Good morning, ladies and gentlemen, thank you for joining us today at Waypoint REIT's 2023 annual general meeting, comprising the annual general meeting of the shareholders of Waypoint REIT Limited and the general meeting of unitholders in Waypoint REIT Trust. It is just after 10:00 A.M., I'm informed by the Company Secretary that a quorum is present. I declare the meeting properly constituted and open. Please take a moment to ensure your mobile phones have been switched to silent. My name is Laurence Brindle, I'm the Chair of Waypoint REIT. Joining me today are my fellow directors, Georgina Lynch, Susan McDonnell, Stephen Newton. Along with the Waypoint REIT's Managing Director and CEO, Hadyn Stephens, our CFO, Adesewa Sowah, our General Counsel and Company Secretary, Tina Mitas, who are all present today with me in Sydney. Please welcome our Auditor, Jamie Wills from PricewaterhouseCoopers, and our Returning Officer, Rejie Harbron from our registry provider, Link Market Services, who are also present here in Sydney. We're holding this general meeting today as a hybrid meeting. Before we begin, I'll quickly run through some procedural matters. Voting on the items of business today will be carried out by way of a poll. Security holders had the option of casting their vote before the meeting or appointing a proxy to do so on their behalf. If you have not already done so, you can vote at today's meeting online or in person. You can do so at any time during the meeting, starting from now. The polls are open now for voting. Voting will close shortly after the end of the meeting. If you need assistance with voting, please see the Returning Officer if you're attending in person, or if you're participating online, please refer to the instructions in the virtual online user guide available with your notice of meeting. If you would like to ask a question live at today's meeting, you can do so by typing and submitting your question online. You do not need to wait until we get to the formal item of business to submit your questions. There may be a slight delay in transmission from when you submit your question to when we receive it, and so I encourage you to start submitting your questions now, and we will address these shortly. You also have the option of asking your question via the moderated telephone conference line. I refer you to the access numbers included in the notice of meeting if you wish to ask questions using this facility. If you're attending in person, you can raise your hand once we address the relevant item of business. The notice of meeting was distributed on the 17th of April, 2023 and will be taken as read. The formal part of the meeting comprises the presentation of the financial report, directors' report, and auditors' report for the year ended 31 December, 2022, as detailed in the 2022 annual report. Along with resolutions relating to the adoption of the remuneration report, the re-election of Georgina Lynch as Director, and the grant of performance rights to the Managing Director and CEO, Hadyn Stephens. Before we move to the formal business of the meeting, I will provide a short overview of Waypoint REIT's performance for the 2022 financial year before handing over to our Managing Director and CEO, Hadyn Stephens, to provide a brief business update. As was the case in 2021, Waypoint REIT's key priorities in 2022 were portfolio management and capital management, with 31 assets sold during the year for AUD 146.8 million and approximately AUD 50 million securities or 7% of Waypoint REIT's equity base bought back for a total outlay of AUD 129.4 million at an average discount of 14% to the December 2022 NTA. Since the commencement of its non-core asset sale program in December 2020, Waypoint REIT has now sold 71 assets or 15% of its portfolio for a combined sale price of AUD 284 million, representing an average premium of 5% to book value. The disposal program has concentrated on smaller, less profitable sites with shorter lease terms in regional locations and has delivered a more resilient investment portfolio with lower risk. Over the same period, Waypoint REIT has now returned AUD 303 million to security holders via a combination of capital return and security buybacks. The continuation of Waypoint REIT's active capital management program in financial year 2022 more than offset the dilution from non-core asset sales during the year. Waypoint REIT was able to exceed earnings guidance with distributable earnings per security of AUD 16.48 delivered, representing 4.25% growth on 2021. Data and interest rate hedging were another key focus for Waypoint REIT in 2022, with AUD 275 million of debt refinanced in August and a number of interest rate hedging transactions completed throughout the year. As at December 31, 2022, Waypoint REIT is well-positioned with gearing of 30.7%, which is at the lower end of our 30%-40% target range, a weighted average debt maturity of 4.4 years, and 94% of our debt is hedged. Waypoint REIT has no debt facilities expiring until 2025. As at 31 December 2020, Waypoint REIT's investment portfolio consisted of 402 properties with a combined book value of AUD 2.9 billion. The weighted average cap rate on these 402 assets increased by 16 basis points in 2022 to 5.28%, with 11 basis points of compression in the first half and 27 basis points of cap rate expansion since June. The recent softening in transaction markets and cap rate supports Waypoint REIT's decision to sell non-core assets at attractive pricing and return capital to investors over the last two years. Finally, I would like just to highlight Waypoint REIT's relative total return performance in 2022, with Waypoint REIT outperforming the S&P/ASX 300 REIT Index by 23.7% over the calendar year. I would like to extend my thanks to the board and the management team for their continued commitment to the success of Waypoint REIT. To our investors, we thank