Waypoint REIT Annual Report 2023

FY2023 Annual Report · Waypoint REIT
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Annual 
Report

2023

Image: Libery Greenvale (VIC)

Cover image: Shell Reddy Express Brandon Park (VIC)

CONTENTS

01 

Investment Proposition

15  Financial Report

02  FY23 Highlights

16  Directors’ Report

04 

 Chair and Managing 
Director & CEO’s Letter

42 

 Consolidated Financial 
Statements

06  Board of Directors

81  Additional Information

08 

 Senior Management Team

83  Disclosures

10  Portfolio Overview

84  Glossary

12  Sustainability

86  Corporate Directory

Waypoint REIT is Australia’s largest listed 
REIT owning solely fuel and convenience 
(F&C) retail properties; it has a high-quality 
network across all Australian states and 
mainland territories.

Waypoint REIT’s objective is to maximise 
long-term returns from the portfolio for  
the benefit of all securityholders.

About this report

Additional information

This Annual Report is a summary of Waypoint REIT’s activities and 
financial position as at 31 December 2023. In this report, references  
to ‘Waypoint REIT’, ‘Group’, ‘Company’, ‘we’, ‘us’ and ‘our’ refer to  
Waypoint REIT unless otherwise stated.

References in this report to a ‘year’, ‘2023’ and ‘FY23’ refer to the  
financial year ended 31 December 2023 unless otherwise stated. All dollar 
figures are expressed in Australian dollars (AUD) unless otherwise stated. 
More information, particularly latest Company announcements, can be 
found on Waypoint REIT’s website.

Waypoint REIT is committed to reducing the environmental footprint 
associated with the production of the Annual Report, and printed  
copies are only posted to securityholders who have elected to receive  
a printed copy.

The following symbol is used in this report to cross-refer to more online 
information on a topic:

  References additional information available on Waypoint REIT website

We produce a suite of reports to meet the needs and requirements  
of our stakeholders.

The following documents are available at www.waypointreit.com.au

•  2023 Corporate Governance Statement

•  2023 Sustainability Report

•  2023 Modern Slavery Statement (to be released prior to 30 June 2024)

Acknowledgement

In the spirit of reconciliation, Waypoint REIT acknowledges the Traditional 
Custodians of country throughout Australia and their connections to land, 
sea and community. We pay our respect to their Elders past and present 
and extend that respect to all Aboriginal and Torres Strait Islander  
peoples today.

Waypoint REIT Limited – ACN 612 986 517

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INVESTMENT PROPOSITION

Secure rental income with embedded growth, underpinned by long-term leases 
to top-tier tenants

Essential Economic 
Infrastructure

Predictable Income  
+ Growth

ASX-Listed Major  
Tenant (Viva Energy)

• There are ~8,000 F&C outlets in 
Australia, providing an essential 
service to ~21 million vehicles

• Approx. three-quarters of Australian 

drivers refuel at least once a fortnight  
(c. one-third at least once a week)1

• Convenience store sales growth  

of 3.8% p.a. for the five-year period 
2018–20222

• WPR portfolio: 99.9% occupancy, 
8.1-year WALE, 89.6% NNN leases

• Australia’s largest owned and 

operated F&C network (>700 sites)

• Strong organic rental growth 
underpinned by 3.0% WARR4

• Further growth potential via 

acquisitions, development fund-
throughs and reinvestment in  
the portfolio

• Supplies about one-quarter of 
Australia’s fuel requirements3

• Exclusive supplier of Shell fuels  

in Australia

• Market capitalisation of ~$5.4 billion 

(February 2024)

Irreplicable Network

Conservative  
Capital Structure

Internal Management 
Structure

• National portfolio accumulated  

• A disciplined and prudent approach 

• Majority independent Board  

over 100+ years

to capital management

of Directors

• Aligned with population density 

• Target gearing range of 30-40%

• One of the lowest MERs in the 

and concentrated in metropolitan 
locations along Australia’s  
eastern seaboard

• Underpinned by ~2 million square 

metres of land

• Investment grade credit rating  

(Moody’s Baa1)5

• Diversified debt sources and tenor

S&P/ASX 200 REIT Index  
(FY23: 30bp)

1. Source: Budget Direct Fuel Consumption Survey and Statistics 2022. 
2. Source: AACS State of the Industry Report 2022. 
3. Source: vivaenergy.com.au.
4. Assumes long-term CPI of 3.0% for leases with CPI-linked rent reviews. 
5.  Credit rating must not be used, and WPR does not intend to authorise its use, in the support of, or in relation to, the marketing of its securities 

to retail investors in Australia or internationally.

Waypoint REIT Limited – Annual Report 2023

01
01

Waypoint REIT Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
FY23 HIGHLIGHTS
Solid performance in a challenging macroeconomic environment

Financial 
Performance

Distributable EPS: 16.48 cents
Performance in line with guidance

5-year CAGR of 3.3%

NTA: $2.73 per security

 8.1% since June-23

 9.6% since Dec-22

Property 
Portfolio

Value: $2.77bn
402 properties

8.1-year WALE

99.9% occupancy

Capital 
Management

Gearing: 32.8%
Lower end of 30-40% target range

255 bp of cap rate headroom  
to 50% covenant1

WACR: 5.68%

 27 bp since Jun-23 

(portfolio value 

 5.1%)

 39 bp since Dec-22 

(portfolio value 

 6.0%)

WADM: 3.7 years2
No expiries until April 2025

$100 million of bank debt 
extended for five years2

Plans are being progressed 
to further enhance the debt 
maturity profile

MER: 30bp
Unchanged on FY22

Remains one of the lowest MERs 
in the S&P/ASX REIT 200 index

Developments/leasing
VEA seeking to assign leases  
on 14 WPR-owned sites in 
Adelaide to Chevron

Hedging: 93% of drawn debt
Hedge book actively managed in 
FY23

Other

Credit Rating
Moody’s Baa1 rating 
affirmed (January 2024)

Viva Energy Australia4
OTR acquisition expected  
to complete in 1H24

ESG
Full offset of Measured Emissions3

Reduction in Scope 2 emissions 
achieved via adoption of carbon 
neutral electricity supply

1.  Represents headroom to WPR’s 50% gearing covenant, which is an Event of Default under WPR’s debt facilities. Pro forma basis with all variables 

other than cap rate being held constant.

2.  Extension was executed post balance date. WADM is pro forma including extending facility.

3.  Measured Emissions = Greenhouse gas (GHG) emissions included in WPR’s operational footprint (Scope 1, 2 and selected Scope 3 categories:  

fuel and energy consumption, waste generated, business travel, employee commuting and upstream leased assets emissions).

4.  Source: VEA’s FY23 Results Presentation.

02

Image: Shell Reddy Express Mulgrave (VIC)

Waypoint REIT Limited – Annual Report 2023Distributable EPS1 
5-year CAGR: 3.29%

+3.69%

c
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+4.25%

Flat

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+4.30%

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+4.25%

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FY18

FY19

FY20

FY21

FY22

FY23

NTA per security
5-year CAGR: 4.41%

+8.67%

9
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+4.20%

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+18.53%

+2.37%

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(9.60%)

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Dec-18

Dec-19

Dec-20

Dec-21

Dec-22

Dec-23

1.  Based on weighted average number of securities on issue during the reported period.

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03

Waypoint REIT Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
CHAIR AND MANAGING DIRECTOR & CEO’S LETTER

“As at 31 December 2023, Waypoint REIT 
owned 402 fuel and convenience properties, 
with 91% of the portfolio (by value) being  
in metropolitan or highway locations.”

Laurence Brindle

Hadyn Stephens

Chair

Managing Director & CEO

Property portfolio
As at 31 December 2023, Waypoint REIT owned 402 fuel and 
convenience properties, with 91% of the portfolio (by value)  
being in metropolitan or highway locations. The portfolio has  
an occupancy rate of 99.9% and a weighted average lease  
expiry of 8.1 years, with 90% of leases being triple net.

163 properties (40% of the portfolio) were independently valued 
during the year, with Directors’ valuations performed on the 
balance of the portfolio. The weighted average capitalisation rate 
of the portfolio increased by 39 basis points during the year to 
5.68%, with 12 basis points of expansion in the first half of the year 
and 27 basis points of expansion in the second half of the year. 

Transaction market activity continued to be muted in 2023 as 
higher interest rates impacted buyer demand, with estimated total 
transaction volumes of $360 million representing a 32% decline 
on the estimated $531 million in 2022 and a 57% decline on the 
estimated $847 million recorded in 2021.

Capital management
Waypoint REIT did not undertake any security buy-backs or 
capital returns during 2023, having returned $302.7 million to 
securityholders over the course of 2021 and 2022 primarily using 
proceeds from non-core asset sales over that period.

Gearing of 32.8% at 31 December 2023 remains at the lower 
end of the 30-40% target gearing range, with 93% of drawn debt 
hedged for an average period of 2.8 years and no debt facilities 
maturing until April 2025.

Waypoint REIT’s Baa1 investment grade credit rating was affirmed 
by Moody’s Investor Services in January 2024.

Dear Securityholder,

On behalf of the Board of Directors and management team,  
we are pleased to present Waypoint REIT’s Annual Report  
for the year ended 31 December 2023.

Financial performance
Distributable EPS of 16.48 cents in 2023 was in line with both 
guidance and the result delivered in the 2022 financial year.  
This was a pleasing result in the current macroeconomic 
environment, with many Australian REITs reporting negative 
earnings growth in recent periods principally as a result of  
rising interest costs. 

A key reason for the solid earnings performance in 2023 was 
Waypoint REIT’s relatively high level of interest rate hedging 
during the year, which, combined with strong like-for-like rental 
growth, lower operating expenses and a lower number of 
securities on issue during the year as a result of previous  
capital management initiatives, offset the negative earnings 
impact of prior year asset sales and rising interest rates.

Despite this solid operating performance in 2023, Waypoint REIT  
recorded a statutory loss of $79.1 million, compared with a 
statutory profit of $133.8 million in 2022, with the key contributor 
being a $184.5 million net reduction in the valuation of  
Waypoint REIT’s investment portfolio during the year.

This decline in the value of Waypoint REIT’s investment portfolio 
was also the primary driver of a 9.6% decline in net tangible assets 
per security, which reduced from $3.02 at 31 December 2022  
to $2.73 at 31 December 2023.

As a result of continuing cost discipline, Waypoint REIT’s 
management expense ratio remained unchanged at 30 basis 
points for 2023 and remains one of the lowest in the  
S&P/ASX 200 REIT Index.

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Image: Shell Coles Express Ultimo (NSW)

Viva Energy Australia
The large majority of Waypoint REIT’s rental income (96.4%)  
is derived from Viva Energy, which recorded a 46.7% decline in 
net profit after tax for the financial year ended 31 December 2023 
to $318.2 million (2022: $596.6 million). This was primarily as a  
result of an 87.4% decline in EBITDA from its Energy & Infrastructure 
Division, which was exposed to lower refining margins in 2023  
and a prolonged shutdown of its Geelong refinery for maintenance. 
Viva Energy’s Group EBITDA was $713 million, excluding refining 
this was +16% on the prior year, with total fuel sales across the 
business increasing by 9% to 15.5 billion litres.

Viva Energy completed the acquisition of Coles Express in  
May 2023, which concluded the alliance arrangements between 
Viva Energy and Coles Group, including on 364 (approximately 
90%) of the fuel and convenience sites in Waypoint REIT’s 
portfolio. The ownership restructure means that Viva Energy  
now owns Australia’s largest fuel and convenience network  
under a single operator.

In April 2023, Viva Energy also announced the proposed 
acquisition of the OTR Group, a leading independent convenience 
retailer generating more than $3 billion in annual revenue and 
employing approximately 6,500 people. OTR operates more than 
170 fuel and convenience outlets, primarily in South Australia, 
and is widely regarded as a market-leading convenience and 
mobility offering. The proposed acquisition of OTR is an exciting 
opportunity for Viva Energy and, by extension, Waypoint REIT, 
with an intention to roll out the OTR brand and offering across 
approximately 80% of the Coles Express network over the next 
five years. The acquisition is consistent with Viva Energy’s 
ambition to grow non-fuels earnings over time, with OTR 
generating approximately $3.9 million of non-fuel sales per store 
compared with approximately $1.6 million per store for Coles 
Express. On 21 March 2024 the acquisition received Foreign 
Investment Review Board approval, and Viva Energy currently 
expects to complete the acquisition in the first half of 2024. 

Outlook
At the time of writing, Waypoint REIT is cautiously optimistic 
about the outlook for 2024.

With interest rate expectations becoming increasingly dovish 
relative to 2023, the fuel and convenience transactions market  
is showing signs of improvement, with increased interest  
from buyers, particularly private investors and syndicators.  
This provides Waypoint REIT with a higher level of confidence 
that continued progress on non-core asset sales is possible  
in 2024, with debt repayment being the likely initial use of any 
such proceeds.

In terms of capital management, we continue to have a relatively 
high level of interest rate hedging for 2024 with 93% of current 
drawn debt hedged for the year and we are currently progressing 
plans to further enhance Waypoint REIT’s debt maturity profile.

Waypoint REIT views the proposed acquisition of OTR as a  
very positive step for our major tenant, Viva Energy, as it seeks  
to diversify its earnings and mitigate the long-term impact  
of Australia’s energy transition on demand for fossil fuels. 
Although Waypoint REIT does not yet have any details regarding 
Viva Energy’s plans for site redevelopments as the OTR brand 
and offering is rolled out across the Coles Express network,  
there appears to be a willingness from both parties to  
investigate how we might work together to achieve a mutually 
acceptable outcome. This would likely involve Waypoint REIT 
acting as a funding partner for the development program,  
noting however that there is no obligation on Waypoint REIT 
to provide such funding, and we would only do so if the 
returns made sense for our securityholders. We look forward 
to progressing this opportunity with Viva Energy once the 
acquisition of OTR is closed and will update securityholders  
in due course.

On behalf of the Board, we thank you for your ongoing support  
of Waypoint REIT.

Laurence Brindle 
Non-Executive Chair 

Hadyn Stephens
 Managing Director & CEO

05

Waypoint REIT Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
BOARD OF DIRECTORS

Laurence Brindle

Christopher Lawton

Georgina Lynch

Independent Non-Executive  
Director, Chair of the Audit and  
Risk Management Committee  
and Member of the Remuneration  
and Nomination Committees

Christopher has more than 40 years’ 
experience in professional services, 
including 25 years as an audit partner  
with EY where he focused on the real 
estate sector. Christopher’s experience 
includes both assurance and transaction 
advisory roles working with some  
of the largest real estate owners,  
managers and developers in Australia. 
Christopher also spent time in the 
USA supporting organisations with 
international portfolios spanning  
North America, Japan and Europe.

Christopher holds a Bachelor of 
Commerce from the University  
of New South Wales and is a member  
of Chartered Accountants Australia  
and New Zealand.

Independent Non-Executive Director, 
Chair of the Remuneration and 
Nomination Committees and  
Member of the Audit and Risk 
Management Committee

Georgina is an experienced company 
director who has more than 30 years’ 
experience in the financial services and 
property industry. She is currently the 
Independent Non-Executive Chair of Cbus 
Property, an Independent Non-Executive 
Director of Vicinity Centres and a Member 
of its Audit and Risk and Compliance 
Committees, an Independent Non-
Executive Director of Evolve Housing  
and an Independent Non-Executive 
Director of Wingate Group Holdings. 

Georgina has significant global  
experience in corporate transactions, 
capital raisings, initial public offerings, 
funds management, corporate strategy  
and acquisitions and divestments.

Georgina holds a Bachelor of Arts  
and Bachelor of Laws.

Independent Non-Executive Chair,  
and a Member of the Nomination  
and Remuneration Committees

Laurence has extensive experience 
in funds management, finance 
and investment and is currently an 
Independent Non-Executive Director  
of Stockland Property Group. 

Until 2009, Laurence was an executive 
with Queensland Investment Corporation 
(QIC). During his 21 years with QIC, 
he served in various senior positions 
including Head of Global Real Estate, 
where he was responsible for QIC’s large 
global investment portfolio. Laurence 
was also a long-term member of QIC’s 
Investment Strategy Committee.

Laurence provides advice to a number 
of investment institutions on real estate 
investment and funds management 
matters. He is a former Chair of the 
Shopping Centre Council of Australia 
and National Storage REIT, and a former 
Independent Non-Executive Director of 
Westfield Retail Trust and Scentre Group.

Laurence holds a Bachelor of Engineering 
(Honours) and a Bachelor of Commerce 
from the University of Queensland, and  
a Masters of Business Administration 
from Bayes Business School, London, 
where he graduated with distinction.

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Hadyn Stephens

Managing Director and  
Chief Executive Officer

Hadyn has approximately 25 years’ 
experience in finance and commercial 
real estate, principally in strategy and 
transaction-related roles in the real  
estate funds management space  
covering direct capital transactions, 
corporate transactions (M&A),  
debt and equity (listed and unlisted).

Hadyn’s previous positions in real estate 
included senior roles with AMP Capital, 
Centuria Capital, LaSalle Investment 
Management, GPT Group and  
Merrill Lynch.

Hadyn holds a Bachelor of Laws  
and Bachelor of Commerce from  
the University of Otago, New Zealand.

Susan MacDonald

Independent Non-Executive Director  
and a Member of the Audit and  
Risk Management and  
Remuneration Committees

Susan has more than 30 years of domestic 
and international experience in property 
investment management, primarily in  
the retail sector, including asset, 
development and funds management. 
Susan has extensive knowledge in  
people management, organisational 
culture, strategy development and 
stakeholder engagement.

Susan has held executive positions 
with Mirvac, Lend Lease, AMP Capital 
and Galileo Funds Management, and is 
a former Joint Deputy Chair, Shopping 
Centre Council of Australia, and a former 
Global Trustee of the Urban Land Institute. 

Susan is currently a Non-Executive 
Director and Member of the Risk and 
HR and Remuneration Committees of 
Queensland Investment Corporation,  
an Independent Non-Executive Director 
and Chair of the Remuneration Committee 
of Cbus Property, a Non-Executive Director 
and Member of the Audit and Risk 
Management Committee of Landcom, 
and a Strategic Advisor to the Board  
of Mainbrace Constructions.

Susan holds a Bachelor of Arts from the 
University of New South Wales and is a 
Graduate of the Australian Institute of 
Company Directors (GAICD).

Our Board is committed to maintaining 
and promoting a high standard of 
corporate governance. Our corporate 
governance platform is integral to 
supporting our strategy, protecting the 
interests of our securityholders and 
maximising long-term total returns.

Corporate governance 

Our Corporate Governance Statement outlines our approach to governance including the 
structure and responsibilities of our Board and various committees. Please refer to the 
corporate governance section of our website at   www.waypointreit.com.au/investors.

 2023 Corporate Governance Statement

07

Waypoint REIT Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
SENIOR MANAGEMENT TEAM

Hadyn Stephens

Aditya Asawa

Tina Mitas

Rodney Smith

Managing Director and 
Chief Executive Officer

Hadyn has approximately  
25 years’ experience in finance 
and commercial real estate, 
principally in strategy and 
transaction-related roles in the 
real estate funds management 
space covering direct capital 
transactions, corporate 
transactions (M&A), debt and 
equity (listed and unlisted). 

Hadyn’s previous positions 
in real estate included senior 
roles with AMP Capital, 
Centuria Capital, LaSalle 
Investment Management,  
GPT Group and Merrill Lynch.

Hadyn holds a Bachelor 
of Laws and Bachelor of 
Commerce from the University 
of Otago, New Zealand.

Chief Financial Officer

Aditya has 19 years’ 
experience in investment 
banking, strategy and 
corporate finance roles across 
listed and unlisted real estate.

Aditya’s experience covers 
corporate advisory, capital 
markets and operational 
finance in the commercial 
real estate sector. Aditya 
has worked at organisations 
including Macquarie Capital, 
Australand, Frasers Property, 
AMP Capital and Dexus.

Aditya is a Certified Practising 
Accountant and holds a 
Bachelor of Commerce – 
Finance and Bachelor of Laws 
from the University of NSW.

General Manager, Property

Rodney has more than 21 
years’ experience in property 
management, network 
planning and operations, 
having worked across 
retail fuel, convenience and 
downstream businesses  
for Shell and Viva Energy 
Australia in Australia  
as well as internationally.

Rodney’s previous positions 
include Operations Manager 
for Retail in Australia 
and New Zealand, Retail 
Network Planning Manager 
in Shell’s Oceania region, 
Global Operation Excellence 
Manager for Shell Retail, and 
Development Project Manager 
at Waypoint REIT.

Rodney holds a bachelor of 
Commerce from the University 
of Tasmania.

General Counsel and 
Company Secretary

Tina has more than 17 years’ 
experience in corporate 
law including corporate 
governance, compliance, 
mergers and acquisitions, 
private equity and information 
technology.

Tina’s previous positions 
include senior legal counsel 
roles at Aconex Limited and 
SMS Management Limited 
and senior associate at 
Herbert Smith Freehills.

Tina holds a Bachelor of  
Laws (Honours) and Bachelor 
of Commerce from the 
University of Melbourne,  
and a Graduate Diploma in 
Applied Corporate Governance 
from the Governance Institute 
of Australia (GIA). Tina is 
a Chartered Secretary and 
Associate of the GIA, and 
a member of the Institute 
of Chartered Secretaries 
and Administrators and 
the Australian Institute of 
Company Directors.

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09

Image: Shell Reddy Express Brandon Park (VIC)

Overview and HighlightsChair and MD/CEO ReportBusiness ReviewSustainabilityFinancial ReportInvestor InformationCorporate DirectoryWaypoint REIT Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
PORTFOLIO OVERVIEW

Overview since IPO

As at 31 December 2023

Number of properties

Property portfolio value

Average value per property 

no.

$m

$m

IPO Aug 
2016

425

FY16

425

FY17

438

FY18

454

FY19

469

FY20

470

FY21

433

FY22

FY23

402

402

2,105

2,105

2,281

2,496

2,652

2,898

3,091

2,948

2,769

5.0

5.0

5.2

5.5

5.7

6.2

7.1

7.3

6.9

Total land area 

‘000 sqm

1,903

1,903

1,960

2,108

2,198

2,213

2,092

1,972

1,972

WACR 

NTA per security

% 

$

5.87

2.00

5.87

2.02

5.80

2.12

5.81

2.20

5.78

2.29

5.62

2.49

5.16

2.95

5.28

3.02

5.68

2.73

Portfolio snapshot
High-quality portfolio with 91% weighting to metropolitan and highway locations.

Category

Description

Capital 
Cities

Capitals of the 8 states  
and territories of Australia

Other 
Metro

Urban areas with 
populations ~100k+

Highway

Service centres along  
key transport routes

Regional

Smaller regional cities and 
towns (<100k population)

#

271

42

37

52

Book value
(Dec-23)

WACR
(Dec-23)

Avg. value
(Dec-23)

Avg. site 
area

Avg. popn 
(500m/3km)

WALE
(Dec-23)

$1,921.6m
(69% of 
portfolio)

$296.4m
(11% of 
portfolio)

$301.4m
(11% of 
portfolio)

$249.8m
(9% of 
portfolio)

5.31%

$7.1m

3,513m2

1,967/58,711

8.0yrs

5.93%

$7.1m

4,027m2

1,384/32,131

8.5yrs

6.75%

$8.1m

17,782m2

285/7,470

8.5yrs

6.92%

$4.8m

3,714m2

598/10,841

7.3yrs

Total

402

$2,769.3m

5.68%

$6.9m

4,906m2

1,574/45,026

8.1yrs

Data as at 31 December 2023.

8.1 yrs WALE 

(by income)

99.9% Occupancy  

(by income)

3.0%1 WARR  

(by income)

89.6%

NNN leases 
(by income)

96.4%

of total rental 
income

1.  Assumes 3.0% CPI for leases with CPI-linked rent reviews.

Image: Shell Reddy Express Hallam (VIC)

10

Waypoint REIT Limited – Annual Report 2023Geographic diversification

21%

36%

43%

Northern  
Territory

1%*

4 properties

$19.7m book value

7.05% WACR

Western  
Australia

10%*

11%

19%

70%

47 properties

$281.9m book value
6.35% WACR

South  
Australia

5%*

27 properties

$139.6m book value

5.98% WACR

6%

10%

84%

Chart key (% by value):

5%

Capital Cities

Other Metro

Highway

Regional

* Denotes % of fuel and convenience 

portfolio by value.

Tasmania

2%*

48%

47%

10 properties

$45.4m book value

6.34% WACR

10%

20%

15%

55%

Queensland

20%*

80 properties

$561.8m book value

6.10% WACR

16%

9%

New South 
Wales

10%

65%

31%*

118 properties

$852.7m book value
5.36% WACR

100%

3% 5%

11%

81%

Australian 
Capital 
Territory

2%*

11 properties

$68.4m book value

5.71% WACR

Victoria

29%*

105 properties

$799.7m book value

5.35% WACR

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11

Waypoint REIT Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
PORTFOLIO OVERVIEW CONTINUED

Lease expiry profile1

Portfolio WALE of 8.1 years with a staggered expiry profile

WALE
8.1
years

%
8
.
3
1

%
6
.
8

%
0
.
5
2

%
2
.
9
1

0.7%

1.0%

0.2%3

0.1%2

0.1%

0.7%

%
8
.
3

%
6
.
6

%
0
.
6

%
7
.
7

%
5
.
6

Vacant

FY24

FY25

FY26

FY27

FY28

FY29

FY30

FY31

FY32

FY33

FY34

FY35

FY36

FY37

FY38

FY39

1

26

30

35

32

29

40

60

68

69

2

3

1

2

2

2

5

2

3

1

1

1

1

1

1

Viva 
Energy 
Australia

Other fuel
operators

Non-fuel
operators

1.  As at 31 December 2023.

2.  Assumed income for vacant tenancies.

3.  Lease expiry shown in FY39 represents committed lease extensions at development site, with lease term extension contracted to commence upon 

practical completion of the development. 

SUSTAINABILITY

Waypoint REIT Limited and the Responsible Entity undertake a coordinated approach to the corporate governance of Waypoint REIT. 
Waypoint REIT applies the same corporate governance framework to the wholly owned subsidiaries of Waypoint REIT and its employees.

