Growthpoint Properties Limited · JSE:GRT
Growthpoint Properties — Shareholder Meeting (November 2024)
29 slides from Growthpoint Properties's shareholder meeting presentation, November 2024
Slide 1: Growthpoint AGM Roadshow 2024
Growthpoint AGM Roadshow 2024 November 2024
Slide 2: Agenda
AGENDA #1 #2 #3 #4 #5 Introduction 2023 & 2022 Shareholder Alignment with Implementation REMUNERATION voting outcomes feedback shareholders #6 #7 #8 #9 #10 FY25 FY25 Benchmarking FY25 OTHER STI scorecard LTI scorecard focus areas RESOLUTIONS 2
Slide 3: Introduction
INTRODUCTION ▪ The FY24 remuneration policy was implemented in line with what shareholders approved ▪ There have been no deviations from the policy ▪ We have considered shareholder feedback and input from our remuneration advisors (Bowmans) and have made further appropriate changes to the FY25 score
Slide 4: 2023 & 2022 Voting Outcomes
2023 & 2022 VOTING OUTCOMES POLICY IMPLEMENTATION Approval of the Approval of the remuneration policy remuneration implementation 2023 AGM results 2023 AGM results 84.7% 70.3% 2022 AGM results 2022 AGM results 85.3% 84.3% 11 Murray Rose Ave, Sydney Olympic Park, NSW 4
Slide 5: Key themes from the November 2023 remuneration roadshow
KEY THEMES FROM THE NOVEMBER 2023 REMUNERATION ROADSHOW Investor feedback received Our response Performance targets are generally too soft ▪ The committee has recalibrated the STI and LTI and are not aligned with creating performance targets as well as the ranges for shareholder value threshold, tar
Slide 6: Key themes from the November 2023 remuneration roadshow
KEY THEMES FROM THE NOVEMBER 2023 REMUNERATION ROADSHOW Investor feedback received Our response Concerns were raised about executive ▪ Succession is a key focus area for the Board management succession and the committee, including the commitment to improve diversity The market capitalisation benchma
Slide 7: Alignment with Shareholders
ALIGNMENT WITH SHAREHOLDERS Shareholders have experienced the following for FY24 10.0% 6.1% -0.65% 14.5% 4.5% decline in DIPS decline in NAV total return total shareholder increase in (SAREIT NAV movement plus and DPS per share return share price dividends) Executives have experienced the foll
Slide 8: FY24 Remuneration
FY24 REMUNERATION GOZ STI ERS Cash STI Total Total TFR directors’ cash LTI vesting and DSTI as remuneration remuneration % Rand FY24 fees FY24 bonus DSTI vesting FY24 % of TFR FY24 FY23 change Group CEO 8 512 606 1 636 355 5 697 600 5 697 600 3 379 107 - 134% 24 923 268 27 618 151 (9.76%) CEO SA 6 5
Slide 9: Total Remuneration
TOTAL REMUNERATION* The Group CEO and CEO SA are earning less than what they were earning in FY19 40 35 FY19 FY22 30 FY20 FY23 FY22 FY19 25 FY21 FY24 FY20 FY23 FY24 Rm 20 FY21 FY22 15 FY23 FY24 FY19 FY20 10 FY21 5 0 GROUP CEO CEO SA GROUP FD 31% 26% 13% decline decline increase FY19 to FY19 to FY19
Slide 10: Implementation
IMPLEMENTATION Awards for on-target performance for Executive Directors expressed as a percentage of TFR Group CEO & RSA CEO Group FD (participation ratio for (participation ratio for STI awards each) Multiplier each) FY20 Cash STI and DSTI 100.0% 65.0% 65.0% FY21 DSTI 75.0% 75.0% 56.3% FY21 Cash ST
Slide 11: FY24 STI Scorecard
FY24 STI SCORECARD Based on a 75% participation ratio for on target performance Group measures = 85.0% Income Statement = Balance Sheet = ESG = 52.0% 15.0% 18.0% Personal measures = 15.0% Personal measures scores 62.0% 64.5% 90.0% for Norbert Sasse for Estienne de Klerk for Gerald Völkel V&A Waterfr
Slide 12: FY24 STI Scorecard
FY24 STI SCORECARD Weight Threshold Target Stretch Quartile Multiplier Weighted KPI (%) 50% 100% 150% Score ranking (%) modifier Group measure 85.00 88.57 75.29 Income statement 52.00 40.50 (1) Absolute DIPS growth (cents) 15.00 136.00 138.70 141.40 141.90 n/a 150.00 22.50 (2) SA vacancies (%) 5.00
Slide 13: FY24 LTI Scorecard
FY24 LTI SCORECARD Based on a 75% participation ratio for on target performance Financial measures = 90.0% E S G ESG measures = 10.0% V&A Waterfront, Cape Town 13
Slide 14: FY24 LTI Scorecard
FY24 LTI SCORECARD FY24 LTI outcomes for the 1 October 2021 awards that vested based on FY22, FY23 and FY24’s performance Weight Threshold Target Stretch Quartile Multiplier Weighted KPI (%) 50% 100% 150% Score ranking (%) modifier Total measure 100.00 52.67 Financial 90.00 41.52 Absolute total retu
Slide 15: FY25 STI Scorecard
