Questions asked at 2024 Scentre Group AGM

April 10, 2024

Here is a the text of the 8 written questions asked at the 2024 Scentre Group hybrid AGM held on April 4 in Sydney, along with a summary of the answers and some video grabs via Twitter. There was a rem strike, plus a big protest against the CEO's LTI grant, along with some excellent pointed questions from Rich Lister turned AGM activist, David Kingston.

Q1. Well done on finishing Knox. What is the realistic timeline for the proposed redevelopment of nearby Westfield Doncaster, which City of Manningham approved more than 5 years ago.

Answer: CEO Elliott Rusanow downplayed the idea of the full $500 million Doncaster redevelopment being done any time soon but said entertainment precinct enhancements might happen in 2025-26. However, the full $500 million is in the 10 year $4 billion development pipeline. Watch video of exchange via Twitter.

Q2. Property taxes continue to rise, especially in Victoria which now has the highest land tax rates in the country. What is Margaret and the rest of the board doing to help management and the industry to reverse the trend which is increasingly seeing property owners as a soft touch for cash-strapped governments. Also, could Elliott comment on whether council rates or land tax is costing us more and which is rising fastest?

Answer: The CEO said this is largely handled at the industry association level where they had headed off mooted land tax increases in Victoria and Queensland, such that neither rates or land tax was a particular problem at the moment. Watch video of exchange via Twitter.

Q3. 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? If so, what reasons did they give? Also, best practice is now to disclose the proxy position to the ASX along with the formal addresses to offer more timely disclosure to the market? The likes of Origin Energy, NAB, Carsales, Viva Energy, Webjet, Xero, Myer, Brambles and JB Hi Fi all do this. Why didn't new chair Ilana Atlas do it today? Will she commit to doing this next year?

Answer: Not asked, although see Q7 below.

Could Carolyn and the chair both comment on whether they would support a corporate name change to Westfield Australasia. It was Frank Lowy who insisted on the use of the name Scentre Group. He is no longer on the board and, as David Kingston pointed out, has sold all his shares. It doesn't make sense to not use Westfield in our corporate name. Is there anything stopping us from changing our name to Westfield Australasia? Why not just do it?

Answer: Chair suggested it would be a waste of money and then CEO pointed out it couldn't happen without support of Unibail Rodamco, which owns the names and has given Scentre a perpetual licence to use the name in Australia and New Zealand. Watch video of exchange via Twitter.

Q5. Coles and Woolworths are currently copping a lot of criticism for their alleged abuse of market power. They pay us more rent than any other company. As a former CEO of Kmart and Target could candidate Guy Russo comment on whether he believes there is a case for breaking up Coles and Woolworths. Could our CEO also please comment on whether there is a power imbalance when Coles and Woolworths negotiate lease terms with our company? How does he find dealing with them and what does he think of the current debate, including the forced divestiture legislation currently in the Federal Parliament.

Answer: Chair protected Guy Russo from commenting and CEO comments were interesting, saying they had good partnerships with both supermarket giants. Watch video of exchange via Twitter.

Q6. Could the CEO summarise his past LTI grants as to whether they have vested or lapsed. Please don't say look it up in the annual report and through ASX announcements. It's complicated and the CEO could factually summarise the situation in 60 seconds.

Answer: Chair rejected request and said look it up in the annual report. Watch video of exchange via Twitter.

Q7. Which of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - recommend a vote against the rem items today. Is this our biggest rem protest vote and what changes are we going to make as a result?

Answer: Chair said she believed the protest vote was bigger 4 years ago in 2020 although it was 23.25% back then and slightly higher this time. Watch video of exchange via Twitter.

Q8. Thank you for offering shareholders a hybrid AGM this year and will you commit to keep doing this in future years to maximise shareholder participation? What was the experience like from your end? Also, when disclosing the outcome of voting on all resolutions today, could you please advise the ASX how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and was a voluntary disclosure initiative adopted by the likes of Metcash, Altium, AUI, Dexus, Webjet, Tabcorp, Myer, ASX and Qantas over the past 3 years (see full list). You've got the data, so why not let the sun shine in?

Answer: Chair said the hybrid was complicated and she didn't re-commit for future years and said would take the voting disclosure question on notice. There was no movement this year. Watch video of exchange via Twitter.