Waypoint REIT publishes a separate Sustainability Report at: 

 www.waypointreit.com.au

This report provides an overview of Waypoint REIT’s approach to sustainability (including environmental, social and governance (ESG)) 
matters, and a review of Waypoint REIT’s key initiatives and achievements during the 2023 financial year.

Our approach to sustainability is overseen by the Waypoint REIT Board. The ESG working group and Audit and Risk Management 
Committee assist the Board in its oversight of ESG matters.

We have identified the following focus areas aligned to six of the United Nations’ 17 Sustainable Development Goals (UN SDGs).

12

Waypoint REIT Limited – Annual Report 2023 
 
SUSTAINABILITY CONTINUED

Pillar

Focus areas

Stakeholders

UN SDGs

Environment

• Climate change and energy

Employees

• Reporting and transition  
risk and opportunities

Social

• Our people

• Workplace health, safety  

and environment

Governance

• Ethical conduct and transparency 
(including compliance and risk 
management)

Tenants

Communities

Securityholders

Employees

Tenants

Contractors

Communities

Government

Securityholders

Employees

Communities

Business partners

Securityholders

FY23 HIGHLIGHTS

• Carbon footprint:

 – Reduction in Scope 2 emissions 

achieved through adoption of carbon 
neutral electricity supply

 – Scope 3 emissions from air travel 

drove majority of emissions increase 
– air travel activity reduced 11% on 
km travelled basis, outweighed by 
increased air travel emissions factors

• Maintained full offset on Scope 1,  

Scope 2 and selected (direct) Scope 3 
emissions under our direct operational 
control through the purchase of  
carbon offsets2

• Integrated first-pass climate risk 

assessments into portfolio performance 
reviews, and developed asset groups 
with common characteristics to enable 
scalable plans to be developed to 
respond to these physical risks

• Completed a gap analysis and forward-
looking roadmap to enable Waypoint 
REIT to continue to evolve and prepare 
for upcoming mandatory reporting

• No employee recordable injuries,  
no environmental infringements,  
zero employee turnover and 100% 
compliance for employee training

GHG EMISSIONS

(t-CO2-e)1,2

64

69

FY22 
(re-stated)

FY23

  Scope 1 & 2

  Scope 3 (direct)

SUSTAINABILITY ROADMAP

KEY SURVEYS

Next steps

• Maintain net Measured Emissions of zero

• Enhance and evolve ESG disclosures in 

• Explore opportunities to expand disclosure 

of Scope 3 emissions to include other 
(indirect) Scope 3 emissions

preparation for and aligning to mandatory 
reporting requirements

• Seek opportunities to continue to support 
tenants in their efforts to transition to  
a lower-carbon economy

FY23 
score

FY22 
score

Sustainalytics

15.40

15.82

S&P CSA

37

43

1.  FY22 originally reported as 19 tonnes (t-CO2-e). Re-statement required primarily due to incorrectly applied emissions factors on Scope 3 travel 

emissions. Additional offsets were acquired in FY23 to offset additional FY22 re-stated emissions.

2.  Australian Carbon Credit Units purchased and surrendered through Tasman Environmental Markets Australia Pty Ltd (TEM) in January/February 2024.

13

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Waypoint REIT Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
14

Waypoint REIT Limited – Annual Report 2023FINANCIAL REPORT

16  Directors’ Report

41  Auditor’s Independence Declaration

42  Consolidated Statements of Comprehensive Income

43  Consolidated Balance Sheets

44  Consolidated Statements of Changes in Equity

45  Consolidated Statements of Cash Flows

46  Notes to the Financial Statements

75  Directors’ Declaration

76 

Independent Auditor’s Report

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Image: Shell Reddy Express Brandon Park (VIC)

15

Overview and HighlightsChair and MD/CEO ReportBusiness ReviewSustainabilityFinancial ReportInvestor InformationCorporate DirectoryWaypoint REIT Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
DIRECTORS’ REPORT

The Directors of Waypoint REIT Limited (Company) and VER Limited (Responsible Entity), the responsible entity of Waypoint REIT Trust 
(Trust), present their report together with the financial statements of Waypoint REIT (Waypoint REIT) and the financial statements of 
Waypoint REIT Trust Group (Trust Group) for the year ended 31 December 2023. 

Waypoint REIT is a stapled group consisting of the Company and the Trust and their respective controlled entities. The financial 
statements of Waypoint REIT comprise the Company, the Trust and their respective controlled entities. The financial statements of 
the Trust Group comprise the Trust and its controlled entities. The portfolio of fuel and convenience retail properties are held by 100% 
controlled entities of the Trust.

The Company owns all of the shares in VER Limited (the Responsible Entity).

Directors of Waypoint REIT Limited
The following persons were Directors of Waypoint REIT Limited during the year and up to the date of this report, unless otherwise noted:

Laurence Brindle

Georgina Lynch

Independent Non-Executive Chair

Independent Non-Executive Director

Susan MacDonald

Independent Non-Executive Director

Stephen Newton

Independent Non-Executive Director (resigned 27 October 2023)

Christopher Lawton

Independent Non-Executive Director (appointed 27 October 2023)

Hadyn Stephens

Managing Director and Chief Executive Officer 

Tina Mitas was appointed as Company Secretary on 15 May 2018 and continues in office at the date of this report.

Directors of VER Limited
The following persons were Directors of VER Limited during the year and up to the date of this report, unless otherwise noted:

Laurence Brindle

Georgina Lynch

Independent Non-Executive Chair

Independent Non-Executive Director

Susan MacDonald

Independent Non-Executive Director

Stephen Newton

Independent Non-Executive Director (resigned 27 October 2023)

Christopher Lawton

Independent Non-Executive Director (appointed 27 October 2023)

Hadyn Stephens

Managing Director and Chief Executive Officer 

Tina Mitas was appointed as Company Secretary on 15 May 2018 and continues in office at the date of this report.

Principal activities
During the period, the principal activity of Waypoint REIT was investment in fuel and convenience retail property.

Waypoint REIT is Australia’s largest listed REIT owning solely fuel and convenience retail properties, with a high-quality network across 
all Australian states and mainland territories. Waypoint REIT’s objective is to maximise the long-term income and capital returns from 
its ownership of the portfolio for the benefit of all securityholders. 

The majority of the properties in the portfolio are leased to Viva Energy Australia Pty Limited (Viva Energy – a wholly owned 
subsidiary of Viva Energy Group Limited (Viva Energy Group)), with other tenants including other fuel and convenience retail operators 
and non-fuel tenants.

Significant changes in state of affairs
There were no significant changes in the state of affairs of Waypoint REIT that occurred during the period. 

16

Waypoint REIT Limited – Annual Report 2023Distribution to securityholders
Distributions paid during the period were as follows: 

Distributions paid in the period to 31 December 2023

Final distribution for year ended 31 December 2022  
– 4.03 cents per security paid on 27 February 2023

Interim distribution for the quarter ended 31 March 2023 
– 4.12 cents per security paid on 12 May 2023

Interim distribution for the quarter ended 30 June 2023  
– 4.16 cents per security paid on 28 August 2023

Interim distribution for the quarter ended 30 September 2023 
– 4.10 cents per security paid on 15 November 2023

Distributions paid in the period to 31 December 2022

Final distribution for year ended 31 December 2021  
– 4.21 cents per security paid on 28 February 2022

Interim distribution for the quarter ended 31 March 2022 
– 4.11 cents per security paid on 13 May 2022

Interim distribution for the quarter ended 30 June 2022 
– 4.51 cents per security paid on 31 August 2022

Interim distribution for the quarter ended 30 September 2022 
– 3.95 cents per security paid on 15 November 2022

Total distributions paid

2023  
$ million

2022  
$ million

27.1

27.7 

27.9

27.5

–

–

–

–

110.2

–

–

–

–

30.4

29.2

32.1

27.6

119.3

A distribution of 4.10 cents per security ($27.5 million) is to be paid on 26 February 2024 for the quarter ended 31 December 2023 
and this has been provided for in the financial statements.

Operating and financial review
Rental income decreased by $0.1 million to $157.1 million in FY23 (from $157.2 million in FY22). Non-core asset sales completed  
in FY22 resulted in $5.2 million of lower rental income in FY23, which was substantially offset by like-for-like rental growth of  
3.4% ($5.1 million) on the remaining portfolio.

Distributable Earnings decreased by $5.4 million to $110.7 million in FY23 (from $116.1 million in FY22). The primary driver of the decline 
in Distributable Earnings was higher net interest expense ($5.6 million) due to a higher cost of debt.

The decline in Distributable Earnings was offset by a lower weighted average number of securities on issue due to the security buy-backs 
completed in FY22. As a result, Distributable Earnings per security was 16.48 cents, in line with FY22. 

The statutory result decreased by $212.9 million from a statutory net profit of $133.8 million in FY22 to a net loss of $79.1 million 
in FY23, primarily driven by valuation movements on investment property, with a net loss of $184.5 million in FY23 compared to a 
net loss of $7.2 million in FY22, and valuation movements on derivative financial instruments, with a net loss of $9.3 million in FY23 
compared to a net gain of $16.8 million in FY22.

The management expense ratio (MER) in FY23 was 0.30% (FY22: 0.30%) with lower management and administration expenses offset 
by the impact of a lower asset base as a result of valuation movements on investment properties.

Gearing was 32.8%1 as at 31 December 2023 (31 December 2022: 30.7%). Net tangible assets per security at 31 December 2023 
decreased by 9.6% to $2.73 (31 December 2022: $3.02) largely due to valuation movements on investment property and derivative 
financial instruments.

1.  Calculated as net debt (excluding foreign exchange and fair value hedge adjustments)/total assets excluding cash. This differs from Covenant 

Gearing, which is equal to 34.6%.

17

Waypoint REIT Limited – Annual Report 2023Overview and HighlightsChair and MD/CEO ReportBusiness ReviewSustainabilityFinancial ReportInvestor InformationCorporate DirectoryDIRECTORS’ REPORT CONTINUED

Operating and financial review continued

Key financial metrics

Statutory net profit/(loss) after tax

Distributable Earnings1

Distributable EPS

Management expense ratio2

Total assets

Gross borrowings

Net assets

NTA per security

Gearing3

Covenant Gearing4

FY23

FY22

($79.1) million

$133.8 million

$110.7 million

$116.1 million

16.48 cents

16.48 cents

0.30%

0.30%

31 Dec 2023

31 Dec 2022

$2,797.9 million

$2,988.1 million

$927.6 million

$927.1 million

$1,832.6 million

$2,028.4 million

$2.73

32.8%

34.6%

$3.02

30.7%

32.5%

1.  Distributable Earnings is a non-statutory measure of profit and is calculated as net profit adjusted to remove transaction costs, specific non-recurring 
items and non-cash items (including straight-lining of rental income, the amortisation of debt establishment fees, long-term incentive expense and 
any fair value adjustment to investment properties and derivatives).

2.  Management expense ratio is calculated on an annualised basis as the ratio of management and administration expenses (excluding net property 

expenses) over average total assets (excluding derivative financial assets). 

3.  Gearing is calculated as net debt (excluding foreign exchange and fair value hedge adjustments)/total assets excluding cash.

4.  Covenant Gearing is calculated as total liabilities/total assets but excluding any mark-to-market valuations of derivative assets/liabilities.  

This is the measure used to determine compliance with Waypoint REIT’s gearing covenants.

Financial results

Rental income

Finance income

Total operating income

Management and administration expenses

Interest expense

Distributable Earnings

Net fair value loss on investment properties

Net loss on sale of investment properties

Straight-line rental income

Amortisation of borrowing costs

Net gain/(loss) from derivative financial instruments

Long-term incentive expense

Non-recurring expenses

Statutory net profit/(loss) after tax

18

FY23  
$ million

FY22  
$ million

157.5

0.9

158.4

(9.9)

(37.8)

110.7

(184.5)

–

5.9

(1.7)

(9.3)

(0.2)

–

(79.1)

157.6

0.4

158.0

(10.2)

(31.7)

116.1

(7.2)

(0.4)

10.6

(1.6)

16.8

(0.1)

(0.4)

133.8

Waypoint REIT Limited – Annual Report 2023 
Investment property portfolio

Total value of investment properties

Total properties in portfolio

Portfolio occupancy

Weighted average capitalisation rate

Weighted average lease expiry

31 Dec 2023

31 Dec 2022

$2,769.3 million

$2,947.6 million

402

99.9%

5.68%

402

99.9%

5.28%

8.1 years

9.0 years

During the year, 163 investment properties (representing approximately 40% of the portfolio, by value) were independently valued, 
including 78 at 30 June 2023 and 85 at 31 December 2023. Directors’ valuations were performed on the balance of the portfolio 
at each balance date (317 investment properties at 31 December 2023). 

Capital management

As at 31 December 2023:

• Gearing was 32.8%2 (within the target range of 30–40%).

• Debt drawn was $927.6 million with $121.0 million of undrawn facilities. 

• Weighted average debt maturity was 3.4 years. 

• 93% of Waypoint REIT’s debt was hedged through a combination of fixed rate debt and interest rate swaps. The weighted average 

maturity of fixed rate debt and hedges was 2.8 years. 

Matters subsequent to the end of the financial period

On 16 January 2024, a $100.0 million bilateral bank debt facility, which was due to expire in May 2025, was extended to January 2029.

No other matter or circumstance has arisen since 31 December 2023 that has significantly affected, or may significantly affect:

• the operations of Waypoint REIT in future financial years; 

• the results of those operations in future financial years; or

• the state of affairs of Waypoint REIT in future financial years.

2024 outlook

Waypoint REIT expects to deliver Distributable Earnings per security of 16.32 cents to 16.48 cents in 2024, with the bottom end of this 
guidance range assuming the sale of non-core assets with a book value of approximately $80 million in 2024, and the top end of the 
range assuming no asset sales are completed.

The guidance further assumes no buy-backs/capital returns, acquisitions or redevelopment expenditure in 2024, average floating 
interest rates (90-day BBSW) of 4.2% and no material changes in Waypoint REIT’s operating environment.

2.  Calculated as net debt (excluding foreign exchange and fair value hedge adjustments)/total assets excluding cash. This differs from Covenant 

Gearing, which is equal to 34.6%.

19

Waypoint REIT Limited – Annual Report 2023Overview and HighlightsChair and MD/CEO ReportBusiness ReviewSustainabilityFinancial ReportInvestor InformationCorporate DirectoryDIRECTORS’ REPORT CONTINUED

Material business risks
The material business risks that could adversely affect Waypoint REIT’s financial prospects include the following:

Tenant concentration risk, financial standing and sector concentration risk

96.4% of Waypoint REIT’s rental income is currently received from Viva Energy. If Viva Energy’s financial standing materially deteriorates 
and impacts their ability to make rental payments, Waypoint REIT’s financial results, financial position and ability to service and/or 
obtain financing will be adversely impacted. Furthermore, a material decline in the profitability of Viva Energy’s business due to the 
global transition to a low carbon economy, the possible termination of Viva Energy’s right to use the Shell brand (current agreement 
expires in 2029), risks to the successful integration of the recent acquisition of Coles Express or On The Run or other factors outside 
the control of Waypoint REIT could affect the perceived stability of the rental income of Waypoint REIT and may affect Waypoint REIT’s 
security price and/or ability to obtain financing on acceptable terms. A material decline in the profitability of Viva Energy’s business 
could also lead to reduced capacity or ability for Viva Energy to pay market rents when renewal options are exercised, which could result 
in lower rental receipts and/or a decline in the values of Waypoint REIT’s investment properties if Waypoint REIT is unable to lease the 
property to an alternate tenant. 

Collection risk

Waypoint REIT performs financial due diligence on potential new tenants and holds collateral in the form of security deposits or bank 
guarantees where appropriate. Rent is due in advance on the first day of each billing period (typically monthly), with arrears monitored 
and arrears notices issued on a regular basis (where required). Waypoint REIT applies the AASB 9 simplified approach to measuring 
expected credit losses, which uses a lifetime expected loss allowance for all trade and other financial assets. The loss allowances 
for trade and other financial assets are based on assumptions about risk of default and expected loss rates. Waypoint REIT uses 
judgement in making these assumptions, based on Waypoint REIT’s past history and existing market conditions as well as forward-
looking estimates at the end of each reporting period.

Market rents

Market rents are a key component of Waypoint REIT’s biannual investment property valuation process, with independent market rent 
determinations also incorporated into the majority of lease extension options where the parties cannot agree on the market rent for a 
particular property. The assessment of market rents is subjective, and there is a risk that the market rent set by an independent valuer 
at the end of the current lease term will be different to the market rent used by Waypoint REIT’s independent valuer (for independently 
valued properties) or Waypoint REIT itself (for Directors’ valuations), which could have an impact on future investment property 
valuations and Waypoint REIT’s future income.

Re-leasing and vacancy risk

Waypoint REIT’s property portfolio is 99.9% occupied with a weighted average lease expiry of 8.1 years with only eight leases 
(representing 0.8% of annual rental income) expiring before the end of 2025. The majority of the portfolio (355 of 418 contracted leases) 
is subject to multiple 10-year options in favour of the tenant, with the rent from commencement of each option period to either be 
agreed between the parties or set by independent market rent determination. However, there is a risk that tenants may not exercise 
their option, or that the commencing rent will be lower than passing rent and/or market rent (if agreed between the parties).

Investment property value 

The value of Waypoint REIT’s portfolio of investment properties may be adversely affected by a number of factors, including factors 
outside the control of Waypoint REIT, including the supply of, and demand for, fuel and convenience retail properties, general property 
market conditions, climate risks, the remaining lease term of individual properties, the availability and cost of credit including sector-
specific environmental, sustainability and governance considerations, the ability to attract and implement economically viable rental 
arrangements, Viva Energy’s financial condition deteriorating, occupiers not extending the term of leases, and general economic factors 
such as the level of inflation and interest rates, which may adversely impact capitalisation rates.

A key long-term consideration in the valuation of fuel and convenience properties is an increasing uptake of vehicles fuelled by 
alternative energy sources due to factors including changes in consumer behaviour, pro-emission reduction policies, reduced supply 
and/or higher pricing of fossil fuels.

20

Waypoint REIT Limited – Annual Report 2023As changes in valuations are recorded on the statutory statements of comprehensive income, any decreases in value will have a 
negative impact on the statutory statements of comprehensive income and balance sheets (including the net tangible assets per 
security) and in turn the market price of Waypoint REIT’s securities may fall. Waypoint REIT’s financing facilities also contain gearing 
covenants, and the headroom to these gearing covenants is affected by changes in the valuation of the portfolio. 

The property portfolio is geographically diversified to mitigate the risk of localised valuation impacts and the majority of assets are located 
in metropolitan areas, which typically have higher underlying land values and alternative use potential. Active portfolio management, 
including the disposal of assets with heightened vacancy or negative rental reversion risk, and Waypoint REIT’s long-term diversification 
strategy also, in part, can mitigate this risk.

Environmental and climate change risk

Waypoint REIT depends on its tenants to perform their obligations under various environmental arrangements in relation to properties 
they lease. Waypoint REIT has an indemnity from Viva Energy in respect of certain liability for historical environmental contamination 
across 355 assets acquired at the time of Waypoint REIT’s initial public offering. Waypoint REIT also carries out environmental due 
diligence in relation to potential property acquisitions. If any property in the portfolio is contaminated by a fuel tenant or its invitee 
during the term of the lease, the tenant under that lease must remediate it at their cost to a standard consistent with operating the 
site as a fuel and convenience property or similar commercial use. If the tenants were to fail to meet their obligations under these 
arrangements (including due to their insolvency), Waypoint REIT may incur significant costs to rectify contamination on its properties 
and also on other properties which may be consequently impacted.

Waypoint REIT is subject to a range of regulatory regimes (including environmental regulations) that cover the specific assets of 
Waypoint REIT and how they are operated. These regulatory regimes are subject to ongoing review and change that may increase  
the cost of compliance, reporting and maintenance of Waypoint REIT’s assets. There remains a risk that Waypoint REIT, as owner  
of the properties in the portfolio, may face liability for breach by others of environmental laws and regulations. 

Changes to existing regulatory regimes or the introduction of new regulatory regimes (including environmental or climate change-
related regulation) may also increase the cost of compliance, reporting and maintenance of Waypoint REIT’s assets.

Extreme weather and other climate change-related events have the potential to damage Waypoint REIT’s assets and disrupt the 
tenants’ operations. Although 377 of Waypoint REIT’s 402 properties (89.6% of the portfolio by value) are subject to triple-net leases 
where the tenant is responsible for maintenance and insurance costs, such events may result in higher maintenance and insurance 
costs for Waypoint REIT’s assets that are not subject to triple-net leases. Such events may also affect the ability to re-lease Waypoint 
REIT’s investment properties in the future and the rent levels for which they can be leased, thereby affecting future investment property 
valuations and rental cash flows. Insurance premiums and/or deductibles may change, or insurance may not be able to be obtained  
at all. 

The precise nature of these risks is uncertain as it depends on complex factors such as policy and regulatory change, technology 
development, market forces, and the links between these factors and climatic conditions. The impacts of physical and transition  
risks on the valuation of Waypoint REIT’s property portfolio are further considered under Investment property valuation risk above. 

AFSL compliance risk

VER Limited, a subsidiary of Waypoint REIT Limited, holds an Australian Financial Services Licence (AFSL) and acts as the responsible 
entity for Waypoint REIT Trust. The AFSL requires, among other matters, minimum levels of net tangible assets, liquid assets, cash 
reserves and liquidity, which may restrict Waypoint REIT in paying distributions that would breach these requirements.

The Directors review and monitor VER Limited’s balance sheet quarterly and the adequacy and ongoing training of responsible managers 
annually to ensure compliance with its AFSL requirements.

Personnel risk

Loss of key personnel could potentially have an adverse impact on the management and the financial performance of Waypoint REIT 
and in turn may affect the returns to securityholders. To mitigate this risk, processes and procedures are standardised and automated 
to the extent practicable, remuneration structures include components payable on a deferred basis, and employees are subject to 
market-standard notice periods to ensure that Waypoint REIT has sufficient time in which to identify and hire replacement employees.

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Material business risks continued

Cyber security risk

Cyber-attacks are becoming increasingly sophisticated and a material data breach, ransom attack or data loss could have an adverse 
financial or reputational impact. To help mitigate this risk, Waypoint REIT uses the services of third-party technology experts, provides 
regular staff training and performs pre-implementation and annual reviews over key Software as a Service providers.

Debt agreement and refinancing risk

Waypoint REIT has outstanding debt facilities. General economic and business conditions, changes to Waypoint REIT’s credit rating as 
well as sector-specific environmental, sustainability and governance considerations could impact Waypoint REIT’s ability to refinance 
its debt facilities when required or may result in Waypoint REIT being subject to increased interest rate margins and covenants restricting 
its ability to engage in certain types of activities or to pay distributions to securityholders. Debt may not be able to be renewed or 
obtained at all.

If debt facilities are not available or are not available in adequate volume, Waypoint REIT may need to sell assets or raise equity to 
repay debt. There is no guarantee that there will be willing purchasers for Waypoint REIT’s assets or that purchasers will pay prices 
at or greater than the book value of these investment properties. There is also no guarantee that Waypoint REIT will be able to raise 
equity. To help mitigate this risk, debt maturities are staggered, debt is held across a diverse set of sources, lenders and geographies, 
and debt is typically refinanced at least 12 months in advance of maturity.

If a third-party entity gains control of Waypoint REIT, this would constitute a review event under certain of Waypoint REIT’s debt facility 
agreements, and (subject to specified negotiation and notification periods) a repayment of some or all of Waypoint REIT’s debt facilities 
may be required. 

The Directors regularly monitor the debt facility covenants to ensure compliance and consider the refinancing options and timing 
available to Waypoint REIT.

Cash flow and fair value interest rate risk 

Waypoint REIT’s cash and cash equivalents, floating rate borrowings and derivative financial instruments expose it to a risk of change 
in future cash flows or the fair value of derivative financial instruments due to changes in interest rates. Waypoint REIT uses interest 
rate derivative financial instruments to partially hedge its economic exposure to changes in interest rates on variable rate borrowings. 
By hedging against changes in interest rates, Waypoint REIT has reduced exposure to changes in interest rates on its outward cash 
flows so long as the counterparties to those interest rate derivative financial instruments meet their obligations to Waypoint REIT. 

Foreign exchange rate risk 

A portion of Waypoint REIT’s debt is denominated in US dollars and as a result, Waypoint REIT is exposed to a risk of change in fair 
value or future cash flows due to changes in foreign exchange rates. Waypoint REIT economically hedges 100% of its exposure to 
changes in foreign exchange rates by using cross-currency derivative financial instruments. By hedging against changes in foreign 
exchange rates, Waypoint REIT eliminates its exposure to changes in foreign exchange rates on its outward cash flows so long as 
the counterparties to those cross-currency derivative financial instruments meet their obligations to Waypoint REIT. 

Liquidity risk

Liquidity risk is the risk that Waypoint REIT may not be able to generate sufficient cash resources to settle its obligations in full as they 
fall due or can only do so on terms that are materially disadvantageous. Waypoint REIT monitors its exposure to liquidity risk by setting 
budgets and projecting cash flows to help ensure there is sufficient cash on hand as required or debt facility funding is available to 
meet financial liabilities as they fall due. 

Environmental regulation
As a landlord, the operations of Waypoint REIT are subject to a range of environmental laws and regulations under Commonwealth, 
state and territory law. However, the lease attaching to the majority of sites requires the tenant to use reasonable endeavours to prevent 
contamination at each site and indemnify Waypoint REIT for any contamination caused by their operations.

Waypoint REIT did not receive any environmental infringements or notices from environmental regulators in the year ended 
31 December 2023.

22

Waypoint REIT Limited – Annual Report 2023Information on Directors 

Laurence Brindle

Independent Non-Executive Chair, Member of the Nomination and Remuneration Committees

Laurence has extensive experience in funds management, finance and investment and is currently an Independent Non-Executive 
Director of Stockland Property Group. 

Until 2009, Laurence was an executive with Queensland Investment Corporation (QIC). During his 21 years with QIC, he served in 
various senior positions including Head of Global Real Estate, where he was responsible for QIC’s large global investment portfolio. 
Laurence was also a long-term member of QIC’s Investment Strategy Committee.

