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GPT GROUP Interim / Quarterly Report 2023

Aug 13, 2023

65009_rns_2023-08-13_17fa5520-a98b-4205-a27c-55bf1017d0ae.pdf

Interim / Quarterly Report

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ASX Announcement

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14 August 2023

Interim Financial Report 2023 - GPT Management Holdings Limited

The GPT Group (‘GPT’ or ‘Group’) provides its 2023 Interim Financial Report for GPT Management Holdings Limited.

-ENDS-

Authorised for release by The GPT Group Board.

For more information, please contact:

Investors

Penny Berger Head of Investor Relations & Corporate Affairs +61 402 079 955

Media

Grant Taylor Group External Communications Manager +61 403 772 123

GPT Management Holdings Limited (ACN 113 510 188) and GPT RE Limited (ABN 27 107 426 504) as responsible entity of General Property Trust (ARSN 090 110357), together GPT.

Level 51, 25 Martin Place Sydney NSW 2000 gpt.com.au

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GPT Management Holdings Limited ABN: 67 113 510 188

Interim Financial Report 30 June 2023

This financial report covers both GPT Management Holdings Limited (the Company) as an individual entity and the Consolidated Entity consisting of GPT Management Holdings Limited and its controlled entities.

GPT Management Holdings Limited is a company limited by shares, incorporated and domiciled in Australia.

Through GPT’s internet site, GPT has ensured that its corporate reporting is timely, complete and available globally at minimum cost to the Company. All press releases, financial reports and other information is available on GPT’s website: www.gpt.com.au.

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

CONTENTS

Directors’ Report ........................................................................................................................................................................................ 2 Auditor’s Independence Declaration..................................................................................................................................................... 12 Financial Statements ................................................................................................................................................................................. 13 Consolidated Statement of Comprehensive Income .......................................................................................................................... 13 Consolidated Statement of Financial Position ..................................................................................................................................... 14 Consolidated Statement of Changes in Equity.................................................................................................................................... 15 Consolidated Statement of Cash Flows ............................................................................................................................................... 16 Notes to the Financial Statements......................................................................................................................................................... 17 Result for the half year .................................................................................................................................................................. 18 1. Segment information .................................................................................................................................................................. 18 Operating assets and liabilities................................................................................................................................................... 18 2. Equity accounted investments .................................................................................................................................................. 18 3. Intangible assets ......................................................................................................................................................................... 19 4. Inventories.................................................................................................................................................................................... 20 5. Property, plant and equipment.................................................................................................................................................. 20 6. Other assets ................................................................................................................................................................................ 21 Capital structure .............................................................................................................................................................................. 22 7. Equity and reserves.................................................................................................................................................................... 22 8. Earnings per share ..................................................................................................................................................................... 22 9. Dividends paid and payable ...................................................................................................................................................... 22 10. Borrowings ................................................................................................................................................................................... 23 Other disclosure items .................................................................................................................................................................. 24 11. Cash flow information................................................................................................................................................................. 24 12. Commitments .............................................................................................................................................................................. 24 13. Contingent liabilities.................................................................................................................................................................... 24 14. Fair value disclosures ................................................................................................................................................................ 25 15. Accounting policies, key judgements and estimates............................................................................................................. 25 16. Events subsequent to reporting date....................................................................................................................................... 27 Directors’ Declaration ............................................................................................................................................................................... 28 Independent Auditor’s Report................................................................................................................................................................. 29

GPT acknowledges the Traditional Custodians of the lands on which our business operates. We pay our respects to Elders past, present and emerging; and to their knowledge, leadership and connections. We honour our responsibility for Country, culture and community in the places we create and how we do business.

1

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

DIRECTORS’ REPORT

Half year ended 30 June 2023

The Directors of GPT Management Holdings Limited (the Company), present their report together with the financial statements of GPT Management Holdings Limited and its controlled entities (the Consolidated Entity) for the half year ended 30 June 2023. The Consolidated Entity is a for profit entity and is stapled to the General Property Trust (Trust). The GPT Group (GPT or the Group) financial statements include the results of the stapled entity as a whole.

GPT Management Holdings Limited is a company limited by shares, incorporated and domiciled in Australia. The registered office and principal place of business is Level 51, 25 Martin Place, Sydney NSW 2000.

1. OPERATING AND FINANCIAL REVIEW

The Consolidated Entity’s results are largely driven by the results of the Trust, Wholesale Funds and the UniSuper and Australian Core Retail Trust mandates managed by the Consolidated Entity given that management and other fees are driven by the asset value and performance of the underlying properties within these entities.

About GPT

GPT is one of Australia's leading property groups, with assets under management of $32.2 billion across a portfolio of high quality retail, office and logistics assets.

Listed on the Australian Securities Exchange (ASX) since 1971, today The GPT Group is a constituent of the S&P/ASX 50 Index with a substantial investor base of more than 33,000 securityholders.

GPT's purpose is to create experiences that drive positive impact for people, place and planet.

Review of operations and operating result

The Group's Funds From Operations (FFO) reflects increased FFO contributions from the Retail and Logistics segments, offset by lower income in the Office segment and higher financing costs, as a consequence of the higher interest rate environment versus the prior corresponding period.

The Retail portfolio performed strongly in the period, with high occupancy maintained and strong leasing outcomes achieved. Retail sales across the portfolio were above the prior comparable period and our CBD located asset at Melbourne Central is back to pre-pandemic retail sales levels. Leasing spreads continued to strengthen, with lease structures consisting of fixed base rents and annual fixed increases.

The Office leasing environment continues to be challenging, with vacancy remaining above long term averages in each of our core markets. Smaller tenants continue to be the most active segment in the market and are seeking to upgrade to high quality assets in prime locations. Our prime grade Office portfolio occupancy is broadly stable compared to December 2022, with the ongoing rollout of our premium turn-key product, ‘GPT DesignSuites’, specifically designed for smaller tenants, resonating well with the market. Year-to-date, approximately 15,000 sqm (on a 100 per cent NLA basis) of GPT DesignSuites have been leased. The GPT Wholesale Office Fund’s development at 51 Flinders Lane is progressing well and due for completion in 2025.

Continued tenant demand and low market vacancy rates has resulted in high occupancy and positive leasing outcomes across our Logistics portfolio. In the period, there were three completions in the Logistics sector, including two held within the GPT QuadReal Logistics Trust (GQLT), with a further two projects due to be complete by the end of 2023. Logistics currently represents 29 per cent of the Group’s diversified property portfolio.

The growth of Funds Management remains a key focus for the Group. The strong result delivered reflects the full period contribution of managing UniSuper's $2.8 billion portfolio of real estate investments, which transitioned to GPT in September 2022 and management of the Australian Core Retail Trust (ACRT) and property management of Pacific Fair Shopping Centre, which commenced in December 2022.

The Group’s gearing at 30 June 2023 of 28.1 per cent remains below the mid-point of our stated range of 25 - 35 per cent.

2

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

DIRECTORS’ REPORT

Half year ended 30 June 2023

The Consolidated Entity’s financial performance for the half year ended 30 June 2023 is summarised below.

The net profit after tax for the half year ended 30 June 2023 is $6,333,000 (June 2022: $11,356,000)

For the half year ended 30 Jun 23 30 Jun 22 Change
$'000 $'000 %
Property management fees 23,955
16,858
42%
Development management fees and revenue 12,647
11,616
9%
Fund management fees 57,918
53,144
9%
Management costs recharged 24,267
15,550
56%
Other income 6,878
4,611
49%
Expenses (114,253)
(85,727)
33%
Profit from continuing operations before income tax expense 11,412
16,052
(29%)
Income tax expense (5,079)
(4,696)
8%
Net profit for the half year 6,333
11,356
(44%)

Consolidated Entity result

The net profit after tax for the half year to 30 June 2023 has decreased compared to prior period due to higher remuneration expenses, higher revaluations of financial arrangements and a net increase in impairment (where the prior period included reversals), offset partially by higher management costs recharged, property management and fund management fees.

Property management fees

The Consolidated Entity is responsible for property management activities across the retail, office and logistic sectors.

Retail

Property management fees increased to $18,503,000 in the half year primarily as a result of increased property revenue and new fees associated with the UniSuper and ACRT mandates.

Office

Property management fees decreased to $3,336,000 in the half year primarily as a result of lower rental income and recoverable expenses.

Logistics

Property management fees increased to $2,116,000 in the half year as a result of property acquisitions and the conversion of properties from development assets to operating assets.

Development management fees and revenue

Development management fees have increased by 9 per cent to $12,647,000 primarily due to an increase in development activity as a result of the roll out of the GPT DesignSuites, and revenue from the new retail mandates.

Fund management fees

Fund management fees have increased by 9 per cent to $57,918,000 predominantly due to new fees in retail from the Unisuper and ACRT mandates and increased fees in logistics from the growing partnership with GQLT. Partially offset by reduced fees in office resulting from lower asset values in GPT Office Wholesale Fund.

Management costs recharged

Management costs recharged increased by 56 per cent to $24,267,000 compared to the prior period due to the proportionate increase in costs brought by the increased scale of the business associated with the new mandates. This has resulted in an increase in costs recharged to a larger number of assets under management.

Other income

Other income increased during the period to $6,878,000 primarily as a result of rental income from recently acquired inventory assets.

