Irish Residential Properties Reit Plc · EURONEXT:IRES
Irish Residential Properties Reit — Proxy Contest (January 2024)
38 slides from Irish Residential Properties Reit's proxy contest presentation, January 2024
Slide 1: Board delivering for ALL shareholders
Board delivering for ALL shareholders Irish Residential Properties REIT Plc EGM Presentation January 2024 1
Slide 2: Disclaimer
Disclaimer Important Information This presentation has been prepared by Irish Residential The release, publication or distribution of this presentation in or Forward-looking statements speak only as of the date of this Properties REIT PLC (the “Company” or “I-RES”) for information into certain juris
Slide 3: Disclaimer (cont.)
Disclaimer (cont.) Third Party Information Sources and Bases To the extent indicated, certain industry, market and competitive This presentation contains statements concerning the relative position data contained in this presentation come from third party financial position and/or performance of I-R
Slide 4: Why you should vote AGAINST Vision
Executive Summary Why you should vote AGAINST Vision Vision’s resolutions would give majority Board control to a 5% shareholder No grounds for change given I-RES’ strong independent Board without paying a premium and constrain I-RES’ strategic options ▪ I-RES Strategic Review: announced covering ful
Slide 5: I-RES led Strategic Review
Executive Summary I-RES led Strategic Review Why launch a Strategic Review now? The Board regularly reviews I-RES’ The macro environment is improving I-RES has new leadership strategy ▪ Reviews of strategy have been conducted post ✓ ✓ Moderating inflation levels1 ▪ New Chair Designate, Hugh Scott- t
Slide 6: Contents
Contents 1 I-RES Board Track Record of Delivery 2 Outperformance vs Peers 3 Remuneration 4 Why the Current Board is best placed to lead I-RES 5 Summary 6
Slide 7: I-RES Board Track Record of Delivery
1 I-RES Board Track Record of Delivery 7 7
Slide 8: High-quality accommodation and service
Portfolio as at 30th June 20232: I-RES Board Track Record of Delivery High-quality accommodation and service I-RES has built a high-quality, well managed portfolio with strong underlying fundamentals and an attractive outlook 5% 26% €1,000 to €1,500 €1,500 to €2,000 Successful execution of strategic
Slide 9: Robust Balance Sheet
I-RES Board Track Record of Delivery Robust Balance Sheet I-RES Board has overseen exceptional operational and financial performance Strengthened with proceeds of €100m Occupancy NRI Margin % strategic asset disposal in 2023 10bps €644m 99.4% 99.5% 79.1% LTV 44.6% 98.1% 77.5% 77.5% €575m RCF Drawn
Slide 10: I-RES performed strongly in 2023 despite macro-economic and other headwinds
I-RES Board Track Record of Delivery I-RES performed strongly in 2023 despite macro-economic and other headwinds Operational Excellence Asset Management Capital Management Transformation Fully internalised management with Occupancy 99.6% at Q3 2023 Successfully completed strategic asset integrated a
Slide 11: Integrating Sustainability & Building a Sustainable and Responsible Business
Sustainability & ESG Integrating Sustainability & Building a Sustainable and Responsible Business Operating Protecting the Building Responsibly Environment Communities GHG emissions reduction ESG strategy ↓ 41% (wholly-managed buildings) 49% Employee gender diversity refreshed female Achieved Invest
Slide 12: I-RES has delivered despite unprecedented and challenging external market conditions
I-RES Board Track Record of Delivery I-RES has delivered despite unprecedented and challenging external market conditions Inflation has accelerated rapidly since the …driving an unprecedented rapid rise in …and placing significant pressure on the listed pandemic… interest rates… Real Estate sector 1
Slide 13: I-RES' strategy remains underpinned by strong demand and Irish market fundamentals
I-RES Board Track Record of Delivery I-RES’ strategy remains underpinned by strong demand and Irish market fundamentals Irish Population Forecast to grow by +8% to 2040 New Dwelling Completions Continue to Lag Market Demand 6.0m 70,000 5.5m 60,000 50,000 5.0m 40,000 4.5m 30,000 5.4m 5.5m 5.1m 5.3m 2
Slide 14: Outperformance vs Peers
2 Outperformance vs Peers 14 14
Slide 15: I-RES has generated a higher TSR compared to European residential peers
Outperformance vs Peers - TSR I-RES has generated a higher TSR compared to European residential peers Benchmarks 1 year2 Chart Title Internalisation2,3 Chart Title 3 years2 Chart Title 5 years2Chart Title 1 2.4% (29.1%) 1 (16.3%) 1 1 0.2% (29.0%) 2 (54.0%) 2 (41.6%) 2 (41.5%) 2 1 (39.1%) 3 (80.8%) 3
Slide 16: I-RES trades closer to NAV relative to its comparable European residential peers
Outperformance vs Peers – Share Price vs NAV I-RES trades closer to NAV relative to its comparable European residential peers I-RES Price/NAV rating vs. peers1,2 Avg. discount over IRES Peer Group Chart Title period 21-Feb-20: Onset of COV- IRES Peer Group Current (27%) (48%) 19 pandemic 1yr (35%) (
Slide 17: I-RES' costs are lower than its comparable European residential peers
Outperformance vs Peers – I-RES cost control I-RES’ costs are lower than its comparable European residential peers Chart Title NRI margin (%, LTM) outperformance vs peer average 100% 83% 77% 78% 78% 100% 71% 71% Avg: 68% 58% 60% 57% 50% 55% 80% 1 2 3 4 5 6 7 8 9 NRI margin %1 0% General & Administra
Slide 18: Remuneration
3 Remuneration 18 18
Slide 19: I-RES Directors compensation is in line with the broader sector but under review