Laurence provides advice to a number of investment institutions on real estate investment and funds management matters. He is a 
former Chair of the Shopping Centre Council of Australia and National Storage REIT, and a former Independent Non-Executive Director 
of Westfield Retail Trust and Scentre Group.

Laurence holds a Bachelor of Engineering (Honours) and a Bachelor of Commerce from the University of Queensland, and a Masters 
of Business Administration from Bayes Business School, London, where he graduated with distinction.

Georgina Lynch

Independent Non-Executive Director, Chair of the Nomination and Remuneration Committees and Member of the 
Audit and Risk Management Committee

Georgina is an experienced company director who has over 30 years’ experience in the financial services and property industry. 
She is currently the Independent Non-Executive Chair of Cbus Property, an Independent Non-Executive Director of Vicinity Centres 
and a member of their Audit and Risk and Compliance Committees, an Independent Non-Executive Director of Evolve Housing and 
an Independent Non-Executive Director of Wingate Group Holdings. 

Georgina has significant global experience in corporate transactions, capital raisings, initial public offerings (IPOs), funds management, 
corporate strategy and acquisitions and divestments.

Georgina holds a Bachelor of Arts and Bachelor of Laws.

Susan MacDonald

Independent Non-Executive Director, Member of the Audit and Risk Management Committee and Remuneration Committee

Susan has over 30 years of domestic and international experience in property investment management, primarily in the retail sector, 
including asset, development and funds management. Susan has extensive knowledge in people management, organisational culture, 
strategy development and stakeholder engagement.

Susan has held executive positions with Mirvac, Lend Lease, AMP Capital, and Galileo Funds Management, and is a former Joint 
Deputy Chair, Shopping Centre Council of Australia and a former Global Trustee of the Urban Land Institute (ULI). 

Susan is currently a Non-Executive Director and Member of the Risk and HR and Remuneration Committees of Queensland 
Investment Corporation (QIC), an Independent Non-Executive Director and Chair of the Remuneration Committee of Cbus Property,  
a Non-Executive Director and Member of the Audit and Risk Management Committee of Landcom and a Strategic Advisor to the  
Board of Mainbrace Constructions.

Susan holds a Bachelor of Arts degree from the University of New South Wales, is a Graduate of the Australian Institute of Company 
Directors (GAICD).

Christopher Lawton (appointed 27 October 2023)

Independent Non-Executive Director, Chair of the Audit and Risk Management Committee and Member of the Remuneration 
and Nomination Committees

Christopher has over 40 years’ experience in professional services, including 25 years as an audit partner with EY during which he 
focused on the real estate sector. Christopher’s experience includes both assurance and transaction advisory roles working with 
some of the largest real estate owners, managers and developers in Australia. Christopher also spent time in the USA supporting 
organisations with international portfolios spanning North America, Japan and Europe.

Christopher holds a Bachelor of Commerce from the University of New South Wales and is a member of Chartered Accountants 
Australia and New Zealand.

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Information on Directors continued

Hadyn Stephens

Managing Director and Chief Executive Officer

Hadyn has approximately 25 years’ experience in finance and commercial real estate, principally in strategy and transaction-related 
roles in the real estate funds management space covering direct capital transactions, corporate transactions (M&A), debt and equity 
(listed and unlisted).

Hadyn’s previous positions in real estate included senior roles with AMP Capital, Centuria Capital, LaSalle Investment Management, 
GPT Group and Merrill Lynch.

Hadyn holds a Bachelor of Laws and Bachelor of Commerce from the University of Otago, New Zealand.

Stephen Newton (resigned 27 October 2023)

Up to the date of his resignation, Stephen was an Independent Non-Executive Director, Chair of the Audit and Risk Management 
Committee and Member of the Remuneration and Nomination Committees.

Stephen’s industry experience spanning in excess of 40 years across real estate investment and funds management, development 
and property management, as well as in infrastructure investment and management. 

Stephen is currently an Independent Non-Executive Director of Stockland Property Group, BAI Communications Group (formerly Broadcast 
Australia Group) and Sydney Catholic Schools Limited. 

Stephen is a member of both Chartered Accountants Australia and New Zealand and the Australian Institute of Company Directors 
(AICD). He holds a Bachelor of Arts (Economics and Accounting) degree from Macquarie University and a Masters of Commerce post-
graduate degree from the University of New South Wales.

Tina Mitas

Company Secretary

Tina has over 17 years’ experience in corporate law including corporate governance, compliance, mergers and acquisitions, private equity 
and information technology.

Tina’s previous positions include senior legal counsel roles at Aconex Limited and SMS Management Limited, and senior associate 
at Herbert Smith Freehills.

Tina holds a Bachelor of Laws (Hons) and Bachelor of Commerce from the University of Melbourne, and a Graduate Diploma in 
Applied Corporate Governance from the Governance Institute of Australia (GIA). Tina is a Chartered Secretary and Associate of the GIA, 
a member of the Institute of Chartered Secretaries and Administrators (ICSA) and the AICD.

Meetings of Directors
The numbers of meetings of the Directors and of each Board Committee held during the year ended 31 December 2023, and the numbers 
of meetings attended by each Director were:

Waypoint REIT 
Limited

VER Limited

Audit and Risk 
Management 
Committee

Remuneration 
Committee

Nomination 
Committee

Name

Laurence Brindle

Georgina Lynch

Stephen Newton**

Susan MacDonald

Christopher Lawton***

Hadyn Stephens

A

10

10

9

10

1

10

A  = Number of meetings attended.

B

10

10

9

10

1

10

A

10

10

9

10

1

10

B

10

10

9

10

1

10

A

6*

6

5

6

1

6

B

–

6

5

6

1

6

A

2

2

1

2

1

2

B

2

2

1

2

1

2

A

4

4

3

4*

1

4

B

4

4

3

–

1

4

B  = Number of meetings held during the time the Director held office or was a member of the Board Committee during the year.

*  = Attends Committee meeting as an invitee/guest.

**  = Resigned as a Director on 27 October 2023.

*** = Appointed a Director on 27 October 2023.

24

Waypoint REIT Limited – Annual Report 2023Remuneration Report
This remuneration report (Remuneration Report) presents Waypoint REIT’s remuneration arrangements for Key Management Personnel 
(KMP) for the year ended 31 December 2023. The report has been prepared and audited in accordance with the requirements of the 
Corporations Act 2001 and Corporations Regulations 2001.

Letter from Chair of the Remuneration Committee

On behalf of the Remuneration Committee and the Board, I am pleased to present the Remuneration Report for the year ended 
31 December 2023. 

Waypoint REIT’s long-term remuneration objectives are to:

• reward strong performance;

• encourage executive retention;

• achieve the right balance between ‘fixed’ and ‘at risk’ pay; and

• achieve alignment between executive and securityholders’ interests. 

2023 Remuneration considerations

Waypoint REIT entered 2023 in a solid position as a result of the strategic and capital management initiatives completed in the 
preceding two financial years. This included selling $284 million of non-core assets in a strong market for vendors, returning 
$303 million of capital to securityholders, maintaining gearing at the lower end of our target range and ensuring Waypoint REIT 
was insulated against near-term interest rate rises by maintaining a high level of interest rate hedging.

2023 saw a continuation of macroeconomic pressures across the Australian economy, including persistent inflation and rising interest 
rates, with the Reserve Bank of Australia raising its target cash rate by 125 basis points in 2023 following 300 basis points of increases 
in 2022. Rising interest rates have had a significant impact on real estate markets, including fuel and convenience retail real estate, 
with a material reduction in transaction levels and increasing capitalisation rates throughout the year.

Waypoint REIT’s major tenant, Viva Energy, also made a number of important changes across its Convenience & Mobility Division 
in 2023, including the acquisition of Coles Express and the proposed acquisition of leading convenience retailer On The Run (OTR), 
which is currently expected to complete in the first half of 2024. 

Against this backdrop, the Board believes that Waypoint REIT’s management team has demonstrated a solid performance in 2023, 
delivering distributable earnings per security (DEPS) in line with both guidance and 2022 DEPS, prudently managing Waypoint REIT’s 
capital structure and interest rate hedging profile, and completing a number of initiatives related to Waypoint REIT’s medium and  
long-term strategy.

The key achievements of Waypoint REIT’s team in 2023 include:

• Delivering 2023 Distributable Earnings Per Security of 16.48 cents per security, in line with guidance and in line with the 2022 

financial result.

• 100% tenant retention on 2023 lease expiries and disciplined operating cost control.

• Further insulating Waypoint REIT’s interest rate exposure by actively managing its interest rate hedging profile, with 93% of Waypoint 

REIT’s drawn debt being hedged at 31 December 2023.

• Proactively assessing and engaging with lenders on achieving competitive refinancing options for the upcoming 2025 and 2026 

debt expiries to enable execution in 2024.

• Completing a number of internal initiatives related to Waypoint REIT’s longer-term portfolio strategy, including evaluating funding 

options for potential development opportunities across the portfolio, end-of-lease site remediation considerations for future potential 
alternate use and a detailed leasing and asset risk strategy review.

• Progressing Waypoint REIT’s ESG framework and Board-level reporting, including further extending the assessment of portfolio 

physical climate risk; completing a gap analysis and forward-looking roadmap to enable Waypoint REIT to be prepared for mandatory 
reporting; and maintaining our carbon neutral status with respect to Scope 1, Scope 2 and direct Scope 3 emissions.

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Remuneration Report continued

Board and management

Stephen Newton resigned as a Non-Executive Director on 27 October 2023. Stephen joined the Board as a Non-Executive Director 
in June 2016 and was the Chair of the Audit and Risk Management Committee and a member of the Remuneration Committee 
and Nomination Committee.

Christopher Lawton joined the Board as a Non-Executive Director on 27 October 2023. Christopher brings extensive experience in the 
property sector including 25 years as an audit partner with EY, during which he focused on both assurance and transaction advisory 
roles working with some of the largest real estate owners, managers and developers in Australia. Christopher is the Chair of the Audit 
and Risk Management Committee and a Member of the Remuneration Committee and Nomination Committee of Waypoint REIT. 
We are delighted to have Christopher join as our new Chair of the Audit and Risk Management Committee. 

There were no changes to Waypoint REIT’s management team during 2023.

2023 Remuneration outcomes

In recognition of the above achievements, the Board has awarded Executive KMP approximately 63.3% of their maximum short-term 
incentive (STI) for the year ended 31 December 2023.

No performance rights vested in 2023. The 2021 long-term incentive (LTI) plan’s three-year performance period ended on 31 December 2023. 
The vesting outcome for this plan will be considered by the Remuneration Committee and Board in 2024. 

On behalf of the Directors and the Remuneration Committee, I look forward to welcoming you and receiving your feedback at our 
upcoming Annual General Meeting.

Georgina Lynch 
Chair, Remuneration Committee

26

Waypoint REIT Limited – Annual Report 2023Report Structure
This report is divided into the following sections:

(i)  Key Management Personnel (KMP)

(ii)  Remuneration Governance

(iii) 

 Remuneration Policy for Executive KMP (defined as the Managing Director and Chief Executive Officer (MD and CEO) 
and other reported executives)

(iv)  FY23 Annual remuneration summary

(v)  Detailed remuneration outcomes 

(vi)  Executive KMP equity holdings

(vii)  Other information

(viii)  Remuneration policy for Non-Executive Independent Directors

(ix)  Non-Executive Independent Directors’ fees and other information

(i) Key Management Personnel (KMP)

This report discloses the remuneration arrangements and outcomes for the individuals listed below, being individuals who have been 
determined as KMP as defined by AASB 124 Related Party Disclosures.

Name

Independent Non-Executive Directors

Laurence Brindle

Georgina Lynch

Stephen Newton

Susan MacDonald

Christopher Lawton

Managing Director

Hadyn Stephens

Other reported executives

Aditya Asawa

Tina Mitas

Role

Chair

Director

Director

Director

Director

KMP period

Full year

Full year

Up to resignation on 27 October 2023

Full year

From appointment on 27 October 2023

Managing Director & Chief Executive Officer

Full year

Chief Financial Officer

General Counsel & Company Secretary

Full year

Full year

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Remuneration Report continued

(ii) Remuneration governance

The Remuneration Committee oversees all remuneration-related matters, balancing both short-term and long-term strategic objectives, 
corporate values and Waypoint REIT’s broader risk management framework. The Remuneration Committee reviews and provides 
guidance and, as appropriate, endorses management recommendations on remuneration matters (including Fixed Annual Remuneration 
(FAR), Short-Term Incentives (STI) and Long-Term Incentives (LTI) for Executive KMP), Board and Committee fees and submits these 
for Board approval. The Remuneration Committee’s Charter, setting out its detailed responsibilities, is reviewed annually.

To ensure that it is fully informed when making decisions, including on recent market trends and practices and other remuneration-
related matters, the Remuneration Committee may seek external remuneration advice from time to time. Remuneration consultants 
are engaged directly by the Remuneration Committee as needed. A remuneration consultant was not engaged in FY23.

(iii) Remuneration policy for Executive KMP

Remuneration objectives 

The Board recognises the key to Waypoint REIT’s ongoing success lies in retaining and attracting high-performing people. 
The remuneration framework has been designed to link Waypoint REIT’s strategy of maximising long-term income, capital returns 
and performance with the remuneration outcomes for Executive KMP and fosters strong alignment between executive pay and 
securityholder returns. 

Remuneration structure

Waypoint REIT aims to ensure that the split of fixed and variable remuneration for Executive KMP is consistent with its remuneration 
objectives, appropriate for the size and nature of its business and provides fair and equitable outcomes for individuals.

The table below sets out Waypoint REIT’s Executive KMP remuneration arrangements: 

Type

FAR

STI

LTI

What?

Why?

Comprises base salary, superannuation contributions 
and other benefits. 

Reviewed annually and independently benchmarked 
on a periodic basis against comparable organisations.

Opportunity award based on a percentage of fixed 
remuneration, subject to specific performance 
and employment conditions (including a deferred 
equity component).

Opportunity award based on a percentage of maximum 
STI, in the form of performance rights with a three-year 
performance period.

Fixed component set with reference to role, market, 
experience and skill-set to attract and retain the executives 
capable of leading and delivering the strategy.

‘At risk’ component designed to maximise performance 
in key strategic areas set and measured through a 
balanced scorecard approach, with KPIs aligned to the 
key financial and non-financial value drivers of Waypoint 
REIT’s business. Deferred equity component designed 
to encourage retention and securityholder alignment.

‘At risk’ component designed to align executive 
performance with securityholder interests, to attract 
and retain executives and provide the opportunity 
to reward executives for long-term performance.

The only material change to the remuneration framework for Executive KMP in 2023 was to increase the LTI award to 100% of the 
maximum STI (two-thirds of maximum STI in 2022). This change is consistent with the Remuneration Committee’s previously stated 
intention of making adjustments to the structure of Executive KMP remuneration including the balance between fixed and ‘at risk’ pay 
components in order to better align Executive KMP with market benchmarks and long-term securityholder returns.

28

Waypoint REIT Limited – Annual Report 2023STI details

Basis

Purpose

Performance 
conditions

Each executive may be eligible for participation in an STI program, which may be amended, replaced or withdrawn 
at any time at the Board’s absolute discretion. 

STI awards are set with reference to a maximum STI opportunity level relative to the executive’s FAR, with the 
actual STI award to be determined based on performance against KPIs determined by the Board. 

To motivate and reward executives for increasing securityholder value by meeting or exceeding Waypoint REIT 
and individual targets determined by the Board.

The value of the STI award for each Executive KMP is determined as follows:

Award scale

Criteria

Criteria

Financial

Financial – 
outperformance

0 – 33.3%

0 – 33.3%

Individual KPIs

0 – 33.3%

Delivery of initial Distributable Earnings per security (DEPS) guidance. 
Initial guidance must be met in order for any award under this criteria.

Delivery of DEPS in excess of initial guidance. Award determined at 
the Board’s discretion based on the level of outperformance achieved.

Delivery of financial and non-financial performance criteria set out 
in KMP balanced scorecards agreed at the start of the year. 

Performance 
assessment

The Board believes that having a mix of financial and non-financial KPIs will provide measurable performance 
criteria strongly linked to year-on-year securityholder returns and encourage the achievement of individual goals 
consistent with Waypoint REIT’s overall strategic objectives. The key FY23 KPIs are detailed in section (v).

The MD/CEO evaluates the performance of the other Executive KMP against their KPIs as set out in their 
balanced scorecard and other applicable measures, including evidence of behaviour in line with Waypoint 
REIT’s corporate values and risk management framework. This information is presented to the Remuneration 
Committee, which performs the same evaluation of the MD/CEO performance. The Remuneration Committee 
then recommends the STI awards, if any, to the Board for approval.

Delivery

MD/CEO

50% of the STI entitlement is payable in cash and the remaining 50% is payable in securities subject to  
trade-lock with 25% vesting approximately one year after grant date and 25% vesting approximately two years 
after grant date. 

Other reported executives

Two-thirds of the STI entitlement is payable in cash and the remaining one-third is payable in securities subject 
to trade-lock with vesting approximately one year after grant date.

While under trade-lock, Executive KMP will be entitled to distributions and voting rights (subject to customary 
voting restrictions).

Cessation of 
employment

Board discretion

Executive KMP will generally not be entitled to be paid any outstanding or unvested STI award if they resign 
or if their employment is terminated with cause.

STI entitlements are at the sole discretion of the Board. Waypoint REIT can amend, replace or withdraw any 
incentive program in its absolute discretion. 

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Remuneration Report continued

LTI details

Basis

Purpose

An LTI award will be delivered in the form of an annual grant of performance rights to Waypoint REIT stapled 
securities under the Waypoint REIT Equity Incentive Plan. Performance rights will be allocated to eligible 
executives (including all Executive KMP) on or around the date of the Annual General Meeting (e.g. FY23 
performance rights were allocated in May 2023). 

The LTI program is designed to align the interests of eligible executives with the interests of securityholders 
by providing them with the opportunity to receive an equity interest in Waypoint REIT through the granting of 
performance rights. Waypoint REIT uses performance rights because they create alignment between eligible 
executives and securityholders, but do not provide eligible executives with the full benefits of security ownership 
(such as distribution and voting rights) unless and until the performance rights vest.

Value determination The value of performance rights granted is determined by dividing the dollar value of an eligible executive’s 

annual LTI opportunity (as determined by the Remuneration Committee) by the weighted average traded price 
of Waypoint REIT’s stapled securities traded on the ASX during the 10 business days following the release of 
the annual results, rounded up to the nearest whole number of performance rights.

Vesting period

The Performance Period commences on 1 January of the year performance rights are granted and concludes 
on the third anniversary date (e.g. FY23 performance rights: 1 January 2023 to 31 December 2025).

Performance rights will vest on or around 1 March following the end of the Performance Period (e.g. the FY23 
Performance Rights will vest on or around 1 March 2026).

Vesting conditions

Vesting of the performance rights will be subject to the achievement of two vesting conditions:

• 50% of the performance rights will be tested against a relative Total Securityholder Return (TSR) condition; and

• the remaining 50% of the performance rights will be tested against an average growth in DEPS condition.

See below for further details.

TSR condition  
(50% weighting)

The TSR condition measures Waypoint REIT’s performance relative to a peer group over the Performance 
Period (e.g. the FY23 comparator group of companies comprises the constituents of the S&P/ASX 300 A-REIT 
index as at 1 January 2023). TSR measures the growth in Waypoint REIT’s security price together with the value 
of distributions paid during the period, assuming that all those distributions are reinvested into new securities. 

The vesting schedule applicable for the FY23 performance rights is:

Percentile ranking

Vesting level of performance rights subject to TSR condition

Equal to the 75th percentile or higher

100%

Between the 50th and 75th percentile

Straight-line pro rata vesting between 50% and 100%

Equal to the 50th percentile

Below the 50th percentile

50%

0%

DEPS condition  
(50% weighting)

The DEPS condition measures the average annual growth in Waypoint REIT’s DEPS over the Performance Period.

The vesting schedule applicable for the FY23 performance rights is:

Average annual growth in DEPS

Vesting level of performance rights subject to the DEPS condition

Equal to 4.5% or higher

100%

Between 3.75% and 4.5%

Straight-line pro rata vesting between 50% and 100%

At 3.75%

Less than 3.75%

50%

0%

30

Waypoint REIT Limited – Annual Report 2023Rationale for 
conditions

The LTI performance conditions have been set by the Board to align with securityholder expectations and 
Waypoint REIT’s strategy. 

The TSR condition measures the overall returns that an entity has provided its securityholders, reflecting security 
price movements and the theoretical reinvestment of distributions over a specified period. Relative TSR is the 
most widely used LTI hurdle adopted in Australia. It ensures that value is only delivered to participants if the 
investment return actually achieved for Waypoint REIT securityholders is sufficiently high relative to the returns 
they could have received by investing in a portfolio of alternative S&P/ASX 300 A-REIT index securities over 
the same period.

The DEPS condition aligns the LTI plan with commercial long-term performance which is within executives’ 
ability to influence and aligns with securityholder expectations. The performance hurdles have been set with 
reference to:

• organic rental growth of WPR’s property portfolio (the majority of the portfolio is subject to fixed annual 

rental reviews of 3.0%);

• the effect of gearing (target gearing: 30–40%); and

• WPR’s historical performance.

Distributions on 
unvested LTI awards

Forfeiture

Delivery

Claw-back  
provisions

Cessation of 
employment

Prior to vesting, performance rights do not entitle eligible executives to any distributions or voting rights.

LTI awards will usually be forfeited if an executive resigns or is summarily dismissed prior to the vesting date 
(see the ‘Cessation of employment’ section below for more detail). If the Board determines that an executive 
is responsible for misconduct resulting in material non-compliance with financial reporting requirements or 
for excessive risk taking, the executive will forfeit all unvested performance right entitlements.

Each performance right entitles eligible executives to one ordinary security in Waypoint REIT on vesting. 
Securities allocated on vesting of performance rights carry the same distribution and voting rights as other 
securities issued by Waypoint REIT. The Board retains discretion to make a cash equivalent payment in lieu 
of an allocation of securities. 

The Board has broad ‘claw-back’ powers to determine that performance rights lapse, any securities 
allocated on vesting of performance rights are forfeited or clawed back, or that amounts are to be repaid, 
in certain circumstances.

Where eligible executives’ employment with Waypoint REIT is terminated for cause or ceases due to resignation, 
all unvested performance rights will lapse, unless the Board determines otherwise. In all other circumstances 
(including due to genuine retirement, redundancy, death, permanent disability, or ill health, the expiry of a fixed 
term contract or separation by mutual agreement), a pro rata portion of unvested performance rights will 
remain on foot unless the Board determines otherwise.

Change of control

Board discretion

Where there is a change of control event (including a takeover bid or any other transaction, event or state of 
affairs that, in the Board’s opinion, is likely to result in a change in the control of Waypoint REIT), the Board may 
determine the manner in which all unvested performance rights will be dealt with.

While the number of performance rights that vest will primarily be determined by testing against the vesting 
conditions, the Board retains an overriding discretion to reduce or increase the vesting outcome where it 
considers it appropriate in light of Waypoint REIT’s performance overall and any other relevant circumstances. 

Restrictions 
on dealing

Eligible executives must not sell, transfer, encumber, hedge or otherwise deal with performance rights, 
unless the dealing is required by law. 

31

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Remuneration Report continued

(iv) FY23 Annual remuneration summary

The only material change to the remuneration framework for Executive KMP in 2023 was to increase the LTI award to 100% of the 
maximum STI (two-thirds of maximum STI in 2022). This change is consistent with the Remuneration Committee’s previously stated 
intention of making adjustments to the structure of Executive KMP remuneration including the balance between fixed and ‘at risk’ 
pay components in order to better align Executive KMP with market benchmarks and long-term securityholder returns.

STI outcomes

In assessing Executive KMP delivery against their respective and collective KPIs, the Remuneration Committee has determined 
the following assessment of achievement against the KPI criteria:

Criteria

Financial

Financial – 
outperformance

Award scale

Criteria

0 – 33.3%

Delivery of initial Distributable Earnings per security 
(DEPS) guidance. 

Remuneration Committee assessment

Achieved in full – 33.3% awarded.

0 – 33.3%

Delivery of DEPS in excess of initial guidance. 

Not achieved.

Individual KPIs

0 – 33.3%

Delivery of financial and non-financial performance 
criteria set out in KMP balanced scorecards agreed 
at the start of the year. 

Achieved in part – 30.0% awarded.

Accordingly, all members of Executive KMP have been awarded 63.3% of their maximum STI for the year ended 31 December 2023. 

LTI outcomes

No performance rights vested in 2023. The 2021 LTI plan’s three-year performance period ended on 31 December 2023. The vesting 
outcome for this plan will be considered by the Remuneration Committee and Board in 2024.

(v) Detailed remuneration outcomes 

Performance indicators 

The Remuneration Committee and Board aim to align Executive KMP remuneration with Waypoint REIT’s strategic and business 
objectives and securityholder returns. The table below shows statutory and non-statutory measures of Waypoint REIT’s historical 
financial performance. Statutory measures are not necessarily consistent with the measures used in determining the variable amounts 
of remuneration to be awarded to Executive KMP as noted above. Consequently, there may not always be a direct correlation between 
the statutory key performance measures and the variable remuneration awarded.

Statutory profit/(loss) ($’m)

Distributable earnings1 ($’m)

Basic earnings per security (cents)

DEPS1 (cents)

Distributions paid/payable (cents)

Capital return (cents)

Closing security price (31 December)

Net tangible assets per security2

Weighted average securities on issue (‘m)

2019

197.6

111.7

25.72

14.54

14.37

–

$2.66

$2.29

768.4

2020

279.9

118.5

35.79

15.15

15.14

–

$2.73

$2.49

782.0

2021

443.6

122.6

57.17

15.80

15.97

17.00

$2.83

$2.95

775.8

2022

133.8

116.1

19.00

16.48

16.60

–

$2.75

$3.02

704.4

2023

(79.1)

110.7

(11.77)

16.48

16.48

–

$2.44

$2.73

671.8

1.  DEPS is unaudited.

2.  Net tangible assets per security include the impact of the fair value movements.

32

Waypoint REIT Limited – Annual Report 2023FY23 STI annual assessment

The STI balanced scorecard contains three equally weighted elements that are assessed independently of each other. These elements 
and the relevant criteria for FY23 are:

Element

Financial

Financial – 
outperformance

Award scale

Criteria

0 – 33.3%

0 – 33.3%

Achieve FY23 DEPS guidance as announced on 27 February 2023 (16.48 cents). Initial guidance 
must be met in order for any award under this criteria.