you for your continued support. I'd now like to invite Hadyn Stephens to address the meeting. Thank you, Laurie, and welcome to everyone attending in person or virtually this morning. Before we turn to the formal AGM agenda, I just wanted to provide you with a quick business update and an overview of our priorities for the rest of 2023. The key recent developments of interest for Waypoint REIT investors have occurred at our major tenant, Viva Energy Australia, which accounts for approximately 96% of Waypoint REIT's total rent income. In September last year, Viva Energy announced the proposed acquisition of Coles Express from Coles Group for a headline consideration of AUD 300 million, and this transaction settled earlier this month. The acquisition of Coles Express brings to a conclusion the alliance arrangements between Viva and Coles, creating Australia's largest fuel and convenience network under a single operator with more than 700 sites, and substantially diversifying the earnings profile of Viva's Convenience and Mobility division, with Convenience now expected to comprise around 30% of total earnings in this business segment. Last month, Viva Energy also announced the proposed acquisition of OTR from Peregrine Corporation for AUD 1.15 billion, with completion anticipated to occur in the second half of the year, subject to regulatory approvals. OTR is a leading independent convenience retailer generating more than AUD 3 billion of revenue annually, with non-fuel earnings accounting for more than 70% of OTR's annual gross profit. OTR has a network of 174 integrated fuel and convenience stores, primarily in South Australia, and the proposed acquisition supports Viva Energy's vision to be Australia's leading convenience retailer with approximately 900 company-controlled stores across Australia and a pathway to more than 1,000 stores via the OTR development pipeline. The acquisition will also further improve Viva Energy's earnings diversification with non-fuel earnings of Viva Energy's Convenience and Mobility division expected to increase to around 50%. Waypoint REIT believes that these acquisitions are very encouraging for the long-term future of our key tenant, and we expect to see significant redevelopment and upgrading of the Coles Express network by Viva Energy over the near to medium term once the OTR transaction settles. It remains early days and Waypoint REIT does not currently expect any significant upgrades to occur this year, there is an opportunity for Waypoint REIT to be involved as a funding partner for this redevelopment program moving forward, subject to Viva Energy's funding requirements and agreement on mutually acceptable commercial terms. We will update the market on any further progress on this front as appropriate. Turning to the management of Waypoint REIT's investment portfolio, as communicated in our full year results in February, the transaction market for fuel and convenience real estate remains subdued, with transaction volumes currently trending in line with the second half of last year. We've seen a strong shift back towards metropolitan properties over regional properties, with metropolitan transactions comprising around 80% by number and 90% by value of transactions completed year to date. Today, cap rates generally appear to be holding up relatively well based on the small number of transactions completed, particularly for Metro assets. We estimate that about half of all sales campaigns initiated in the first quarter of this year remain on the market today, and the slow clearance rate, particularly on regional assets, remains a watch point for cap rates moving forward. Waypoint REIT is not currently assuming any further non-core asset disposals in 2023 due to current market conditions. As previously disclosed, approximately 5% of the sites in our portfolio are currently considered non-core over the medium term, and we will continue to monitor market conditions for opportunities to sell some of these assets in the second half of the year. We're also looking closely at our South Australian sites leased to Viva to identify any that will potentially be impacted by ACCC considerations of the OTR transaction and to assess risks and options for Waypoint REIT if Viva was required to relinquish control of any of these sites. We also continue to monitor the market for high-quality acquisition opportunities that will improve the overall quality of Waypoint REIT's portfolio. Noting that we're not as yet seeing opportunities that meet our acquisition and return criteria. This may change in coming months as the impact of the higher interest rate environment potentially flows through into pricing. However, to date, we have seen pricing and values hold up reasonably well for the highest quality assets, and we're not currently anticipating any acquisitions in 2023. As we look forward to the rest of the year, we do expect to see some further softening of cap rates for commercial property, including fuel and convenience. However, the extent and timing of this remains uncertain at this point, and the impact on Waypoint REIT's investment property valuations will be at least partially offset by rental reviews. With 93% of the portfolio reviews captured in the first half valuation cycle, providing approximately 16 basis points of cap rate insulation for the overall portfolio. Finally, I'm pleased to be able to confirm Waypoint REIT's guidance of AUD 16.48 for FY 2023, which is in line with the result delivered last year. Key assumptions underpinning this guidance are listed on page nine of the presentation. Once again, thank you to everyone for attending today. I'll now hand back to Laurie for the formal proceedings. Thank you, Hadyn. I'll now move to the formal part of the meeting. Before we consider each item, there are a few procedural matters I would like to run through first. This is a security holder meeting, only security