WAYPOINT REIT — AGM Information 2021

May 12, 2021

Annual General Meeting

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Important Notice and Disclaimer

This presentation has been prepared by Waypoint REIT (“WPR” or “Waypoint REIT”) which is a stapled entity comprising shares in Waypoint REIT Limited (ABN 35 612 986 517) (“Company”) stapled with units in the Waypoint REIT Trust (ARSN 613 146 464) (“Trust”). VER Limited (ABN 436 609 868 000 and AFSL 483795) is the Responsible Entity of the Trust. The information provided in this presentation should be read in conjunction with WPR's other periodic and continuous disclosure announcements lodged with the ASX which are available at www.asx.com.au.

Industry data and third party market data

This presentation contains statistics, data and other information relating to markets, market sizes, market shares, market positions and other industry data pertaining to WPR’s business and markets. You should note that market data and statistics are inherently predictive and subject to uncertainty and not necessarily reflective of actual market conditions.

Future performance and forward looking statements

This presentation contains forward-looking statements, including statements regarding the plans, strategies and objectives of WPR management, distribution guidance. Forward looking statements can generally be identified by the use of forward looking words such as, 'expect', 'anticipate', 'likely', 'intend', 'should, 'could', 'may', 'predict', 'plan', 'propose', 'will', 'believe', 'forecast', 'estimate', 'target', ‘guidance’ and other similar expressions. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward looking statements. Such prospective financial information contained within this presentation may be unreliable given the circumstances and the underlying assumptions to this information may materially change in the future. Any forward-looking statements, including projections, guidance on future revenues, earnings and estimates, are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. You are cautioned not to place undue reliance on any forward looking statement. While due care and attention has been used in the preparation of forward looking statements, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause WPR’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements.

Summary information

The information in this presentation is in summary form and does not purport to be complete. This presentation is for information purposes only, is of a general nature, does not constitute financial product advice, nor is it intended to constitute legal, tax or accounting advice or opinion. This information does not purport to include or summarise all information than an investor should consider when making an investment decision nor does it contain all information which would be required in a Product Disclosure Statement, or other disclosure documents prepared in accordance with the requirements of the Corporations Act 2001 (Cth) (“Corporations Act”).

No investment or financial product advice

This presentation has been prepared without taking into account the investment objectives, financial situation or particular needs of any particular person. Before making an investment decision, investors must consider the appropriate of the information (including but not limited to the assumptions, uncertainties and contingencies which may affect future operations of WPR and the values and the impact that different future outcomes may have on WPR) and rely on their own examination of WPR, including the merits and risks involved having regard to their own investment objectives, financial situation and needs. Each person should consult a professional investment adviser and seek legal, accounting and taxation advice appropriate to their jurisdiction before making any decision regarding a financial product.

A number of important factors could cause WPR’s actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward looking statements, and many of these factors are beyond WPR’s control. For example, the factors that are likely to affect the results of WPR include, but are not limited to, general economic conditions in Australia, New Zealand and Asia,

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exchange rates, competition in the markets in which WPR operates and the inherent regulatory risks in the business of WPR such forward looking statements, and many of these factors are beyond WPR’s control.

You should rely on your own independent assessment of any information, statements or representations contained in this presentation and any reliance on information in this presentation will be entirely at your own risk. This presentation may not be reproduced or published, in whole or in part, for any purpose without the prior written permission of WPR. WPR disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise.

Effect of rounding

A number of figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this presentation.

To the maximum extent permitted by law and subject to any continuing obligations under the ASX listing rules, WPR and VER Limited and each of their respective associates, related entities, officers, directors, employees, agents, consultants and advisers do not accept and expressly disclaim any liability for any loss or damage (including, without limitation, any liability arising out of fault or negligence and whether direct, indirect, consequential or otherwise) arising from the use of, or reliance on, anything contained in or omitted from this presentation. Statements made in this presentation are made only at the date of the presentation. WPR is under no obligation to update this presentation. The information in this presentation remains subject to change by WPR without notice.

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Contents:
1. Chair’s Address
2. Business Update
3. Formal Business
4. Closing Remarks
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Chair’s Address Laurence Brindle Independent Chair

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Key FY2020 Events and Milestones

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New CEO and CFO (January 2020)

Viva Energy Australia’s sale of its 35.5% stake in WPR (February 2020)

Debt review event across WPR’s $1.1 billion debt book (triggered by VEA selldown in February 2020, completed in April 2020)

Internalisation of management (agreed May 2020, completed October 2020)

WPR’s inaugural US Private Placement issuance (c. $250 million, funded in October 2020)

$325 million of bank debt refinanced throughout the year

Strategy reset – maximising returns by (1) supporting our operators, (2) active portfolio management and (3) prudent capital management

Enhanced focus on ESG – key areas of focus aligned with the UN’s Sustainable Development Goals

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Distributable EPS Growth

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FY20 continued WPR’s strong track record of growth in Distributable EPS[1]

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CAGR since IPO: 4.5%
15.15
14.54
14.02
13.41
12.68
FY16 FY17 FY18 FY19 FY20
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1 Based on weighted average number of securities on issue during the reported period. FY16 is annualised.