Expenses

Expenses have increased 33 per cent overall to $114,253,000 primarily due to the movement in remuneration expenses, which is reflective of the increased scale of the business resulting from the new mandates and the expansion of the logistics portfolio, higher revaluations of financial arrangements and a net increase in impairment (where the prior period included reversals).

3

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

DIRECTORS’ REPORT

Half year ended 30 June 2023

Financial position

30 Jun 23 31 Dec 22 Change
$'000 $'000 %
Current assets 135,740
159,641
(15%)
Non-current assets 295,446
296,091
—%
Total assets 431,186
455,732
(5%)
Current liabilities 82,600
94,051
(12%)
Non-current liabilities 259,104
278,657
(7%)
Total liabilities 341,704
372,708
(8%)
Net assets 89,482
83,024
8%

Total assets decreased by 5 per cent to $431,186,000 in 2023 (Dec 2022: $455,732,000) primarily due to the movement in other receivables, where the prior balance included a large receivable for the sale of inventory which has since been received.

Total liabilities reduced to $341,704,000 in 2023 (Dec 2022: $372,708,000) primarily due to the movement in payables relating to accruals recognised in the prior year.

Capital management

The Consolidated Entity has an external loan of $2,719,000 relating to the Metroplex joint venture.

The Consolidated Entity has related party borrowings from the Trust and its subsidiaries and joint ventures. Under Australian Accounting Standards, the loans are measured either at fair value or amortised cost at each reporting period.

Going Concern

The Consolidated Entity’s financial position is highly dependent on the financial position of GPT given that the Consolidated Entity is funded through intercompany loans from GPT.

GPT believes it is able to meet its liabilities and commitments as and when they fall due for at least 12 months from the reporting date. In reaching this position, GPT has taken into account the following factors:

  • Available liquidity, through cash and undrawn facilities, of $1,476.4 million (after allowing for refinancing of $326.6 million of outstanding commercial paper) as at 30 June 2023;

  • Weighted average debt expiry of 6.1 years, with sufficient liquidity in place to cover the $202.7 million of debt (excluding commercial paper outstanding) due between the date of this report and 30 June 2024;

  • Primary covenant gearing of 28.4 per cent, compared to a covenant level of 50.0 per cent; and

  • Interest cover ratio for the six months to 30 June 2023 of 4.6 times, compared to a covenant level of 2.0 times.

Cash flows

The cash balance at 30 June 2023 increased to $25,974,000 (Dec 2022: $17,185,000).

Operating activities:

Net cash flows from operating activities have increased in 2023 to an inflow of $38,846,000 (June 2022: $6,532,000 outflow) driven by proceeds from the sale of inventories and higher receipts in the course of operations.

The following table shows the reconciliation from net profit to the cash flow from operating activities:

For the half year ended 30 Jun 23 30 Jun 22 Change
$'000 $'000
%
Net profit for the half year 6,333
11,356
(44%)
Non-cash items included in net profit 17,949
8,246
118%
Timing difference (19,254)
(16,432)
17%
Inventory movements 33,818
(9,702)
449%
Net cash inflows/(outflows) from operating activities 38,846
(6,532)
695%

Investing activities:

Net cash outflows from investing activities have increased to $5,532,000 in the first half of 2023 (Jun 2022: $2,981,000) due to the purchase of securities for employee incentive schemes.

Financing activities:

Net cash flows from financing activities have decreased to an outflow of $24,525,000 in the first half of 2023 (Jun 2022: $10,913,000 inflow) primarily due to higher repayments of related party borrowings.

Dividends

The Company has not paid any dividends for the half year to 30 June 2023 (2022: nil).

4

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

DIRECTORS’ REPORT

Half year ended 30 June 2023

Prospects

The following details the prospects of the Group, Wholesale Funds and the UniSuper and ACRT mandates, as the management and other fees earned by the Consolidated Entity are driven by the asset value and performance of the underlying properties within these entities.

GPT is an owner and manager of high quality, diversified real estate assets, with assets under management of $32.2 billion, including a balance sheet portfolio valued at $15.9 billion. Occupancy of the Group’s diversified portfolio at 30 June 2023 was 97.9 per cent.

Over the last 12 months there has been a material step up in interest rates by the Reserve Bank of Australia to bring inflation back toward its target range. These measures are having an impact with economic growth slowing as a result. While it would appear we are approaching the peak in the interest rate cycle, the rise in interest rates has increased the cost of debt and this has had a material impact on the Group’s FFO.

Independent valuations were undertaken for all investment properties as at 30 June 2023, resulting in a softening of valuation metrics. Transaction activity has been limited over the last 12 months and we expect that investment appetite, particularly for larger assets, will remain relatively muted for the balance of 2023. There is the potential for further softening of valuation metrics and asset values as transaction evidence emerges.

The Group continues to deliver strong results from its Retail portfolio. Portfolio occupancy has been maintained at greater than 99 per cent supported by ongoing tenant demand from existing and new retailers. The transition of management of the $2.8 billion UniSuper portfolio and the $2.7 billion Australian Core Retail Trust in 2022, has provided deeper tenant relationships and operational leverage for the GPT Retail platform. While there has been a moderation in retail sales growth as a result of inflationary pressure and rising interest rates, the Group’s portfolio is well positioned with high occupancy, ongoing tenant demand, fixed rental increases, and sustainable tenant occupancy costs.

The office sector continues to be impacted by subdued demand, new supply and subleasing activity, as tenants respond to employee preference for hybrid working arrangements. The Group made solid leasing progress over the first half of 2023, however vacancy remains elevated for the Office portfolio and we anticipate the leasing market will remain very competitive for some time. Smaller tenants remain the most active in the market, and GPT continues to achieve positive outcomes from high quality fitted suites to attract these tenants. Occupancy for the Office portfolio at 88.5 per cent (including Heads of Agreement (HoA)) remains in line with December 2022, despite approximately 4 per cent of lease expiry occurring in the first half of the year. While market leasing conditions remain challenging the Group is currently targeting to achieve portfolio occupancy (including HoA) of approximately 90 per cent by the end of 2023.

GPT is well placed to continue to deliver further growth from its Logistics portfolio. The logistics sector continues to benefit from ongoing tenant demand, very low market vacancy levels and limited uncommitted supply. GPT’s Logistics portfolio has occupancy of greater than 99 per cent, and is well positioned to continue to deliver further growth through contracted rental increases and further development completions. The Group has a Logistics development pipeline with an end value of approximately $2 billion of assets under management that will provide further opportunities to enhance the portfolio.

At 30 June 2023, the Group’s balance sheet net gearing was 28.1 per cent, below the midpoint of our stated gearing range of 25 - 35 per cent and with liquidity of $1.5 billion to meet funding requirements through to mid-2026. GPT has A space credit ratings with S&P and Moody’s and over the next 3.5 years the Group is 72 per cent hedged at an average rate of 3.5 per cent.

Our commitment to being a leader in ESG enhances and protects GPT and its assets for the long term. This is underpinned by data driven decision making, coupled with a robust environmental management system and transparent disclosures. The Group remains on target for its owned and managed Retail and Office assets to be certified as operating carbon neutral by the end of 2024.

Outlook

While economic uncertainty remains in the Group's trading environment, GPT expects to deliver FFO of approximately 31.3 cents per security and a distribution of 25.0 cents per security for 2023, in line with previous guidance.

GPT has a strong balance sheet and a high quality diversified portfolio, combined with an experienced management team, making it well positioned to create long term value for securityholders.

Risk Management

GPT proactively identifies and manages risk in order to enable informed decisions which protect the value of our assets and realise our strategic objectives.

GPT takes an integrated, enterprise-wide approach to risk management which incorporates culture, conduct, compliance, processes and systems, consistent with AS/NZS ISO 31000:2018.

Risk Management Framework

The Group's Risk Management Framework is overseen by the Board and consists of the following key elements:

  1. Risk Policy – The Risk Policy sets out the Group’s approach to risk management, which is reviewed annually by the Board and Sustainability and Risk Committee. The Risk Policy is available on GPT's website.

  2. Risk Appetite Statement – The Board sets GPT’s risk appetite to align with strategy, having regard to GPT's operating environment and key risks. Risk appetite is documented in our Risk Appetite Statement, against which all key investment decisions are assessed.

  3. Risk Governance – The Board is supported in its oversight of the Risk Management Framework by the Sustainability and Risk Committee, which reviews the effectiveness of the Framework, and by the Audit Committee, the Leadership Team and the Investment Committee.

  4. Risk Culture – GPT maintains a transparent and accountable culture where risk is actively considered and managed in our day-to-day activities. Risk culture is assessed as part of all internal audits and tracked using a Risk Culture Scorecard.

  5. Risk Management Processes and Systems – GPT has robust processes and systems in place for the identification, assessment, treatment, assurance and reporting of risk.

5

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

DIRECTORS’ REPORT

Half year ended 30 June 2023

Management of key risks in the 2023 operating environment

The most material key risk currently facing the Group remains the potential impact on future financial performance of ongoing inflation and increases in interest rates. This impact is occurring directly through increased financing and other costs, and indirectly through changes in tenant demand, retail sales, supply chain disruption and in the transactions market for commercial real estate, both through a slowing in capital flows and a resetting of required investment returns. Closely aligned to interest rate risk is the risk of ongoing volatility and instability in global financial markets, with the potential to impact capital flows and slow activity in the real estate market generally. GPT's management and Board have implemented a number of measures to mitigate both of these risks, which are expected to require ongoing focus for the remainder of 2023.