holders, proxies, power of attorneys, or unauthorized or authorized company representatives are entitled to vote or to speak at this meeting. Eligible security holders or their duly appointed proxy or corporate representatives are entitled to vote and have been issued with a yellow voting card at the reception desk. Blue cards are for those entitled to speak but not vote. Visitors holding a red card are not eligible to speak or vote, are most welcome to listen. If you believe you do not have the correct card, please see the staff at the registration desk now. Before voting on each resolution, the results of proxy voting received at the close of voting at 10:00 A.M. on Tuesday, the 16th of May, 2023, will be shown on the screen behind me. When you complete your card, please indicate the manner in which the votes are to be cast by placing a mark in the floor against or abstain box for each resolution. I advise the meeting that I intend to vote all discretionary votes given to me in favor of the resolutions in the polls. When the floor is open for questions, if you have a question, please make your way to the stationary microphone set up in the room. When called upon, please give your name and, if appropriate, who you represent and present your yellow or blue admission card. Please place your completed voting card inside the ballot boxes held by the share registry staff located near the exit of the room before closure of the poll. We will now move on to the items of business for this meeting as set out in the notice of meeting. The minutes from the previous AGM were approved by the board and signed by myself as chair. Copies are available should any member wish to see them. There are four items of business. Details of each item were set out in the notice of meeting. Before we move to the formal items of business, we've received some questions that were general in nature that I will address now. The 1st question is: Did Viva Energy Australia exercise its right to acquire any of the properties sold by Waypoint REIT last financial year? The answer is no. The second question is: Why were so many properties sold by Waypoint REIT last year? Why weren't any properties acquired by Waypoint REIT in the last financial year, and is Waypoint REIT in wind-up mode? It appears to be the case, judging by the purchases and sales for the last financial year. The answer is no, Waypoint REIT is not in wind-up mode. Like many other commercial real estate asset classes, the market for fuel and convenience properties was particularly strong in 2021 and 2022 financial years. Strong pricing made it difficult for Waypoint REIT to acquire assets that met its hurdle returns, and the decision was made to take advantage of that strong market conditions to dispose of non-core assets that we believe were relatively high risks in terms of tenant retention or negative rental reversions at the expiry of the relevant lease term. As I noted earlier in my opening remarks, Waypoint REIT sold approximately 15% of its portfolio over this period at an average premium of circa 5% to book value. With the sale proceeds effectively returned to Waypoint REIT investors by buybacks and capital returns. We believe this decision has been vindicated by the softer market conditions since these sales were completed, when rising interest rates resulted in a marked reduction in transaction volumes and higher capitalization rates across the sector. Effective portfolio management is a critical tool for real estate managers to maximize long-term returns for investors, and being willing to both buy and sell is particularly important in an asset class like fuel and convenience, where not all sites will survive the inevitable industry changes that will flow from the energy transition over time. Accordingly, Waypoint REIT will continue to acquire fuel and convenience assets moving forward, but only when we're able to buy high-quality assets at pricing that we believe will deliver acceptable long-term returns. We will continue to divest assets that we deem non-core to the portfolio when market conditions allow us to do so. The next question was: Why has Waypoint REIT installed any EV charging points in its properties, and will it be doing so? First of all, Waypoint REIT is not the operator of the sites in its portfolio. We typically own the land, buildings, and fuel infrastructure on each site and then lease the entirety of the site to the operators on a long-term triple net leases with quiet enjoyment rights. Accordingly, we do not have the ability to unilaterally install EV chargers on sites that we own. With the opportunity to do so sitting with the relevant operator. However, we do note the following, that five sites across our portfolio currently have EV charging infrastructure, with Viva Energy having installed fast chargers in partnership with an independent operator, Evie Networks. We will continue to encourage and support our tenants in the installation of EV charging across our portfolio, with installation typically requiring landlord approval for development consents and electricity easements. We are currently in discussions with an EV operator regarding a potential license arrangement on one property where we do own surplus land, which could see 16 fast chargers installed on that particular site. The next question is: Does Waypoint REIT intend to establish or purchase any standalone EV charging stations? If so, will Viva Energy operate Coles Express on the sites? Well, we're not aware of any fuel and convenience sites in Australia that only offer EV charging, and even in more advanced markets such as Norway, sites typically still offer both EV charging and traditional fuels. Waypoint REIT is not a developer, if the opportunity arose in the future to acquire a site that offered purely EV charging, we would certainly consider it, provided that it met our broader acquisition criteria, including the