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WAYPOINT REIT AGM Information 2026

May 19, 2026

66076_rns_2026-05-19_db0e6a48-701e-4c0e-ad68-8110d7ae3628.pdf

AGM Information

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ASX Release

Waypoint REIT

20 May 2026

Company Announcements
Australian Securities Exchange Limited

Electronic lodgment

Dear Sir/Madam

2026 Annual General Meeting

The following documents are authorised for release by the Board of Waypoint REIT and will be presented at Waypoint REIT's Annual General Meeting (AGM) being held today:

  1. Chair address; and
  2. AGM Presentation.

Authorised for release by:
The Board of Waypoint REIT

For further information, please contact:
Tina Mitas
Company Secretary
Waypoint REIT
T +61 3 9081 8433
E [email protected]

About Waypoint REIT

Waypoint REIT is Australia's largest listed REIT owning solely fuel and convenience (F&C) retail properties, with a high-quality portfolio of 395 assets across Australia as at 31 December 2025. Waypoint REIT's objective is to maximise the long-term returns from the portfolio for the benefit of all securityholders.

Waypoint REIT is a stapled entity in which one share in Waypoint REIT Limited (ABN 35 612 986 517) is stapled to one unit in the Waypoint REIT Trust (ARSN 613 146 464). This ASX announcement is prepared for information purposes only and is correct at the time of release to the ASX. Factual circumstances may change following the release of this announcement.

Please refer to the Waypoint REIT website for further information waypointreit.com.au

Waypoint REIT Limited | ABN 35 612 986 517
Level 15, 720 Bourke Street, Docklands VIC Australia 3008
GPO Box 4716, Melbourne VIC Australia 3001


ASX Release

Waypoint REIT

20 May 2026

Chair Address - Annual General Meeting 2026

The Notice of Meeting was distributed on 17 April 2026 and will be taken as read. The formal part of the Meeting comprises the presentation of the Financial Report, Directors' Report and Auditors' Report for the year ended 31 December 2025 (as detailed in the 2025 Annual Report), along with resolutions relating to: The adoption of the Remuneration Report;

  • The re-election of myself, Georgina Lynch as Director;
  • The grant of performance rights to the Managing Director and CEO, Hadyn Stephens; and
  • The amendments to the Trust Constitution.

Before we move to the formal business of the meeting, I will provide a short overview of Waypoint REIT's performance for the 2025 financial year.

Waypoint REIT delivered another solid result for the year ended 31 December 2025, with Distributable EPS of 16.64 cents representing a 1% improvement on the 2024 financial year. Although modest, it was pleasing to see a return to earnings growth after three consecutive years of stable earnings, with top-line rental growth and lower securities on issue as a result of the $50 million on-market buyback completed during the year offsetting the impact of asset sales and higher interest costs.

As at 31 December 2025, Waypoint REIT owned a portfolio of 395 fuel and convenience properties across Australia valued at $2.86 billion, up approximately 2% for the year with a valuation increase of $102 million more than offsetting the impact of non-core asset sales. The portfolio had an occupancy rate of 99.9% and a weighted average lease expiry of 6.4 years, with 90% of leases being 'triple net' and 94% of income derived from our major tenant, the ASX-listed Viva Energy Australia.

Waypoint's weighted average cap rate compressed by 11 basis points in 2025 to 5.61%, as a 75 basis point reduction in the RBA cash rate during the year supported an improvement in investor sentiment and transaction market activity. Waypoint REIT was able to take advantage of this improvement in market conditions to sell six non-core assets in 2025 for a combined consideration of $40.6 million, with proceeds used to fund approximately 80% of the $50 million on-market buyback completed during the year, which was completed at an average 10% discount to NTA.

As a result of valuation gains across the investment portfolio and a lower number of securities on issue as a result of the buyback, Waypoint REIT recorded strong growth in NTA per security of 14 cents or 5.1% to $2.90 for the financial year ended 31 December.

Waypoint REIT's balance sheet remains in good shape, with gearing of 32.7% at 31 December 2025 being at the lower end of our 30-40% target range and being largely unchanged, despite the completion of the buyback. $409 million of debt was refinanced during the year, lowering Waypoint's overall debt margin by 15 basis points, and we now have no debt expiring until March 2028.

Looking to the year ahead, interest rates and the Middle East conflict are obviously watchpoints for Australian businesses, and Waypoint REIT is no exception.

The RBA has raised the cash rate by 75 basis points already in 2026, which is dampening transaction market activity and may potentially lead to softer capitalisation rates across the sector as the year progresses.


Waypoint REIT

However, with 90% of Waypoint's debt being fixed or hedged for the 2026 financial year, the impact of higher interest rates on Waypoint's distributable earnings is expected to be negligible.

The conflict in the Middle East is causing widespread concerns for future fuel supply in Australia, and again the outlook here remains uncertain. Although this is an issue of some interest for Waypoint given the industry that we operate in, it is important to remember a couple of things.