There continues to be a level of uncertainty in the office property market regarding the long term impact of changing ways of working on demand for space. Levels of office leasing enquiry have been subdued, and office leasing is expected to remain challenging throughout the remainder of 2023.

GPT continues to monitor cyber risk closely. The Group holds limited personal identifying information, with the key risk in this area being potential interruption to business operations. A robust risk-based cyber security strategy is in place, aligned to the National Institute of Standards and Technology (NIST) Cyber Security Framework.

A full assessment of GPT’s key risks is set out in the table below.

Emerging risks

In addition to current risks, GPT also monitors emerging risks which have the potential to disrupt the business. In many cases, these will also present opportunities. A review of emerging risks and GPT's preparedness for them is undertaken every six months by both the GPT Leadership Team and the Sustainability and Risk Committee. Some of the issues considered in the first half of 2023 include:

  • Global economic uncertainty

  • The transition to clean energy

  • Global trends in ESG regulation

  • The shift to electric vehicles

  • Responding to societal expectations, and

  • Increasing geopolitical tensions.

Key risks

The following table sets out GPT’s material risks and our actions in response to them. Included in the table is an indication of the change in the level of each risk during the period.

Change in Residual
Risk for 6 months to Value Creation Input
Risk Our Response June 2023 Affected
Portfolio Operating and
Financial Performance
Our portfolio operating and
financial performance is
influenced by internal and
external factors including




A portfolio diversified by sector and geography
Structured review of market conditions twice a year,
including briefings from economists
Scenario modelling and stress testing of assumptions
to inform decisions
A disciplined investment and divestment approval
process, including sensitivities of impacts to gearing
No change
Rising inflation and
increases in interest
rates have the potential
to negatively impact
GPT's financial
performance, primarily




Our investors
Real estate
Our people
Environment
Our customers,
suppliers and
communities
our investment decisions, and returns, as well as extensive due diligence through increased cost
market conditions, interest requirements of debt, the potential for
rates, economic factors A development pipeline to enhance asset returns and a decline in asset
and potential disruption. maintain asset quality valuations and a re-
Active management of our assets, including leasing, to
ensure a large and diversified tenant base
setting of required
investment returns.
Experienced and capable management, supplemented
with external capabilities where appropriate
A structured program of investor engagement
Development A disciplined acquisition and development approval No change Our investors
Development provides the
Group with access to new,
high quality assets.
Delivering assets that
exceed our risk adjusted
return requirements and
meet our sustainability
objectives is critical to our



process, including extensive due diligence
requirements
Oversight of developments through regular cross-
functional Project Control Group meetings
Scenario modelling and stress testing of assumptions
to inform decisions
Experienced management capability
Application of a well defined development risk appetite
with metrics around the proportion of a portfolio under
development, contractor exposure and leasing pre-
There has been some
supply chain disruption
and costs have
increased as a result of
inflation, however these
risks are being
effectively managed
and are not impacting
project delivery at the
current time.



Real estate
Our people
Environment
Our customers,
suppliers and
communities
success. commitments

6

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

DIRECTORS’ REPORT

Half year ended 30 June 2023

Risk
Our Response
Change in Residual
Risk for 6 months to
June 2023
Value Creation Input
Affected
Risk
Our Response
Change in Residual
Risk for 6 months to
June 2023
Value Creation Input
Affected
Risk
Our Response
Change in Residual
Risk for 6 months to
June 2023
Value Creation Input
Affected
Capital Management
Effective capital
management is imperative
to meet the Group’s
ongoing funding
requirements and to
withstand market volatility.

Stated gearing range of 25 to 35 per cent consistent
with stable investment grade credit ratings in the “A”
range

Long term capital planning, including sensitivity of
asset valuation movements on gearing

Maintenance of a minimum liquidity buffer in cash and
surplus committed credit facilities

Diversified funding sources

Maintenance of a long weighted average debt term,
with limits on the maximum amount of debt expiring in
any 12 month period

Hedging of interest rates to keep exposure within policy

Limits on currency exposure

Limits on exposure to counterparties
No change
Significant liquidity is in
place and gearing sits
below the mid-point of
the stated range,
however the cost of
debt has increased
materially, and net
asset devaluations
have increased
gearing.

Our investors
Health and Safety
GPT is committed to

A culture of safety first and integration of safety risk
management across the business

Comprehensive health and safety management
No change
There have been no
changes in the period


Real estate

Our people

Our customers,
promoting and protecting
the health and safety of its
people, customers,
contractors and all users of
our assets.
systems

Training and education of employees and induction of
contractors

Engagement of specialist safety consultants to assist in
identifying risks and appropriate mitigation actions

Prompt and thorough investigation of all safety
incidents to ascertain root causes and prevent future
occurrences

Participation in knowledge sharing within the industry

Comprehensive Crisis Management and Business
Continuity Plans, tested annually
which have materially
impacted health and
safety risk.
suppliers and
communities
People and Culture

Active adoption and promotion of GPT’s values

A comprehensive employee Code of Conduct, including
No change
Key drivers of People

Our investors

Our people
Our ongoing success
depends on our ability to
attract, engage and retain
a motivated and high-
performing workforce to
deliver our strategic
objectives and an inclusive
culture that supports GPT's
core values.
consequences for non-compliance

Employee Engagement Surveys every 18 to 24 months
with action plans to address results

An annual performance management process, setting
objectives and accountability

Promotion of an inclusive workplace culture where
differences are valued, supported by policies and
training

Monitoring of both risk culture and conduct risk

An incentive system with capacity for discretionary
adjustments and clawback policy

Benchmarking and setting competitive remuneration

Development and succession planning

Workforce planning
and Culture risk during
the period have been a
tight employment
market resulting in
increased competition
for skilled resources,
and growth in GPT's
funds under
management,
increasing employee
numbers. A decrease in
employee turnover and
an increase in the
employee engagement
score indicate effective
management of this
risk.

7

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

DIRECTORS’ REPORT

Half year ended 30 June 2023

Risk
Our Response
Change in Residual
Risk for 6 months to
June 2023
Value Creation Input
Affected
Risk
Our Response
Change in Residual
Risk for 6 months to
June 2023
Value Creation Input
Affected
Environmental and
Social Sustainability
Delivering sustainable
outcomes for investors,
customers, communities
and the environment,
today and for future
generations, is essential.
GPT understands and
recognises that changes to
the environment and
society can affect our
assets and business
operations.

Extensive climate adaptation planning to ensure a
portfolio of climate resilient assets

An ISO 14001 certified Environment and Sustainability
Management System, including policies and
procedures for managing environmental and social
sustainability risks

Participation in the S&P Global Corporate Sustainability
Assessment, Global Real Estate Sustainability
Benchmark and other industry benchmarks

Climate related-risks and potential financial impacts are
assessed within GPT’s enterprise-wide Risk
Management Framework

Climate change reporting in line with the
recommendations of the Task Force on Climate-related
Financial Disclosures

Active community engagement via The GPT
Foundation, GPT’s Reconciliation Action Plan and other
targeted programs

A Modern Slavery Statement and program of work in
response to Modern Slavery legislation
No change
There has been no
material change to
GPT's sustainability
risk profile during the
period. GPT remains
highly proactive in its
management of ESG
risks, particularly
around supply chain
risk, energy use, the
changing regulatory
environment and
climate change.

Our investors

Real estate

Our people

Environment

Our customers,
suppliers and
communities
Technology and Cyber
Security
Our ability to prevent
critical outages, ensure
ongoing available system
access and respond to
major cyber security
threats and breaches of
our information technology
systems is vital to ensure
ongoing business
continuity and the safety of
people and assets.

A comprehensive technology risk management
framework, including third party risk management
procedures around cyber security

Policies, guidelines and standards for Information
Management and Privacy

Security testing and training completed by a specialist
external security firm, including penetration testing,
phishing exercises and social engineering testing

A Disaster Recovery Plan, including annual disaster
recovery testing, and a comprehensive Cyber Security
Incident Response Plan

External specialists and technology solutions in place
to monitor GPT platforms

Regular updates to technology hardware and software
incorporating recommended security patches

Annual cyber risk assessments

An Information Security Risk and Compliance
Committee overseeing information security

Alignment to the National Institute of Standards and
Technology (NIST) Cyber Security Framework

Regular review of security of information and
compliance with privacy regulations
Increased
The number of cyber
attacks impacting
Australian entities has
increased during the
period.

Real estate

Our people

Our customers,
suppliers and
communities
Compliance and
Regulation
We ensure compliance
with all applicable
regulatory requirements
through our established
policies and frameworks.

An experienced management team with Legal, Tax,
Finance, Compliance and Risk Management expertise

Engagement of external expert advisors as required

An internal and external audit program overseen by the
Audit Committee of the Board

Active management of the Group’s Compliance Plans,
in accordance with the requirements of the
Corporations Law

Internal committees such as a Market Disclosure
Committee, a Data Privacy Committee and a Cyber
Security Governance Committee to monitor key
compliance risks

An Anti-money Laundering and Counter-terrorism
Financing Policy, a Conflicts Management Policy, a
Whistleblower Policy, a Code of Conduct and other
internal policies and procedures which are reviewed
and enforced

An ongoing program of training which addresses all key
compliance requirements

Active involvement in the Property Council of Australia
and other industry bodies
No change
There has been no
material change in
GPT's compliance and
regulatory risk during
the period.