tenant covenant and noting that we're not restricted to only owning sites leased by Viva Energy. The final general question before we consider resolutions for today's meeting is from the Australian Shareholders' Association, which has asked: Non-fuel tenants are a small component of Waypoint REIT's overall tenant mix. Most of them seem to have their leases expiring over the next five years. Who are the non-fuel tenants, and are they expected to renew their leases? Waypoint REIT. The answer is Waypoint REIT currently has 14 non-fuel tenants, primarily cafes, car washes, and fast food operators, such as Hungry Jack's, Subway, Red Rooster, and Domino's. It is typical in the industry for those non-fuel tenancies to have shorter lease terms than the fuel tenants that operate on the sites. Initial terms of five to 10 years, usually followed by option terms of three to five years. The weighted average lease term on Waypoint REIT's non-fuel tenants was 3.3 years as at December 2022, with non-fuel tenants comprising only 0.9% of Waypoint REIT's rental income. We are currently in discussions with three non-fuel tenants whose leases are expiring in 2023, and we are reasonably confident that these options will be exercised by the tenants. Beyond 2023, it's too early to speculate on the intentions of other tenants. However, we note that all non-fuel tenants have five-year options at the end of their current lease. Let's move on to the first item, which is of ordinary business, which is the consideration of the combined annual financial report for the company and the trust, including the director's report and financial statements for the year ended 31 December 2022, together with the independent auditor's report, which was sent out to security holders on the 30th of March 2023. A copy is also available on the company's website. As mentioned earlier, Jamie Wills from PricewaterhouseCoopers, our auditor for the 2022 year, is in attendance. Please direct any questions that you have of our auditor through me. As you will notice from your polling cards, there will be no vote on this item. It is a discussion item only. Security holders can ask questions and make comments about the reports and the management of the company. We received the following question from the Australian Shareholders' Association: Distributable earnings is a complicated measure that relies to some extent on judgment. It is used as a measure for the short-term incentive remuneration. Who calculates distributable earnings for the company, management or the board? Why is this measure not audited? The answer is Waypoint REIT reports its statutory net profit on a six-monthly basis to the ASX. Statutory profit forms part of the financial reports of Waypoint REIT and is audited by our independent auditor, PwC, in accordance with Australian accounting standards. Distributable earnings is a non-statutory measure of profit, starts with the statutory net profit, which is adjusted to remove transaction costs, specific non-recurring items, and non-cash items. The board views distributable earnings as being more reflective of the underlying recurring cash-backed earnings of Waypoint REIT. Items that are adjusted include non-cash items, such as the straight lining of rental income, the fair value adjustment to investment properties and derivatives, as well as long-term incentive expenses. Specific non-recurring items may also be adjusted. A full reconciliation between statutory profit and distributable earnings is provided on page 18 of the 2022 annual report, in note one of the financial statements on page 46 of the annual report. In connection with their audit of the financial report, PwC's opinion also includes a review of other information in the financial reports, including distributable earnings, to determine if it is materially inconsistent with the financial report or their knowledge obtained in the audit, or otherwise appears to be materially misstated. PwC also audits the adjustments made to statutory net profit to arrive at the distributable earnings. It's important to note that these adjustments are not unique to Waypoint REIT, and are in fact common across the REIT sector. Distributable earnings is consistent with how the board views the underlying performance of Waypoint REIT and are the basis for determining distributions to security holders, which we want to ensure are sourced from recurring cash earnings of the group. Waypoint REIT has been consistent in using distributable earnings as its key measure for underlying performance since IPO. We also believe it's important and appropriate to align management's KPIs to this measure of performance. Are there any other questions? Tina, are there any online questions? Yeah, we've got four online questions. Okay I n relation to this general business. First question is: How much did we spend on remediating disused petrol station sites in 2022, and is this spend likely to rise in future years? In terms of the overall cost sharing for the cleaning up of contaminated disused sites, please comment on the current split between landlords, tenants, and governments, and whether any system design changes are warranted, particularly in relation to the levying of environmental bonds to fund future remediation. That's the first question? Yeah. Yeah. Hadyn, I'll get you to answer that. Sure. We didn't spend any. There was no cost for remediation in 2022, and we've had no remediation costs since IPO in 2016. The way it generally works, other than the concept of polluter pays, is we get contractual arrangement with Viva Energy Australia whereby they, at the end of lease terms if they choose to leave. They're responsible for remediating sites to a certain level which is consistent with service station usage. From there, any further remediation costs are at Waypoint's expense. The overall cost really depends on the level of remediation that's required and the