -- ABCN Foundation, which is a charity which provides mentoring to children in the bottom socioeconomic schools across Australia. I believe my experience gained as both as an executive and as a nonexecutive board director giving the appropriate background to serve on your Board. Thank you for your consideration, and now I would appreciate your support today. Thank you.

Thanks, Mike. I'll open the room for any questions on item 3b. Operator, any questions?

Chairman, no questions currently on the phones.

Thank you. Jane?

Chairman, I have one question from Henry Stephens. This is addressed in regards to Mike Hawker. We are concerned that you may be overcommitted. If you are elected to the Vicinity Board, you will be a Director of 6 Australian companies, of which 3 are very large ASX-listed companies, namely Westpac, Soul Pattinson and Vicinity. In addition, you are on the Board of BUPA Global, BUPA Australia and Allianz Australia. Can you give us a feel for the level of work involved in the 2 BUPAs and Allianz and how this compares with your workload at Westpac?

I'll just add a prescript to that. That is, I worked for a very successful man for a very long time and used to have a saying, if you want something done, give it to a busy person. So with that, Mike, go ahead.

Thank you, Chairman. And thank you, Henry. I am busy, there's no doubt about that. I do find that the work that I'm doing is very complementary. And 4 of the boards I sit on, which is BUPA, Allianz, Westpac because I'm on 2 Boards at BUPA. For BUPA, for instance, the Australian business is their biggest business. So for me, as a Board Director on the Global Board, it's very pretty helpful to understand what's going on in their biggest business globally. So they're very synergistic from that point of view. The Allianz business and Westpac are both -- and with BUPA are all regulated organizations in a space where I've been working since 1984, so I'm comfortable with that. I understand the regulation, the regulators. I know where it's coming from. I do find the benefit of working across different organizations. In different countries, you can see the regulation moving around the world, and you can help other companies understand what is happening. So I find this -- it's my bread and butter. I understand this business very well. So the other 2 businesses, which are different are Soul Pattinson. They're an investment company, global investment company primarily in ASX of Australia, but expanding. And again, they are impacted by the very same factors that financial services companies are impacted by. And then I look at the property business. I do find that synergistic as well because property is the largest collateral that banks hold against debt. And I also give you a feel for domestic retail spending, which gives you another good sense of where the economy is moving. So I find that they all add value. I feel that I am a better director from the broad experiences that I gained for those organizations, which I think is very relevant for all 6 organizations, which I want to be part of. I hope that helps in understanding the question.

Thanks, Mike. Appreciate that, and thanks Henry for the question. Anything more on the...

Chairman, no further questions on the platform.

Thank you. A summary of the proxy votes received on Item 3b before the meeting will now be displayed on the screen. I think most shareholders think you're a decent director, Mike. Item 3c seeks your approval for the election of Mr. Dion Werbeloff as a director of Vicinity Limited. Dion is eligible having been nominated for election as a Director by our Board and offers himself for election accordingly. The Board recommends that you vote in favor of this resolution. The words of the proposed resolution are displayed on the slide. Dion will now speak to his election.

Thank you, Chairman, and good morning, everyone. Thank you for giving me the opportunity to address the meeting today. My name is Dion Werbeloff, and I sit before you today seeking your support for my election to the Board of Vicinity Centres as a nonindependent nonexecutive director. I'm nonindependent due to my association with our major securityholders, the Gandel Group. To add some further information to the detail in the Notice of Meeting, I have developed certain expertise over a 30-year executive and Board career that I believe will enable me to make a strong contribution to Vicinity on behalf of all investors. For the past 8 years, I have specialized in retail property, investments and financial management as COO and then CEO and Executive Director at Gandel Group. This operational experience in the property sector complements the experience I've had over more than 22 years in investment banking in Australia and the United States. As a Managing Director and COO for Goldman Sachs Investment Banking business, in Australia and New Zealand, I've advised companies and boards in a range of industries on strategy, mergers and acquisitions and corporate finance. These roles at Gandel Group and Goldman Sachs have provided me with expertise in retail property, in general investment in strategy and M&A, in governance and in broad-based people and financial management. I look forward to using this experience to create value at Vicinity on behalf of all securityholders. If you elect me today, I look forward to working on your behalf for the future of Vicinity. Thank you.

Thanks, Dion. I'll now open up the room for any questions on Item 3c. Operator, any questions?

Chairman, no questions on the phone.

Thank you. Jane?

Chairman, no questions on the platform.

Thank you very much. A summary of the proxy votes received on Item 3c before the meeting will now be displayed on the screen. Comfortable, Dion. Good. Thank you, everybody. Item 3b seeks your approval for the election of Ms. Georgina Lynch as a Director of Vicinity Centres. Georgina is eligible having been nominated for election as a Director by your Board and offers herself for election accordingly. Board recommends that you vote in favor of this resolution. The words of the proposed resolution are displayed on the slide. Georgina will now speak to her election.