Firstly, retail fuel volumes and margins in the first three months of 2026 were up on the first quarter of 2025, suggesting that operators are continuing to perform strongly in the current environment.

Secondly, and more importantly, Waypoint REIT does not currently have any direct operational exposure to the events impacting the Middle East. We are simply the landlord to operators, who have a contractual obligation to pay their rent for the term of the lease regardless of the underlying performance of their sites or business.

Accordingly, Waypoint REIT remains well-placed to deliver on the FY26 DEPS guidance issued in February, which we reaffirm today at 17.14 cents, representing 3% growth on 2025.

Thank you.

End


Waypoint REIT

Annual General Meeting

20 May 2026 – 10:00am

Georgina Lynch – Independent Non-Executive Chair

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Important Notice and Disclaimer

Waypoint REIT

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 43 609 868 000 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.

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 that 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.

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.

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, 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.

Cover Image: OTR Hope Valley (SA)


Waypoint REIT

Agenda

  1. Chair's Address
  2. Formal Business
  3. Closing Remarks
    4
    5
    12

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Image: OTR Strotfield (NSW)


Waypoint REIT

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Chair's Address

Georgina Lynch
Independent Non-Executive Chair

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Chair's Address

Waypoint

REIT

Solid performance in 2025, 3% DEPS growth guidance for 2026 reaffirmed

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Financial Performance

FY25 Distributable EPS: 16.64 cents

↑ 1.0% vs. FY24

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Property Portfolio

Portfolio Value: $2.86bn

↑ 2.2% vs. Dec-24

WACR of 5.61% (↓ 11bp vs. Dec-24)¹

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Capital Management

Gearing: 32.7%

Lower end of 30-40% target range

$50m on-market buyback completed

NTA: $2.90 per security

↑ 5.1% vs Dec-24 ($2.76)

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WADM: 3.8 years

$409m of debt facilities refinanced / extended

Reduction in overall margin of ~15bp

FY26 Guidance

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  1. Movement also includes impacts from portfolio management activity (disposals) completed during the relevant period. Dec-24: 401 properties, 5.72% WACR. Dec-25: 395 properties, 5.61% WACR.
  2. Based on weighted average number of securities on issue and 90% of drawn debt as at 31 December 2025 being fixed / hedged, including hedges put in place post balance date. This guidance is subject to the disclaimer that: (a) actual results may differ from this guidance; (b) it is not a guarantee of future performance; and (c) it involves known and unknown risks, uncertainties and other factors which are beyond WPR's control, and which may cause actual results to differ from this guidance. WPR is not liable for the accuracy and/or correctness of this information and any differences between the guidance and actual outcomes. While WPR reserves the right to change its guidance from time to time, WPR does not undertake to update the guidance on a regular basis.

Waypoint REIT

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Formal Business

Georgina Lynch
Independent Non-Executive Chair

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Item 1

Waypoint REIT

Financial Report, Directors' Report and Auditor's Report

To receive and consider the Financial Report of the Company and its controlled entities and the Reports of the Directors and Auditor for the year ended 31 December 2025.

There is no vote for this item.


Item 2

Waypoint REIT

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 2025 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 OPEN_{1} ABSTAIN_{2}
435,830,468 2,593,681 438,901 130,417
99.31% 0.59% 0.10%

1 Open votes in favour of the Chair (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.


Item 3

Waypoint REIT

Re-election of Georgina Lynch as a Director

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

'That Georgina Lynch, being eligible, be re-elected as a Director of the Company.'

FOR AGAINST OPEN_{1} ABSTAIN_{2}
398,667,643 39,812,843 460,928 52,053
90.82% 9.07% 0.11%

1 Open votes in favour of the Chair (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.


Item 4

Waypoint REIT

Grant of performance rights to the Managing Director and CEO, Hadyn Stephens

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 all purposes, including ASX Listing Rule 10.14, for the grant of performance rights to the Managing Director and CEO, Hadyn Stephens, as his annual long-term incentive grant for the year ending 31 December 2026 on the terms described in the Explanatory Memorandum to this Notice of Meeting.'

Note: A voting exclusion statement applies to this resolution (see section 3 of the notes relating to voting).

FOR AGAINST OPEN_{1} ABSTAIN_{2}
435,393,929 3,050,753 442,059 106,726
99.20% 0.70% 0.10%

1 Open votes in favour of the Chair (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.


Item 5

Waypoint REIT

Amendments to the Trust Constitution

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

'That the Constitution of the Trust be amended to revoke and replace clause 8.1 of the document tabled at the 2026 Annual General Meeting signed by the Chair for identification purposes, and as described in the Explanatory Memorandum.'

FOR AGAINST OPEN_{1} ABSTAIN_{2}
438,016,238 281,220 453,654 242,355
99.83% 0.06% 0.10%

1 Open votes in favour of the Chair (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.

11


Waypoint REIT

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Closing Remarks

Georgina Lynch
Independent Non-Executive Chair

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Waypoint REIT