alternate use of that site moving forward. There's no rule of thumb or sort of industry averages or anything like that we can point to in terms of the cost on those sites. It'd be very much site-specific based on what's happened on that site, and the cost that's required to remediate consistent with the alternate use for that site. I think our remediation costs will rise in the future. We don't know what that will be and when those costs will start kicking in. With our major lease expiries not occurring till 2026, it's three or four years away until we're gonna start seeing those remediation costs come through for Waypoint. I think there was another part to the question there around government policy. I don't think that's for us to sort of speculate on, David, to be honest. I'm just trying to find the question. Seems to have disappeared. Y ou know, that's the answer to the question, Laurie. Okay. Thanks, Hadyn. Tina, any other questions? The next question is: 7-Eleven Australia is reportedly for sale. How is their business structured in terms of the land ownership, business operations, use of local franchisees, and payments to the Japanese parent company? Have we registered an interest in participation in any aspects of the sale, and what industry implications could arise from any 7-Eleven sale? Uh- Do you want me to answer that, Hadyn? In terms of the transaction itself, we understand it's purely the business operations of 7-Eleven. There's very little, if any, real estate involved in that transaction. As a REIT, we're obviously only interested in owning the real estate, so we don't have any particular interest in that transaction. We haven't registered any interest. In terms of consequences for the industry, that would depend on who ultimately buys the operations. We've all seen speculation around the Japanese-based 7-Eleven looking at that business, but I'm sure there'll be plenty of international operators and domestic operators interested in that particular transaction, so we'll see how that plays out over the coming months. The next question is: Our auditor, PwC, has been in the news for all the wrong reasons recently. How long is their current contract to audit Waypoint REIT, and has the board considered a change of auditor or bringing forward the next proposed tender process in light of the revelations about leaks of confidential federal government tax information to global clients to reduce tax? What is the history of Waypoint's relationship with PwC? Does it go back to the Shell relationship with PwC, which audited the global oil and gas giant from 2004 until 2017? Steve was gonna answer that one. Yeah. I'll answer that. I'm chair of the audit committee. I'll try and pick up. If I miss anything, please hit me up. I'll go back to the history. The appointment of PwC originally was made premised on their significant experience with Viva and the oil industry generally. In setting up the IPO, their experience was seen to be absolutely relevant at the time. A few years down the track, and I think it was at the point of internalizing management, we reflected upon who should be our auditor. We felt that the PwC audit team in Sydney had significant REIT experience and was recognized on that basis in the industry. On that premise, we asked PwC to transfer their audit responsibilities to their Sydney office, and we had, discussions with them as to who were the relevant best partners to do that. As a consequence, we have who we have. We did run a tender for the audit in the 21 year, I think it was. I'm stand corrected. We ran a tender, among a number of firms. I won't try and name them. That tender resulted in us reappointing PwC but on reduced fee terms, for that year. That's I think the history. I think that answers the history of the question. In terms of the recent media issues surrounding PwC and some of their tax partners, that's really only transpired in the last short number of weeks and dates. To that extent, the board has not met yet to consider that. I would say that we have asked PwC to tell us if any of the people working on our audit have any exposure to the current media questions, and the answer has been that that's not the case. We've also asked them, did anybody at the time of the IPO back in 2016, were any of those people, are they currently implicated by the current media attention? We have not yet received that answer to that question because we only literally asked it this morning. This is live and it's work in progress, and we will get that answer, I'm sure. I would say that, at a personal level, I think the people that we have on the audit are some of the best a uditors of REITs, in Australia. I'm comfortable with who we have. I think it's fair to say that we haven't yet appointed PwC. That's correct. Fo r 2023. That would transpire in the normal course of events, and that will be considered in the normal course of events. I think that's the answer to all. Is that all the parts to the question? Yeah. Thank you. The next question is: There was no mention in the formal address of electric vehicles and the global transition away from transitional fuel-powered vehicles, a business we are clearly heavily reliant on. How many of our 402 sites currently offer electric vehicle charging? What role do you see for governments in the rollout of electric vehicle charging stations? I'll take the first part, which has already been answered. We answered that question earlier in the meeting. As for the role of governments in the rollout of electric vehicle charging stations, I'll hand that to Hadyn. I think the rollout of more charging stations is going to be a combination of government and private. Government role is really around funding assistance and incentives to assist private operators with the rollout of charging stations. There has been a pretty significant increase in charging stations across Australia in the last 12-18 