Remuneration I-RES Directors compensation is in line with the AGM dissent & Compensation broader sector but under review Benchmarking 1 ▪ Shareholders have shown strong support for remuneration matters at AGMs in prior years, 5 with the Remuneration Policy being approved by 99.2% of votes at the 202
Slide 20: Why the Current Board is best placed to lead I-RES
4 Why the Current Board is best placed to lead I-RES 20 20
Slide 21: I-RES leadership is being refreshed via an orderly succession process
Why the Current Board is best placed to lead I -RES I-RES leadership is being refreshed via an orderly succession process ▪ Current Independent Non-Executive Director Hugh Scott-Barrett has been appointed Chair Designate, to succeed Chair Declan Moylan, Chair of the I-RES Board, with effect from pub
Slide 22: Impact of Vision Nominees on Board composition
Why the Current Board is best placed to lead I -RES Impact of Vision Vision seeking majority Board control with a 5% Nominees on Board composition holding, weakening independent oversight and skills Balance of tenure inappropriate Lack of Irish experience has 6 of 9 members on the proposed potential
Slide 23: I-RES' current Board skills
Why the Current Board is best placed to lead I -RES I-RES’ current Board skills 1 - deep knowledge of the Irish and international listed Real Estate sector and diverse skillsets Director Information Selected Key Skills Public Tenure Regulated Irish market Financial Government Name M/F Nationality In
Slide 24: Summary
5 Summary 24 24
Slide 25: Vision's proposals potentially compromise value maximisation
Summary of Vision’s proposal Vision’s proposals potentially compromise value maximisation Key issues with Vision’s proposals The Board’s view ✓ The limited detail provided by Vision around its plan does not highlight the risks for Shareholders (including strategic, Vision has given limited operation
Slide 26: Why you should vote AGAINST Vision
Summary Why you should vote AGAINST Vision Vision’s resolutions would give majority Board control to a 5% shareholder No grounds for change given I-RES’ strong independent Board without paying a premium and constrain I-RES’ strategic options ▪ I-RES Strategic Review: announced covering full range of
Slide 27: A. Appendix - Existing I-RES Board Profiles
A. Appendix - Existing I-RES Board Profiles 27 27
Slide 28: I-RES' current Board delivering for ALL shareholders (1/4)
Appendix - Existing Board Director proposed to be removed by Vision Capital I-RES’ current Board delivering for ALL shareholders (1/4) Declan Moylan (Chairman) Margaret Sweeney Independent Non-Executive Chairman Executive Director and CEO Skills and experience: Skills and experience: Mr. Moylan brin
Slide 29: I-RES' current Board delivering for ALL shareholders (2/4)
Appendix - Existing Board Director proposed to be removed by Vision Capital I-RES’ current Board delivering for ALL shareholders (2/4) Brian Fagan Joan Garahy Tom Kavanagh Independent Non-Executive Director Independent Non-Executive Director Executive Director and CFO (SID) Skills and experience: Sk
Slide 30: I-RES' current Board delivering for ALL shareholders (3/4)
Appendix - Existing Board I-RES’ current Board delivering for ALL shareholders (3/4) Phillip Burns Stefanie Frensch Non-Independent Non-Executive Director Independent Non-Executive Director Skills and experience: Skills and experience: Philip Burns is the Founder and a Principal of Maple Knoll Capit
Slide 31: I-RES' current Board delivering for ALL shareholders (4/4)
Appendix - Existing Board I-RES’ current Board delivering for ALL shareholders (4/4) Hugh Scott-Barrett (Chair Designate) Denise Turner Independent Non-Executive Director Independent Non-Executive Director Skills and experience: Skills and experience: Hugh has experience at board level for over 20 y
Slide 32: B. Appendix - Vision's proposed Directors
B. Appendix - Vision’s proposed Directors 32 32
Slide 33: Your Board's observations on Vision's proposed directors
Appendix - Vision’s proposed Directors Your Board’s observations on Vision’s proposed directors Biography as per Vision’s requisition notice Board Observations Amy Freedman ▪ Ms. Freedman is an employee of Ewing Morris, which owns 0.7% of I-RES’ ▪ Advisor to Ewing Morris & Co. on Engagement Fund Inv
Slide 34: Your Board's observations on Vision's proposed directors
Appendix - Vision’s proposed Directors Your Board’s observations on Vision’s proposed directors Colm Lauder Biography as per Vision’s requisition notice Board Observations ▪ Head of Real Estate Equity Research at Goodbody between 2016 and 2023 and ▪ Mr. Lauder is a former research analyst at Goodbod
Slide 35: C. Appendix - Chronology of Events with Vision
C. Appendix – Chronology of Events with Vision 35 35
Slide 36: Chronology of Events (1/2)
Appendix – Chronology of Vision Events Chronology of Events (1/2) Date Event 2014 to January 2021 Vision becomes a Shareholder in 2014, although its publicly disclosed shareholding does not exceed 3% until 15 January 2021. 20 January 2021 –10 June 2021 Vision increases its publicly disclosed shareho
Slide 37: Chronology of Events (2/2)
Appendix – Chronology of Vision Events Chronology of Events (2/2) Date Event Publication of open letter by Ewing Morris & Co (a 0.7% Canadian Shareholder) stating that it is aligned with Vision’s comments in relation to the Company and that it will vote 25 April 2023 consistently with Vision's recom
Slide 38: Thank you for your time
Thank you for your time For more information please visit: www.iresreit.ie/investors South Dock House Hanover Quay DO2 XW94 Ireland www.i-res.ie I-RES REIT Plc | EGM Presentation | January 2024 38 38
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