Our investors

Real estate

Our people

Environment

Our customers,
suppliers and
communities

8

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

DIRECTORS’ REPORT

Half year ended 30 June 2023

2. CLIMATE-RELATED RISKS AND OPPORTUNITIES

GPT outlines the steps that it is taking to identify and monitor, mitigate and adapt to climate change and other sustainability-related risks and opportunities in the Group's Climate Disclosure Statement, which is prepared with reference to the Task Force on Climate-related Financial Disclosures (TCFD) recommendations and is summarised on the following pages.

The threat of climate change is a global challenge. It presents numerous complex questions about the best approach to transition to an economy that aligns with the scientific imperative to limit global warming to 1.5 degrees. In 2022, Australia increased its decarbonisation ambitions. The COP27 United Nations Climate Change Conference in Egypt reinforced progress on the Paris Agreement targets and widened the conversation to the importance of nature-related risks, including biodiversity loss and water.

As the owner and manager of a $32.2 billion portfolio of retail, office and logistics assets across Australia, GPT understands the importance of our contribution to climate change mitigation efforts and planning for the business impacts of climate-related risks and opportunities.

Governance

GPT’s approach to managing climate change risk is overseen by the Board and the Sustainability and Risk Committee (SRC). Management report to the SRC on sustainability matters such as climate change risks and opportunities, compliance with GPT's environmental management system and the delivery of environmental performance targets.

GPT’s Chief Executive Officer and Managing Director is accountable for ensuring that the Group identifies, assesses, and manages material risks, including climate change and other sustainability risks, in accordance with GPT’s Risk Management Framework. The Chief Risk Officer manages the Sustainability Team, which is responsible for formulating and driving the implementation of GPT’s climate response, including decarbonisation and climate resilience. To achieve this, the Risk and Sustainability Team work closely with business units across GPT through a number of formalised delivery groups and committees.

Strategy

ESG leadership is a key pillar of GPT’s overarching business strategy which is outlined in the 'Our Strategy' section of the 2022 Annual Report. The Group’s strategy aims to deliver growing and predictable earnings for investors through owning, developing and managing a diversified portfolio of high quality real estate located in Australian capital cities and established regional centres.

Proactively identifying and managing key risks and opportunities related to climate change supports the achievement of this strategy. Our long term approach to our property investments and sustainability initiatives benefits our tenants and broader stakeholder groups. It improves the resilience of our assets to the impacts of transitional and physical climate risks.

As a result of our climate response strategy and GPT’s focus on climate resilience, we aim to contribute to an orderly and just transition to a low carbon economy. Within our transition plans, we consider strategic opportunities and co-benefits, such as sustainable financing options, climate related income generation and funds management opportunities which may arise in the change management process.

GPT’s net zero plan always entails measuring emissions, reducing and eliminating wherever feasible, and only offsetting residual emissions. Our targets are independently validated through Climate Active Carbon Neutral certifications. Our current emissions reduction actions and future targets are tracking well ahead of Australia’s commitments to the Paris Agreement and recently legislated emissions reduction targets

GPT has adopted two global warming scenarios to model the potential future impacts of climate change on our business and the resilience of our strategy. The two scenarios align with the Representative Concentration Pathways (RCP) recommended by the Intergovernmental Panel on Climate Change (IPCC). We have adopted a low emissions scenario aligned with RCP 2.6 and a high emissions scenario with RCP 8.5. These scenarios test the resilience of the Group’s strategy and help develop systems that address climate-related risks and opportunities.

Through workshops with GPT’s business units and supported by subject matter experts, we consider transitional and physical risks which may arise under low and high emissions scenarios and potential impacts on the business. Workshops also identify possible opportunities which may occur as a result of these risks. Transitional impacts could result from changes to policy, regulation and technology, and stakeholder expectations. Physical impacts could directly or indirectly damage or limit our capacity to operate in specific locations.

Additionally, as part of GPT’s ESG leadership strategy, we are also focusing on having a net positive impact on biodiversity. We have begun integrating nature-related risks and opportunity considerations into strategic decision making.

The scenarios adopted by GPT and a detailed analysis of the identified potential impacts, along with our mitigation and adaptation strategies can be found in the Group’s 2022 Climate Disclosure Statement.

Risk Management

Effective risk management is fundamental to GPT’s ability to achieve its strategic and operational objectives. By understanding and effectively managing risk, GPT can create and protect enterprise value and provide greater certainty and confidence for investors, employees, partners, and the communities in which we operate.

Our detailed risk management process identifies and addresses climate-related risks and opportunities. Through these risk processes, no specific climate-related risks have currently been identified that we believe could have a material adverse impact on our current business model or strategy.

Applying our enterprise-wide Risk Management Framework, GPT’s Risk Team monitors the operation of risk management processes and assists in identifying, assessing, treating, and monitoring identified risks. The Risk Team supports the Leadership Team, the GPT Board, the Funds Management Board, and their respective committees in ensuring we manage risk appropriately.

Included on GPT’s Key Risk Dashboard, climate change risk is reviewed every six months by the Board and the Sustainability and Risk Committee and quarterly by the Leadership Team. The Committee receives quarterly updates on the status of the actions and commitments disclosed in the metrics and targets section of GPT’s Climate Disclosure Statement.

9

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

DIRECTORS’ REPORT

Half year ended 30 June 2023

Metrics and Targets

GPT aspires to be an overall positive contributor to environmental sustainability by taking a leadership role in reducing carbon emissions across our operations and shifting towards a nature positive outcome.

We are progressing towards our net zero target of Climate Active Carbon Neutral (for Buildings) certifications for all assets that GPT operationally controls and which we have an ownership interest in by the end of 2024.[1]

During 2022, GPT also delivered Australia’s first Climate Active certified upfront embodied carbon neutral development at 143 Foundation Road, Truganina. A target is in place to deliver upfront embodied carbon neutral developments from 2023 onwards for all assets developed for GPT’s investment portfolio.

GPT monitors its direct climate impacts and reports on emissions, energy, water and waste for each property annually. Our Environment Dashboard includes a portfolio-level summary for all key metrics – electricity, water, fuels, recycling, and emissions – since 2005.

GPT sets environmental performance and resilience targets driven by operational optimisation programs and capital upgrades. Medium term operational emissions targets are also set at a portfolio level to inform energy procurement and offsets.

In areas outside of its control, GPT aims to influence outcomes, focusing on supporting its tenants to reduce their emissions. As outlined in our Climate Change and Energy Policy, GPT is committed to actively engaging with its stakeholders to reduce greenhouse gas emissions and energy use, reduce waste, manage water use, and protect biodiversity.

GPT’s corporate activities and business premises, including its travel and consumables, have been certified as carbon neutral by Climate Active since 2011. This certification covers material Scope 1, 2 and 3 emissions. GPT aims to reduce emissions through initiatives such as energy efficiency improvements at its offices and to use technology to reduce the frequency of business-related flights. Emissions that can’t be avoided in these areas are offset to ensure GPT’s net emissions from our operations are zero.

GPT obtains independent external assurance over sustainability performance data, details of which are in Appendix C of the Group’s 2022 Sustainability Report.

Find out more

GPT's 2022 Climate Disclosure Statement is available on our website: www.gpt.com.au.

3. EVENTS SUBSEQUENT TO REPORTING DATE

The Directors are not aware of any matter or circumstance occurring since 30 June 2023 that has significantly or may significantly affect the operations of the Consolidated Entity, the results of those operations or the state of affairs of the Consolidated Entity in the subsequent financial periods.

4. DIRECTORS

The Directors of GPT Management Holdings Limited and GPT RE Limited at any time during or since the end of the half year are:

Chairman, Non-Executive Director

Vickki McFadden (joined the Board in March 2018, appointed Chairman in May 2018)

Chief Executive Officer and Managing Director

Bob Johnston (joined the Board in September 2015)

Non-Executive Directors

Anne Brennan (joined the Board in May 2022)

Shane Gannon (joined the Board on 1 May 2023)

Tracey Horton AO (joined the Board in May 2019)

Mark Menhinnitt (joined the Board in October 2019)

Michelle Somerville (joined the Board in December 2015 and retired following the Annual General Meeting on 10 May 2023)

Robert Whitfield AM (joined the Board in May 2020)

5. 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 12 and forms part of the Directors’ Report.

6. ROUNDING OF AMOUNTS

The amounts contained in this report and in the financial statements have been rounded to the nearest thousand dollars unless otherwise stated (where rounding is applicable) under the option available to the Consolidated Entity under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191. The Consolidated Entity is an entity to which the Instrument applies.

1 The majority of logistics assets are operationally controlled by tenants.

10

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

DIRECTORS’ REPORT

Half year ended 30 June 2023

The Directors’ Report is signed in accordance with a resolution of the Directors of GPT Management Holdings Limited.