FY25 STI SCORECARD Based on a 75% participation ratio for on target performance Group measures = 85.0% (FY24: 85%) Income Statement = Balance Sheet = ESG = 40.0% 25.0% 20.0% (FY24: 52.0%) (FY24: 15.0%) (FY24: 18.0%) Personal measures = 15.0% (FY24: 15%) V&A Waterfront, Cape Town 15
Slide 16: FY25 STI Scorecard
FY25 STI SCORECARD STI performance conditions Threshold Target Stretch Weight 50% 100% 150% Prior year DIPS: 141.9cps Prior year DIPS: 141.9cps Absolute DIPS growth 10% Prior year DIPS: 141.9cps (FY24: 15%) (FY24: Budget -2%) +1% +2% (FY24: Budget) (FY24: Budget +2%) Income Relative DIPS growth¹ (pe
Slide 17: FY25 LTI Scorecard
FY25 LTI SCORECARD Based on a 75% participation ratio for on target performance Financial measures = 80.0% (FY24: 90%) E S G ESG measures = 20.0% (FY24: 10%) V&A Waterfront, Cape Town 17
Slide 18: FY25 LTI Scorecard
FY25 LTI SCORECARD FY25 – 1 October 2024 Awards Threshold Target Stretch Weight 50% 100% 150% Relative TR¹ 20.0% 35th percentile 50th percentile 75th percentile Financial 80% Relative TSR¹ 40.0% 35th percentile 50th percentile 75th percentile 10-year risk-free rate² 10-year risk-free rate² Absolute
Slide 19: Benchmarking – Market Cap Comparator Group
BENCHMARKING – MARKET CAP COMPARATOR GROUP ▪ A comparator group of JSE-listed companies with similar market capitalisation is used for benchmarking the Executive Directors’ total remuneration and NEDs’ fees ▪ This comparator group is reviewed every three years, unless there are corporate events that
Slide 20: Benchmarking – Market Cap Comparator Group
BENCHMARKING – MARKET CAP COMPARATOR GROUP Woolworths Clicks Group Pepkor Old Mutual OUTsurance Multichoice Group Growthpoint Properties Median Mr Price Group Santam Investec Tiger Brands The Foschini Group Life Healthcare Group 0 10 20 30 40 50 60 70 Billions 20
Slide 21: FY25 Focus Areas
FY25 FOCUS AREAS Continued review of Vertical & horizontal pay Employee development Organisation-wide job executive KPIs and equity analysis with a focus plans that support our grading and benchmarking scorecards to ensure on addressing potential pay succession, transformation exercise, and the alig
Slide 22: FY25 Focus Areas: ESG
FY25 FOCUS AREAS: ESG Focus on what makes business sense and attracts and retains tenants Utilities management Climate Change and carbon neutral pathway Renewable energy Building certifications Water, waste PPA and electricity intensity including net zero Solar certifications Boston Hydro , Free Sta
Slide 23: Environmental Targets
ENVIRONMENTAL TARGETS 40% 60MWp Of FY23’s electricity of rooftop solar installed consumed is to be on our buildings by FY26 supplied by renewable energy by FY28 20 100% South African buildings Certification of all long- certified as net zero by term hold office buildings FY28 (minimum four-star Gree
Slide 24: FY25 Social Focus Area
FY25 SOCIAL FOCUS AREA Focus on education and enterprise supplier development Transformation Our people The Place, Sandton 24
Slide 25: Resolutions
RESOLUTIONS Financial assistance In line with feedback received from shareholders last year, wording in relation to the financial assistance resolutions, Other resolutions 2.2 and 2.3, has been tightened All other resolutions remain to ensure that it is clear & standard, with no changes from definit
Slide 26: Resolutions
RESOLUTIONS 1: ORDINARY RESOLUTIONS 1) Re-election of Non-executive Directors who are to retire at the meeting and hold themselves available for re-election 1) Mr M Hamman 2) Mr CD Raphiri 2) Election of Audit Committee members 1) Mr M Hamman as committee Chairman subject to passing of resolution 1.
Slide 27: Resolutions
RESOLUTIONS 1: ORDINARY RESOLUTIONS continued… 5) To place the unissued authorised ordinary shares of the company under the control of the Directors, limited to 10% of the number of shares in issue (2023: 10%) 6) Specific and exclusive authority to issue ordinary shares to afford shareholders distri
Slide 28: Resolutions
RESOLUTIONS 2: SPECIAL RESOLUTIONS 1) Approval of Non-executive Directors’ fees for financial year ending 30 June 2025, 5.5% increase proposed (FY24: 5.5%) 2) Financial assistance in terms of section 44 of the Companies Act 3) Financial assistance in terms of section 45 of the Companies Act 4) Autho
Slide 29: Thank You
THANK YOU Central Point, Midrand
Growthpoint Properties — Shareholder Meeting (November 2024) on 6ix