months, but I think there is a real shortage of appropriately located fast rapid chargers to support transport in Australia at the moment. That's something we do think that will continue to change over time. As I said, I think the key government role for that is really in providing cheap funding and incentives to private operators to assist with that rollout. Okay. Thanks, Tina. Are there any other online questions? There's one last question in relation to general business. Our registered office is in Docklands in Melbourne. Why is the physical AGM being held in Sydney today? Are we in Sydney or are we a Sydney or Melbourne-based company in terms of the senior executive teams? Where do all the directors live? Okay. Well, at the time of IPO, the entire executive team was resident in Melbourne. Since then, with changes of staff, the executive team is now split between Sydney and Melbourne. The CEO and CFO both live in Sydney. The company secretary and legal lives in Melbourne, along with several other of the staff. We effectively maintain two offices. That has been quite advantageous for a small team like ours, particularly in relation to recruitment and providing that flexibility has been beneficial to security holders, we believe. I'll just go back to this question. In terms of the location of the senior executive team, I've just spelled that out. Far as the directors are concerned, four of the directors are Sydney-based, and one, myself, I'm Brisbane-based. It makes sense at the moment for us to hold meetings in Sydney, purely because it's more cost-effective for us to do so. Less travel, and so on. That is why it's currently being held in Sydney. Are there any other questions? Not for this item of business. Okay. That- Are there any other questions on the telephone? No? Chair, I confirm there are no questions on the phone. Okay. Well, thank you. This concludes our consideration of the financial reports. We now move to the substantive resolutions for the meetings. The next resolution is the adoption of the financial of the remuneration report. Under the Corporations Act 2001, listed companies are required to include, as part of their director's report, a remuneration report, which includes specified information in respect of directors and key management personnel. The directors have prepared a remuneration report for the year ended 31 December 2022, which is included in pages 25- 38 of the annual report. The Corporations Act also requires companies to put to security holders a non-binding vote to enable security holders to voice their opinion on matters included in the remuneration report. The board will consider the feedback from security holders when reviewing the company's approach to remuneration going forward. I note that voting exclusions apply to this resolution as set out in the notice of meeting. The board recommends the adoption of the remuneration report. We do have some questions on this item. The Australian Shareholders' Association has asked, "The board chose to award the 2022 short-term incentive payment in full. We query the basis for this decision." For context, the first performance criteria of the STI was to meet the guidance of distributable earnings per share, which was AUD 16.4, AUD 16.48 was achieved in 2022, which just met this criteria. The second criteria was to exceed guidance DEPS. The award of this component is based on a sliding scale determined at the board's discretion on the level of outperformance achieved. The actual outperformance achieved in 2022 was 0.2%. That is well below 1%. This is more a rounding error than material outperformance, yet the board chose at its discretion to award 100% of this component. What was the extent of the sliding scale which makes a 100% payment for a 2% improvement? Can the board please explain how it justified its discretionary determination? Will the board undertake to provide more transparency on this second criteria in the future? The answer to that question, all the forementioned was the question. My answer is the earnings-related components of the SDI are set up so that in order to qualify for the first component, earnings guidance must be met. In order to qualify for the second component, the guidance must be exceeded. Once guidance has been exceeded, the board can exercise its judgment based on a number of metrics, including the level of outperformance, and in particular, the quality of the earnings outcomes that are being delivered and business achievements generally, and also the foundations for the future performance that have been laid by the earnings that have been achieved. In 2022, the board concluded that the delivery of DEPS that exceeded guidance in a challenging and unexpected macroeconomic conditions, whilst also executing on Waypoint REIT's long-term strategy and investment objectives, warranted a full award of the outperformance component, of this outcome performance component of STI. The board notes the ASA's request for more transparency on the outperformance criteria moving forward and will consider ways in which this might be achieved whilst also retaining a suitable element of board discretion. Are there any other questions? We've got one question on this item. Thank you for disclosing the proxy position to the ASX along with the formal addresses. There was a 17% protest vote against the remuneration report. Did any of the five main proxy advisors, ACSI, Ownership Matters, Glass Lewis, ISS, and ASA, recommend a vote against any of today's resolutions? What concerns did they raise about remuneration arrangements? Corporate voting is not a secret in Australia. Have you looked into who voted against and why? The answer to the question is yes, we have looked into that. We have engaged with the two proxy advisors that elected to vote against this item. They were Ownership Matters and ACSI. We naturally enough have been very interested in how they got to that