==> picture [127 x 51] intentionally omitted <==

==> picture [106 x 52] intentionally omitted <==

_____ __________ Vickki McFadden Bob Johnston Chairman Chief Executive Officer and Managing Director Sydney 14 August 2023

11

==> picture [77 x 59] intentionally omitted <==

Auditor’s Independence Declaration

As lead auditor for the review of GPT Management Holdings Limited for the half-year ended 30 June 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 review; and

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

This declaration is in respect of GPT Management Holdings Limited and the entities it controlled during the period.

==> picture [120 x 38] intentionally omitted <==

Debbie Smith Partner PricewaterhouseCoopers

Sydney 14 August 2023

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

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

Liability limited by a scheme approved under Professional Standards Legislation.

12

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Half year ended 30 June 2023

Note 30 Jun 23
30 Jun 22
$'000
$'000
Revenue
Funds management fees
Property management fees
Development management fees
Management costs recharged
Other income
Interest revenue
Other
57,918
53,144
23,955
16,858
12,647
11,616
24,267
15,550
118,787
97,168
1,467
35
5,411
4,576
6,878
4,611
Total revenue and other income
Expenses
Remuneration expenses
Share of after tax loss of equity accounted investments
Property expenses and outgoings
Technology expenses
Professional fees
Depreciation of right-of-use asset
Depreciation
Amortisation
Revaluation of financial arrangements
Impairment expense/(reversal)
Finance costs
Other expenses
Total expenses
Profit before income tax
Income tax expense
Net profit for the half year
Other comprehensive income
Items that may be reclassified to profit and loss
Net foreign exchange translation gain/(loss)
Total comprehensive profit for the half year
Net profit attributable to:
- Members of the Company
- Non-controlling interest
Total comprehensive income attributable to:
- Members of the Company
- Non-controlling interest
Earnings per share attributable to the ordinary equity holders of the Company
Basic and diluted earnings per share (cents per share) - total
8(a)
125,665
101,779
78,404
60,140
2
75
2,816
1,920
8,184
7,724
2,679
2,146
5,247
5,333
1,495
1,182
959
800
4,754
783
81
(2,383)
3,178
1,543
6,454
6,464
114,253
85,727
11,412
16,052
5,079
4,696
6,333
11,356
23
(9)
6,356
11,347
6,334
11,392
(1)
(36)
6,357
11,383
(1)
(36)
0.33
0.59

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

13

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2023

Note 30 Jun 23
31 Dec 22
$'000
$'000
ASSETS
Current assets
Cash and cash equivalents
Trade receivables
Other receivables
Current tax asset
Inventories
4
Prepayments
Total current assets
Non-current assets
Intangible assets
3
Property, plant and equipment
5
Inventories
4
Equity accounted investments
2
Right-of-use assets
Deferred tax asset
Other assets
6
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Payables
Provisions
Borrowings
10
Lease liabilities
Total current liabilities
Non-current liabilities
Borrowings
10
Provisions
Lease liabilities
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
7
Reserves
Accumulated losses
Total equity attributable to Company members
Non-controlling interests
Total equity
25,974
17,185
83,264
77,962
772
39,260
7,636
6,186
14,058
13,406
4,036
5,642
135,740
159,641
21,642
22,535
9,902
10,579
169,755
163,994
24,701
24,587
27,191
32,966
21,348
22,584
20,907
18,846
295,446
296,091
431,186
455,732
43,437
60,707
22,080
19,735
6,046
2,721
11,037
10,888
82,600
94,051
213,709
229,451
13,760
11,989
31,635
37,217
259,104
278,657
341,704
372,708
89,482
83,024
331,842
331,842
18,405
18,280
(278,579)
(284,913)
71,668
65,209
17,814
17,815
89,482
83,024

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

14

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Half year ended 30 June 2023

Equity attributable to Company Members Company
Non-controlling interests
Contributed
Reserves
Accumulated
Total
Contributed
Accumulated
Total
Total
equity
losses
equity
losses
equity
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
331,842
18,235
(307,422)
42,655
21,172
(3,302)
17,870
60,525
At 1 January 2022
Foreign currency translation reserve
Other comprehensive income for the half year
Profit for the half year
Total comprehensive income for the half year
Transactions with Members in their capacity as Members
Movement in employee incentive security scheme reserve net of tax
At 30 June 2022
Equity attributable to Company Members
At 1 January 2023
Foreign currency translation reserve
Other comprehensive income for the half year
Profit for the half year
Total comprehensive income for the half year
Transactions with Members in their capacity as Members
Movement in employee incentive security scheme reserve net of tax
At 30 June 2023

(9)

(9)



(9)

(9)

(9)



(9)


11,392
11,392

(36)
(36)
11,356

(9)
11,392
11,383

(36)
(36)
11,347

14

14



14
331,842
18,240
(296,030)
54,052
21,172
(3,338)
17,834
71,886
331,842
18,280
(284,913)
65,209
21,172
(3,357)
17,815
83,024

23

23



23

23

23



23


6,334
6,334

(1)
(1)
6,333

23
6,334
6,357

(1)
(1)
6,356

102

102



102
331,842
18,405
(278,579)
71,668
21,172
(3,358)
17,814
89,482

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

15

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

CONSOLIDATED STATEMENT OF CASH FLOWS

Half year ended 30 June 2023

Note 30 Jun 23
30 Jun 22
$'000
$'000
Cash flows from operating activities
Receipts in the course of operations (inclusive of GST)
Payments in the course of operations (inclusive of GST)
Proceeds from the sale of inventories
Payments for inventories
Interest received
Finance costs paid
Income taxes paid
Net cash inflows/(outflows) from operating activities
11
Cash flows from investing activities
Payments for property, plant and equipment
Payments for intangibles
Purchases of securities for the employee incentive schemes
Net cash outflows from investing activities
Cash flows from financing activities
Repayments of related party borrowings
Proceeds from related party borrowings
Proceeds from borrowings
Principal elements of lease payments
Net cash (outflows)/inflows from financing activities
Net cash increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the half year
Cash and cash equivalents at the end of the half year
123,262
105,056
(112,846)
(93,544)
38,488

(4,670)
(9,702)
628
34
(817)
(930)
(5,199)
(7,446)
38,846
(6,532)
(820)
(633)
(66)
(686)
(4,646)
(1,662)
(5,532)
(2,981)
(318,308)
(117,032)
299,216
132,862

175
(5,433)
(5,092)
(24,525)
10,913
8,789
1,400
17,185
16,590
25,974
17,990

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

16

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

Half year ended 30 June 2023

These are the consolidated financial statements of GPT Management Holdings Limited and its controlled entities (the Consolidated Entity).

The notes to these financial statements have been organised into sections to help users find and understand the information they need to know. Additional information has also been provided where it is helpful to understand the Consolidated Entity’s performance.

The notes to the financial statements are organised into the following sections:

Note 1 - Result for the half year : focuses on results and performance of the Consolidated Entity.

Notes 2 to 6 - Operating assets and liabilities : provides information on the assets and liabilities used to generate the Consolidated Entity’s trading performance.

Notes 7 to 10 - Capital structure : outlines how the Consolidated Entity manages its capital structure.

Notes 11 to 16 - Other disclosure items : provides information on other items that must be disclosed to comply with Australian Accounting Standards and other regulatory pronouncements.

Key judgements, estimates and assumptions

In applying the Consolidated Entity’s accounting policies, management has made a number of judgements, estimates and assumptions regarding future events. Management have assessed key judgements and estimates the current economic uncertainty arising from higher inflation, rising interest rates and slowing capital flows.

The following judgements and estimates have the potential to have a material impact on the financial statements:

Financial statement item Area of judgements and estimates Note
Equity accounted investments Assessment of control versus significant influence 2
Management rights with indefinite life Impairment trigger and recoverable amounts 3
IT development and software Impairment trigger and recoverable amounts 3
Inventories Lower of cost and net realisable value 4
Property, plant and equipment Useful life 5
Related party borrowings at fair value Fair value 10
Investment in financial assets Fair value 14
Contract assets Amortisation period 15(c)(i)
Lease liabilities Lease term and incremental borrowing rate 15(c)(iii)
Right-of-use assets Impairment trigger and recoverable amounts 15(c)(iii)
Deferred tax assets Recoverability 15(c)(iv)
Security based payments Fair value 15(c)(v)
Provisions Estimates of future obligations and probability of outflow 15(c)(vi)

17

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

Half year ended 30 June 2023

RESULT FOR THE HALF YEAR

1. SEGMENT INFORMATION

The chief operating decision makers monitor the performance of the business in a manner consistent with that of the financial report. Refer to the Consolidated Statement of Comprehensive Income for the segment financial performance and the Consolidated Statement of Financial Position for the total assets and liabilities.

OPERATING ASSETS AND LIABILITIES

2. EQUITY ACCOUNTED INVESTMENTS

2. EQUITY ACCOUNTED INVESTMENTS
Note 30 Jun 23
31 Dec 22
$'000
$'000
Investments in joint ventures
(i)
Investments in associates
(ii)
14,700
14,586
10,001
10,001
Total equity accounted investments 24,701
24,587
(a) Details of equity accounted investments
Name
Principal activity
Ownership interest
30 Jun 23
31 Dec 22
%
%
30 Jun 23
31 Dec 22
$'000
$'000
(i) Joint ventures
Lendlease GPT (Rouse Hill) Pty Limited
(1)
Property development
50.00
50.00
14,700
14,586
Total investment in joint ventures
(ii) Associates
14,700
14,586
DPT Operator No. 1 Pty Limited
Management
91.67
91.67
DPT Operator No. 2 Pty Limited
Management
91.67
91.67

1
1
GPT Funds Management Limited
Funds management
100.00
100.00
10,000
10,000
Total investment in associates 10,001
10,001

(1) The entity has a 30 June balance date. The Consolidated Entity has a 50 per cent interest in Lendlease GPT (Rouse Hill) Pty Limited, a joint venture developing residential and commercial land at Rouse Hill, in partnership with Landcom and the NSW Department of Planning. The Consolidated Entity’s interest is held through a subsidiary that is 52 per cent owned by the Consolidated Entity and 48 per cent owned by the Trust.