Exceed the FY23 DEPS guidance as announced on 27 February 2023 (16.48 cents). 
Award determined at the Board’s discretion based on the level of outperformance achieved.

Individual KPIs

0 – 33.3%

Individual financial and non-financial performance criteria set in conjunction with the Board 
or MD/CEO (as applicable). Please refer to the table below.

The annual assessments for the MD/CEO and other reported executives are similar but with different emphasis and KPIs applicable 
to their individual roles. The KPI categories have been set with regard to Waypoint REIT’s strong risk management and corporate 
governance culture. KPIs for Executive KMP in FY23 varied from person to person; however, the key KPIs driving the Remuneration 
Committee and Board’s decision to award the FY23 STIs were as follows:

KPI categories

Corporate strategy

KPI performance

• Align strategy with investment objective of maximising  
long-term income and capital returns for securityholders

• Completed a detailed leasing and asset risk strategy review.

• Completed a preliminary long-term portfolio segmentation analysis.

• European study tour undertaken to better understand the 
long-term implications of the energy transition on fuel and 
convenience retail.

• Completed (with external assistance) a high-level project 

assessing end-of-lease site remediation project considerations 
in the context of potential future alternate use.

Portfolio management

• Execute non-core asset sales strategy

• Renewed all leases expiring in 2023 with 100% tenant retention 

• Deliver acquisitions in line with approved criteria and 

return hurdles

• Proactively manage lease expiries

• Engage with tenants on site and portfolio optimisation 

opportunities

Financial and capital management

• Diversify and optimise debt funding sources

• Optimise Waypoint REIT’s debt maturity profile

• Manage Waypoint REIT’s exposure to market interest 

rates through prudent interest rate hedging

• Manage liquidity to support the delivery of Waypoint 

REIT’s strategy

• Optimise capital management in coordination with portfolio 

management strategy

achieved and all renewals above budget.

• Regular contact maintained with Viva Energy regarding 

implications for WPR from Viva Energy’s acquisition of Coles 
Express and proposed acquisition of OTR (Adelaide site 
divestments and potential redevelopment pipeline).

• No disposals were budgeted for FY23 given prevailing market 
conditions and the strong results from the non-core asset  
sale program achieved over the previous two financial years. 
Market transaction activity has been closely monitored.

• No acquisitions were budgeted for FY23 given macroeconomic 

uncertainty and desire to maintain a strong balance sheet. 
Specific opportunities were assessed by the management  
team but were not advanced due to pricing/forecast returns.

• With no debt maturities until 2025, there has been no change to 
WPR’s debt funding during the year. However, the management 
team has spent considerable time assessing potential  
refinancing strategies to be executed in 2024. For example,  
in January 2024, a $100.0 million bilateral debt facility was 
extended for a five-year term.

• Insulated Waypoint REIT’s exposure to market interest rates 

by actively managing the interest rate hedging portfolio 
resulting in 93% of Waypoint REIT’s drawn debt being hedged 
at 31 December 2023.

• Business funding, liquidity and gearing maintained within 

approved parameters.

33

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Remuneration Report continued

KPI categories

ESG 

KPI performance

• Ongoing focus on people, culture and safety

• Zero employee turnover; no employee injuries.

• Maintain strong corporate governance

• No reportable compliance breaches.

• Maintain our carbon neutral target of offsetting Scope 1, 

• Net carbon neutral target achieved.

Scope 2 and direct Scope 3 emissions under our operational 
control through the purchase of carbon offsets from an 
accredited provider

• Actively seek to improve ESG external ratings

• Identify and execute other initiatives to further ESG strategy

• Prepare for mandatory reporting

• Ongoing involvement in ESG surveys (S&P CSA and 

Sustainalytics).

• Further developed our portfolio physical climate risk assessment 

by grouping assets with common characteristics to enable 
scalable plans to be developed to respond to these physical risks.

• Completed a gap analysis and forward-looking roadmap to 
enable Waypoint REIT to continue to evolve and prepare for 
mandatory reporting.

In assessing Executive KMP delivery against their respective and collective KPIs, the Remuneration Committee has determined 
the following assessment of achievement against the KPI criteria: 

Criteria

Financial

Financial – 
outperformance

Award scale

Criteria

0 – 33.3%

Delivery of initial Distributable Earnings per security 
(DEPS) guidance. 

Remuneration Committee assessment

Achieved in full – 33.3% awarded.

0 – 33.3%

Delivery of DEPS in excess of initial guidance. 

Not achieved.

Individual KPIs

0 – 33.3%

Delivery of financial and non-financial performance 
criteria set out in KMP balanced scorecards agreed 
at the start of the year. 

Achieved in part – 30.0% awarded.

Accordingly, all members of Executive KMP have been awarded approximately 63.3% of their maximum STI for the year ended 
31 December 2023. Refer to FY23 STI outcomes section below for further details.

FY23 STI outcomes

The following table sets out the awards made to each Executive KMP based on their performance during the year ended 
31 December 2023.

$

Hadyn Stephens

Aditya Asawa

Tina Mitas2

FAR as per 
contract1

577,800

430,500

288,500

Maximum 
STI as per 
contract

577,800

322,875

144,250

% of maximum 
possible 
current award 
earned

63.3%

63.3%

63.3%

Actual STI 
awarded

365,747

204,380

91,310

1.  FAR comprises salary and superannuation.

2.  FAR and Maximum STI are based on a 0.9 Full-time Equivalent (FTE) basis consistent with Tina Mitas’s standard terms of employment. 

FY23 LTI outcomes

No performance rights vested in 2023. The 2021 LTI plan’s three-year performance period ended on 31 December 2023. The vesting 
outcome for this plan will be considered by the Remuneration Committee and Board in 2024.

34

Waypoint REIT Limited – Annual Report 2023FY23 Total remuneration (statutory basis)

All figures in the table below are in dollars, unless otherwise stated. 

Table 1 of 2

Short-term benefits

Post-retirement benefits

Other long-term benefits

Salary 
$

Other benefits 
$

Superannuation 
$

Termination 
benefits 
$

Annual leave1 
$

Long service 
leave1 
$

Total fixed 
$

Hadyn Stephens

2023

2022

Aditya Asawa

2023

2022

Tina Mitas

2023

2022

Sub-total

2023

2022

Former executives

Kerri Leech

2023

2022

Total

2023

2022

Table 2 of 2

Hadyn Stephens

2023

2022

Aditya Asawa

2023

2022

Tina Mitas

2023

2022

Sub-total

2023

2022

Former executives

Kerri Leech

2023

2022

Total

2023

2022

553,475

539,320

404,154

94,629

262,714

256,932

1,220,343

890,881

–

257,163

1,220,343

1,148,044

4,220

2,819

–

85,0004

1,443

1,407

5,663

89,226

–

2,784

5,663

92,010

26,346

24,430

26,346

6,323

26,346

24,430

79,038

55,183

–

18,107

79,038

73,290

–

–

–

–

–

–

–

–

–

(22,439)

9,117

18,728

5,802

1,442

2,566

(2,269)

17,485

14,706

14,109

10,128

2,366

7,100

6,979

31,934

23,454

576,308

589,795

459,356

194,120

299,045

292,314

1,334,709

1,076,229

–

–

–

38,569

(25,388)

(16,060)

275,175

–

38,569

(2,269)

(7,903)

31,934

7,394

1,334,709

1,351,404

Short-term 
benefits

Current STI 
(cash) 
$

Share-based payments

Deferred STI2 
(equity) 
$

Deferred LTI3 
(rights) 
$

Total variable 
$

Grand total 
$

At risk element 
(%)

182,874

281,875

136,253

52,500

60,874

93,788

380,001

428,163

235,869

217,060

44,161

11,992

40,635

44,354

71,934

21,495

41,471

20,531

17,995

5,792

320,665

273,406

131,400

47,818

490,677

520,430

221,885

85,023

119,504

143,934

832,066

749,387

1,066,985

1,110,225

681,241

279,143

418,549

436,248

2,166,775

1,825,616

46

47

33

30

29

33

–

–

–

–

–

–

(43,445)

(13,239)

(56,684)

218,491

N/A

N/A

380,001

428,163

320,665

229,961

131,400

34,579

832,066

692,703

2,166,775

2,044,107

1.  Amounts disclosed represent the movement in the associated leave provisions. 

2.  Represents the accounting expense attributed to each Executive KMP in accordance with AASB 2 Share-based Payment. Subject to ongoing service 

conditions being satisfied, the difference in value will be expensed over FY24 ($114,989) and FY25 ($45,991) and FY26 ($5,783) accordingly.

3.  Represents the accounting expense attributed to each Executive KMP in accordance with AASB 2 Share-based Payment. 

4.  Sign-on bonus paid in cash on commencement of employment in October 2022. 

35

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Remuneration Report continued

(vi) Executive KMP equity holdings

The table below outlines the movement in Executive KMP’s security holdings during FY23.

Stapled securities

FY23

Hadyn Stephens

Aditya Asawa

Tina Mitas

Balance 
1 January1

On-market 
purchases

Granted as 
compensation2

140,619

20,000

–

25,479

–

–

108,430

10,4813

18,4223

Vesting of 
performance 
rights

–

–

–

Sold on-
market

Balance 
31 December

(50,764)

218,285

–

–

10,481

43,901

1.  During FY23, 67,993 securities granted to KMP under the FY21 STI were released from holding-lock.

2.  Deferred portion of FY22 STI payable in securities subject to trade-lock restrictions acquired on-market in March 2023 and held in Waypoint 

REIT’s Employee Share Trust until the end of the deferral period, which is 15 March 2024 (82,350 securities) and 15 March 2025 (54,215 securities). 
The securities were granted on 9 March 2023 at a fair value of $2.65 based on the security price at that date. 

3.  Includes 384 securities granted on 9 March 2023 under the General Employee Offer at a fair value of $2.60.

Performance rights

Waypoint REIT performance rights granted in FY23 were all granted on 18 May 2023. All performance rights have a nil exercise price, 
vest on or around 1 March 2026 if vesting conditions are met or otherwise expire on this date and are subject to DEPS and TSR conditions 
over the Performance Period of 1 January 2023 to 31 December 2025. 

Accounting standards require the estimated valuation of the grants be recognised over the performance period. The minimum value 
of the grant is nil if the vesting conditions are not met. The maximum value is based on the estimated fair value calculated at the time 
of the grant and amortised in accordance with the accounting standard requirements.

FY23

Hadyn Stephens

Aditya Asawa

Tina Mitas

Opening 
balance  
#

214,965

77,410

51,256

Rights 
granted  
#

217,578

121,583

54,320

Rights  
vested  
#

Rights 
forfeited  
#

–

–

–

–

–

–

Closing 
balance  
#

432,543

198,993

105,576

Fair value to 
be expensed in 
future years1  
$

110,369

69,285

27,884

1.  The maximum value of the grants yet to vest is the fair value amount at the grant date yet to be reflected in Waypoint REIT’s Consolidated Statement 

of Comprehensive Income. 

36

Waypoint REIT Limited – Annual Report 2023The table below details performance rights granted to executives as part of their remuneration in the previous and current  
reporting periods:

KMP

Grant

Grant date

Performance 
period start date

Vesting  
date

No. of 
performance 
rights

Fair value per 
performance 
rights

Hadyn Stephens

LTI FY21 tranche 1 (TSR)

13 May 2021

1 January 2021

1 March 2024

LTI FY21 tranche 2 (DEPS)

13 May 2021

1 January 2021

1 March 2024

LTI FY22 tranche 1 (TSR)

12 May 2022

1 January 2022

1 March 2025

LTI FY22 tranche 2 (DEPS)

12 May 2022

1 January 2022

1 March 2025

LTI FY23 tranche 1 (TSR)

18 May 2023

1 January 2023

1 March 2026

LTI FY23 tranche 2 (DEPS)

18 May 2023

1 January 2023

1 March 2026

Aditya Asawa

LTI FY22 tranche 1 (TSR)

4 October 2022

1 January 2022

1 March 2025

LTI FY22 tranche 2 (DEPS)

4 October 2022

1 January 2022

1 March 2025

LTI FY23 tranche 1 (TSR)

18 May 2023

1 January 2023

1 March 2026

LTI FY23 tranche 2 (DEPS)

18 May 2023

1 January 2023

1 March 2026

Tina Mitas

LTI FY21 tranche 1 (TSR)

9 April 2021

1 January 2021

1 March 2024

LTI FY21 tranche 2 (DEPS)

9 April 2021

1 January 2021

1 March 2024

LTI FY22 tranche 1 (TSR)

11 May 2022

1 January 2022

1 March 2025

LTI FY22 tranche 2 (DEPS)

11 May 2022

1 January 2022

1 March 2025

LTI FY23 tranche 1 (TSR)

18 May 2023

1 January 2023

1 March 2026

LTI FY23 tranche 2 (DEPS)

18 May 2023

1 January 2023

1 March 2026

38,558

38,557

68,925

68,925

108,789

108,789

38,705

38,705

60,792

60,792

8,428

8,428

17,200

17,200

27,160

27,160

$0.90

$2.13

$1.08

$2.02

$1.09

$2.21

$1.68

$2.13

$1.09

$2.21

$0.92

$2.14

$1.14

$2.05

$1.09

$2.21

Performance rights are valued using the Black-Scholes-Merton methodology, which discounts for distributions foregone. This is used 
for allocation purposes for all rights and accounting purposes for non-market-based performance rights. The Monte Carlo method is 
used for accounting purposes for market-based performance rights. The accounting value determined using a Monte Carlo simulation 
valuation is in accordance with AASB 2 Share-based Payment.

(vii) Other information 

Employment contracts and termination entitlements 

Notice periods applicable to termination of an Executive KMP varies as follows: 

Termination by Executive KMP

Hadyn Stephens:

12 months

Termination by Waypoint REIT without cause

All Executive KMP:

12 months

Aditya Asawa:

Tina Mitas:

6 months

3 months

Waypoint REIT may terminate an Executive KMP’s service at any time without notice if serious misconduct has occurred. 
Where termination with cause occurs, the Executive KMP is only entitled to remuneration up to the date of termination. 

Other transactions with Executive KMP

There were no loans made, guaranteed or secured, directly or indirectly, by Waypoint REIT to Executive KMP or their related parties during 
the year. There were no other transactions between Waypoint REIT and any Executive KMP or their related parties during the year.

37

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Remuneration Report continued

(viii) Remuneration policy for Non-Executive Independent Directors

Objective

The Remuneration Committee is responsible for making recommendations to the Board on the remuneration arrangements for 
the Independent Non-Executive Directors. The Board and the Remuneration Committee periodically assess, with the benefit 
of independent advice as required, the appropriateness of the nature and amount of remuneration of Non-Executive Independent 
Directors by reference to market rates with the overall objective of attracting and retaining Board members with an appropriate 
combination of industry and specialist functional knowledge and experience. 

Remuneration structure

Under the Waypoint REIT Limited Constitution, the Board may decide the remuneration to which each Non-Executive Independent 
Director is entitled for his or her services as a Director. However, the total amount provided to all Non-Executive Independent Directors 
for their services as Directors must not exceed in aggregate in any financial year the amount fixed by Waypoint REIT. This amount has 
been fixed at $750,000 per annum.

Annual fees payable, inclusive of superannuation, to Non-Executive Independent Directors during FY23 were as follows:

Role 

Chair 

Member

Audit and Risk 
Management 
Committee

Remuneration 
Committee

Nomination 
Committee

$25,6252

$12,8132

$20,5002

$10,2502

$10,2502

$5,1252

Board

$225,5001,2

$109,6752

1.  The Board Chair does not receive fees for membership on Board Committees.

2.  Fees increased 2.5% effective 1 January 2023.

Additionally, Non-Executive Independent Directors are entitled to reimbursement of travel and other out of pocket expenses which 
totalled $Nil in the year ended 31 December 2023 (2022: $91). 

(ix) Non-Executive Independent Director fees and other information

Details of Non-Executive Independent Director fees and security interests are set out below.

Fees 

Fees payable to each Non-Executive Independent Director of Waypoint REIT during the year are set out below:

2023

Super-
annuation 
$

21,887

14,873

12,884

2,776

12,136

64,556

Base fee 
$

203,613

138,364

119,854

25,234

113,426

600,491

Total 
$

Base fee 
$

225,500

153,237

132,738

28,010

125,562

665,047

199,547

135,602

78,218

–

133,333

546,700

2022

Super-
annuation 
$

20,453

13,898

8,115

–

13,667

56,133

Total 
$

220,000

149,500

86,333

–

147,000

602,833

Laurence Brindle

Georgina Lynch

Susan MacDonald1

Christopher Lawton2

Stephen Newton3

Total

1.  Appointed on 1 May 2022.

2.  Appointed on 27 October 2023.

3.  Resigned on 27 October 2023.

38

Waypoint REIT Limited – Annual Report 2023Interests in securities

The number of securities held during the year by each Non-Executive Independent Director of Waypoint REIT, including their personally 
related parties, are set out below:

FY23

Non-Executive Directors

Laurence Brindle

Georgina Lynch

Susan MacDonald

Christopher Lawton1

Stephen Newton2

Balance 
1 January

On-market 
purchases

On-market 
disposals

Other 
movements

Balance  
31 December

93,820

46,910

–

–

23,455

–

–

43,000

20,000

–

–

–

–

–

–

–

–

–

–

(23,455)

93,820

46,910

43,000

20,000

–

1.  Opening balance at is at date of appointment of 27 October 2023.

2.  Stephen Newton ceased to be a Non-Executive Director on 27 October 2023.

Other transactions with Non-Executive Independent Directors

There were no loans made, guaranteed or secured, directly or indirectly, by Waypoint REIT to any Non-Executive Independent Director 
or their related parties during the year. There were no other transactions between Waypoint REIT and any Non-Executive Independent 
Director or their related parties during the year.

Insurance and indemnification of officers and auditors

The Company has paid premiums in respect of a contract insuring all Directors and officers of the Company and its related entities against 
certain liabilities incurred in that capacity. The insurance policies cover former Directors and officers of the Company. Disclosure of 
the nature of the liability covered by the insurance and premiums paid is subject to confidentiality requirements under the contract 
of insurance. 

The Company and the Responsible Entity are party to Deeds of Indemnity with each of its Directors (including Hadyn Stephens, 
Managing Director & Chief Executive Officer), Aditya Asawa (Chief Financial Officer) and Tina Mitas (Company Secretary) providing 
these persons with an indemnity on a full indemnity basis, to the fullest extent permitted by law, against all losses and liabilities 
incurred in their respective role for the Company, the Responsible Entity and its related entities. The Deeds also require the Company 
to grant the indemnified person with access to certain Company documents and insure the indemnified persons.

In addition, the Company’s and the Responsible Entity’s constitutions provide for the indemnity of officers of the Company/Responsible 
Entity or its related bodies corporate from liability incurred by a person in that capacity. 

No indemnity payment has been made under any of the documents referred to above during, or since the end of, the financial year.

Waypoint REIT has not during or since the end of the financial year indemnified or agreed to indemnify an auditor of Waypoint REIT 
or of any related body corporate against a liability incurred in their capacity as an auditor.

39

Waypoint REIT Limited – Annual Report 2023Overview and HighlightsChair and MD/CEO ReportBusiness ReviewSustainabilityFinancial ReportInvestor InformationCorporate DirectoryDIRECTORS’ REPORT CONTINUED

Audit and non-audit services

Waypoint REIT may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise 
and experience with Waypoint REIT are important.

Details of the amounts paid or payable to the auditor for audit and non-audit services provided in relation to the year ended 
31 December 2023 are disclosed in Note 4.(d) to the consolidated financial statements.

The Directors have considered the position and, in accordance with advice received from Waypoint REIT’s Audit and Risk Management 
Committee (ARMC), are satisfied that the provision of non-audit services is compatible with the general standard of independence for 
auditors imposed by the Corporations Act 2001 for the following reasons:

• all non-audit services have been reviewed by the ARMC to ensure they do not impact the impartiality and objectivity of the auditor; and

• none of the services undermines the general principles relating to auditor independence as set out in APES 110 Code of Ethics for 

Professional Accountants.

Auditor’s independence declaration

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 41.

Rounding of amounts to the nearest million dollars

Waypoint REIT is an entity of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the “rounding off” of amounts in the 
Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordance with that instrument to the nearest hundred 
thousand dollars, or in certain cases, to the nearest dollar.

The report is made in accordance with a resolution of Directors.

Laurence Brindle
Chair

26 February 2024 

40

Waypoint REIT Limited – Annual Report 2023AUDITOR’S INDEPENDENCE DECLARATION

Auditor’s Independence Declaration 

As lead auditor for the audit of Waypoint REIT Limited and Waypoint REIT Trust for the year ended 31 
December 2023, I declare that to the best of my knowledge and belief, there have been:  

(a)  no contraventions of the auditor independence requirements of the Corporations Act 2001 in 

relation to the audit; and 

(b)  no contraventions of any applicable code of professional conduct in relation to the audit. 

This declaration is in respect of Waypoint REIT Limited and the entities it controlled during the period 
and Waypoint REIT Trust and the entities it controlled during the period. 

JDP Wills 
Partner 
PricewaterhouseCoopers 

Sydney 
26 February 2024 

PricewaterhouseCoopers, ABN 52 780 433 757  
One International Towers Sydney, Watermans Quay, Barangaroo NSW 2000, GPO BOX 2650 Sydney NSW 2001 
T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au 

Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124 
T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au  

Liability limited by a scheme approved under Professional Standards Legislation. 

41

Waypoint REIT Limited – Annual Report 2023Overview and HighlightsChair and MD/CEO ReportBusiness ReviewSustainabilityFinancial ReportInvestor InformationCorporate Directory 
 
 
 
 
 
  
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the year ended 31 December 2023

Waypoint REIT

Trust Group

Notes

2023  
$ million

2022  
$ million

2023  
$ million

2022  
$ million

Rental income from investment properties  
(incl. non-cash straight-line lease adjustment)

Finance income

3.(b)

Net loss on sale of investment properties 

163.4

0.9

–

Net fair value loss on investment properties

2.(a)

(184.5)

Management and administration expenses

Finance expense

Net gain/(loss) from derivative financial instruments

3.(b) 

3.(b)

168.2

0.4

(0.4)

(7.2)

(10.7)

(33.3)

16.8

133.8

–

133.8

163.4

0.4

–

(184.5)

(10.1)

(39.5)

(9.3)

(79.6)

–

(79.6)

(10.1)

(39.5)

(9.3)

(79.1)

–

(79.1)

Net profit/(loss) before income tax

Income tax expense

Net profit/(loss) after tax

Other comprehensive income

Items that may be reclassified subsequently  
to profit or loss

Unrealised gains/(losses) on cash flow hedges

Total comprehensive income 

Total comprehensive income for the period attributable 
to Waypoint REIT securityholders, comprising:

– shareholders of Waypoint REIT Limited

–  unitholders of Waypoint REIT Trust  

(non-controlling interests) 

Earnings per security

Basic earnings per security

Diluted earnings per security

(6.2)

(85.3)

11.7

145.5

(6.2)

(85.8)

0.5

0.8

–

(85.8)

(85.3)

cents

(11.77)

(11.76)

144.7

145.5

cents

19.00

18.99

(85.8)

(85.8)

cents

(11.85)

(11.84)

1.(b)

1.(b)

168.2

0.2

(1.2)

(7.2)

(10.5)

(33.3)

16.8

133.0

–

133.0

11.7

144.7

–

144.7

144.7

cents

18.88

18.87

The above consolidated statements of comprehensive income should be read in conjunction with the accompanying notes.

42

Waypoint REIT Limited – Annual Report 2023CONSOLIDATED BALANCE SHEETS
At 31 December 2023

Waypoint REIT

Trust Group

Notes

31 Dec 2023  
$ million

31 Dec 2022  
$ million

31 Dec 2023  
$ million

31 Dec 2022  
$ million

ASSETS

Current assets

Cash and cash equivalents

Derivative financial instruments

Other current assets

Total current assets

Non-current assets

Investment properties

Derivative financial instruments

Other non-current assets

Total non-current assets

Total assets

LIABILITIES

Current liabilities

Trade and other payables

Rent received in advance

Interest payable

Distribution payable

Derivative financial instruments

Provisions and other current liabilities

Total current liabilities

Non-current liabilities

Borrowings

Derivative financial instruments

Provisions and other non-current liabilities

Total non-current liabilities

Total liabilities

Net assets

EQUITY

Waypoint REIT Limited

Contributed equity

Other equity

Retained profits 

Parent entity interest

Waypoint REIT Trust

Contributed equity

Retained profits

Reserves

Non-controlling interests

Total equity

1.(c)

3.(c)

2.(a) 

3.(c)

3.(c)

3.(a) 

3.(c)

3.(e)

3.(e)

13.3

9.1

1.6

24.0

14.0

2.8

1.9

18.7

0.7

9.1

4.7

14.5

0.7

2.8

7.2

10.7

2,769.3

2,947.6

2,769.3

2,947.6

4.0

0.6

2,773.9

2,797.9

21.2

0.6

2,969.4

2,988.1

4.0

–

2,773.3

2,787.8

21.2

–

2,968.8

2,979.5

3.7

3.0

4.4

27.5

0.6

1.2

40.4

892.7

31.5

0.7

924.9

965.3

3.7

2.8

6.2

27.1

–

1.3

41.1

884.5

33.3

0.8

918.6

959.7

5.0

3.0

4.4

27.5

0.6

–

40.5

892.7

31.5

–

924.2

964.7

5.7

2.8

6.2

27.1

–

–

41.8

884.5

33.3

–

917.8

959.6

1,832.6

2,028.4

1,823.1

2,019.9

7.1

1.3

1.1

9.5

1,323.8

499.5

(0.2)

1,823.1

1,832.6

7.1

0.8

0.6

8.5

1,324.1

689.8

6.0

2,019.9

2,028.4

–

–

–

–

1,323.8

499.5

(0.2)

1,823.1

1,823.1

–

–

–

–

1,324.1

689.8

6.0

2,019.9

2,019.9

43

The above consolidated balance sheets should be read in conjunction with the accompanying notes.