point. We understand the main concern relates to the treatment of LTI expense and non-recurring costs, which we have excluded from distributable earnings in FY 2022, and any flow on impact that may have had on executive remuneration. Our position is that the treatment of LTI expense being non-cash and non-recurring costs is consistent with Waypoint REIT's definition of distributable earnings, we do not currently intend to make any changes to the definition. We haven't made any changes to the definition up to this point either. As I mentioned, we have engaged with both of those proxy advisors who voted against us on this report. Any other questions, Tina? No further online questions on this item. Are there any, telephone questions moderator? Chair, there are no questions on the phone. Okay. Are there any questions from the floor? There being no further discussion, I will now move that the remuneration report for the year ended 31 December 2022 be approved by passing an ordinary resolution as set out in the notice of meeting. The resolution and proxy position are now on the screen, I would ask you to please mark your voting card for item number two. We'll now move to resolution three in the notice of meeting, the re-election of Georgina Lynch as a director of Waypoint REIT Limited. Georgina Lynch is eligible to stand for re-election, Georgina's biographical details are set out in the notice of meeting and in the annual report. The board, with Georgina Lynch abstaining, recommends Georgina Lynch's re-election. I now move that Georgina Lynch retire by rotation under Clause 18.1 F of Waypoint REIT's constitution, being eligible, is re-elected as a director of Waypoint REIT. Are there any questions? We've got two online questions. The first one is: Could Georgina and the Chair please comment on whether they believe the next Waypoint REIT Chair is currently on the board, and is Chair succession an issue which is managed by the current Director, or is the current view that the Chair will remain in his current position for the foreseeable future? Okay, well, thank you for the question. Well, as current chair, I was re-elected at the last AGM. In my current term, I have two years left. There is, obviously, work that is being done by the nominations committee that would, at any point in time, the nomination committee considers the composition of the board. Specifically, the nomination committee is given the time that's expired since IPO, is turning its mind to board succession. We have had already, in the short time since IPO, a number of changes to the board structure, and board composition specifically. Obviously, once the board has reached some determination on the process for board succession and in particular, decisions regarding succession for the chair, we will advise security holders in the market more broadly. Does that answer all of the points to the question? Yes, it does. Okay. Are there any other questions? The second question is, and a third question's just been lodged. Could Georgina and the Chair comment on why we only have four non-executive Directors and five Directors in all? This is one of the smallest boards in the ASX 300. Why don't we have a bigger board? What is the current constitutional maximum for the Director numbers, and what is the current board fee cap? Please appoint one or two new Directors before next year's AGM to normalize board size and provide more options for Chair succession. Okay, what is the constitutional maximum? Can you help me with that one? Twelve. 12. Okay. Minimum is three. Our constitution provides for a minimum of three directors and a maximum of 12. We have plenty of scope there to make changes. At the moment, the board considers that having five directors is sufficient to carry out the work of the board. The work that we deal with can be handled by those five directors and specifically the four independents at times when independent on matters that require handling by independent directors only. We think that's right. We may be one of the smaller boards in the ASX 300, we're also one of the smaller companies in the ASX 300, we have a very keen focus on cost. We don't want to unnecessarily burden investors with extra cost, if the board is working effectively. Subject, of course, always to making sure that we have appropriate succession and appropriate mix of skills. Those two items, the questions of skill mix and succession are addressed and considered on a regular basis by both the Nomination Committee and the board. We're in content that the mix of skills that we have covered by those five directors is appropriate. To the extent that there are any gaps, we supplement those skills by bringing in external advice as required. Coming back to the question of costs, I mean, as our shareholders may recall from our previous AGMs, that we are very focused on managing the costs of the business. It's a small team, and we don't wanna be in a position where the board is bigger than the executive team. That wouldn't look right either. We're also one of the lowest cost REITs in the REIT index. Our management expense ratio, I think, is the lowest in the REIT universe. That's something that was the case at IPO, and we've continued to maintain that through the life of Waypoint REIT up to this point. All of those things are things that the board focuses on and things that the nomination committee and the board considers when determining the size of the board. Is there anything I've missed out? They've asked the current board fee cap, which I believe is in the remuneration report. Yeah, the fee cap is in the rem report, I think. I don't have the figure on the top of my head. Seventy- Aditya, you might have it. 750. AUD 750,000 is the current fee cap. I think there's still a little bit of headroom there. There's another couple of questions in from the Australian Shareholders' Association. The first one is: Can Ms. Lynch