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Total Returns[1]

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WPR has significantly outperformed the broader A-REIT index

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2020 Calendar Year IPO to 31-Dec-20 IPO to 12-May-21
60.0%
48.3%
17.7%
15.3%
8.4%
-4.5%
WPR A-REIT 200 WPR A-REIT 200 WPR A-REIT 200
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2 Source: Bloomberg. Analysis assumes that all distributions are reinvested in the underlying securities.

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CEO’s Address Hadyn Stephens Chief Executive Officer

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FY20 Highlights

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Strong growth in Distributable EPS and NTA per security, gearing below revised target range

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Financial Performance

Distributable EPS: 15.15cps[1]

4.25% growth on FY19[2] Top end of 4.00-4.25% guidance range Minimal impact from COVID-19 (99.9% rent collected)

NTA: $2.49 per security

• +8.7% since December 2019 +4.6% since June 2020

MER: 30bp

2bp increase on FY19 One of the lowest in the S&P/ASX 200 REIT Index

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Property Portfolio

• $51.3m invested, $5.5m disposals

• 5 acquisitions ($32.5m @ 6.25%)

• 12 developments ($18.8m @ 6.70%)

• 2 non-core disposals ($5.5m @ 5.41%)

$176.7m gross valuation uplift

• $86.6m in 1H20 (2bp cap rate compression)

• $89.6m in 2H20 (17bp cap rate compression) WACR of 5.62% at Dec-20

$2.90bn portfolio

470 properties 72% metro / 28% regional 10.8-year WALE

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Capital Management

c.A$250m USPP issuance + $325m bank debt refinanced Weighted average debt maturity extended by 1.4 years to 4.3 years with no expiries until June 2022

$196.5m interest rate swaps extended to 5-year term

89% hedged with weighted average hedge maturity of 2.4 years

29.4% gearing

100bp decrease since December 2019 Target gearing revised from 30-45% to 30-40%

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

2 Distributable EPS shown to 2 decimal places. Growth calculated on exact figures.

3 Assumes no material changes in market conditions and no other factors adversely affecting financial performance.

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Business Update: Leasing

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FY21 lease expiries resolved, 3.5% uplift in rental income

		Lease	Current	Agreed	Variance	Variance
Property	State	Expiry	Rent	Rent	($)	(%)	Comments
Blaxland	Metro	May-21	$331,028	$310,000	($21,028)	(6.4%)	•	Market rent of $310,000 determined by independent valuer
	NSW						•	5-year option exercised by VEA (effective 12 May 2021)
Caboolture	Regional	Jul-21	$242,240	$246,408	$4,168	1.7%	•	Terms agreed for new 15-year lease with VEA
	QLD						•	Lease will be contemporaneously assigned to Night Owl
							•	Remains subject to final internal approvals and documentation
Halfway Creek	Regional	Sep-21	$521,320	$580,000	$58,680	11.3%	•	Rent agreed between the parties at $580,000
	NSW						•	VEA to exercise 5-year option
							•	Remains subject to final internal approvals and documentation
2 x non-fuel tenancies			$154,964	$157,189	$2,225	1.4%	•	F45 Gym at Blaxland, Café at Halfway Creek
(Blaxland, Halfway	Creek)						•	Tenants have exercised five-year options
			$1,249,552	$1,293,597	$44,045	3.5%

• 99.5% of fuel income now contractually secured until May 2026, with only two fuel leases expiring during this period (Fawkner (2023) and Rouse Hill (2025))

• No non-fuel lease expiries until August 2023

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Business Update: Non-Core Disposals

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Three assets now sold for $8.1m (22% premium to book)

• WPR has commenced the process of identifying and selling noncore assets within its portfolio

• Three metro assets have been sold to date via public auction for a combined price of $8.1 million and 22.1% premium to prevailing book value (Jun-20 or Dec-20)

• Non-core disposals fundamental to WPR’s ongoing portfolio management strategy

• $20-30m of non-core assets identified for sale in FY21, either via public auction or private treaty

• WPR continues to evaluate opportunities to capitalise on current market conditions and improve the overall quality of its portfolio by selling non-core assets

			Lease	Sale Price
	State	Location	Expiry	($m)	Yield
Sold:
Minto	NSW	Metro	Aug-26	2.96	4.52%
Maitland	NSW	Metro	Aug-26	2.55	6.44%
Klemzig	SA	Metro	Aug-26	2.55	4.19%
Total				8.06	5.02%

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Sold – Minto, NSW

Sold – Maitland, NSW

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Sold – Klemzig, SA

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Business Update: Operator Performance[1]

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The Alliance continued to perform strongly in the first quarter of calendar 2021

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Alliance Fuel Volumes (ML/wk)
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Sales Revenue ($m)

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62.4
(6.4%) 58.4
1Q20 1Q21
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275
+7.4%
256
3Q20 sales 3Q21 sales
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• 1Q21 fuel volumes continued to be impacted by short-term lockdowns and border restrictions, down 6.4% on 1Q20

• Volumes improved progressively during the quarter, reaching 61ML/week in March

• 3Q21 sales revenue up 7.4% (6.3% on same-store basis)

• Sales growth driven by core convenience categories (food-to-go, drinks and confectionery)

• Retail fuel margins remain strong despite the sharp rise in oil prices at the beginning of the year, and premium petrol sales were up 11%

• Recent investment in self-service coffee machines drove double-digit growth in coffee sales

1 Sources: VEA - First Quarter Operational Update (released to ASX on 27 April 2021) ; COL – 2021 Third Quarter Sales Results (released to ASX on 28 April 2021).