Waypoint REIT Limited – Annual Report 2023Overview and HighlightsChair and MD/CEO ReportBusiness ReviewSustainabilityFinancial ReportInvestor InformationCorporate DirectoryCONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the year ended 31 December 2023

Waypoint REIT

Trust Group

Contri- 
buted 
equity  
$ million

Retained 
profits  
$ million

Reserves  
$ million

Notes

Non-
control 
ling 
interests  
$ million

Contri- 
buted 
equity  
$ million

Retained 
profits  
$ million

TOTAL  
$ million

Reserves  
$ million

TOTAL  
$ million

Balance at 1 January 2022

Profit for the period

Other comprehensive income:

Effective portion of changes 
in fair value of cash flow hedges

Total comprehensive profit 
for the period

Transactions with owners 
in their capacity as owners

On-market buy-back, 
net of transaction costs

Security-based payment expense

Acquisition of treasury securities

Distributions paid or provided for

1.(a)

Total transactions with owners 
in their capacity as owners

Balance at 31 December 2022

Balance at 1 January 2023

Profit/(loss) for the period

Other comprehensive income:

Effective portion of changes 
in fair value of cash flow hedges

Total comprehensive  
profit/(loss) for the period

Transactions with owners 
in their capacity as owners

Security-based payment expense

Acquisition of treasury securities

Distributions paid or provided for

1.(a)

Total transactions with owners 
in their capacity as owners

7.6

–

–

–

(0.5)

–

–

–

(0.5)

7.1

7.1

–

–

–

–

–

–

–

–

0.8

–

0.8

–

–

–

–

–

0.8

0.8

0.5

–

0.5

–

–

–

–

– 2,120.7 2,128.3 1,453.5

672.9

(5.7) 2,120.7

–

133.0

133.8

–

133.0

–

133.0

–

–

11.7

11.7

144.7

145.5

–

–

–

11.7

11.7

133.0

11.7

144.7

0.6

–

–

–

–

0.5

–

–

–

(129.0)

(129.5)

(129.0)

–

(0.4)

0.6

(0.4)

–

(0.4)

(116.1)

(116.1)

–

(116.1)

–

–

–

–

–

(129.0)

–

(0.4)

(116.1)

(245.5)

0.6

(245.5)

(245.4)

(129.4)

(116.1)

0.6 2,019.9 2,028.4 1,324.1

689.8

6.0 2,019.9

0.6 2,019.9 2,028.4 1,324.1

689.8

6.0 2,019.9

–

(79.6)

(79.1)

–

(79.6)

–

(79.6)

(6.2)

(6.2)

(85.8)

(85.3)

–

(0.3)

0.5

(0.3)

–

–

–

(0.3)

–

(6.2)

(6.2)

(79.6)

(6.2)

(85.8)

–

–

–

–

–

(0.3)

(110.7)

(111.0)

(110.7)

(110.7)

–

(110.7)

0.5

(111.0)

(110.5)

(0.3)

(110.7)

–

–

–

–

–

Balance at 31 December 2023

7.1

1.3

1.1 1,823.1 1,832.6 1,323.8

499.5

(0.2) 1,823.1

The above consolidated statements of changes in equity should be read in conjunction with accompanying notes. 

44

Waypoint REIT Limited – Annual Report 2023 
 
 
 
 
 
 
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the year ended 31 December 2023

Waypoint REIT

Trust Group

Notes

2023  
$ million

2022  
$ million

2023  
$ million

2022  
$ million

Cash flows from operating activities

Rental income from investment properties  
(inclusive of GST)

Payments to suppliers and employees (inclusive of GST)

Interest received

Interest paid

Net cash inflow from operating activities

Cash flows from investing activities

Acquisition and capital expenditure

Net proceeds on sale of investment properties

Net cash (outflow)/inflow from investing activities

Cash flows from financing activities

Proceeds from borrowings (net of borrowing costs)

Repayments of borrowings

Payments in relation to derivatives (interest rate cap)

On-market buy-back of stapled securities  
(including costs)

Distributions paid to securityholders

1.(a)

Net cash outflow from financing activities

Net increase/(decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of the period

Cash and cash equivalents at end of the period

1.(c)

174.8

(27.2)

147.6

0.9

(39.3)

109.2

(0.2)

–

(0.2)

67.5

(67.0)

–

–

(110.2)

(109.7)

(0.7)

14.0

13.3

175.0

(28.0)

147.0

0.4

(31.2)

116.2

(0.4)

160.0

159.6

196.0

(225.0)

(3.0)

(129.5)

(119.3)

(280.8)

(5.0)

19.0

14.0

174.8

(26.0)

148.8

0.4

(39.3)

109.9

(0.2)

–

(0.2)

67.5

(67.0)

–

–

(110.2)

(109.7)

(0.0)

0.7

0.7

The above consolidated statements of cash flows should be read in conjunction with accompanying notes.

175.0

(25.3)

149.7

0.2

(31.2)

118.7

(0.4)

160.0

159.6

196.0

(225.0)

(3.0)

(129.0)

(119.3)

(280.3)

(2.0)

2.7

0.7

45

Waypoint REIT Limited – Annual Report 2023Overview and HighlightsChair and MD/CEO ReportBusiness ReviewSustainabilityFinancial ReportInvestor InformationCorporate Directory 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS

This financial report contains the financial statements of Waypoint REIT and Waypoint REIT Trust Group (Trust Group) for the year 
ended 31 December 2023. The financial statements of Waypoint REIT comprise the Company, the Trust and their respective controlled 
entities. The financial statements of the Trust Group comprise the Trust and its controlled entities.

As permitted by Class Order 13/1050, issued by ASIC, this financial report is a combined financial report that presents the 
financial statements and accompanying notes of both Waypoint REIT Limited and Waypoint REIT Trust at and for the year ended 
31 December 2023.

Waypoint REIT is a stapled group consisting of the Company and the Trust and their wholly owned entities. The Trust indirectly owns 
the investment property portfolio through its 100% ownership of the trusts, which own the investment properties and receive rent 
under leases. The Company directly owns all of the shares in VER Limited (Responsible Entity). Each stapled security consists of one 
share in the Company and one unit in the Trust.

Waypoint REIT is listed on the Australian Securities Exchange (ASX) and is registered and domiciled in Australia. 

The notes to these consolidated financial statements include additional information which is required to understand the operations, 
performance and financial position of Waypoint REIT. The notes are set out as follows: 

1.  Performance and results – an overview of key metrics used by Waypoint REIT to measure financial performance. 

1.(a)   Distributions to securityholders

1.(b)  Earnings per security

1.(c)  Cash and cash equivalents

1.(d)  Cash flow information 

2.  Property portfolio – an overview of Waypoint REIT’s investment property portfolio. 

2.(a) 

Investment properties

2.(b)  Sensitivities

2.(c)  Commitments and contingencies

3.  Capital management – an overview of Waypoint REIT’s capital management structure. 

3.(a)  Borrowings

3.(b)  Net finance costs 

3.(c)  Derivative financial instruments

3.(d)  Financial risk management

3.(e)  Contributed equity

3.(f)  Treasury securities

3.(g)  Non-controlling interests

3.(h)  Reserves

3.(i)  Security-based benefits expense

4.  Additional information – additional disclosures relating to Waypoint REIT’s financial statements.

4.(a)  Related party information

4.(b)  Parent entity financial information

4.(c) 

Investments in subsidiaries

4.(d)  Remuneration of auditors

4.(e)  Subsequent events 

4.(f)  Summary of significant accounting policies

46

Waypoint REIT Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1. Performance and results
Based on the reports reviewed to monitor the performance of Waypoint REIT and Trust Group, the Board of Waypoint REIT, in its 
capacity as chief operating decision maker, determines that Waypoint REIT (and Trust Group) has one reportable segment in which it 
operates, being fuel and convenience retail investment properties. Refer to the Consolidated Statements of Comprehensive Income 
for the segment financial performance and the Consolidated Balance Sheets for the assets and liabilities.

Key financial metrics used to define the results and performance of Waypoint REIT, including Distributable Earnings, distributions, 
earnings per stapled security and distributable earnings per stapled security, are set out below. 

Distributable Earnings is a non-statutory measure of profit and is calculated as net profit adjusted to remove transaction costs, 
specific non-recurring items and non-cash items (including straight-lining of rental income, the amortisation of debt establishment 
fees, long-term incentive expense and any fair value adjustment to investment properties and derivatives).

A reconciliation between Distributable Earnings and statutory profit is set out below:

Rental income

Finance income

Total operating income

Management and administration expenses

Interest expense

Distributable Earnings

Net fair value loss on investment properties

Net loss on sale of investment properties

Straight-line rental income

Amortisation of borrowing costs

Net gain/(loss) from derivative financial instruments

Long-term incentive expense

Non-recurring expenses

Statutory net profit/(loss) after tax

FY23  
$ million

FY22  
$ million

157.5

0.9

158.4

(9.9)

(37.8)

110.7

(184.5)

–

5.9

(1.7)

(9.3)

(0.2)

–

157.6

0.4

158.0

(10.2)

(31.7)

116.1

(7.2)

(0.4)

10.6

(1.6)

16.8

(0.1)

(0.4)

(79.1)

133.8

47

Overview and HighlightsChair and MD/CEO ReportBusiness ReviewSustainabilityFinancial ReportInvestor InformationCorporate DirectoryWaypoint REIT Limited – Annual Report 20231. Performance and results continued

1.(a) Distributions to securityholders

Distributions paid in the period ended 31 December 2023

Final distribution for year ended 31 December 2022  
– 4.03 cents per security paid on 27 February 2023

Interim distribution for the quarter ended 31 March 2023  
– 4.12 cents per security paid on 12 May 2023

Interim distribution for the quarter ended 30 June 2023  
– 4.16 cents per security paid on 28 August 2023

Interim distribution for the quarter ended 30 September 2023  
– 4.10 cents per security paid on 15 November 2023

Distributions paid in the period ended 31 December 2022

Final distribution for year ended 31 December 2021  
– 4.21 cents per security paid on 28 February 2022

Interim distribution for the quarter ended 31 March 2022  
– 4.11 cents per security paid on 13 May 2022

Interim distribution for the quarter ended 30 June 2022  
– 4.51 cents per security paid on 31 August 2022

Interim distribution for the quarter ended 30 September 2022  
– 3.95 cents per security paid on 15 November 2022

Total distributions paid

2023  
$ million

2022  
$ million

27.1

27.7

27.9

27.5

–

–

–

–

110.2

–

–

–

–

30.4

29.2

32.1

27.6

119.3

A distribution of 4.10 cents per security ($27.5 million) is to be paid on 26 February 2024 for the quarter ended 31 December 2023 
and this has been provided for in the financial statements.

The Company has franking credits available for subsequent reporting periods of $0.03 million based on a tax rate of 30% 
(2022: $0.03 million). There was no dividend paid or payable from the Company during the period.

1.(b) Earnings per security 

Basic earnings per security (cents) attributable to: 

Shareholders of Waypoint REIT Limited

Unitholders of Waypoint REIT Trust (non-controlling interest)

Securityholders of Waypoint REIT 

Diluted earnings per security (cents) attributable to: 

Shareholders of Waypoint REIT Limited

Unitholders of Waypoint REIT Trust (non-controlling interest)

Securityholders of Waypoint REIT 

Statutory net profit/(loss) after tax ($ million)

Distributable earnings ($ million)

Distributable earnings per stapled security (cents)

Weighted average number of securities used as the denominator 
in calculating basic earnings per security 

Adjustments for calculation of diluted earnings per stapled security

Waypoint REIT

Trust Group

2023  
Cents

0.08

(11.85)

(11.77)

0.08

(11.84)

(11.76)

(79.1)

110.7

16.48

671.8

2022  
Cents

0.12

18.88

19.00

0.12

18.87

18.99

133.8

116.1

16.48

704.4

2023  
Cents

–

(11.85)

(11.85)

–

(11.84)

(11.84)

(79.6)

110.7

N/A

671.8

2022  
Cents

–

18.88

18.88

–

18.87

18.87

133.0

116.1

N/A

704.4

– Performance rights*

0.4

0.2

0.4

0.2

Weighted average number of securities and potential securities  
used as the denominator in calculating diluted earnings per security 

672.2

704.6

672.2

704.6

*  Performance rights are unquoted securities and conversion to stapled securities and vesting to executives is subject to performance and/or  

service conditions.

48

NOTES TO THE FINANCIAL STATEMENTS CONTINUEDWaypoint REIT Limited – Annual Report 20231.(c) Cash and cash equivalents

Cash at bank*

Total cash and cash equivalents

Waypoint REIT

Trust Group

31 Dec 2023  
$ million

31 Dec 2022  
$ million

31 Dec 2023  
$ million

31 Dec 2022  
$ million

13.3

13.3

14.0

14.0

0.7

0.7

0.7

0.7

* 

Includes $5.5 million held in bank accounts as restricted cash maintained to satisfy the regulatory requirements of the Responsible Entity’s Australian 
Financial Services Licence (AFSL). 

Accounting policy – Cash and cash equivalents

For the purpose of presentation in the Consolidated Statements of Cash Flows, cash and cash equivalents include cash on hand, 
deposits held at call with financial institutions, and other short- term, highly liquid investments with maturities of three months or less 
from the date of acquisition that are readily convertible to known amounts of cash and which are subject to an insignificant risk of 
changes in value.

1.(d) Cash flow information

(i) Reconciliation of net profit after income tax to net cash inflow from operating activities

Profit/(loss) for the year

Amortisation of borrowing costs

Net revaluation loss on investment properties

Straight-line adjustment on rental income

Net loss on sale of investment properties

Net (gain)/loss from derivative financial instruments

Change in operating assets and liabilities

Decrease in other current assets

Decrease in other non-current assets

Decrease in trade and other payables

Increase in rent received in advance

Increase/(decrease) in interest payable

Net cash inflow from operating activities

(ii) Non-cash investing and financing activities

Waypoint REIT

Trust Group

2023  
$ million

(79.1)

1.7

184.5

(5.9)

–

9.3

0.3

–

–

0.1

(1.7)

109.2

2022  
$ million

133.8

1.6

7.2

(10.6)

0.4

(16.8)

0.5

0.2

(0.8)

0.4

0.3

2023  
$ million

(79.6)

1.7

184.5

(5.9)

–

9.3

1.9

–

(0.4)

0.1

(1.7)

2022  
$ million

133.0

1.6

7.2

(10.6)

1.2

(16.8)

5.8

–

(3.4)

0.4

0.3

116.2

109.9

118.7

Waypoint REIT

Trust Group

2023  
$ million

2022  
$ million

2023  
$ million

2022  
$ million

Loan establishment costs netted off against borrowings drawn down

Total non-cash financing and investing activities

–

–

0.4

0.4

–

–

0.4

0.4

49

Overview and HighlightsChair and MD/CEO ReportBusiness ReviewSustainabilityFinancial ReportInvestor InformationCorporate DirectoryWaypoint REIT Limited – Annual Report 20232. Property portfolio 

2.(a) Investment properties

(i) Valuations and carrying amounts

Fuel and convenience retail properties – at fair value

Investment properties 

Waypoint REIT

Trust Group

31 Dec 2023  
$ million

31 Dec 2022  
$ million

31 Dec 2023  
$ million

31 Dec 2022  
$ million

2,769.3

2,769.3

2,947.6

2,947.6

2,769.3

2,769.3

2,947.6

2,947.6

The key inputs and assumptions for valuation of investment properties are below:

Number of assets

Annual market rent per site

Weighted average capitalisation rate

Range of capitalisation rates

Range of fuel lease terms remaining

31 Dec 2023

402

31 Dec 2022

402

$125,000 to $1,280,416

$143,081 to $1,243,123

5.68%

4.25% to 8.50%

1.9 to 12.9 years

5.28%

3.75% to 8.50%

0.7 to 13.9 years

During the year, Savills independently valued 163 investment properties (representing 40% of the portfolio) including 78 at 30 June 2023 
and 85 at 31 December 2023.

The Directors have reviewed the independent valuation outcomes and determined they are appropriate to adopt at 31 December 2023. 
The key inputs into the valuation are based on market information for comparable properties available as at that date and the individual 
lease profiles for each investment property. The independent valuers have experience in valuing similar assets and have access to market 
evidence to support their conclusions. Comparable sales are considered to be those in similar markets, of similar scale and condition 
and with similar lease terms to the subject property.

Directors’ valuations have been performed on the balance of the portfolio, with reference to the capitalisation rates determined for the 
corresponding independently valued properties and additional market evidence in the same geographic area with similar lease terms. 

Investment properties have been classified as level 3 in the fair value hierarchy. There have been no transfers between the levels 
in the fair value hierarchy during the period.

All investment properties are freehold except for all sites in the Australian Capital Territory that are subject to Crown leases.

Accounting policy – Investment properties

All of Waypoint REIT’s properties are treated as investment properties for the purpose of financial reporting. Under Australian Accounting 
Standards, investment property buildings and improvements are not depreciated over time. Instead, investment properties are initially 
valued at cost, including transaction costs, and at the end of each accounting period the carrying values are restated at their fair value 
at the time. 

50

NOTES TO THE FINANCIAL STATEMENTS CONTINUEDWaypoint REIT Limited – Annual Report 2023Key estimate – Valuation of investment properties

Changes in fair value are recognised as a non-cash gain or loss in the statutory net profit in the accounting period in which they arise. 
As a result of this accounting policy, changes in the fair value of Waypoint REIT’s investment properties may have a significant impact 
on its reported statutory net profit in any given period. The fair value of investment property is determined based on real estate valuation 
techniques and the principles of AASB 13 Fair Value Measurement.

The fair value of the properties is reviewed by the Directors at each reporting date. The Directors’ assessment of fair value is periodically 
assessed by engaging an independent valuer to assess the fair value of individual properties with at least one-sixth of the properties 
within the portfolio being independently valued every six months. Valuations may occur more frequently if there is reason to believe 
that the fair value of a property has materially changed from its carrying value (e.g. as a result of changes in market conditions, 
leasing activity in relation to the property or capital expenditure). Each investment property is subject to independent valuation 
at least once every three years.

The independent valuer is changed at least every three years unless the Board approves the use of a valuer for a fourth year due 
to extenuating circumstances.

Valuations are primarily derived using a combination of the income capitalisation and the direct comparison methods and with 
consideration for a number of factors that may include a direct comparison between the subject property and a range of comparable 
sales, the present value of net future cash flow projections based on reliable estimates of future cash flows, existing lease contracts, 
external evidence such as current market rents for similar properties and using capitalisation rates and discount rates that reflect 
current market assessments of the uncertainty in the amount and timing of cash flows.

(ii) Movements during the period

At fair value

Opening balance (1 January)

Capital expenditure

Straight-line rental asset

Fair value adjustment to investment properties

Straight-lining of rental income

Transfer to assets held for sale

Disposal of investment properties

Closing balance (31 December)

Waypoint REIT

Trust Group

2023  
$ million

2,947.6

0.3

5.9

(178.6)

(5.9)

–

–

2,769.3

2022  
$ million

3,069.0

0.2

10.6

4.4

(10.6)

(22.9)

(103.1)

2,947.6

2023  
$ million

2,947.6

0.3

5.9

(178.6)

(5.9)

–

–

2,769.3

2022  
$ million

3,069.0

0.2

10.6

4.4

(10.6)

(22.9)

(103.1)

2,947.6

51

Overview and HighlightsChair and MD/CEO ReportBusiness ReviewSustainabilityFinancial ReportInvestor InformationCorporate DirectoryWaypoint REIT Limited – Annual Report 20232. Property portfolio continued

2.(a) Investment properties continued

(iii) Amounts recognised in profit or loss for investment properties

Rental income

Other non-cash rental income (recognised on a straight-line basis)

Net direct operating expenses from property

Net revaluation of investment properties

Net gain/(loss) on sale of investment properties

Waypoint REIT

Trust Group

2023  
$ million

157.5

5.9

(1.3)

(184.5)

–

2022  
$ million

157.6

10.6

(1.2)

(7.2)

(0.4)

2023  
$ million

157.5

5.9

(1.3)

(184.5)

–

2022  
$ million

157.6

10.6

(1.2)

(7.2)

(1.2)

(iv) Leasing arrangements

The investment properties are leased to Viva Energy Australia Pty Limited (96.4% of rental income), other fuel operators and various 
convenience store operators (3.6% of rental income) under predominantly long-term operating leases with rent payable in advance 
monthly, quarterly or annually. Rental income for 93.9% of the investment properties is subject to fixed annual increases of 3.0% or greater. 
The remainder of the leases largely have CPI-linked rent reviews. Where considered necessary to reduce credit risk, Waypoint REIT 
may obtain bank guarantees or security deposits for the term of the lease.

Minimum undiscounted future payments to be received under non-cancellable operating leases of investment properties not recognised 
in the financial statements are receivable as follows:

Within one year

Later than one year but not later than two years

Later than two years but not later than three years

Later than three years but not later than four years

Later than four years but not later than five years

Later than five years

Total

Accounting policy – Rental income

Waypoint REIT

Trust Group

31 Dec 2023  
$ million

31 Dec 2022  
$ million

31 Dec 2023  
$ million

31 Dec 2022  
$ million

162.3

166.0

168.1

164.0

157.8

651.1

157.2

161.5

165.2

167.3

163.1

808.3

162.3

166.0

168.1

164.0

157.8

651.1

157.2

161.5

165.2

167.3

163.1

808.3

1,469.3

1,622.6

1,469.3

1,622.6

Rental income from operating leases is recognised as income on a straight-line basis. Where a lease has a fixed annual increase, 
the total rent receivable over the operating lease is recognised as revenue on a straight-line basis over the lease term. This results in 
more income being recognised early in the lease term and less late in the lease term compared to the lease conditions (i.e. actual cash 
received). The difference between the lease income recognised and the actual lease payment received is shown within the fair value 
of the investment property on the consolidated balance sheet and reversed on disposal of an asset.

52

NOTES TO THE FINANCIAL STATEMENTS CONTINUEDWaypoint REIT Limited – Annual Report 20232.(b) Sensitivities

Waypoint REIT’s property portfolio is 99.9% occupied with a weighted average lease expiry of 8.1 years. Only eight leases  
(representing 0.8% of annual rental income) expire before the end of 2025. Waypoint REIT’s investment properties are typically on  
long-term leases with contracted annual rental income escalations, and, accordingly, they are generally valued on a capitalisation  
of income basis. Waypoint REIT’s investment properties are therefore exposed to a risk of change in their fair values due to changes  
in market capitalisation rates.

Sensitivity of fair value to movements in market capitalisation rates (all else held equal):

Decreases by 25 basis points

Increases by 25 basis points

2023  
$ million

2022  
$ million

127.5

(116.7)

141.7

(137.5)

The impacts on carrying values as shown above for the noted movement in capitalisation rates (all else held equal) would impact the 
statutory net profit but not impact Distributable Earnings (unless an interest margin increase on borrowings is triggered by the lower 
investment property value causing the covenant gearing ratio to rise beyond 40%), as the unrealised movement in carrying value of 
investment properties is excluded from the Distributable Earnings calculation.

In relation to Waypoint REIT’s debt facility agreements at 31 December 2023, the market capitalisation rate expansion (holding all other 
variables constant) required to trigger:

• higher margin pricing (when the covenant gearing ratio increased beyond 40%) is 89 bp (applies to $415.0 million of facilities and 

is up to 25 bp increase to the applicable margin);

• applicability of draw stop provisions (when the covenant gearing ratio increases beyond 45%) is 172 bp (applies to all facilities); and

• a covenant breach (event of default) (when the covenant gearing ratio increases beyond 50%) is 255 bp (applies to all facilities).

2.(c) Commitments and contingencies

There are no material outstanding contingent assets, liabilities or commitments as at 31 December 2023.

53

Overview and HighlightsChair and MD/CEO ReportBusiness ReviewSustainabilityFinancial ReportInvestor InformationCorporate DirectoryWaypoint REIT Limited – Annual Report 20233. Capital management
Waypoint REIT’s activities expose it to numerous external financial risks such as credit risk, liquidity risk and market risk. This section 
explains how Waypoint REIT utilises its risk management framework to reduce volatility from these external factors. 

3.(a) Borrowings

Non-current liabilities

Bank facilities

USPP Notes1

AMTN2

Institutional term loans

Gross unsecured borrowings

Unamortised borrowing costs

Net unsecured borrowings 

Total undrawn facilities available

Waypoint REIT

Trust Group

31 Dec 2023  
$ million

31 Dec 2022  
$ million

31 Dec 2023  
$ million

31 Dec 2022  
$ million

439.0

218.0

199.4

40.0

896.4

(3.7)

892.7

121.0

438.5

212.0

199.3

40.0

889.8

(5.3)

884.5

121.5

439.0

218.0

199.4

40.0

896.4

(3.7)

892.7

121.0

438.5

212.0

199.3

40.0

889.8

(5.3)

884.5

121.5

1.  Net of fair value hedge adjustment of $42.2 million (31 December 2022: $50.7 million).

2.  Net of $0.6 million unamortised discount on the issue of these instruments (31 December 2022: $0.7 million unamortised discount).

USPP Notes

The USPP Notes are further detailed below:

USD fixed 
coupon

2.89%

3.18%

3.33%

Maturity  
date

29 Oct 27

29 Oct 30

29 Oct 32

Notional 
value of cross 
currency 
swaps  
$ million

AUD 
equivalent on 
issuance date  
$ million

Foreign 
exchange 
and fair value 
movement  
$ million

Carrying 
amount  
31 Dec 2023  
$ million

108.9

76.8

62.9

248.6

108.9

76.8

62.9

248.6

–

248.6

5.1

3.6

2.9

11.6

(42.2)

(30.6)

114.0

80.4

65.8

260.2

(42.2)

218.0

30.6

1.7

32.3

250.3

7-year tranche

10-year tranche

12-year tranche

Total exposure

Fair value hedge adjustment

Total 

Cross currency interest rate swaps

Accrued interest on swaps

Total cross currency interest rate 
swaps

Net USPP Notes exposure

54

NOTES TO THE FINANCIAL STATEMENTS CONTINUEDWaypoint REIT Limited – Annual Report 2023 
Maturities, interest rates and covenants

Waypoint REIT’s weighted average debt maturity as at 31 December 2023 is 3.4 years (31 December 2022: 4.4 years). 