18

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

Half year ended 30 June 2023

3. INTANGIBLE ASSETS

Management
IT development
rights
and software
Total
$'000
$'000
$'000
Cost
At 1 January 2022
Additions
Transfers
At 31 December 2022
Additions
At 30 June 2023
Accumulated amortisation and impairment
At 1 January 2022
Amortisation
Impairment reversal
At 31 December 2022
Amortisation
At 30 June 2023
Carrying amounts
At 31 December 2022
At 30 June 2023
52,042
46,312
98,354

994
994

(126)
(126)
52,042
47,180
99,222

66
66
52,042
47,246
99,288
(52,042)
(33,283)
(85,325)

(1,547)
(1,547)
10,185

10,185
(41,857)
(34,830)
(76,687)

(959)
(959)
(41,857)
(35,789)
(77,646)
10,185
12,350
22,535
10,185
11,457
21,642

Management Rights

Management rights include property management and development management rights. Rights are initially measured at cost and rights with a definite life are subsequently amortised over their useful life.

For the management rights of Highpoint Shopping Centre, management considers the useful life as indefinite as there is no fixed term included in the management agreement. Therefore, the Consolidated Entity considered indicators of impairment or reversal at balance date. Assets are impaired if the carrying value exceeds their recoverable amount. The recoverable amount is determined using a discounted cash flow. A 13.50% pre-tax discount rate and 2.99% growth rate have been applied to these asset specific cash flow projections.

IT development and software

Costs incurred in developing systems and acquiring software and licenses that will contribute future financial benefits and which the Consolidated Entity controls (therefore excluding Software as a Service) are capitalised until the software is capable of operating in the manner intended by management. These include external direct costs of materials and services and direct payroll and payroll related costs of employees’ time spent on the project. Amortisation is calculated on a straight-line basis over the length of time that benefits are expected to be received, generally ranging from 5 to 10 years.

IT development and software are assessed for impairment at each reporting date by evaluating if any impairment triggers exist. Where impairment indicators exist, management calculates the recoverable amount. The asset is impaired if the carrying value exceeds the recoverable amount. Critical judgements are made by management in setting appropriate impairment indicators and assumptions used to determine the recoverable amount.

Management believe the carrying value reflects the recoverable amount.

Costs incurred in relation to Software as a Service are recognised as an expense as incurred.

19

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

Half year ended 30 June 2023

4. INVENTORIES

4.
INVENTORIES
30 Jun 23
31 Dec 22
$'000
$'000
Development properties
Current inventories
Development properties
Properties held for sale
Non-current inventories
Total inventories
14,058
13,406
14,058
13,406
113,902
108,994
55,853
55,000
169,755
163,994
183,813
177,400

Properties held as inventory are stated at the lower of cost and net realisable value (NRV).

Cost

Cost includes the cost of acquisition and any subsequent capital additions. For development properties, cost also includes development, finance costs and all other costs directly related to specific projects including an allocation of direct overhead expenses. Post completion of the development, finance costs and other holding charges are expensed as incurred. When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. For wholly owned, internally managed developments, this expense is determined on a forward looking, revenue proportional basis.

NRV

The NRV is the estimated selling price in the ordinary course of business less estimated costs to sell. At each reporting date, management reviews these estimates by taking into consideration:

  • the most reliable evidence; and

  • any events which confirm conditions existing at the period end and cause any fluctuations of selling price and costs to sell.

The amount of any inventory write down is recognised as an impairment expense in the Consolidated Statement of Comprehensive Income.

The Consolidated Entity completed NRV assessments for each inventory asset for the period and has compared the results to the cost of each asset. As a result, an impairment reversal of $458,000 was recorded against the Metroplex inventory asset.

5. PROPERTY, PLANT AND EQUIPMENT

5.
PROPERTY, PLANT AND EQUIPMENT
30 Jun 23
31 Dec 22
$'000
$'000
Computers
At cost
Less: accumulated depreciation
Total computers
Office fixtures and fittings
At cost
Less: accumulated depreciation
Less: accumulated impairment
Total office fixtures and fittings
Solar installations
At cost
Total solar installations
Total property, plant and equipment
24,678
23,970
(19,119)
(18,001)
5,559
5,969
15,965
15,965
(13,009)
(12,632)
(335)
(335)
2,621
2,998
1,722
1,612
1,722
1,612
9,902
10,579

20

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

Half year ended 30 June 2023

5. PROPERTY, PLANT AND EQUIPMENT (continued)

Reconciliations of the carrying amount of property, plant and equipment at the beginning and end of the financial period are set out below:

Office
fixtures
Solar
Computers
& fittings
installations
Total
$'000
$'000
$'000
$'000
At 1 January 2022
Opening carrying value
Additions
Disposals
Transfers
Depreciation
5,376
3,778

9,154
2,299
44
1,694
4,037
(32)

(82)
(114)
176
(50)

126
(1,850)
(774)

(2,624)
At 31 December 2022 5,969
2,998
1,612
10,579
At 1 January 2023
Opening carrying value
Additions
Disposals
Depreciation
At 30 June 2023
5,969
2,998
1,612
10,579
719

110
829
(11)


(11)
(1,118)
(377)

(1,495)
5,559
2,621
1,722
9,902

The value of property, plant and equipment is measured as the cost of the asset less depreciation and impairment. The cost of the asset includes acquisition costs and any costs directly attributable to bring the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Consolidated Entity and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the Consolidated Statement of Comprehensive Income during the financial period in which they are incurred.

Depreciation

Items of property, plant and equipment are depreciated on a straight-line basis over their useful lives. The estimated useful life is between 3 and 40 years.

Impairment

The Consolidated Entity tests property, plant and equipment for impairment where there is an indicator that the asset may be impaired. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

The Consolidated Entity has assessed the property plant and equipment for impairment indicators and believe the current carrying values are appropriate.

Disposals

Gains and losses on disposals are determined by comparing proceeds from disposals with the carrying amount of the property, plant and equipment and are included in the Consolidated Statement of Comprehensive Income in the period of disposal.

Solar installations

Solar arrays are owned by the Consolidated Entity and installed on GPT managed logistics assets. The Consolidated Entity is a party to a back to back power purchase agreement between the energy provider and the tenant. This arrangement has been put in place to give the tenants access to sustainably produced electricity at a competitive price.

6. OTHER ASSETS

30 Jun 23
31 Dec 22
$'000
$'000
Lease incentive assets
Investment in financial assets
Other assets
Contract asset
Deposits
Total other assets
117
172
3,901
14
4,170
3,153
11,635
15,507
1,084
20,907
18,846

21

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

Half year ended 30 June 2023

CAPITAL STRUCTURE

7. EQUITY AND RESERVES

Number
$'000
Ordinary stapled securities
Opening securities on issue at 1 January 2022
1,915,577,430
331,842
Closing securities on issue at 30 June 2022 1,915,577,430
331,842
Opening securities on issue at 1 January 2023
Closing securities on issue at 30 June 2023
8. EARNINGS PER SHARE
(a)
Basic and diluted earnings per share
1,915,577,430
331,842
1,915,577,430
331,842
30 Jun 23
30 Jun 22
Cents
Cents
Total basic and diluted earnings per share
(b)
The profit used in the calculation of the basic and diluted earnings per share is as follows:
Profit reconciliation - basic and diluted
0.33
0.59
30 Jun 23
30 Jun 22
$'000
$'000
Profit attributable to members of the Company 6,334
11,392

(c) WANOS The weighted average number of ordinary shares (WANOS) used in the calculations of basic and diluted earnings per ordinary share are as follows:

30 Jun 23
30 Jun 22
Number of
Number of
shares
shares
‘000s
‘000s
WANOS used as denominator in calculating basic earnings per ordinary share
Performance security rights (weighted average basis)(1)
WANOS used as denominator in calculating diluted earnings per ordinary share
1,915,577
1,915,577
716
1,198
1,916,293
1,916,775

(1) Performance security rights granted under the employee incentive schemes are only included in dilutive earnings per ordinary share calculation if they meet the hurdles at the end of the period as if the end of the period were the end of the contingency period.

Calculation of earnings per share

Basic earnings per share is calculated as net profit or loss attributable to ordinary shareholders of the Company, divided by the WANOS outstanding during the financial period which is adjusted for bonus elements in ordinary shares issued during the financial period.

Diluted earnings per share is calculated as net profit or loss attributable to ordinary shareholders of the Company divided by the WANOS and dilutive potential ordinary securities. Where there is no difference between basic earnings per share and diluted earnings per share, the term basic and diluted earnings per ordinary share is used.

