11 questions lodged at 2023 Waypoint REIT AGM

May 20, 2023

Here is the text of the 11 questions lodged at the 2023 Waypoint REIT hybrid AGM held on May 18, along with a summary of the answers provided.

1. 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.

Answer: nothing in 2022 but this will rise in future years. CEO Haydn Stephen gave a detailed response saying that tenants are normally responsible but it also does fall on landlords.

2. 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 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - recommend a vote against any of today's resolutions and what concerns did they raise about remuneration arrangements? Corporate voting is not secret in Australia. Have you looked into who voted against and why?

Answer: Chair Laurie Brindle explained that ACSI and Ownership Matters recommended against based on something to do with how the LTI scheme inter-sects with non-cash expenses and distributable earnings. It was good detail and he said the board was currently non-minded to make any changes.

3. 7-11 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 7-11 sale?

Answer: It's only the business operations that are for sale, not any of the land, and as a REIT, Waypoint is therefore just watching with interest.

4. 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 & gas giant from 2004 until 2017.

Answer: The audit committee chair Stephen Newton gave an excellent detailed answer saying they had been assured that none of the Sydney-based team working on the audit were involved in the tax scandal and that only that morning they had asked the same question regarding the team which worked on the 2016 IPO and were awaiting a response. PwC was initially appointed as a hangover from the Shell/Viva relationship, but they switched from a Melbourne resources team to PwC's Sydney REIT team after the IPO. PwC then won a competitive tender to be re-appointed in 2021 but haven't yet been appointed for the 2023 audit.

5. Could the CEO summarise 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 ASX announcements. It's complicated over 4 years and the CEO could factually summarise the situation in 60 seconds.

Answer: Again, a good detailed answer which included commentary on the sale of 50,000 shares after an STI vesting to pay the tax, but there had been on-market purchases of a similar amount. It's too early to see whether any LTIs will vest.

6. There was no mention in the formal addresses of electric vehicles and the global transition away from traditional fuel-powered vehicles, a business we are clearly heavily reliant on. How many of our 402 sites currently offer electric vehicle charging and what role do you see for governments in the roll-out of electric vehicle charging stations?

Answer: lodged this before the chair read out some pre-AGM questions where he responded by saying they have EV charging points at 5 of their sites. CEO said there is a lack of well located fast-charge sites and the solution was for government to provide funding and incentives to the private sector to deliver this.

7. Could Georgina and the chair please comment on whether they believe the next Waypoint chair is currently on the board and is chair succession an issue which is managed by the current directors or is the current view that the chair will remain in his current position for the forseeable future?

Answer: An awkward question which the chair handled saying that succession is monitored by the nomination committee. He was re-elected last year and is clearly intending to at least serve out the remaining 2 years of the term.

8. Could Georgina Lynch (the only director up for election and the Nom committee chair) and the chair comment on why we only have 4 non-executive directors and 5 directors in all. This is one of the smallest boards in the ASX300. Why don't we have a bigger board, what is the current constitutional maximum for director numbers and what is the current board fee cap? Please appoint 1 or 2 new directors before next year's AGM to normalise board size and provide more options for chair succession.

Answer: Chair explained that Waypoint is cost conscious and has the lowest MER of any REIT. Also doesn't want a board that's bigger than the executive team. The board range is 3-12 and the current fee cap is 750k. Said is currently working well.

9. Our registered office is in Docklands in Melbourne, so why is the physical AGM being held in Sydney today. Are we a Sydney or Melbourne based company in terms of the senior executive team and where do all of the directors live?

Answer: it used to be Melbourne but the current CEO and CFO are in Sydney, along with 4 of the directors. The chair is in Brisbane and the company secretariat is in Melbourne. They currently run two offices and chair said this works well with recruiting.

10. When disclosing the outcome of voting on all resolutions today, including this LTI grant, please advise the ASX how many of your 14,000 shareholders voted for & against each item, similar to a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment and is a voluntary disclosure initiative adopted by the likes of Metcash, Altium, Dexus, Webjet, Tabcorp & Myer. Voter turnout averages about 5% at ASX listed companies. Disclosing this will stimulate reforms to increase participation. Please do it.

Answer: Tina the company secretary said they would look into this.

11. Final question. Thank you for offering shareholders a hybrid AGM this year and for reading out all submitted questions in full, with no censorship and for providing detailed considered answers. Will you commit to keep doing hybrid AGMs. Keep up the good work in out-performing the index, please look at addressing the ACSI concerns on rem and, for a governance cherry on top, please publish a full transcript of today's AGM debate, along with a copy of the full webcast.

Not asked.