The interest rate applying to the drawn amount of the bank and institutional term loan facilities is set on a periodic basis (i.e. one, 
three or six months) at the prevailing market interest rate at the commencement of the period (Australian dollar, bank bill swap rate), 
plus the applicable margin. For $415.0 million of these debt facilities, the interest margin has a rate increase/decrease applied if:

• Debt Covenant Gearing is higher than 40% – margin increase by up to 0.25%.

• Debt Covenant Gearing is lower than 30% – margin decrease by 0.10%.

The interest rate applying to the USPP Notes is fixed in US dollars as noted above, with cross currency swaps in place for 100% of 
these facilities to mitigate the foreign exchange risk and convert the USD interest rate exposure to a floating Australian dollar interest 
rate exposure.

Facility agreement covenants and related restrictions include:

• interest cover ratio of not less than 2.0 times (actual at 31 December 2023: 4.2 times);

• gearing ratio of not more than 50% (actual at 31 December 2023: 34.6%); and

• a drawdown cannot be completed or any indebtedness incurred if Gearing is or will exceed 45% via the drawdown being completed.

Waypoint REIT was in compliance with its covenants throughout the period. 

The fair values of bank and institutional term loan borrowings are not materially different from their carrying amounts due to their 
short-term nature.

The fair value of the USPP Notes and AMTN are $260.2 million and $174.4 million, respectively as at 31 December 2023 based 
on discounted cash flows using the current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy.

Accounting policy – Borrowings

Borrowings are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. 
Under the effective interest rate method, any transaction fees, costs, discounts and premiums directly related to borrowings are 
recognised in the profit and loss over the expected life of the borrowings. Borrowings are removed from the consolidated balance sheet 
when the obligation specified in the contract is discharged, cancelled or expired. 

Borrowings with maturities greater than 12 months after reporting date are classified as non-current liabilities.

3.(b) Net finance costs

Finance income

Finance income

Interest expense 

Finance expense

Waypoint REIT

Trust Group

2023 
$ million

2022  
$ million

2023  
$ million

2022  
$ million

0.9

0.9

39.5

39.5

0.4

0.4

33.3

33.3

0.4

0.4

39.5

39.5

0.2

0.2

33.3

33.3

Designated hedge accounting relationship

Gain/(loss) on fair value movements – fair value hedges

1.0

(1.4)

1.0

(1.4)

Derivatives not designated in hedge accounting

Gain/(loss) on fair value movements

Net gain/(loss) from derivative financial instruments

Accounting policy – Finance costs

(10.3)

(9.3)

18.2

16.8

(10.3)

(9.3)

18.2

16.8

Finance costs include interest expense on debt financing arrangements, settlements (including restructure and termination costs 
unless significant in which case separate disclosure will apply) of interest rate derivative financial instruments and amortisation 
of upfront borrowing costs incurred in connection with the arrangement of borrowings available to Waypoint REIT.

55

Overview and HighlightsChair and MD/CEO ReportBusiness ReviewSustainabilityFinancial ReportInvestor InformationCorporate DirectoryWaypoint REIT Limited – Annual Report 20233. Capital management continued

3.(c) Derivative financial instruments

Waypoint REIT has the following derivative financial instruments:

Current assets

Instruments in a designated cash flow hedge

Interest rate swaps

Instruments held at fair value through profit or loss

Interest rate swaps

Current assets

Non-current assets

Instruments in a designated cash flow hedge

Interest rate swaps

Instruments held at fair value through profit or loss

Interest rate swaps

Interest rate caps

Non-current assets

Total assets

Current liabilities

Instruments held at fair value through profit or loss

Interest rate swaps

Current liabilities

Non-current liabilities

Instruments in a designated fair value hedge

Cross currency swaps

Instruments held at fair value through profit or loss

Interest rate swaps

Non-current liabilities

Total liabilities

Net total liability position

Waypoint REIT

Trust Group

31 Dec 2023  
$ million

31 Dec 2022  
$ million

31 Dec 2023  
$ million

31 Dec 2022  
$ million

–

9.1

9.1

1.2

2.8

–

4.0

13.1

0.6

0.6

30.6

0.9

31.5

32.1

19.0

1.8

1.0

2.8

1.8

16.1

3.3

21.2

24.0

–

–

33.3

–

33.3

33.3

9.3

–

9.1

9.1

1.2

2.8

–

4.0

13.1

0.6

0.6

30.6

0.9

31.5

32.1

19.0

1.8

1.0

2.8

1.8

16.1

3.3

21.2

24.0

–

–

33.3

–

33.3

33.3

9.3

Accounting policy – Derivative financial instruments

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured 
to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the 
derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. Waypoint REIT designates certain 
derivatives as either:

• hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedges);

• hedges of a particular risk associated with the cash flows of recognised assets and liabilities and highly probable forecast transactions 

(cash flow hedges).

Where applicable, Waypoint REIT documents at the inception of the hedging transaction the relationship between hedging instruments 
and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. Waypoint REIT 
also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging 
transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items.

56

NOTES TO THE FINANCIAL STATEMENTS CONTINUEDWaypoint REIT Limited – Annual Report 2023(i) Fair value hedges

Cross-currency swaps are used to hedge 100% of the currency risk on US dollar denominated debt. The portion of the cross-currency 
swap that equates to the fair value hedge having a $Nil fair value at inception is designated as a fair value hedge and hedge accounting 
is applied.

The gain or loss relating to interest payments on derivative financial instruments hedging fixed rate borrowings is recognised in 
profit or loss within finance costs. Changes in the fair value of derivative hedging instruments and the hedged fixed rate borrowings 
attributable to interest rate risk are recognised within ‘Net gains/(losses) from derivative financial instruments’. The gain or loss relating 
to the ineffective portion is also recognised in profit or loss within ‘Net gains/(losses) from derivative financial instruments’.

(ii) Cash flow hedges

Interest rate derivative financial instruments are used to partially hedge interest rate risk on floating rate debt. Hedge accounting 
applies to interest rate derivative financial instruments entered on or before 31 December 2019. 

Cross currency swaps are also used to hedge 100% of the currency risk on US dollar denominated debt. The residual portion  
of the cross-currency swap is designated as a cash flow hedge and hedge accounting is applied.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in 
other comprehensive income and accumulated in reserves in equity. The gain or loss relating to the ineffective portion is recognised 
immediately in profit or loss within other income or other expense.

Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss. The gain 
or loss relating to the effective portion of interest rate derivative financial instruments hedging variable rate borrowings is recognised 
in profit or loss within finance costs. 

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any 
cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately 
recognised in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported 
in equity is immediately reclassified to profit or loss.

The following table shows balance sheet movements during the year relative to the gain/(loss) recorded in profit and loss for both 
borrowings and derivatives:

Increase/
(decrease) 
in 
borrowings

Net drawn/
(repaid)

Gain/(loss) 
on fair value 
of debt

(Increase)/
decrease  
in 
derivatives

Cash flow 
hedge 
reserve 
impact

Gain/(loss) 
on fair 
value of 
derivatives

Net gain/
(loss) in 
profit and 
loss

Upfront  
paid

(6.0)

(6.0)

(0.5)

(0.1)

–

(6.6)

–

–

0.5

0.1

–

0.6

(6.0)

(6.0)

–

–

–

(6.0)

2.7

2.7

–

–

(12.3)

(9.6)

–

–

–

–

–

–

4.3

4.3

–

–

2.0

6.3

7.0

7.0

–

–

1.0

1.0

–

–

(10.3)

(3.3)

(10.3)

(9.3)

$ million

USD

USPP

Foreign exposure

AUD

Bank facilities

AMTN

Interest rate 
swaps

Total

(iii) Derivatives that do not qualify for hedge accounting

Hedge accounting is not adopted for certain derivative instruments. Changes in the fair value of any such derivative instrument 
are recognised immediately in profit or loss and are included in net gain/(loss) from derivative financial instruments.

Key estimate – Valuation of derivative financial instruments

Waypoint REIT’s financial instruments are over-the-counter derivatives for which there are no quoted market prices. Valuation techniques 
(including, pricing models which estimate the present value of estimated future cash flows based on observable yield curves) are used 
to determine fair values. 

Models use observable data, to the extent practicable. However, areas such as credit risk (both own and counterparty), volatilities and 
correlations require management to make estimates. Changes in assumptions about these factors could affect the reported fair value 
of financial instruments.

57

Overview and HighlightsChair and MD/CEO ReportBusiness ReviewSustainabilityFinancial ReportInvestor InformationCorporate DirectoryWaypoint REIT Limited – Annual Report 20233. Capital management continued

3.(c) Derivative financial instruments continued

(i) Interest rate derivative financial instruments

At 31 December 2023, interest rate derivatives with a notional value of $814.5 million were in place. The relevant expiry dates are 
as follows:

Less than 1 year

1 to 2 years

2 to 3 years

3 to 4 years

4 to 5 years

5 to 6 years

6 to 7 years

7 to 8 years

8 to 9 years

Waypoint REIT

Trust Group

31 Dec 2023  
$ million

31 Dec 2022  
$ million

31 Dec 2023  
$ million

31 Dec 2022  
$ million

110.0

246.5

295.0

163.0

–

–

–

–

–

295.1

–

276.5

215.0

63.0

–

–

–

–

110.0

246.5

295.0

163.0

–

–

–

–

–

295.1

–

276.5

215.0

63.0

–

–

–

–

814.5

849.6

814.5

849.6

At 31 December 2023, 93% of Waypoint REIT’s debt was hedged (through a combination of fixed rate debt and interest rate swaps). 
The weighted maturity of fixed rate debt and hedges was 2.8 years. 

(ii) Cross currency swaps

At 31 December 2023, cross currency swaps were in place to cover 100% of debt denominated in foreign currency and the weighted 
average term was 6.0 years. Refer to Note 3. (a) for further details.

3.(d) Financial risk management

(i) Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge its obligation and cause the other party to incur a 
financial loss. Waypoint REIT’s maximum credit risk exposure at balance date in relation to each class of recognised financial asset, 
other than derivative financial instruments, is the gross carrying amount of those assets as indicated in the consolidated balance sheet. 

Financial assets such as cash at bank and interest rate derivative financial instruments are held across a number of high credit quality 
financial institutions, therefore Waypoint REIT does not have a concentration of credit risk in relation to these financial assets.

Tenant concentration risk, financial standing and sector concentration risk

96.4% of Waypoint REIT’s rental income is currently received from Viva Energy. If Viva Energy’s financial standing materially deteriorates 
and impacts its ability to make rental payments, Waypoint REIT’s financial results, financial position and ability to service and/or obtain 
financing will be adversely impacted. Furthermore, a material decline in the profitability of Viva Energy’s business due to the global 
transition to a low carbon economy, the possible termination of Viva Energy’s right to use the Shell brand (current agreement expires in 
2029), risks to the successful integration of the recent acquisition of Coles Express or On The Run or other factors outside the control 
of Waypoint REIT could affect the perceived stability of the rental income of Waypoint REIT and may affect Waypoint REIT’s security 
price and/or ability to obtain financing on acceptable terms. A material decline in the profitability of Viva Energy’s business could also lead 
to reduced capacity or ability for Viva Energy to pay market rents when renewal options are exercised, which could result in lower rental 
receipts and/or a decline in the values of Waypoint REIT’s investment properties if Waypoint REIT is unable to lease the property to an 
alternate tenant. 

Collection risk 

Waypoint REIT performs financial due diligence on potential new tenants and holds collateral in the form of security deposits or bank 
guarantees where appropriate. Rent is due in advance on the first day of each billing period (typically monthly), with arrears monitored 
and arrears notices issued on a regular basis (where required). Waypoint REIT applies the AASB 9 simplified approach to measuring 
expected credit losses, which uses a lifetime expected loss allowance for all trade and other financial assets. The loss allowances 
for trade and other financial assets are based on assumptions about risk of default and expected loss rates. Waypoint REIT uses 
judgement in making these assumptions, based on Waypoint REIT’s past history and existing market conditions as well as forward-
looking estimates at the end of each reporting period.

58

NOTES TO THE FINANCIAL STATEMENTS CONTINUEDWaypoint REIT Limited – Annual Report 2023The table below shows the ageing analysis of rent receivables of Waypoint REIT.

31 December 2023

Rent receivables

Expected credit loss provision

31 December 2022

Rent receivables

Expected credit loss provision

Accounting policy – Rent receivables

Less than 
31 days  
$ million

31 to 60 days  
$ million

61 to 90 days  
$ million

More than 
90 days  
$ million

Total  
$ million

0.1

–

0.1

–

–

–

–

–

–

–

–

–

0.1

–

–

–

0.2

–

0.1

–

Other current assets include rent receivables, which are recognised initially at fair value and subsequently measured at amortised 
cost, less provision for expected credit losses. They are generally due for settlement within 30 days and are therefore all classified as 
current. Waypoint REIT applies the AASB 9 simplified approach to measuring expected credit losses, which involves a lifetime expected 
loss allowance for all rent receivables and other financial assets. 

To measure the expected credit losses, rent receivables are grouped based on shared credit risk characteristics, the days past due 
and the expected loss rates based on historical credit losses experienced. The historical loss rates are adjusted to reflect current 
and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the rent receivables. 

Rent receivables are written off where there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation 
of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with Waypoint REIT and a failure to make 
contractual payments for a period of greater than 365 days past due. Impairment losses on rent receivables are recorded within 
management and administration expenses within distributable earnings. Subsequent recoveries of amounts previously written 
off are credited against the same line item.

(ii) Liquidity risk

Liquidity risk is the risk that Waypoint REIT may not be able to generate sufficient cash resources to settle its obligations in full as they 
fall due or can only do so on terms that are materially disadvantageous. Waypoint REIT monitors its exposure to liquidity risk by setting 
budgets and projecting cash flows to help ensure there is sufficient cash on hand as required or debt facility funding is available to 
meet financial liabilities as they fall due. 

Debt agreement and refinancing risk 

Waypoint REIT has outstanding debt facilities. General economic and business conditions, changes to Waypoint REIT’s credit rating as 
well as sector-specific environmental, sustainability and governance considerations could impact Waypoint REIT’s ability to refinance 
its debt facilities when required or may result in Waypoint REIT being subject to increased interest rate margins and covenants restricting 
its ability to engage in certain types of activities or to pay distributions to securityholders. Debt may not be able to be renewed or 
obtained at all.

If debt facilities are not available or are not available in adequate volume, Waypoint REIT may need to sell assets or raise equity to 
repay debt. There is no guarantee that there will be willing purchasers for Waypoint REIT’s assets or that purchasers will pay prices 
at or greater than the book value of these investment properties. There is also no guarantee that Waypoint REIT will be able to raise 
equity. To help mitigate this risk, debt maturities are staggered, debt is held across a diverse set of sources, lenders and geographies, 
and debt is typically refinanced at least 12 months in advance of maturity.

If a third-party entity gains control of Waypoint REIT, this would constitute a review event under certain of Waypoint REIT’s debt facility 
agreements, and (subject to specified negotiation and notification periods) a repayment of some or all of Waypoint REIT’s debt facilities 
may be required. 

The Directors regularly monitor the debt facility covenants to ensure compliance and consider the refinancing options and timing 
available to Waypoint REIT.

59

Overview and HighlightsChair and MD/CEO ReportBusiness ReviewSustainabilityFinancial ReportInvestor InformationCorporate DirectoryWaypoint REIT Limited – Annual Report 20233. Capital management continued

3.(d) Financial risk management continued

(ii) Liquidity risk continued

Cash flow and fair value interest rate risk 

Waypoint REIT’s cash and cash equivalents, floating rate borrowings and derivative financial instruments expose it to a risk of change 
in future cash flows or the fair value of derivative financial instruments due to changes in interest rates. Waypoint REIT uses interest 
rate derivative financial instruments to partially hedge its economic exposure to changes in interest rates on variable rate borrowings. 
By hedging against changes in interest rates, Waypoint REIT has reduced exposure to changes in interest rates on its outward cash 
flows so long as the counterparties to those interest rate derivative financial instruments meet their obligations to Waypoint REIT. 

The table below analyses Waypoint REIT’s financial liabilities into relevant maturity groupings based on the remaining period as at the 
reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows and 
for borrowings the values include future interest payments. Waypoint REIT has no debt facilities due to expire in the next 12 months. 

Less than 
12 months  
$ million

Between 
1 and 2 years  
$ million

Over 2 years  
$ million

Total 
contractual 
cash flows  
$ million

Carrying 
amount 
liabilities  
$ million

3.7

4.4

0.6

27.5

39.0

11.1

86.3

–

–

0.6

–

331.9

10.9

343.4

–

–

0.8

–

667.6

45.8

714.2

3.7

4.4

2.0

27.5

1,038.5

67.8

1,143.9

3.7

4.4

1.9

27.5

896.4

32.1

966.0

Less than 
12 months  
$ million

Between 
1 and 2 years  
$ million

Over 2 years  
$ million

Total 
contractual 
cash flows  
$ million

Carrying 
amount 
liabilities  
$ million

3.7

6.2

1.7

27.1

31.5

7.8

78.0

–

–

0.1

–

31.5

7.8

39.4

–

–

0.3

–

993.6

40.5

1,034.4

3.7

6.2

2.1

27.1

1,056.6

56.1

1,151.8

3.7

6.2

2.1

27.1

889.8

33.3

962.2

Waypoint REIT

31 December 2023

Trade and other payables

Interest payable

Provisions and other liabilities

Distribution payable

Borrowings

Derivative financial liabilities

Contractual cash flows 

31 December 2022

Trade and other payables

Interest payable

Provisions and other liabilities

Distribution payable

Borrowings

Derivative financial liabilities

Contractual cash flows 

60

NOTES TO THE FINANCIAL STATEMENTS CONTINUEDWaypoint REIT Limited – Annual Report 2023Trust Group

31 December 2023

Trade and other payables

Interest payable

Distribution payable

Borrowings

Derivative financial liabilities

Contractual cash flows

31 December 2022

Trade and other payables

Interest payable

Distribution payable

Borrowings

Derivative financial liabilities

Contractual cash flows 

(iii) Capital risk management

Less than 
12 months  
$ million

Between 
1 and 2 years  
$ million

Over 2 years  
$ million

Total 
contractual 
cash flows  
$ million

Carrying 
amount 
liabilities  
$ million

5.0

4.4

27.5

39.0

11.1

87.0

–

–

–

331.9

10.9

342.8

–

–

–

667.6

45.8

713.4

5.0

4.4

27.5

1,038.5

67.8

1,143.2

5.0

4.4

27.5

896.4

32.1

965.4

Less than 
12 months  
$ million

Between 
1 and 2 years  
$ million

Over 2 years  
$ million

Total 
contractual 
cash flows  
$ million

Carrying 
amount 
liabilities  
$ million

5.7

6.2

27.1

31.5

7.8

78.3

–

–

–

31.5

7.8

39.3

–

–

–

993.6

40.5

1,034.1

5.7

6.2

27.1

1,056.6

56.1

1,151.7

5.7

6.2

27.1

889.8

33.3

962.1

Waypoint REIT aims to invest to meet Waypoint REIT’s investment objectives while maintaining sufficient liquidity to meet its 
commitments. Waypoint REIT regularly reviews performance, including asset allocation strategies, investment and operational 
management strategies, investment opportunities and risk management.

In order to maintain an appropriate capital structure, Waypoint REIT may adjust the amount of distributions paid to securityholders, 
return capital to securityholders, issue new securities, sell or buy assets or reduce or raise debt.

Waypoint REIT monitors capital through the analysis of a number of financial ratios, including the Debt Covenant Gearing ratio.

Total liabilities (excluding derivative financial liabilities)

Total assets (excluding derivative financial assets) 

Debt Covenant Gearing ratio

31 Dec 2023  
$ million

31 Dec 2022  
$ million

963.8

2,784.8

34.6%

963.0

2,964.1

32.5%

61

Overview and HighlightsChair and MD/CEO ReportBusiness ReviewSustainabilityFinancial ReportInvestor InformationCorporate DirectoryWaypoint REIT Limited – Annual Report 20233. Capital management continued

3.(d) Financial risk management continued

(iv) Market risk

Interest rate risk

Waypoint REIT’s cash and cash equivalents, floating rate borrowings and derivative financial instruments expose it to a risk of change 
in fair value of derivative financial instruments or future cash flows due to changes in interest rates. Waypoint REIT uses interest rate 
derivative financial instruments to partially hedge its exposure to changes in interest rates on variable rate borrowings. By hedging 
against changes in interest rates, Waypoint REIT has reduced exposure to changes in interest rates on its outward cash flows so long 
as the counterparties to those interest rate derivative financial instruments meet their obligations to Waypoint REIT. 

Waypoint REIT’s exposure to interest rate risk at reporting date, including its sensitivity to changes in market interest rates that were 
reasonably possible, is as follows:

Financial assets

Cash and cash equivalents

Derivative financial instruments (notional principal amount)

– Interest rate derivative financial instruments

Financial liabilities

Interest-bearing liabilities – floating rate interest

Derivative financial instruments (notional principal amount)

– Interest rate derivative financial instruments

– Cross-currency swaps

Net exposure

Sensitivity of Distributable Earnings to movements in market interest rates:

Increased by 25 basis points

Decreased by 25 basis points 

31 Dec 2023  
$ million

31 Dec 2022  
$ million

13.3

14.0

604.5

674.6

(479.0)

(478.5)

60.0

(248.6)

(49.8)

–

(248.6)

(38.5)

2023  
$ million

2022  
$ million

(0.1)

0.1

(0.1)

0.1

The interest rate range for sensitivity purposes has been determined using the assumption that interest rates changed by +/- 25 basis 
points from balance date rates with all other variables held constant. In determining the impact on Distributable Earnings arising from 
interest rate risk, Waypoint REIT has considered historic and expected future interest rate movements in order to determine a reasonably 
possible shift in assumptions.

Foreign exchange rate risk

A portion of Waypoint REIT’s debt is denominated in US dollars and as a result, Waypoint REIT is exposed to a risk of change in fair value 
or future cash flows due to changes in foreign exchange rates. Waypoint REIT economically hedges 100% of its exposure to changes in 
foreign exchange rates by using cross currency derivative financial instruments. By hedging against changes in foreign exchange rates, 
Waypoint REIT eliminates its exposure to changes in foreign exchange rates on its outward cash flows so long as the counterparties 
to those cross currency derivative financial instruments meet their obligations to Waypoint REIT. 

62

NOTES TO THE FINANCIAL STATEMENTS CONTINUEDWaypoint REIT Limited – Annual Report 2023(v) Other material business risks

Waypoint REIT’s operations are also subject to the following other material business risks.

Investment property value 

The value of Waypoint REIT’s portfolio of investment properties may be adversely affected by a number of factors, including factors 
outside the control of Waypoint REIT, including the supply of, and demand for, fuel and convenience retail properties, general property 
market conditions, climate risks, the remaining lease term of individual properties, the availability and cost of credit including sector-
specific environmental, sustainability and governance considerations, the ability to attract and implement economically viable rental 
arrangements, Viva Energy’s financial condition deteriorating, occupiers not extending the term of leases, and general economic 
factors such as the level of inflation and interest rates, which may adversely impact capitalisation rates.

A key long-term consideration in the valuation of fuel and convenience properties is an increasing uptake of vehicles fuelled by 
alternative energy sources due to factors including changes in consumer behaviour, pro-emission reduction policies, reduced supply 
and/or higher pricing of fossil fuels.

As changes in valuations are recorded on the statutory statements of comprehensive income, any decreases in value will have a 
negative impact on the statutory statements of comprehensive income and balance sheets (including the net tangible assets per 
security) and in turn the market price of Waypoint REIT’s securities may fall. Waypoint REIT’s financing facilities also contain gearing 
covenants, and the headroom to these gearing covenants is affected by changes in the valuation of the portfolio. 

The property portfolio is geographically diversified to mitigate the risk of localised valuation impacts and the majority of assets 
are located in metropolitan areas which typically have higher underlying land values and alternative use potential. Active portfolio 
management, including the disposal of assets with heightened vacancy or negative rental reversion risk, and Waypoint REIT’s long-term 
diversification strategy, also, in part, can mitigate this risk.

Re-leasing and vacancy risk

Waypoint REIT’s property portfolio is 99.9% occupied with a weighted average lease expiry of 8.1 years. Only eight leases (representing 
0.8% of income) expire before the end of 2025. The majority of the portfolio (355 of 419 contracted leases) is subject to multiple 10-year 
options in favour of the tenant, with the rent from commencement of each option period to either be agreed between the parties or set 
by independent market rent determination. However, there is a risk that tenants may not exercise their option, or that the commencing 
rent will be lower than passing rent and/or market rent (if agreed between the parties). 

Environmental and climate change risk

Waypoint REIT depends on its tenants to perform their obligations under various environmental arrangements in relation to properties 
they lease. Waypoint REIT has an indemnity from Viva Energy in respect of certain liability for historical environmental contamination 
across 355 assets acquired at the time of Waypoint REIT’s initial public offering. Waypoint REIT also carries out environmental due 
diligence in relation to potential property acquisitions. If any property in the portfolio is contaminated by a fuel tenant or its invitee 
during the term of the lease, the tenant under that lease must remediate it, at their cost to a standard consistent with operating the 
site as a fuel and convenience property or similar commercial use. If the tenants were to fail to meet their obligations under these 
arrangements (including due to their insolvency), Waypoint REIT may incur significant costs to rectify contamination on its properties 
and also on other properties which may be consequently impacted.

Waypoint REIT is subject to a range of regulatory regimes (including environmental regulations) that cover the specific assets of 
Waypoint REIT and how they are operated. These regulatory regimes are subject to ongoing review and change that may increase 
the cost of compliance, reporting and maintenance of Waypoint REIT’s assets. There remains a risk that Waypoint REIT, as owner 
of the properties in the portfolio, may face liability for breach by others of environmental laws and regulations. 

Changes to existing regulatory regimes or the introduction of new regulatory regimes (including environmental or climate change 
related regulation) may also increase the cost of compliance, reporting and maintenance of Waypoint REIT’s assets.