9. DIVIDENDS PAID AND PAYABLE

The Company has not paid or declared dividends for the half year to 30 June 2023 (2022: nil).

22

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

Half year ended 30 June 2023

10. BORROWINGS

30 Jun 23
31 Dec 22
Carrying
amount(1)
Fair
value(2)
Carrying
amount(1)
Fair
value(2)
$'000
$'000
$'000
$'000
Current borrowings at amortised cost - secured
Current related party borrowings from GPT Trust at amortised cost
Current borrowings
Non-current borrowings from joint ventures at amortised cost
Non-current related party borrowings from GPT Trust at amortised cost
Non-current related party borrowings from GPT Trust at fair value
Non-current borrowings
Total borrowings
2,719
2,723
2,721
2,723
3,327
3,327

6,046
6,050
2,721
2,723
6,636
6,636
6,636
6,636
165,383
165,383
185,811
185,811
41,690
41,690
37,004
37,004
213,709
213,709
229,451
229,451
219,755
219,759
232,172
232,174

(1) Including unamortised establishment costs.

(2) For the majority of borrowings, the carrying amount approximates its fair value. Excluding unamortised establishment costs.

The related party borrowings from GPT Trust at fair value are subject to limited recourse based on available funds determined by the repayment fund calculation in the loan agreement. During the period, management determined the fair value of these borrowings by forecasting a best estimate of future repayments. The repayments have been discounted at a risk adjusted rate appropriate to the Consolidated Entity to determine the fair value. This has resulted in a revaluation increase of $4,686,000 being recognised on the face of the Consolidated Statement of Comprehensive Income during the period as a result of the historical loans with the Trust being valued at $41,690,000 at 30 June 2023 (Dec 2022: $37,004,000). Refer to note 14 for further information on the fair value calculations.

GPT Trust has suspended interest in connection with the above loans from 3 September 2015. The lender has the option to reinstate interest. The loans are accounted for as non-revolving interest free borrowings that are revalued each reporting date in accordance with accounting standards. Borrowings other than interest free loans are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method. Under this method, any transaction fees, costs, discounts and premiums directly related to the borrowings are recognised in the Consolidated Statement of Comprehensive Income over the expected life of the borrowings.

The maturity profile of borrowings is provided below:

Total
Used
facility(1)
facility(1)
$'000
$'000
Unused
facility

$'000
Due within one year
Due between one and five years
Due after five years
Cash and cash equivalents
Less: cash and cash equivalents held for AFSLs
Total financing resources available at the end of the half year
6,050
6,050
86,237
42,445
531,717
525,491
624,004
573,986

43,792
6,226
50,018
25,974
(10,950)
65,042

(1) Excludes unamortised establishment costs and fair value adjustments.

Cash and cash equivalents includes cash on hand, cash at bank and short term money market deposits.

The borrowings set out in the maturity table above include the nominal value of the related party loans which are carried at fair value in the Consolidated Statement of Financial Position.

23

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

Half year ended 30 June 2023

OTHER DISCLOSURE ITEMS

11. CASH FLOW INFORMATION

(a) Cash flows from operating activities

Reconciliation of net profit after income tax to net cash inflows from operating activities:

Reconciliation of net profit after income tax to net cash inflows from operating activities:
30 Jun 23
30 Jun 22
$'000
$'000
Net profit for the year 6,333
11,356
2
75
81
(2,383)
(935)
1,832
68
196
(769)
(638)

4
1,495
1,182
5,247
5,333
959
800
3,945

3,121
1,235
4,686
587
(4,670)
(9,702)
38,488

(6,418)
1,612
(12,836)
(18,044)
49
23
Share of after tax loss of equity accounted investments (net of distributions)
Impairment expense/(reversal)
Non-cash employee benefits - security based payments
Fair value movement of investment in Trust
Interest capitalised
Amortisation of rental abatement
Depreciation expense
Depreciation of right-of-use assets
Amortisation expense
Amortisation of contract asset
Non-cash finance costs
Revaluation of financial arrangements
Payments for inventories
Proceeds from inventories
(Decrease)/increase in operating assets
Increase in operating liabilities
Other
Net cash inflows/(outflows) from operating activities 38,846
(6,532)

12. COMMITMENTS

(a) Commitments

Capital expenditure commitments relating to property, plant and equipment at 30 June 2023 were $1,531,000 (Dec 2022: $1,047,000).

Other contractual commitments at 30 June 2023 were $11,334,000 (Dec 2022: $955,000).

Commitments arise from the purchase of plant and equipment, and other commitments relating to development costs (including land) and committed tenant incentives, which have been contracted for at balance date but not recognised on the Consolidated Statement of Financial Position.

(b) Commitments relating to equity accounted investments

30 Jun 23
31 Dec 22
$'000
$'000
Capital expenditure commitments
Total joint venture and associates commitments
60
218
60
218

The capital expenditure commitments in the Consolidated Entity’s equity accounted investments at 30 June 2023 relate to Lendlease GPT (Rouse Hill) Pty Limited (Dec 2022: Lendlease GPT (Rouse Hill) Pty Limited).

13. CONTINGENT LIABILITIES

A contingent liability is a liability that is not sufficiently certain to qualify for recognition as a provision where uncertainty may exist regarding the outcome of future events.

The Company has provided guarantees over GPT RE Limited as responsible entity of the Trust’s obligations under various financing arrangements (including bank facilities, US Private Placement issuances, medium term notes and commercial paper program) and derivative obligations. As at 30 June 2023, the maximum value of these obligations assuming all the loans are fully drawn is A$5.78 billion, with the latest maturity covered by these guarantees in December 2035.

Apart from the matter referred to above, there are no other material contingent liabilities at reporting date.

24

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

Half year ended 30 June 2023

14. FAIR VALUE DISCLOSURES

Information about how the fair value of financial instruments are calculated and other information required by the accounting standards, including the valuation process and critical assumptions underlying the valuations are disclosed below.

(a) Fair value measurement, valuation techniques and inputs

Class of assets / Fair value Valuation Classification under Inputs used to Range of unobservable inputs Range of unobservable inputs
liabilities hierarchy technique AASB 9 measure fair value 30 Jun 23 31 Dec 22
Investment in financial Level 1 Market price Fair value through the Market price Not applicable - observable input
assets profit and loss
Interest free loans from Level 3 Discounted cash Fair value through the Discount rate 7.29% 7.20%
the Trust flow profit and loss

The different levels of the fair value hierarchy have been defined as follows:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

15. ACCOUNTING POLICIES, KEY JUDGEMENTS AND ESTIMATES

(a) Basis of preparation

The general purpose financial report has been prepared:

  • in accordance with the requirements of the Company’s constitution, Corporations Act 2001 , Australian Accounting Standard AASB 134 Interim Financial Reporting;

  • in accordance with the recognition and measurement requirements of the International Financial Reporting Standards (IFRS) adopted by the International Accounting Standards Board (IASB);

  • on a going concern basis. The Consolidated Entity has prepared an assessment of its ability to continue as a going concern, taking into account all available information for a period of 12 months from the date of these financial statements. As set out in note 10, the Consolidated Entity has access to $65,042,000 in cash and undrawn loan facilities and future cashflow assessments have been made, taking into consideration appropriate probability-weighted factors. The Consolidated Entity is confident in the belief it will realise its assets and settle its liabilities and commitments in the normal course of business for at least the amounts stated in the financial statements. (Refer to section (b) for further information);

  • under the historical cost convention, as modified by the revaluation for financial assets and liabilities at fair value through the Consolidated Statement of Comprehensive Income;

  • using consistent accounting policies and adjustments to align any dissimilar accounting policies adopted by the controlled entities, associates or joint ventures; and

  • in Australian dollars with all values rounded to the nearest thousand dollars, in accordance with ASIC Corporations (Rounding in Financial/ Directors’ Reports) Instrument 2016/191, unless otherwise stated.

This interim financial report does not include all the notes of the type normally included within the annual financial report. Therefore, it is recommended this report be read in conjunction with the annual financial report for the year ended 31 December 2022.

Comparatives in the financial statements have been restated to the current year presentation.

The financial report was approved by the Board of Directors on 14 August 2023.

(b) Going Concern The Consolidated Entity’s financial position is highly dependent on the financial position of GPT given that the Consolidated Entity is funded through intercompany loans from GPT.

GPT believes it is able to meet its liabilities and commitments as and when they fall due for at least 12 months from the reporting date. In reaching this position, GPT has taken into account the following factors:

  • Available liquidity, through cash and undrawn facilities, of $1,476.4 million (after allowing for refinancing of $326.6 million of outstanding commercial paper) as at 30 June 2023;

  • Weighted average debt expiry of 6.1 years, with sufficient liquidity in place to cover the $202.7 million of debt (excluding commercial paper outstanding) due between the date of this report and 30 June 2024;

  • Primary covenant gearing of 28.4 per cent, compared to a covenant level of 50.0 per cent; and

  • Interest cover ratio for the six months to 30 June 2023 of 4.6 times, compared to a covenant level of 2.0 times.

(c) Significant accounting policies

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period with the exception of new and amended standards and interpretations commencing 1 January 2023 which were adopted where applicable.