Thank you, Chairman, and good afternoon, everyone. I am Georgina Lynch, and I'm delighted to be standing before you today seeking your support for my election to the Board of Vicinity Centres. By way of background and to add some further details to the information in the Notice of Meeting, I have 30 years combined executive and board experience in the real estate and financial services sector. This experience has provided me with a deep knowledge of the sector Vicinity Centres operates in and a keen appreciation of the opportunities for Vicinity Centres as they embark on the next phase of transformational growth. I am particularly looking forward to bringing my experience in property funds management, guided in the establishment of domestic and global wholesale property funds to the Board of Vicinity. I made the transition from my executive career to non-executive director in 2016 and with appointed Chair Cbus Property in 2019. Cbus Property is one of Australia's largest integrated property developers with an impressive track record in developing 6 Green Star highly sustainable buildings. It currently has a $6.4 billion core portfolio, mainly comprising A-grade office buildings and a significant residential development pipeline. I'm looking forward to bringing my current knowledge of the property development sector and deep understanding of the key drivers to performance in this rapidly changing sector to my role at Vicinity. In the ASX-listed arena, I sit on the Board of Waypoint REIT and for one more week Tassal Group. In these roles, I have a particular focus on the importance of good governance and transparent and effective organizational culture. I also sit on Board of Evolve Housing. Evolve is a social and affordable housing provider in New South Wales and Victoria. The work they undertake to provide safe and affordable housing is incredibly significant. On a personal note, I am committed to using my skills and experience to try and unlock better and more affordable housing for many Australians in need of assistance. If elected, I'm committed to diligently representing your interests, and I'm grateful for your consideration of my election today. Thank you.

Thanks, Georgina. I'll now open up the room for any questions on Item 3d. Operator?

Chairman, no questions via phone.

Thank you. Jane?

Chairman, no questions on the platform.

Thank you very much. A summary of the proxy votes received on Item 3d before the meeting will now be displayed on the screen. As the next item of business relates to my reelection, I will now hand over to Peter Kahan, who will tell me for this item.

Thank you, Trevor. Item 3e seeks your approval for the reelection of Mr. Trevor Gerber as a director of Vicinity Limited. Trevor Gerber is eligible for election as a director and offers himself for reelection accordingly. The Board, other than Mr. Gerber recommends that you vote in favor of his resolution. The words of the proposed resolution are displayed on the slide. Trevor will now speak to his reelection.

Thanks, Peter, and I appreciate the opportunity, everybody. So my background -- my main executive career was at Westfield for 14 years. And the positions I held through that time included Group Treasurer for the global entity and then subsequently, Director of Funds Management for the 2 listed REITs at Westfield brand in that time. I left there in late 1999 and then took on professional directorships. So I've been doing this for some 22 years approximately. I have been on Board through a variety of industries, through a variety of circumstances. I've seen lots and hopefully, I've learned lots too. The challenge is important but also the rewards are immense in getting stuff right which requires dedicated effort and energy, which I hope I bring to the table. I joined this Board in 2014, and I was appointed Chairman straight after the AGM in 2019, just in time to welcome COVID into our midst, which has been obviously delightful timing. Thanks, everybody. And I really look forward to continuing this process. I think we have an exciting vehicle. I think we have a great team, and I would appreciate your votes. Thank you very much.

Thank you, Trevor. I'll now open up the room for any questions on item 3e. Operator, any questions?

Mr. Kahan, no questions via the phones.

Jane?

No questions on the platform. Thank you.

Thank you very much. Peter, do you want to carry on? No one on platform?

No questions on the platform. Thanks, Peter.

Thank you. The summary of the proxy votes received before the meeting are now displayed on the screen. I now hand back to the Chairman who will chair the rest of the meeting.

Thanks, Peter. Now to item 4. This resolution seeks your approval to increase the maximum aggregate amount available for nonexecutive directors' fees in any financial year commencing on or after 1 July 2022 from $2.25 million to $2.7 million, an increase of $450,000. Noting the nonexecutive directors' interest in this resolution, the Board recommends that securityholders vote in favor of this solution. The words of the proposed resolution are displayed on this slide. I'll now open up the room for any questions on item 4. Operator, any questions?

Chairman, no questions from the phones.

Thank you. Jane, any questions?

Chairman, no questions on the platform.

Thank you very much. A summary of the proxy votes received before the meeting are now displayed on the screen. As noted earlier, item 5 has been withdrawn. Now onto Item 6. Item 6 seeks your approval to reinsert the partial takeover provisions into Vicinity Limited's Constitution as Rule 21 in the same form as those approved at the 2018 AGM and as described in the explanatory memorandum to the Notice of Meeting. The Board unanimously recommends that shareholders vote in favor of this resolution. The words of the proposed resolution are displayed on the slide. I'll now open up the room for any questions on item 6. Operator, any questions?

Chairman, no questions on the phones.

Anything on line, Jane?

Nothing online. Thanks, Chairman.

Thank you. A summary of the proxy votes received before the meeting are now displayed on the screen. Now on to Item 7. Item 7 seeks your approval to reinsert the partial takeover provisions into the Vicinity Centres Trust Constitution as rule 12.11 in the same form as those approved at the 2018 AGM and as described in the explanatory memorandum to the Notice of Meeting. The Board unanimously recommends that securityholders vote in favor of the resolution. The words of the proposed resolution are displayed on the slide. I'll now open up the room for any questions on item 6. Operator, questions?

Chairman, no questions via the phones.

Jane, online?

No questions on the platform. Thanks, Chairman.

Thank you. A summary of the proxy votes received before the meeting are now displayed on the screen. Before I close the meeting, I would like to check if there are any remaining questions on the phone line or on the online platform. Operator, any final questions on the phone line?

Chairman, no questions via the phones.

Thank you, operator. Jane, any final questions?

No final question. Thank you, Chairman.

Thank you very much. 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. I now ask that if you have not already done so, can you please select for, against or abstain next to each of resolutions 2 to 7 inclusive on your paper voting card. Please make sure you hand this card to one of the returning officers representatives at the exit area. If you had not yet submitted your votes via the webcast portal, please do so now. Final poll results of today's meeting 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. The meeting is now closed. Thank you.