Waypoint REIT : Appendix 4E and Audited Financial Statements for FY2021

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WAYPOINT REIT - APPENDIX 4E

FOR THE YEAR ENDED 31 DECEMBER 2021

Waypoint REIT is Australia's largest listed REIT owning solely fuel and convenience retail properties with a high-quality portfolio of properties 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.

Waypoint REIT is a stapled entity with each stapled security comprising one share in Waypoint REIT Limited (ABN 35 612 986 517) and one unit in Waypoint REIT Trust (ARSN 613 146 464) and their controlled entities (Waypoint REIT).

REPORTING PERIOD

This Financial Report details the consolidated results of Waypoint REIT for the year ended 31 December 2021 (FY21). The comparative figures for the Profit and Loss are for the year ended 31 December 2020 (FY20) and the comparative figures for the Balance Sheet are as at 31 December 2020.

RESULTS FOR ANNOUNCEMENT TO THE MARKET

Profit and Loss	Year ended	Year ended	Change
	31 Dec 2021	31 Dec 2020
	($'million)	($'million)
Revenue from ordinary activities	178.4	181.8	(1.87%)
Net profit after tax	443.6	279.9	58.49%
Distributable Earnings1	122.6	118.5	3.46%
Distributable EPS (cents per security)2	15.80	15.15	4.25%
Balance Sheet	31 Dec 2021	31 Dec 2020	Change
	($'million)	($'million)
Total assets	3,128.2	2,930.6	6.74%
Net assets	2,128.3	1,953.2	8.96%
Net tangible assets (per security)	2.95	2.49	18.47%

• 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 and any fair value adjustment to investment properties and derivatives.

• Calculated on a weighted average basis using unrounded figures.

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HIGHLIGHTS

• Financial Performance

• • Distributable Earnings increased by $4.1 million from $118.5 million in 2020 to $122.6 million in 2021, due to higher rental income ($3.0 million) and lower net interest expense ($1.7 million) partially offset by higher management and administration expenses ($0.6 million).
  • Statutory net profit increased by $163.7 million from $279.9 million in 2020 to $443.6 million in 2021, largely due to higher net valuation gains on investment property ($152.7 million).
  • Net tangible assets per security at 31 December 2021 increased by 18.5% to $2.95 (31 December 2020: $2.49) primarily due to the combined impact of strong valuation gains and lower securities on issue as a result of capital management initiatives.
• Property Portfolio
• • 159 investment properties (representing over one-third of the portfolio) were independently valued during the year, including 80 at 30 June and 79 at 31 December. Directors' valuations were performed on the balance of the portfolio at each balance date.
  • The weighted average capitalisation rate of the 433 assets owned at 31 December 2021 (including six uncontracted assets classified as held for sale) was 5.16%.
  • 40 non-core assets were settled or exchanged during the period for $137.1 million, representing a 10.5% premium to prevailing book value.
  • Weighted average lease expiry by income at 31 December 2021 is 10.0 years, with five leases renewed during the year for an aggregate 3.5% increase in rent.
• Capital Management
• • Gearing was 30.1%3 at 31 December 2021 with $955.6 million debt drawn and $93.0 million undrawn.
  • Weighted average debt maturity was 5.0 years as at 31 December 2021, following the inaugural issuance of a $200.0 million Australian medium term note (AMTN) at a 2.4% coupon and the refinancing of $285.0 million of bank debt during the year.
  • As at 31 December 2021, 73% of Waypoint REIT's debt was hedged and the weighted average hedge maturity was 3.6 years.
  • Capital management initiatives totalling $173.3 million (before transaction costs) were completed during the year, including the buy-back of 15.3 million stapled securities for $41.1 million under on-marketbuy-back programs (average price of $2.68 per security) and a $132.2 million return of capital (17 cents per stapled security) on 12 November 2021.
  • The number of stapled securities on issue was further reduced by 48.1 million following a security consolidation completed at a consolidation ratio of 0.9382 on 10 November 2021.

• Calculated as net debt (excluding foreign exchange and fair value hedge adjustments) / total assets minus cash. This differs from Covenant Gearing which is equal to 31.8%.

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DISTRIBUTIONS

	Cents	Date paid or
	per security	payable
Final for the year ended 31 December 2020	7.73	26 February 2021
Interim for the half-year ended 30 June 2021	7.81	31 August 2021
Interim for the quarter ended 30 September 2021*	3.95	15 November 2021
Final for the year ended 31 December 2021	4.21	28 February 2022

* Distributions paid on a quarterly basis commencing the quarter ended 30 September 2021.

Distributions are 100% from Australian sourced income from Waypoint REIT Trust. No franked dividends were paid or payable from Waypoint REIT Limited. Waypoint REIT's Distribution Reinvestment Plan (DRP) is currently inactive.

ADDITIONAL INFORMATION

For additional information regarding the results of Waypoint REIT for the year ended 31 December 2021, please refer to the FY21 Results - ASX Media Announcement and the FY21 Results Presentation lodged with ASX. Attached with this Appendix 4E is a copy of the financial report for the year ended 31 December 2021.

This report is based on Waypoint REIT's 31 December 2021 financial report, which has been audited by PricewaterhouseCoopers. The Independent Auditor's Report provided by PricewaterhouseCoopers is included in the 31 December 2021 financial report.

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FINANCIAL REPORT

For the Year Ended

31 December 2021

Contents

DIRECTORS' REPORT	2
AUDITOR'S INDEPENDENCE DECLARATION	29
FINANCIAL STATEMENTS	30
DIRECTORS' DECLARATION	71
INDEPENDENT AUDITOR'S REPORT	72

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WAYPOINT REIT

31 DECEMBER 2021 FINANCIAL REPORT

DIRECTORS' REPORT

For personal use only

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 2021.

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	Independent Non-Executive Chair
Georgina Lynch	Independent Non-Executive Director
Stephen Newton	Independent Non-Executive Director
Hadyn Stephens	Managing Director (appointed 21 October 2021) 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	Independent Non-Executive Chair
Georgina Lynch	Independent Non-Executive Director
Stephen Newton	Independent Non-Executive Director
Hadyn Stephens	Managing Director (appointed 21 October 2021) 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 owns a large portfolio of fuel and convenience retail properties across all Australian states and mainland territories. 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.

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