(i) Revenue

Revenue from contracts with customers Revenue is recognised over time if:

  • the customer simultaneously receives and consumes the benefits as the entity performs;

  • the customer controls the asset as the entity creates or enhances it; or

  • the seller’s performance does not create an asset for which the seller has an alternative use and there is a right to payment for performance to date.

When the above criteria is not met, revenue is recognised at a point in time.

25

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

Half year ended 30 June 2023

15. ACCOUNTING POLICIES, KEY JUDGEMENTS AND ESTIMATES (continued)

The Consolidated Entity recognised $15,906,000 of contract assets during 2022, which amortise over a contract period of two years beginning 16 December 2022. Amortisation of this asset offsets revenue from Funds management fees, or is recognised in expenses in the Consolidated Statement of Comprehensive Income depending on the nature of the contract payments made.

(ii) Trade receivables

Loans and receivables are initially recognised at fair value and subsequently at amortised cost using the effective interest rate method less any allowance under the ‘expected credit loss’ (ECL) model. The Consolidated Entity holds these financial assets in order to collect the contractual cash flows, and the contractual terms are solely payments of outstanding principal and interest on the principal amount outstanding.

All loans and receivables with maturities greater than 12 months after the balance date are classified as non-current assets.

Recoverability of receivables

Management has assessed whether trade receivables are “credit impaired”, and recognised a loss allowance equal to the lifetime ECL. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset is expected to occur.

Lifetime ECLs are the ECLs result from all possible default events over the expected life of the trade receivable and are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the contracted cash flows due to the Consolidated Entity in accordance with the contract and the cash flows that the Consolidated Entity expects to receive).

The Consolidated Entity analyses the age of outstanding receivable balances and applies historical default percentages adjusted for other current observable data as a means to estimate lifetime ECL. Other current observable data may include:

  • forecasts of economic conditions such as unemployment, interest rates, gross domestic product and inflation; and

  • financial difficulties of a counterparty or probability that a counterparty will enter bankruptcy.

Debts that are known to be uncollectible are written off when identified.

(iii) Leases

Payments associated with short term leases and leases of low value assets are recognised on a straight-line basis as an expense in the Consolidated Statement of Comprehensive Income. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture.

Lease liabilities are initially measured at the present value of the lease payments discounted using the interest rate implicit in the lease. If that rate cannot be determined, the Consolidated Entity’s incremental borrowing rate is used. The incremental borrowing rate is calculated by interpolating or extrapolating secondary market yields on the Group’s domestic medium term notes (MTNs) for a term equivalent to the lease. If there are no MTNs that mature within a reasonable proximity of the lease term, indicative pricing of where the Group can price a new debt capital market issue for a comparative term will be used in the calculation.

Lease liabilities are subsequently measured by:

  • increasing the carrying amount to reflect interest on the lease liabilities;

  • reducing the carrying amount to reflect the lease payments made; and

  • remeasuring the carrying amount to reflect any reassessment or lease modifications.

Interest on the lease liabilities and any variable lease payments not included in the measurement of the lease liabilities are recognised in the Consolidated Statement of Comprehensive Income in the period in which they relate. Interest on lease liabilities included in finance costs in the Consolidated Statement of Comprehensive Income totalled $712,000 for the half year (Jun 2022: $880,000).

Right-of-use assets are measured at cost less depreciation and impairment and adjusted for any remeasurement of the lease liability. The cost of the asset includes:

  • the amount of the initial measurement of the lease liability;

  • any lease payments made at or before the commencement date less any lease incentives received;

  • any initial direct costs; and

  • restoration costs.

Additions to the right-of-use assets during the period were nil (Dec 2022:Nil).

Right-of-use assets are depreciated on a straight-line basis from the commencement date of the lease to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

The Consolidated Entity determines the lease term as the non-cancellable period of a lease together with both:

  • the periods covered by an option to extend the lease if it is reasonably certain to exercise that option; and

  • periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option.

Management considers all the facts and circumstances that create an economic incentive to exercise an extension option or not exercise a termination option. This assessment is reviewed if a significant event or a significant change in circumstances occurs which affects this assessment and that is within the control of the lessee. Management has considered this assessment and no significant events or changes in circumstances are deemed necessary.

The Consolidated Entity tests right-of-use assets for impairment where there is an indicator that the asset may be impaired. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

The Consolidated Entity has assessed the right-of-use assets for impairment indicators and has calculated the recoverable amount where indicators exist. This has resulted in impairment of $528,000 for the half year (Jun 2022: $2,392,000 reversal).

The Consolidated Entity’s right-of-use assets are all property leases.

26

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

Half year ended 30 June 2023

15. ACCOUNTING POLICIES, KEY JUDGEMENTS AND ESTIMATES (continued)

(iv) Deferred tax

Deferred income tax liabilities are recognised for all taxable temporary differences.

Deferred income tax assets are recognised for all deductible temporary differences, carried forward unused tax assets and unused tax losses, to the extent it is probable that taxable profit will be available to utilise them. The carrying amount of deferred income tax assets is reviewed and reduced to the extent that it is no longer probable that sufficient taxable profit will be available.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date.

Deferred income tax is provided on temporary differences at the reporting date between accounting carrying amounts and the tax cost bases of assets and liabilities, other than for the following where taxable temporary differences relate to investments in subsidiaries, associates and interests in joint ventures:

  • Deferred tax liabilities are not recognised if the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

  • Deferred tax assets are not recognised if it is not probable that the temporary differences will reverse in the foreseeable future and taxable profit will not be available to utilise the temporary differences.

(v) Security based payments The fair value of the performance rights is recognised as an employee benefit expense with a corresponding increase in the employee benefits provision or in the employee security scheme reserve in equity. Fair value is measured at each reporting period, recognised over the period from the service commencement date to the vesting date of the performance rights. Non-market vesting conditions are included in the calculation of the number of rights that are expected to vest. At each reporting date, GPT revises its estimate of the number of performance rights that are expected vest and the employee benefit expense recognised each reporting period takes into account the most recent estimate. The impact of the revision to original estimates, if any, is recognised in the Consolidated Statement of Comprehensive Income with a corresponding adjustment to employee benefits provision.

Fair value of the performance rights issued under LTI is determined using the Monte Carlo simulation and the Black Scholes methodologies. Fair value of the restricted securities under DSTI is determined using the security price.

(vi) Provisions

Provisions are recognised when:

  • the Consolidated Entity has a present obligation (legal or constructive) as a result of a past event;

  • it is probable that resources will be expended to settle the obligation; and

  • a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the obligations.

(d) New and amended accounting standards and interpretations adopted from 1 January 2023

There are no significant changes to the Consolidated Entity’s financial performance and position as a result of the adoption of the new and amended accounting standards and interpretations effective for annual reporting periods beginning on or after 1 January 2023.

(e) New accounting standards and interpretations issued but not yet adopted

There are no new standards or amendments to standards relevant to the Consolidated Entity.

16. EVENTS SUBSEQUENT TO REPORTING DATE

The Directors are not aware of any matter or circumstance occurring since 30 June 2023 that has significantly or may significantly affect the operations of the Consolidated Entity, the results of those operations or the state of affairs of the Consolidated Entity in the subsequent financial periods.

27

GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

DIRECTORS’ DECLARATION

Half year ended 30 June 2023

In the directors of GPT Management Holdings Limited’s opinion:

  • (a) the consolidated financial statements and notes set out on pages 13 to 27 are in accordance with the Corporations Act 2001 , including:

  • complying with Accounting Standard AASB 134 Interim Financial Reporting , the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

  • giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2023 and of its performance for the half year ended on that date; and

  • (b) there are reasonable grounds to believe that the Consolidated Entity will be able to pay its debts as and when they become due and payable.

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

This declaration is made in accordance with the resolution of the directors.

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Vickki McFadden Chairman

==> picture [104 x 51] intentionally omitted <==

_______ Bob Johnston Chief Executive Officer and Managing Director

GPT Management Holdings Limited

Sydney 14 August 2023

28

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Independent auditor's review report to the members of GPT Management Holdings Limited Report on the half-year financial report

Conclusion

We have reviewed the half-year financial report of GPT Management Holdings Limited (the Company) and the entities it controlled during the half-year (together the Consolidated Entity), which comprises the Consolidated Statement of Financial Position as at 30 June 2023, the Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows for the half-year ended on that date, material accounting policy information and explanatory notes and the Directors' Declaration.

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the accompanying half-year financial report of GPT Management Holdings Limited does not comply with the Corporations Act 2001 including:

  1. giving a true and fair view of the Group's financial position as at 30 June 2023 and of its performance for the half-year ended on that date

  2. complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

Basis for conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity (ASRE 2410). Our responsibilities are further described in the Auditor's responsibilities for the review of the half-year financial report section of our report.

We are independent of the Group 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 the audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

Responsibilities of the directors for the half-year financial report

The directors of the Company are responsible for the preparation of the half-year 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 half-year financial report that gives a true and fair view and is free from material misstatement whether due to fraud or error.

Auditor's responsibilities for the review of the half-year financial report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true

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

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

Liability limited by a scheme approved under Professional Standards Legislation.

29

==> picture [77 x 59] intentionally omitted <==

and fair view of the Consolidated Entity’s financial position as at 30 June 2023 and of its performance for the half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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PricewaterhouseCoopers

==> picture [119 x 39] intentionally omitted <==

Debbie Smith Partner

Sydney 14 August 2023

30