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FY21 Priorities and Outlook

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Focus on improving portfolio quality via selective acquisitions, non-core disposals and reinvesting in core

Core Portfolio

 FY21 fuel expiries now resolved; remain focused on leasing two non-fuel tenant vacancies

 Pursuing strategic capital reinvestment opportunities with operators across the portfolio

Acquisitions

• Selective approach to further acquisitions and development fund-throughs

• Direct market expected to remain highly competitive in FY21, particularly for high quality assets

Non-Core Disposals

• $20-30m of non-core disposals identified for FY21

• Non-core disposals fundamental to ongoing portfolio management strategy

• Investigate initiatives to diversify funding sources and extend tenor of debt and swap books

Capital Management

• New $100m four-year bilateral facility secured; considering A-MTN market issuance in 2H21

• Exploring potential capital management initiatives in context of capital requirements, disposals and target gearing

FY21 Guidance[1]

 Target FY21 Distributable EPS of 15.72cps

 Implies 3.75% growth on FY20

1 Based on weighted average number of stapled securities on issue during the reporting period and provided there are no material changes in market conditions and no other factors adversely affecting financial performance.

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Formal Business

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Item 1

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Financial Report, Directors’ Report and Auditor’s Report

To consider the Company’s Financial Report, Directors’ Report and Auditor’s Report for the financial year ended 31 December 2020 .

There is no vote for this item.

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Item 2

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Re-election of Stephen Newton as a Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

‘That Stephen Newton, being eligible, be re-elected as a Director of the Company.’

FOR	AGAINST	OPEN1	ABSTAIN2
497,250,496	4,352,320	1,501,280	1,084,558
98.84%	0.87%	0.30%

1 Open votes in favour of the Chairman (whether by election or default) will be voted in favour of Item 2.

2 Abstain votes are provided for information only and are not included in the calculation of Total Valid Available Votes.

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Item 3

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Adoption of Remuneration Report

To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company: ‘That the Remuneration Report for the year ended 31 December 2020 be adopted.’

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company. A voting exclusion statement applies to this resolution (see section 3 of the notes relating to voting).

FOR	AGAINST	OPEN1	ABSTAIN2
499,943,729	1,389,236	1,491,019	1,264,670
99.43%	0.28%	0.30%

1 Open votes in favour of the Chairman (whether by election or default) will be voted in favour of Item 3.

2 Abstain votes are provided for information only and are not included in the calculation of Total Valid Available Votes.

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Item 4

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Grant of performance rights to the CEO

To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company and the Trust:

‘That approval be given for the grant of performance rights to the CEO, Hadyn Stephens, as his annual long-term incentive grant for the year ended 31 December 2021 on the terms described in the Explanatory Memorandum to this Notice of Meeting.’

FOR	AGAINST	OPEN1	ABSTAIN2
500,584,436	902,070	1,486,397	1,115,751
99.53%	0.18%	0.30%

1 Open votes in favour of the Chairman (whether by election or default) will be voted in favour of Item 4.

2 Abstain votes are provided for information only and are not included in the calculation of Total Valid Available Votes.

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Item 5

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Amendments to the Company Constitution

To consider and, if thought fit, pass the following as a special resolution of the Company:

‘That the constitution of Waypoint REIT Limited be amended in the manner set out in the Explanatory Memorandum accompanying the Notice of Meeting, a copy of such amendments to be tabled and signed by the Chair at the Meeting for the purposes of identification.’

FOR	AGAINST	OPEN1	ABSTAIN2
373,362,241	128,133,506	1,521,628	1,171,279
74.22%	25.47%	0.30%

1 Open votes in favour of the Chairman (whether by election or default) will be voted in favour of Item 5.

2 Abstain votes are provided for information only and are not included in the calculation of Total Valid Available Votes.

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Item 6

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Amendments to the Trust Constitution

To consider and, if thought fit, pass the following as a special resolution of the Trust:

‘That the Constitution of the Trust be amended in the manner set out in the Explanatory Memorandum

accompanying the Notice of Meeting, a copy of such amendments to be tabled and signed by the Chair at the Meeting for the purposes of identification.’

FOR	AGAINST	OPEN1	ABSTAIN2
373,255,996	128,117,140	1,621,239	1,194,279
74.21%	25.47%	0.32%

1 Open votes in favour of the Chairman (whether by election or default) will be voted in favour of Item 6.

2 Abstain votes are provided for information only and are not included in the calculation of Total Valid Available Votes.

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Closing Remarks Formal Business

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