Extreme weather and other climate change-related events have the potential to damage Waypoint REIT’s assets and disrupt the tenants’ 
operations. Although 377 of Waypoint REIT’s 402 properties (89.6% of the portfolio by value) are subject to triple-net leases where the 
tenant is responsible for maintenance and insurance costs, such events may result in higher maintenance and insurance costs for 
Waypoint REIT’s assets that are not subject to triple-net leases. Such events may also affect the ability to re-lease Waypoint REIT’s 
investment properties in the future and the rent levels for which they can be leased, thereby affecting future investment property valuations 
and rental cash flows. Insurance premiums and/or deductibles may change, or insurance may not be able to be obtained at all. 

The precise nature of these risks is uncertain as it depends on complex factors such as policy and regulatory change, technology 
development, market forces, and the links between these factors and climatic conditions. The impacts of physical and transition  
risks on the valuation of Waypoint REIT’s property portfolio are further considered under Investment property valuation risk above. 

63

Overview and HighlightsChair and MD/CEO ReportBusiness ReviewSustainabilityFinancial ReportInvestor InformationCorporate DirectoryWaypoint REIT Limited – Annual Report 20233. Capital management continued

3.(d) Financial risk management continued

(v) Other material business risks continued

AFSL compliance risk 

VER Limited, a subsidiary of Waypoint REIT Limited, holds an Australian Financial Services Licence (AFSL) and acts as the responsible 
entity for Waypoint REIT Trust. The AFSL requires, among other matters, minimum levels of net tangible assets, liquid assets, 
cash reserves and liquidity, which may restrict Waypoint REIT in paying distributions that would breach these requirements.

The Directors review and monitor VER Limited’s balance sheet quarterly and the adequacy and ongoing training of responsible managers 
annually to ensure compliance with its AFSL requirements.

Personnel risk

Loss of key personnel could potentially have an adverse impact on the management and the financial performance of Waypoint REIT 
and in turn may affect the returns to securityholders. To mitigate this risk, processes and procedures are standardised and automated 
to the extent practicable, remuneration structures include components payable on a deferred basis, and employees are subject to 
market-standard notice periods to ensure that Waypoint REIT has sufficient time in which to identify and hire replacement employees.

Cyber security risk 

Cyber-attacks are becoming increasingly sophisticated and a material data breach, ransom attack or data loss could have an adverse 
financial or reputational impact. To help mitigate this risk, Waypoint REIT uses the services of third-party technology experts, provides 
regular staff training and performs pre-implementation and annual reviews over key Software as a Service providers.

(vi) Classification and valuation of financial assets and financial liabilities

AASB 13 Fair Value Measurement requires disclosure of fair value measurements by level of fair value hierarchy. The fair value hierarchy 
has the following levels:

• quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);

• inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) 

or indirectly (that is, derived from prices) (level 2); and

• inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs)(level 3).

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis 
of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is 
assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant 
adjustment based on unobservable inputs, that measurement is a level 3 measurement. Assessing the significance of a particular input 
to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined 
using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as 
little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument 
is included in level 2.

If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

All derivative financial assets and liabilities were classified as level 2 instruments as at 31 December 2023. The fair value of derivative 
financial assets and liabilities were calculated as the present value of the estimated future cash flows based on observable yield 
curves, taking into account any material credit risk.

Waypoint REIT’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period. 
There were no transfers between levels during the period.

64

NOTES TO THE FINANCIAL STATEMENTS CONTINUEDWaypoint REIT Limited – Annual Report 202331 December 2023 

Investment properties

Derivatives

Total

31 December 2022 

Investment properties

Derivatives

Total

Level 1  
$ million

Level 2  
$ million

–

–

–

–

(19.0)

(19.0)

Level 1  
$ million

Level 2  
$ million

–

–

–

–

(9.3)

(9.3)

Level 3  
$ million

2,769.3

–

2,769.3

Level 3  
$ million

2,947.6

–

Total  
$ million

2,769.3

(19.0)

2,750.3

Total  
$ million

2,947.6

(9.3)

2,947.6

2,938.3

Waypoint REIT did not measure any financial assets or financial liabilities at fair value on a non-recurring basis as at 31 December 2023.

3.(e) Contributed equity

Opening balance at 1 January 2022

On-market buy-back (including transaction costs)1

On-market buy-back (including transaction costs)2

Closing balance at 31 December 2022

Opening balance at 1 January 2023

Closing balance at 31 December 2023

Waypoint REIT

Trust Group

Number of 
securities  
‘000

721,650

(9,833)

(40,000)

671,817

671,817

671,817

Number of 
units  
‘000

721,650

(9,833)

(40,000)

 $ million

1,461.1

(27.1)

(102.4)

$ million

1,453.5

(26.8)

(102.2)

1,331.6

671,817

1,324.5

1,331.6

1,331.6

671,817

671,817

1,324.5

1,324.5

1.  On-market buy-back established on 16 November 2021 with securities bought back and cancelled between 1 February and 7 March 2022.

2.  On-market buy-back established on 29 August 2022 with securities bought back and cancelled between 12 September and 21 November 2022.

3.(f) Treasury securities

Waypoint REIT and Trust Group

Opening balance 

Securities acquired

Securities transferred to employees on vesting 

Closing balance

2023  
Number of 
securities

2022  
Number of 
securities

175,241

123,076

(85,345)

212,972

–

175,979

(738)

175,241

2023  
$ million

2022  
$ million

0.4

0.3

(0.2)

0.5

–

0.4

–

0.4

Waypoint REIT established an Equity Incentive Plan in 2021 under which participating employees are eligible to receive Waypoint REIT 
stapled securities on a deferred settlement basis under the short-term incentive (STI) and general employee offer plans and performance 
rights under the long-term incentive (LTI) plan. 

Waypoint REIT has formed a trust, Waypoint REIT Equity Incentive Plan Trust, to administer the Equity Incentive Plan. This trust is 
consolidated for reporting purposes as the trust is controlled by Waypoint REIT. Stapled securities held by the trust are disclosed 
as Treasury Securities, and the acquisition value is deducted from equity (allocated between the Company and the Trust Group based 
on their relative Net Assets).

During the year, 123,076 stapled securities were purchased on market by the Waypoint REIT Equity Incentive Plan Trust at an average 
price of $2.60 per security to satisfy obligations under the STI and general employee offer plans. 

65

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3.(g) Non-controlling interests

The financial statements reflect the consolidation of Waypoint REIT. For financial reporting purposes, one entity in the stapled 
group must be identified as the acquirer or parent entity of the others. The Company has been identified as the acquirer of the Trust, 
resulting in the Trust being disclosed as non-controlling interests.

Opening balance 

Profit/(loss) for the year 

Effective portion of changes in fair value of cash flow hedges

On-market buy-back (including transaction costs)

Acquisition of treasury securities

Distributions paid or provided for 

Closing balance 

3.(h) Reserves

Waypoint REIT’s reserves movements were:

Hedge reserve

Opening hedge reserve 

Net change in fair value of cash flow hedges

Reclassified to profit and loss

Closing hedge reserve

Share-based payments reserve

Opening share-based payments reserve 

Share-based payment expenses*

Closing share-based payments reserve

Total closing reserves

*  Refer to Note 3. (i)(i) below for unrounded figures.

2023  
$ million

2,019.9

(79.6)

(6.2)

–

(0.3)

(110.7)

1,823.1

2022  
$ million

2,120.7

133.0

11.7

(129.0)

(0.4)

(116.1)

2,019.9

Waypoint REIT

Trust Group

2023  
$ million

2022  
$ million

2023  
$ million

2022  
$ million

6.0

(6.6)

0.4

(0.2)

0.6

0.5

1.1

0.9

(5.7)

11.3

0.4

6.0

–

0.6

0.6

6.6

6.0

(6.6)

0.4

(0.2)

–

–

–

(0.2)

(5.7)

11.3

0.4

6.0

–

–

–

6.0

66

NOTES TO THE FINANCIAL STATEMENTS CONTINUEDWaypoint REIT Limited – Annual Report 20233.(i) Security-based benefits expense

Waypoint REIT established an Equity Incentive Plan in 2021 under which participating employees are eligible to receive Waypoint REIT 
stapled securities on a deferred settlement basis under the short-term incentive (STI) and general employee offer plans and performance 
rights under the long-term incentive (LTI) plan. 

(i) Share-based payment expense

Share-based payment expenses recognised during the year as part of management and administration expenses were as follows:

Deferred stapled securities1

General employee offer2

Performance rights 

Total

Waypoint REIT

Trust Group

31 Dec 2023  
$

31 Dec 2022  
$

31 Dec 2023  
$

31 Dec 2022  
$

388,721

7,354

159,353

555,428

273,948

388,721

8,016

40,976

322,940

7,354

159,353

555,428

273,948

8,016

40,976

322,940

1.  Granted under Waypoint REIT’s short-term incentive scheme, subject to ongoing service conditions.

2.  Cost of stapled securities bought on-market. 

(ii) Deferred stapled securities – reconciliation 

Reconciliation of the number of deferred stapled securities outstanding during the year is as follows:

Waypoint REIT and Trust Group

Deferred stapled securities

Opening balance

Granted during the year

Transferred to employees on vesting

Forfeited and lapsed during the year

Closing balance

(iii) General employee offer securities – reconciliation 

Reconciliation of the number of general employee offer securities outstanding during the year is as follows:

Waypoint REIT and Trust Group

General employee offer securities

Opening balance

Granted during the year

Transferred to employees on vesting

Forfeited and lapsed during the year

Closing balance

2023  
Number

2022  
Number

136,108

156,568

(85,345)

–

207,331

–

173,027

–

(36,919)

136,108

2023  
Number

2022  
Number

3,794

2,688

–

–

6,482

1,975

2,952

(1,133)

–

3,794

67

Overview and HighlightsChair and MD/CEO ReportBusiness ReviewSustainabilityFinancial ReportInvestor InformationCorporate DirectoryWaypoint REIT Limited – Annual Report 20233. Capital management continued

3.(i) Security-based benefits expense continued

(iv) Performance rights – reconciliation 

Reconciliation of the number of performance rights outstanding during the year is as follows:

Waypoint REIT and Trust Group

Performance rights

Opening balance

Granted during the year

Forfeited and lapsed during the year

Closing balance

2023  
Number

2022  
Number

401,583

455,162

–

856,745

155,916

287,806

(42,139)

401,583

The weighted average remaining contractual life of performance rights outstanding as at 31 December 2023 is 1.6 years.

(v) Performance rights – valuation inputs

The Monte Carlo method is utilised for valuation and accounting purposes. The model inputs to assess the fair value of the 
performance rights granted during 2023 are as follows:

Grant date1

Stapled security price at grant date

Fair value of right

Expected volatility2

Dividend yield

Risk-free interest rate

18 May 2023

$2.64

$1.65

20%

6.3%

3.23%

1.  The grant date is determined in accordance with AASB 2 Share-based Payment. Performance rights have a nil exercise price, vest on or around 

1 March 2026 if vesting conditions are met or otherwise expire on this date and are subject to DEPS and TSR conditions over a three-year performance 
period commencing on 1 January 2023. 

2.  Expected volatility takes into account historical market price volatility.

Accounting policy – Share-based compensation expense

Deferred securities (STI plan)

Eligible employees receive a portion of their STI in deferred securities which are subject to ongoing service conditions between one 
and two years. The expense is recognised over the vesting period, commencing on the first day of the service period and ending 
on or around 1 March in the year following the end of the service period.

Deferred securities (general employee offer) 

Eligible employees receive up to $1,000 in stapled securities which vest immediately on issue but are subject to a trade-lock until the 
earlier of the completion of three years’ service or termination. The expense is recognised in the period securities are acquired on market.

Performance rights (LTI plan)

For market-based performance rights, the fair value at grant date is independently valued using a Monte Carlo simulation pricing 
model that takes into account the exercise price, the term of the rights, impact of dilution, stapled security price at grant date, expected 
price volatility of the underlying stapled security, expected dividend yield and the risk-free interest rate for the term of the rights and 
market vesting conditions, but excludes the impact of any non-market vesting conditions (i.e. Distributable Earnings growth targets). 
Non-market vesting conditions are included in assumptions about the number of rights that are expected to vest. For non-market based 
performance rights, the fair value at grant date is independently valued using the binominal tree methodology. At each reporting date, 
Waypoint REIT revises its estimate of the number of rights that are expected to vest. The expense is recognised over the vesting period 
commencing on the first day of the service period and ending on or around 1 March in the year following the end of the service period, 
with the annual expense recognised taking into account the most recent estimate. Upon the vesting of stapled securities, the balance 
of the stapled security-based benefits reserve relating to those stapled securities is transferred to contributed equity, net of any directly 
attributable transaction costs.

68

NOTES TO THE FINANCIAL STATEMENTS CONTINUEDWaypoint REIT Limited – Annual Report 20234. Additional information

4.(a) Related party information

(i) Parent entity

The Company has been assessed as the parent entity of Waypoint REIT; the securityholders’ interests in the Trust are included in equity 
as non-controlling interests relating to the stapled entity.

(ii) Subsidiaries

Interests in subsidiaries are set out in Note 4.(c).

(iii) Key Management Personnel compensation

Below are the aggregate amounts paid or payable to Key Management Personnel (including Non-Executive Directors): 

Short-term benefits

Post-retirement benefits

Other long-term benefits

Share-based payments

Waypoint REIT

Trust Group

2023  
$

2022  
$

2023  
$

2022  
$

2,206,498

2,214,919

2,206,498

2,214,919

143,594

29,665

452,065

167,991

(509)

264,540

143,594

29,665

452,065

167,991

(509)

264,540

2,831,822

2,646,941

2,831,822

2,646,941

There were no loans made, guaranteed or secured, directly or indirectly, by Waypoint REIT to KMP or their related parties during the year. 
There were no other transactions between Waypoint REIT and any KMP or their related parties during the year.

(iv) Transactions with related parties

Management services are provided to VER Limited by Waypoint Operations Pty Limited, a subsidiary of Waypoint REIT Limited, 
on a cost recovery basis in accordance with a management agreement dated 30 September 2020. Responsible entity fees are charged 
in accordance with VER Limited’s Constitution.

The following transactions occurred with related parties:

Payment of Responsible Entity fees and costs reimbursement 
to VER Limited

Reimbursement of costs to Waypoint REIT Limited

Reimbursement of costs to Waypoint Operations Pty Limited

Disposal management fee paid to Waypoint REIT Limited

Waypoint REIT

Trust Group

2023  
$’000

2022  
$’000

2023  
$’000

2022  
$’000

–

–

–

–

–

–

–

–

310

4,452

3,483

–

304

4,152

4,395

759

Waypoint REIT

Trust Group

31 Dec 2023

31 Dec 2022

31 Dec 2023

31 Dec 2022

Amounts receivable:

Receivable from Waypoint REIT Limited

Receivable from VER Custodian Pty Limited

Amounts payable:

Payable to Waypoint Operations Pty Limited

Payable to VER Limited

–

–

–

–

–

–

–

–

3,301

165

1,074

35

4,813

1,040

1,580

114

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4.(b) Parent entity financial information

The individual financial statements for the parent entity of the Waypoint REIT, Waypoint REIT Limited, and the parent entity of the Trust 
Group, Waypoint REIT Trust, are below:

Balance sheet

Current assets

Non-current assets

Total assets

Current liabilities

Total liabilities

Shareholders’ equity

Contributed equity

Retained profits/(Accumulated losses)

Total equity

Profit/(loss) for the year after tax

Total comprehensive income/(loss) for the year

Waypoint REIT Ltd

Waypoint REIT Trust

2023  
$ million

2022  
$ million

2023  
$ million

2022  
$ million

2.7

11.1

13.8

5.4

5.4

7.6

0.8

8.4

(0.1)

(0.1)

3.4

11.1

14.5

6.5

6.5

7.1

0.9

8.0

0.6

0.6

776.4

1,650.2

2,426.6

833.1

833.1

1,330.5

263.0

1,593.5

110.7

110.7

531.6

1,650.2

2,181.8

729.3

729.3

1,324.0

128.5

1,452.5

120.5

120.5

The parent entity did not have any guarantees, contingent liabilities or commitments as at 31 December 2023 or 31 December 2022.

4.(c) Investments in subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following material subsidiaries of the Company 
and the Trust:

Name

Controlled by the Company

VER Limited 

VER Custodian Pty Limited

Waypoint Operations Pty Limited

Waypoint REIT Equity Incentive Plan Trust

Controlled by the Trust

VER Trust 

VER Finco Pty Limited

Date of establishment

16 December 2015

27 May 2016

5 May 2020

1 March 2022

10 July 2016

10 June 2016

All companies and trusts are incorporated or established in Australia. 

2023  
%

2022  
%

100

100

100

100

100

100

100

100

100

100

100

100

70

NOTES TO THE FINANCIAL STATEMENTS CONTINUEDWaypoint REIT Limited – Annual Report 20234.(d) Remuneration of auditors

During the period the following fees were paid or payable for services provided by the auditor of the parent entity and its related practices. 

Auditors of Waypoint REIT – PricewaterhouseCoopers Australia and related network firms

Audit and review of financial statements

Group

Trust

Total audit and review of financial reports

Other statutory assurance services

Other assurance services

Total audit and assurance services

Other services

Tax compliance services

Tax advisory services

Regulatory administration services

Total other non-audit services

Total remuneration of auditors

4.(e) Subsequent events

2023  
$

2022  
$

205,301

16,137

221,438

20,866

45,325

158,655

18,187

176,842

20,975

32,350

287,629

230,167

136,360

–

1,797

138,157

425,785

86,460

1,000

14,929

102,389

332,556

On 16 January 2024, a $100.0 million bilateral bank debt facility, which was due to expire in May 2025, was extended to January 2029.

No matter or circumstance has arisen since 31 December 2023 that has significantly affected, or may significantly affect:

• the operations of Waypoint REIT in future financial years; 

• the results of those operations in future financial years; or

• the state of affairs of Waypoint REIT in future financial years.

4.(f) Summary of significant accounting policies

Significant accounting policies adopted in the preparation of these consolidated financial statements to the extent they have not 
already been disclosed in the other notes are listed below. These policies have been consistently applied to all the years presented, 
unless otherwise stated. 

(i) Basis of preparation

These general-purpose financial statements have been prepared in accordance with the requirements of the Corporations Act 2001, 
Australian Accounting Standards (AASB) and interpretations issued by the Australian Accounting Standards Board and International 
Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. Waypoint REIT and Waypoint REIT 
Trust Group are for-profit entities for the purpose of preparing the financial statements.

The financial report has been prepared on an accruals and historical cost basis except for investment properties, derivative financial 
instruments and share-based payments which are measured at fair value. Cost is based on the fair value of consideration given  
in exchange for assets. 

The consolidated financial statements are prepared and presented in Australian dollars (the presentation currency).

Unless otherwise stated, the accounting policies adopted in the preparation of the financial report are consistent with those 
of the previous financial year. 

(ii) Rounding of amounts

Waypoint REIT is an entity of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the ‘rounding off’ of amounts 
in the financial report. Amounts in the financial report have been rounded to the nearest hundred thousand dollars in accordance 
with that instrument, unless otherwise indicated.

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4.(f) Summary of significant accounting policies continued

(iii) Comparative information 

Where necessary, comparative information has been adjusted to conform to changes in presentation in the current period. 

(iv) Net current asset deficiency position

At 31 December 2023, Waypoint REIT had a net current asset deficiency of $16.4 million and the Trust Group had a net current asset 
deficiency of $26.0 million. Waypoint REIT uses cash at bank to pay for distributions and expenses (including property purchases), 
drawing down on revolving debt facilities when required. Revolving debt facilities are then repaid when there is excess cash available. 
Waypoint REIT has $121.0 million of unused debt facilities at 31 December 2023, which can be drawn upon to fund Waypoint REIT’s 
cash flow requirements provided that Waypoint REIT meets its debt covenants and further borrowing will not cause Gearing to exceed 45%.

After taking into account all available information, the Directors have concluded that there are reasonable grounds to believe:

• Waypoint REIT and the Trust Group will be able to pay their debts as and when they fall due; and

• the basis of preparation of the financial report on a going concern basis is appropriate.

(v) Principles of consolidation

Stapled entities

Waypoint REIT is a stapled group consisting of the Company and the Trust and their wholly owned entities. The Trust indirectly 
owns the investment property portfolio through its 100% ownership of the trusts, which own the investment properties and receive 
rent under operating leases. The Company directly owns all of the shares in the Responsible Entity. Each stapled security consists 
of one share in the Company and one unit in the Trust. The shares and the units were stapled at allotment in accordance with the 
constitutions of the Company and the Trust and the Stapling Deed and trade together on the ASX. The securities in Waypoint REIT 
cannot be traded separately and can only be traded as a stapled security. 

As permitted by Class Order 13/1050, issued by ASIC, this financial report is a combined financial report that presents the financial 
statements and accompanying notes of both Waypoint REIT and the Trust Group as at and for the year ended 31 December 2023.

AASB 3 Business Combinations requires one of the stapled entities in a stapling structure to be identified as the parent entity for the 
purpose of preparing consolidated financial reports. In accordance with this requirement, the Company has been identified as the parent 
entity in relation to the stapling with the Trust under Waypoint REIT. 

The consolidated financial statements of Waypoint REIT incorporate the assets and liabilities of the entities controlled by the Company 
during the period, including those deemed to be controlled by the Trust, by identifying it as the parent of the Waypoint REIT, and 
the results of those controlled entities for the period then ended. The effect of all transactions between entities in Waypoint REIT is 
eliminated in full.

Non-controlling interests in the results and equity are shown separately in the Consolidated Statements of Comprehensive Income, 
Consolidated Balance Sheets and Consolidated Statements of Changes in Equity respectively. Non-controlling interests are those 
interests in the Trust which are not held directly or indirectly by the Company.

Subsidiaries

Subsidiaries are all entities (including trusts) over which Waypoint REIT has control. Waypoint REIT controls an entity when Waypoint 
REIT is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns 
through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred 
to Waypoint REIT. They are deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by Waypoint REIT.

Inter-entity transactions, balances and unrealised gains on transactions between Waypoint REIT entities are eliminated. Unrealised losses are 
also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries 
have been changed where necessary to ensure consistency with the policies adopted by Waypoint REIT.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the Consolidated Statements of Comprehensive 
Income, Consolidated Balance Sheets and Consolidated Statement of Changes in Equity respectively.

(vi) Presentation of members’ interests in the Trust 

As the Company has been assessed as the parent entity of Waypoint REIT, the securityholders’ interests in the Trust are included in 
equity as non-controlling interests relating to the stapled entity. Securityholders’ interests in the Trust are not presented as attributable 
to owners of the parent, reflecting the fact that they are not owned by the Company, but by the securityholders of the stapled group.

72

NOTES TO THE FINANCIAL STATEMENTS CONTINUEDWaypoint REIT Limited – Annual Report 2023(vii) Revenue

Interest income is recognised as it accrues using the effective interest rate method. Interest income is included in finance income 
in the consolidated statement of profit or loss. 

All income is stated net of goods and services tax.

(viii) Employee benefits

Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits and annual leave that are expected to be settled wholly within 
12 months after the end of the period in which the employees render the related service, are recognised in respect of employees’ 
service up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. 
The liabilities are presented as current employee benefit obligations in the balance sheet.

Other long-term employee benefit obligations

The liabilities for long service leave that are not expected to be settled wholly within 12 months after the end of the period in which 
the employees render the related service are recognised as the expected future payments to be made in respect of services provided 
by employees up to the end of the reporting period. Consideration is given to expected future wages and salary levels, experience of 
employee departures, periods of service and market interest rates.

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer 
settlement for at least 12 months after the reporting period, regardless of when the actual settlement is expected to occur.

(ix) Goods and services tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, unless the GST incurred is not recoverable from the taxation 
authority. In this case, it is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of GST receivable or payable. The net amount of GST recoverable from, or payable to, 
the taxation authority is included with other current assets and trade and other payables in the consolidated balance sheet.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which 
are recoverable from, or payable to, the taxation authority are presented as operating cash flows.

(x) Leases

Waypoint REIT leases office premises. Waypoint REIT assesses at contract inception whether a contract is, or contains, a lease. 
This is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. 
Waypoint REIT applies a single recognition and measurement approach for all leases. Waypoint REIT recognises lease liabilities 
to make lease payments and right of use assets representing the right to use the underlying assets.

Right of use assets

Waypoint REIT recognises right of use assets at the commencement date of the lease (that is, the date the underlying asset is available 
for use). Right of use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any 
remeasurement of lease liabilities. The cost of right of use assets includes the amount of lease liabilities recognised, initial direct costs 
incurred, and lease payments made at or before the commencement date less any lease incentives received. Right of use assets are 
depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.

Lease liabilities

At the commencement date of the lease, Waypoint REIT recognises lease liabilities measured at the present value of lease payments to 
be made over the lease term. The lease payments include fixed payments less any lease incentives receivable, variable lease payments 
that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include 
the exercise price of a purchase option reasonably certain to be exercised by Waypoint REIT and payments of penalties for terminating 
the lease, if the lease term reflects Waypoint REIT exercising the option to terminate.

In calculating the present value of lease payments, Waypoint REIT uses its incremental borrowing rate at the lease commencement 
date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease 
liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount 
of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (for example, 
changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the 
assessment of an option to purchase the underlying asset.

73

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4.(f) Summary of significant accounting policies continued

(xi) Financial instruments

Classification

Waypoint REIT’s investments are classified as at fair value through profit or loss. They comprise:

• Financial instruments held for trading – Derivative financial instruments such as interest rate swaps are included under this classification.

• Financial instruments designated at fair value through profit or loss upon initial recognition – These include financial assets that are 

not held for trading purposes and which may be sold. 

Financial assets designated at fair value through profit or loss at inception are those that are managed and their performance evaluated 
on a fair value basis in accordance with Waypoint REIT’s documented investment strategy. Waypoint REIT’s policy is for the Responsible 
Entity to evaluate the information about these financial instruments on a fair value basis together with other related financial information.

Recognition/derecognition

Financial assets and financial liabilities are recognised on the date Waypoint REIT becomes party to the contractual agreement 
(trade date) and it recognises changes in fair value of the financial assets or financial liabilities from this date.

Investments are derecognised when the right to receive cash flows from the investments has expired or Waypoint REIT has transferred 
substantially all risks and rewards of ownership.

Measurement

Financial assets and liabilities are held at fair value through profit or loss.