please speak to her nomination? Certainly. Thank you for the question. I have over 30 years experience, as my bio explains, in the financial services and property industry. I think that makes me uniquely well-placed to participate as a non-executive director on the board of Waypoint REIT. I have been on the board since IPO, which was the 10th of July 2016. In that time, I've seen the business go from being an external model to being internalized. Along the way, we have done an enormous amount of good work in relation to governance and policies. We have really put together a very strong management team as well in that period, and I'm very proud of the team that is associated with Waypoint REIT today. In addition to my role as a non-executive director in Waypoint REIT, I'm also the chair of Cbus Property, which is a very large, integrated developer in Australia. It does give me great currency in terms of what's going on in the real estate market more broadly and what's happening in the development market in Australia as well. I'm also a non-executive director on the board of Vicinity Centres, which is obviously a retail operator, and that also gives me some very useful insights into what's happening in terms of the retail market, which I find very useful when we're talking about our convenience offering as well. I'm really proud of what we've achieved at Waypoint REIT, and in particular, given the economic headwinds experienced in the real estate sector in the last 12 months, I'm particularly proud of our total return performance, outperforming, as Laurie said earlier, the ASX 300 by 23% over the last calendar year. Thank you very much for your consideration of my re-election today. Tina, is there one more question? It's just a comment from Michael Monsour from the Australian Shareholders' Association, just noting that, "I support maintaining the current board size." Okay. sorry, the ASA supports the current board size. Yes. Okay. Great. Thank you for that, vote of support. Are there any other questions, Tina? Not that I'm aware of. Okay. Moderator, are there any telephone questions? Chair, I confirm there are no questions on the phone. Okay, thank you. The resolution and proxy position are now on the screen behind me. I would ask you to please now mark your voting card for item number three. Okay. The final item of business today is the grant of performance rights to the Managing Director and CEO, Hadyn Stephens. The company is seeking approval to be given for the grant of performance rights to the Managing Director and CEO, Hadyn Stephens, as his annual long-term incentive grant for the year ended 31 December 2023, on the terms described in the explanatory memorandum and to this notice of meeting. Are there any questions? Got two online questions. The first one is: "Could the CEO summarize his past LTI grants as to whether they have vested or lapsed? Also, has he ever sold any ordinary shares in the company or bought any on market without relying on an incentive scheme to build his equity position in the company? Please don't say, 'Look it up in the annual report' and through the ASX announcements. It's complicated over four years, and the CEO could factually summarize the situation in 60 seconds." Okay. Thank you for that question. Is that for me? I'll try to answer that. In terms of the LTI grants, the LTI program's only been in place for the last two years since internalization in 2020. They're three-year periods, three-year vesting periods, none of those LTI programs for myself or the wider team have yet come to a conclusion. In terms of my buying or selling, yes, I have bought and sold. I sold about 50,000 securities earlier on this year when my deferred STI vested, which is a part of my STI program that is deferred for 12 or 24 months, and through which securities are bought. I sold those securities when they vested earlier on this year for tax reasons. Over the last two years, I've also bought in two tranches about 50,000 securities in my own name, through my self-managed super fund. I own about 50,000 securities outside of the incentive schemes. The last question is, "When disclosing the outcome of the voting on all resolutions today, including this LTI grant, please advise the ASX how many of your 14,000 shareholders voted for and against each item, similar to a scheme of arrangement. This will provide a better gauge of retail shareholder sentiment, it is a voluntary disclosure initiative adopted by the likes of Metcash, Altium, Dexus, Webjet, Tabcorp, and Myer. Voter turnout averages about 5% of ASX-listed companies. Disclosing this will stimulate reforms to increase participation. Please do it." I can provide an answer to that if you like. That we will take that on notice as a board, we have a board meeting after this AGM, we'll consider it then. Okay. Thank you, Tina. Are there any other questions? Any questions from the floor? Moderator, are there any telephone questions? Chair, no questions on the phone. Okay. Thank you. There being no further discussion, I now move that the grant of performance rights to the Managing Director and CEO be approved by passing an ordinary resolution as set out in the notice of meeting. The resolution and the proxy position are now on the screen behind me, and I would ask you to please now mark your voting card for item number four. For those present in the room, please complete your voting cards now, as they will be collected shortly by Link Market Services. Security holders are reminded that they can submit their vote online until five minutes after the meeting closes. Well, ladies and gentlemen, that concludes the business of the meeting. On behalf of the board, I would like to thank you for your support, and I now declare the meeting closed. The results of the poll will be announced to the ASX later today. Thank you for your attendance and for your participation in the meeting. Good morning.