At initial recognition, financial assets are recognised at fair value. Transaction costs of financial assets carried at fair value through 
profit or loss are expensed in profit or loss.

The fair value of financial assets and liabilities traded in active markets is subsequently based on their quoted market prices at the end 
of the reporting period without any deduction for estimated future selling costs. The quoted market price used for financial assets held 
by Waypoint REIT is the current bid price and the quoted market price for financial liabilities is the current asking price.

The fair value of financial assets and liabilities that are not traded in an active market are determined using valuation techniques. 
Accordingly, there may be a difference between the fair value at initial recognition and amounts determined using a valuation technique. 
If such a difference exists, Waypoint REIT recognises the difference in profit or loss to reflect a change in factors, including time that 
market participants would consider in setting a price.

Further detail on how the fair values of financial instruments are determined is disclosed in Note 3.(c).

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the consolidated balance sheet when there is a legally 
enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle 
the liability simultaneously.

(xii) Provisions

A provision is recognised when Waypoint REIT has a legal or constructive obligation as a result of past events, it is probable that an 
outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are measured at the 
present value of Waypoint REIT’s best estimate of the expenditure required to settle the present obligation at the end of the reporting 
period. The discount rate used to determine the present value reflects current market assessments of the time value of money and 
the risks specific to the liability.

(xiii) New accounting standards and interpretations not yet adopted

On 26 June 2023, the International Sustainability Standards Board (ISSB) issued its inaugural standards – IFRS S1 General Requirements 
for Disclosure of Sustainability-related Financial Information and IFRS S2 Climate-related disclosures. The standards are intended to create 
a common language for disclosing the effect of climate-related risks and opportunities on an entity’s prospects. Both standards fully 
incorporate the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). 

Exposure Draft SR1 ASRS Standards was issued on 23 October 2023 by the Australian Accounting Standards Board (AASB) 
for consultation, providing further clarity on how IFRS S1 and S2 will be adapted for implementation in Australia under a ‘climate 
first’ approach. 

Waypoint REIT has been progressively aligning its practices and policies with these recommendations and will continue to monitor 
developments in Australia with reporting under the proposed standards expected to commence in 2027. 

There are no other issued standards that are not yet effective and that are expected to have a material impact on Waypoint REIT 
in the current or future reporting periods and on foreseeable future transactions.

74

NOTES TO THE FINANCIAL STATEMENTS CONTINUEDWaypoint REIT Limited – Annual Report 2023DIRECTORS’ DECLARATION

In the Directors’ opinion: 

(a) 

the financial statements and notes set out on pages 42 to 74 are in accordance with the Corporations Act 2001, including: 

(i) 

(ii) 

 complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting 
requirements; and

 giving a true and fair view of Waypoint REIT’s and Waypoint REIT Trust Group’s financial positions at 31 December 2023 
and of their performance for the year ended on that date; and 

(b) 

 there are reasonable grounds to believe that Waypoint REIT and Waypoint REIT Trust Group will be able to pay their debts 
as and when they become due and payable. 

Note 4(f)(i) to the financial statements confirms that the financial statements also comply with the International Financial Reporting 
Standards as issued by the International Accounting Standards Board.

The Directors have been given declarations by the Chief Executive Officer and the Chief Financial Officer as required by section 295A 
of the Corporations Act 2001.

This declaration is made in accordance with a resolution of the Directors.

Laurence Brindle 
Chair

26 February 2024

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Independent auditor’s report 

To the stapled securityholders of Waypoint REIT and the unitholders of Waypoint REIT Trust 

Report on the audit of the financial report 

Our opinion 

In our opinion: 

The accompanying financial report of Waypoint REIT, being the consolidated stapled entity, which 
comprises Waypoint REIT Limited and its controlled entities, and Waypoint REIT Trust and its 
controlled entities (together the “Trust Group” or the “Trust”) are in accordance with the Corporations 
Act 2001, including: 

(a)  giving a true and fair view of the financial position of Waypoint REIT and the financial position of 
the Trust as at 31 December 2023 and of their financial performance for the year then ended  

(b)  complying with Australian Accounting Standards and the Corporations Regulations 2001. 

What we have audited 
The financial reports of Waypoint REIT and the Trust (collectively referred to as the “financial report”) 
comprise: 

● 
● 
● 
● 
● 

● 

the consolidated balance sheets as at 31 December 2023 
the consolidated statements of comprehensive income for the year then ended 
the consolidated statements of changes in equity for the year then ended 
the consolidated statements of cash flows for the year then ended 
the notes to the financial statements, including material accounting policy information and other 
explanatory information  
the directors’ declaration. 

Basis for opinion 

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under 
those standards are further described in the Auditor’s responsibilities for the audit of the financial 
report section of our report. 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis 
for our opinion. 

Independence 
We are independent of Waypoint REIT and the Trust in accordance with the auditor independence 
requirements of the Corporations Act 2001 and the ethical requirements of the Accounting 
Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants 
(including Independence Standards) (the Code) that are relevant to our audit of the financial report in 
Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. 

PricewaterhouseCoopers, ABN 52 780 433 757  
One International Towers Sydney, Watermans Quay, Barangaroo NSW 2000, GPO BOX 2650 Sydney NSW 2001 
T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au 

Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124 
T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au  

Liability limited by a scheme approved under Professional Standards Legislation. 

76

Waypoint REIT Limited – Annual Report 2023 
 
 
 
Our audit approach for the Group 

An audit is designed to provide reasonable assurance about whether the financial report is free from 
material misstatement. Misstatements may arise due to fraud or error. They are considered material if 
individually or in aggregate, they could reasonably be expected to influence the economic decisions of 
users taken on the basis of the financial report. 

We tailored the scope of our audit to ensure that we performed enough work to be able to give an 
opinion on the financial report as a whole, taking into account the geographic and management 
structure of Waypoint REIT and the Trust, their accounting processes and controls and the industry in 
which they operate. 

Group Audit Scope 
● 

Our audit focused on where Waypoint REIT and the Trust made subjective judgements; for 
example, significant accounting estimates involving assumptions and inherently uncertain future 
events. 
The Audit team consisted of individuals with the appropriate skills and competencies needed for 
the audit, which included industry expertise in real estate and treasury professionals. 

● 

Key audit matters 

Key audit matters are those matters that, in our professional judgement, were of most significance in 
our audit of the financial report for the current period and were determined separately for Waypoint 
REIT and the Trust. Relevant amounts listed for each part of the stapled group represent balances as 
they are presented in the financial report and should not be aggregated. The key audit matters were 
addressed in the context of our audit of the financial report as a whole, and in forming our opinion 
thereon, and we do not provide a separate opinion on these matters. Further, any commentary on the 
outcomes of a particular audit procedure is made in that context. We communicated the key audit 
matters to the Audit and Risk Management Committee. 

Key audit matter 

How our audit addressed the key audit matter 

Valuation of Investment Properties 
(Refer to note 2(a)) 
Waypoint REIT  – $2,769.3 million 
Trust Group – $2,769.3 million 

Waypoint REIT and the Trust’s investment property 
portfolio comprised fuel and convenience retail 
properties (“Investment Properties”) at 31 December 
2023. 

Investment Properties were valued at fair value as at 
balance sheet date primarily using a combination of 
the income capitalisation and the direct comparison 
methods. 

To assess the valuation of Investment Properties we 
performed the following procedures, amongst others: 

•  We developed an understanding of Waypoint 

REIT and the Trust’s processes and controls for 
determining the valuation of Investment 
Property; 

•  We assessed the scope, competence and 

objectivity of the independent valuation expert 
engaged by Waypoint REIT and the Trust to 
provide independent valuations at reporting 
date; 

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INDEPENDENT AUDITOR’S REPORT CONTINUED

Factors such as current market conditions, existing 
lease contracts, and comparable sales impact fair 
values. Amongst others, the following inputs and 
assumptions were key in establishing fair value: 
● annual market rent  
● capitalisation rates 
● lease terms 

At each balance sheet date, the directors determine 
the fair value of the Investment Properties in 
accordance with Waypoint REIT’s valuation policy as 
described in note 2(a).  

This was a key audit matter because of the: 
● relative size of the Investment Property portfolio to 
net assets and related valuation movements, and 
● the inherent subjectivity of the significant 
assumptions that underpin the valuations. 

•  We met with the independent valuation expert 
used by Waypoint REIT and the Trust to 
develop an understanding of their processes, 
judgements and observations; 

•  We compared the valuation methodology 

adopted by Waypoint REIT and the Trust with 
commonly accepted valuation approaches used 
in the real estate industry for investment 
properties; 

•  We agreed the rental income used in a sample 

of Investment Property valuations to relevant 
lease agreements and assessed the 
appropriateness of a sample of income related 
assumptions; 

•  We assessed the appropriateness of adopted 
capitalisation rates for a sample of Investment 
Properties with reference to market data and 
comparable transactions, where possible; 

•  We tested the mathematical accuracy of a 

sample of the Investment Property valuations; 

•  We agreed the fair value of each Investment 
Property to the independent valuation or 
Directors valuation, as applicable; 

•  We assessed the reasonableness of the 
disclosures against the requirements of 
Australian Accounting Standards. 

Other information 

The directors of Waypoint REIT Limited and VER Limited, the Responsible Entity of Waypoint REIT 
Trust, (collectively referred to as the “directors”) are responsible for the other information. The other 
information comprises the information included in the annual report for the year ended 31 December 
2023, but does not include the financial report and our auditor’s report thereon. Prior to the date of this 
auditor's report, the other information we obtained included the Directors' Report. We expect the 
remaining other information to be made available to us after the date of this auditor's report.  

Our opinion on the financial report does not cover the other information and we do not and will not 
express an opinion or any form of assurance conclusion thereon through our opinion on the financial 
report. We have issued a separate opinion on the remuneration report. 

78

Waypoint REIT Limited – Annual Report 2023 
 
 
 
 
 
 
In connection with our audit of the financial report, our responsibility is to read the other information 
and, in doing so, consider whether the other information is materially inconsistent with the financial 
report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. 

If, based on the work we have performed on the other information that we obtained prior to the date of 
this auditor’s report, we conclude that there is a material misstatement of this other information, we are 
required to report that fact. We have nothing to report in this regard. 

When we read the other information not yet received, if we conclude that there is a material 
misstatement therein, we are required to communicate the matter to the directors and use our 
professional judgement to determine the appropriate action to take. 

Responsibilities of the directors for the financial report 

The directors are responsible for the preparation of the financial report that gives a true and fair view 
in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such 
internal control as the directors determine is necessary to enable the preparation of the financial report 
that gives a true and fair view and is free from material misstatement, whether due to fraud or error. 

In preparing the financial report, the directors are responsible for assessing the ability of Waypoint 
REIT and the Trust to continue as a going concern, disclosing, as applicable, matters related to going 
concern and using the going concern basis of accounting unless the directors either intend to liquidate 
Waypoint REIT or the Trust or to cease operations, or have no realistic alternative but to do so. 

Auditor’s responsibilities for the audit of the financial report 

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is 
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that 
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that 
an audit conducted in accordance with the Australian Auditing Standards will always detect a material 
misstatement when it exists. Misstatements can arise from fraud or error and are considered material 
if, individually or in the aggregate, they could reasonably be expected to influence the economic 
decisions of users taken on the basis of the financial report. 

A further description of our responsibilities for the audit of the financial report is located at the Auditing 
and Assurance Standards Board website at: 
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our 
auditor's report. 

79

Waypoint REIT Limited – Annual Report 2023Overview and HighlightsChair and MD/CEO ReportBusiness ReviewSustainabilityFinancial ReportInvestor InformationCorporate Directory 
 
 
 
 
 
 
INDEPENDENT AUDITOR’S REPORT CONTINUED

Report on the remuneration report

Our opinion on the remuneration report 

We have audited the remuneration report included in pages 25 to 39 of the directors’ report for the 
year ended 31 December 2023. 

In our opinion, the remuneration report of Waypoint REIT for the year ended 31 December 2023 
complies with section 300A of the Corporations Act 2001.

Responsibilities

The directors are responsible for the preparation and presentation of the remuneration report in 
accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an 
opinion on the remuneration report, based on our audit conducted in accordance with Australian 
Auditing Standards. 

PricewaterhouseCoopers

JDP Wills
Partner

Sydney
26 February 2024

80

Waypoint REIT Limited – Annual Report 2023ADDITIONAL INFORMATION

The information below is current as at 7 March 2024.

There were 671,816,547 fully paid securities on issue, held by 13,164 securityholders. There were 423 holders holding less than  
a marketable parcel based on a closing price of $2.39.

The voting rights attaching to the stapled securities, set out in section 253C of the Corporations Act 2001, are on a poll:

• in the case of a resolution of Waypoint REIT Limited, each shareholder has one vote for each share held in the Company; and

• in the case of a resolution of the Waypoint REIT Trust, each unitholder has one vote for each $1.00 of the value of the units  

held in the Trust.

Top 20 securityholders
The top 20 largest registered securityholders as at 7 March 2024 are shown below.

Rank Holder name

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 

J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 

CITICORP NOMINEES PTY LIMITED 

NATIONAL NOMINEES LIMITED 

BNP PARIBAS NOMINEES PTY LTD 

BNP PARIBAS NOMS PTY LTD 

CITICORP NOMINEES PTY LIMITED 

BNPP NOMS PTY LTD HUB24 CUSTODIAL SERV LTD 

IOOF INVESTMENT SERVICES LIMITED 

BNP PARIBAS NOMS (NZ) LTD 

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 

NETWEALTH INVESTMENTS LIMITED 

BNP PARIBAS NOMINEES PTY LTD 

CHARTER HALL WHOLESALE MANAGEMENT LIMITED 

CHARTER HALL PROPERTY SECURITIES MANAGEMENT LIMITED 

IOOF INVESTMENT SERVICES LIMITED 

NEWECONOMY COM AU NOMINEES PTY LIMITED 

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 

ECAPITAL NOMINEES PTY LIMITED 

NETWEALTH INVESTMENTS LIMITED 

Number of 
securities

188,715,281

132,845,462

87,277,858

33,192,125

25,482,984

7,605,324

6,400,766

6,329,019

4,926,405

4,172,579

4,068,774

2,993,817

1,869,374

1,750,000

1,725,000

1,409,538

1,376,455

1,360,778

1,338,712

1,310,675

% of issued 
capital

28.09

19.77

12.99

4.94

3.79

1.13

0.95

0.94

0.73

0.62

0.61

0.45

0.28

0.26

0.26

0.21

0.20

0.20

0.20

0.20

Total

516,150,926

Balance of register

155,665,621

Grand total

671,816,547

76.83

23.17

100.00

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Waypoint REIT Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
ADDITIONAL INFORMATION CONTINUED

Distribution of securityholdings as at 7 March 2024

Range

100,001 and over

10,001 to 100,000

5,001 to 10,000

1,001 to 5,000

1 to 1,000

Total

Unmarketable parcels

Number of 
holders

115

4,226

3,175

4,088

1,560

Number of 
securities

539,445,661

95,509,400

23,930,546

12,198,044

732,896

% of total

80.30

14.22

3.56

1.82

0.11

13,164

671,816,547

100.00

423

26,751

Substantial securityholders as at 7 March 2024

Date of notice received

Name of substantial securityholder

Number of securities1

31 Dec 2020

5 Mar 2023

30 Nov 2022

22 Mar 2023

23 Mar 2023

29 Jan 2024

7 Mar 2024

The Vanguard Group, Inc.

BlackRock Group

State Street Corporation

First Sentier Investors Holdings Pty Limited

Mitsubishi UFJ Financial Group, Inc.

Commonwealth Bank of Australia

KKR Entities

81,069,400

43,011,585

40,972,605

40,620,225

40,620,225

33,928,546

33,593,138

1.  The number of securities quoted is based on the number of securities disclosed in the substantial shareholder notices lodged by each holder. 
Effective 11 November 2021 Waypoint REIT has undertaken a security consolidation where each security held on 10 November 2021 was 
consolidated into 0.9382 securities (with any resulting fraction of an ordinary security rounded up to the next whole number of securities).

Securities purchased on-market
Waypoint REIT purchased securities on-market for the purposes of our Employee Security Plan and for the purposes of our  
incentive plans.

During FY23, 123,076 securities were purchased on-market at an average price of $2.60 per security.

Unquoted equity securities
As at 7 March 2024, Waypoint REIT has on issue 856,745 unquoted Performance Rights to four employees.

82

Waypoint REIT Limited – Annual Report 2023 
 
DISCLOSURES

On 1 August 2016, Waypoint REIT was granted certain waivers from the Australian Securities Exchange (ASX) with regard to ASX 
Listing Rule 10.1. Pursuant to those waivers, the following disclosures are outlined below.

Summary of certain arrangements between Waypoint REIT and Viva Energy Australia
Waypoint REIT and Viva Energy Australia have entered into a Master Agreement to govern, among other things, certain rights and 
obligations with respect to the properties in the Initial Portfolio and any additional service station sites that become the subject  
of a lease between the parties in the future.

Waypoint REIT’s 
first right of refusal

Viva Energy 
Australia’s first 
right of refusal

Viva Energy 
Australia’s  
call option

Waypoint REIT has a first right to acquire any service station site that Viva Energy Australia offers for sale.

Viva Energy Australia has a first right to acquire any property that is subject of a lease or which is used  
as a retail service station and which Waypoint REIT offers for sale.

• Viva Energy Australia has a call option to acquire all or any part of the Initial Portfolio upon certain  

insolvency trigger events.

• If a call option trigger event occurs and the call option is exercised by Viva Energy Australia in respect of a site, 

Viva Energy Australia may acquire that site for a price determined via an independent valuation process.

Right of first 
refusal on new 
lease properties

If Waypoint REIT proposes to grant a new lease in respect of a site which is not (and has not been)  
the subject of a lease to Viva Energy Australia, Waypoint REIT must first offer to lease that site  
to Viva Energy Australia before entering into a new lease with another party.

Right of first 
refusal under a 
third party lease

From 1 October 2020 to 1 January 2030, if Viva Energy Australia does not exercise its Third Party Lease  
right of first refusal in its own right, then it must offer a right of first refusal to Waypoint REIT.

In addition, in each lease entered into in respect of the initial IPO portfolio, Viva Energy Australia has the right of first refusal to  
acquire any of the leased sites that Waypoint REIT offers for sale. In FY2023 Waypoint REIT and Viva Energy Australia did not  
enter into (or conclude) any transactions pursuant to the rights listed above.

As at the date of this report, the Master Agreement is still in place and the rights of first refusals as described above still operate, 
however, the Master Agreement and the rights of first refusal have been amended to delete references to Coles Express and the 
Alliance Agreement to reflect VEA’s purchase of the Coles Express business. 

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Waypoint REIT Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
GLOSSARY

AACS

AMTN

ASX

BBSW

bp

CAGR

Australian Association of Convenience Stores

Australian Medium-Term Notes

Australian Securities Exchange

Bank Bill Swap Rate

Basis points

Compound annual growth rate

Coles Express

Coles Express, a division of Coles Group Limited (ABN 11 004 089 936)

CPI

Consumer Price Index

Distributable Earnings

DEPS

EBITDA

This is a non-IFRS measure of profit and is calculated as statutory net profit adjusted to remove 
transaction costs, specific non-recurring items and non-cash items (including straight-lining of 
rental income, the amortisation of debt establishment fees, long-term incentive expense and  
any fair value adjustment to investment properties and derivatives)

Distributable earnings per security. Calculated as distributable earnings divided by the weighted 
average number of ordinary securities on issue during the period

Earnings before interest, tax, depreciation and amortisation

Employee Security Plan

An equity incentive plan under which participating employees are eligible to receive Waypoint REIT 
stapled securities on a deferred settlement basis under the short-term incentive (STI) and general 
employee offer plans and performance rights under the long-term incentive (LTI) Plan

Earnings per security

Fuel and Convenience

Financial year

Net debt (excluding foreign exchange and fair value hedge adjustments) to total assets 
(excluding cash)

Greenhouse gas

Initial public offering

Measure of funding available to Waypoint in the short term. Includes unrestricted cash,  
undrawn debt and asset sale deposit receivable net of distribution provision

Long Term Incentive Plan

Square metre

EPS

F&C

FY

Gearing

GHG

IPO

Liquidity

LTI plan

m2

84

Waypoint REIT Limited – Annual Report 2023Master Agreement

The agreement between Viva Energy Australia and Viva Energy REIT, as summarised in Section 
13.2 of the PDS

MER

Moody’s

Management expense ratio (calculated as the ratio of operating expenses (excluding net property 
expenses) over average total assets (excluding derivative financial assets))

Moody’s Investors Services

Net Interest Expense

Finance costs less finance income

NNN 

NTA

OTR

S&P

S&P CSA

t-CO2-e

USPP

Triple-net lease, where the tenant is responsible for all outgoings relating to the property 
being leased in addition to the rent fee applied under the lease. This includes all repairs and 
maintenance (including structural repairs and maintenance), rates, taxes, insurance and other 
direct property costs

Net tangible assets

OTR Group (“On the Run”)

Standard & Poor's Financial Services LLC

S&P Global Corporate Sustainability Assessment

Tonnes of carbon dioxide equivalent

United States Private Placement

VEA or Viva Energy Australia 

Viva Energy Australia Pty Ltd (ABN 46 004 610 459)/Viva Energy Group Limited  
(ABN 74 626 661 032) (ASX: VEA)

WACR

WADM

WALE

WARR

Weighted average capitalisation rate, weighted by valuation

Weighted average debt maturity

Weighted average lease expiry, weighted by rental income

Weighted average rent review, weighted by rental income

Waypoint REIT or WPR

Stapled entity comprising one share in Waypoint REIT Limited (ABN 35 612 986 517)  
and one unit in the Waypoint REIT Trust (ARSN 613 146 464)

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Waypoint REIT Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
CORPORATE DIRECTORY

Auditor
PricewaterhouseCoopers
One International Towers Watermans Quay 
Barangaroo NSW 2000 Australia

Security registry
Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235 Australia
Telephone: 1300 554 474

Investor enquiries 
and correspondence
admin@waypointreit.com.au

Stock exchange listing
Waypoint REIT stapled securities are 
listed on the Australian Securities 
Exchange with the code WPR.

Waypoint REIT Limited
ABN 35 612 986 517

Waypoint REIT Trust
ARSN 613 146 464

VER Limited
ACN 609 868 000 AFSL 483795
Responsible Entity

Registered office
Level 15, 720 Bourke Street
Docklands VIC 3008 Australia
Telephone: +61 3 9081 8439
www.waypointreit.com.au

Directors of  
Waypoint REIT Limited
Laurence Brindle
Christopher Lawton
Georgina Lynch
Susan MacDonald
Hadyn Stephens

Directors of VER Limited
Laurence Brindle
Christopher Lawton
Georgina Lynch
Susan MacDonald
Hadyn Stephens

Company Secretary
Tina Mitas

86

Waypoint REIT Limited – Annual Report 2023Important information
Waypoint REIT is a stapled entity comprising one share in 
Waypoint REIT Limited (ABN 35 612 986 517) and one unit in 
Waypoint REIT Trust (ARSN 613 146 464).

The Responsible Entity of Waypoint REIT Trust is VER Limited  
ACN 609 868 000 Level 15, 720 Bourke Street, Docklands VIC 3008.

Reporting period
This Annual Report details the consolidated results of Waypoint 
REIT for the year ended 31 December 2023.

Disclaimer
This Annual Report is for information purposes only, is of a 
general nature, does not constitute financial product advice, nor is 
it intended to constitute legal, tax or accounting advice or opinion. 
It does not constitute in any jurisdiction, whether in Australia or 
elsewhere, an invitation to apply for or purchase stapled securities 
of Waypoint REIT or any other financial product.

In preparing this Annual Report, the authors have relied upon  
and assumed, without independent verification, the accuracy  
and completeness of all information available from public 
sources or which has otherwise been reviewed in preparation  
of the Annual Report.

All reasonable care has been taken in preparing the information 
and assumptions contained in this Annual Report. However, 
no representation or warranty, express or implied, is made 
by Waypoint REIT, its related bodies corporate, any of their 
respective officers, directors, employees, agents or advisers  
as to the fairness, accuracy, completeness or correctness  
of the information, opinions and conclusions contained in  
this Annual Report.

The information contained in this Annual Report is current as 
at the date it is published and is subject to change without 
notice. To the maximum extent permitted by law and subject 

to any continuing obligations under the ASX listing rules, 
Waypoint REIT Ltd and VER Limited and each of their respective 
associates, related entities, officers, directors, employees, agents, 
consultants and advisers do not accept and expressly disclaim 
any liability for any loss or damage (including, without limitation, 
any liability for any loss or damage (whether direct, indirect, 
consequential or otherwise)) arising from the use of, or reliance 
on, anything contained in or omitted from this report.

This Annual Report contains forward-looking statements, 
including statements regarding the plans, strategies and 
objectives of Waypoint REIT management and distribution 
guidance. To the extent that certain statements in this Annual 
Report may constitute ‘forward-looking statements’ or statements 
about ‘future matters’, the information reflects Waypoint REIT’s 
intent, belief or expectations at the date of the Annual Report. 
Forward-looking statements can generally be identified by 
the use of forward-looking words such as ‘expect’, ‘anticipate’, 
‘likely’, ‘intend’, ‘should, ‘could’, ‘may’, ‘predict’, ‘plan’, ‘propose’, 
‘will’, ‘believe’, ‘forecast’, ‘estimate’, ‘target’, ‘guidance’ and other 
similar expressions. Indications of, and guidance or outlook on, 
future earnings or financial position or performance are also 
forward-looking statements. Any forward-looking statements, 
including projections, guidance on future revenues, earnings and 
estimates, are provided as a general guide only and should not be 
relied upon as an indication or guarantee of future performance. 
Forward-looking statements involve known and unknown risks, 
uncertainties and other factors that may cause Waypoint REIT’s 
actual results, performance or achievements to differ materially 
from any future results, performance or achievements expressed 
or implied by these forward-looking statements. Any forward-
looking statements, opinions and estimates in this presentation 
are based on assumptions and contingencies that are subject 
to change without notice, as are statements about market and 
industry trends, which are based on interpretations of current 
market conditions. This Annual Report may not be reproduced  
or published, in whole or in part, for any purpose without the prior 
written permission of Waypoint REIT.

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Waypoint REIT Limited – Annual Report 2023