WAYPOINT REIT — Regulatory Filings 2023

Nov 15, 2023

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ASX Release
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16 November 2023

ACCC update: Viva Energy’s proposed acquisition of OTR

Waypoint REIT (ASX: WPR ) refers to the attached media release from the Australian Competition and Consumer Commission ( ACCC ) regarding Viva Energy’s (ASX: VEA ) proposed acquisition of On The Run Group ( OTR ) from Peregrine Corporation.

VEA has offered a court-enforceable divestiture proposal to the ACCC in relation to its proposed acquisition of OTR. VEA has proposed Chevron as the purchaser of its operations on the divestiture sites.

VEA has proposed to divest the operation of 25 of its 32 sites in South Australia, 14 of which are owned by WPR. These assets were valued at $71 million and represented approximately 2% of WPR’s portfolio by value as at 30 June 2023.

At this stage, the ACCC has invited submissions in relation to the divestiture proposal by 27 November 2023.

WPR notes that:

• the proposed OTR transaction and any associated proposed divestiture by VEA remain subject to approval by the ACCC;

• the proposed divestiture relates only to the operations on these 14 sites, with WPR retaining ownership of the underlying freehold;

• WPR’s existing lease arrangements with VEA on the 14 sites remain in place until such time as the ACCC approves the transactions and alternative lease arrangements are finalised with VEA and Chevron in accordance with the terms of the relevant leases;

• WPR has not yet had any discussions with either VEA or Chevron regarding the mechanism or timing for the proposed divestiture and any related changes to existing lease arrangements; and

• VEA currently expects the proposed acquisition of OTR to complete in 1H2024 (subject to regulatory approvals).

More information (including the full divestiture proposal) is available on the ACCC’s public register at: https://www.accc.gov.au/public-registers/mergers-registers/public-informal-merger-reviews/viva-energy-otrgroup.

Authorised by :

Chair, Laurence Brindle

For further information, please contact:

Hadyn Stephens

Managing Director and CEO Waypoint REIT T: +61 2 9137 1287 hadyn.stephens@waypointreit.com.au

About Waypoint REIT

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

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Waypoint REIT is Australia’s largest listed REIT owning solely fuel and convenience retail properties; it has a high-quality network across all Australian States and mainland Territories. 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 3001

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MEDIA RELEASE

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16 November 2023

ACCC consults on Viva Energy's divestiture proposal for OTR acquisition

Viva Energy (ASX: VEA) has offered a court-enforceable divestiture proposal to the ACCC in relation to its proposed acquisition of the OTR Group.

Viva Energy and its related companies operate a nationwide fuel supply chain with retail sites in each Australian state and territory, including Coles Express convenience sites.

OTR is a fuel and convenience retailer operating predominantly in South Australia with some locations in other states and territories, including the Northern Territory under the Puma brand.

“We are assessing whether the divestiture proposal will effectively address our competition concerns regarding the supply of retail fuel in South Australia and replace the competition that would be lost with the proposed acquisition,” ACCC Commissioner Stephen Ridgeway said.

The divestiture proposal would require Viva Energy to divest 24 Coles Express sites in Adelaide and one additional site in Ceduna, on the Eyre Peninsula to an ACCC-approved purchaser.

Viva Energy has proposed Chevron as the purchaser of the divestiture sites. Chevron currently has one retail site in South Australia, in Port Augusta.

“We are seeking feedback from market participants on whether Viva’s divestiture to Chevron will result in the creation of an effective, independent and long-term competitor to a combined Viva and OTR,” Mr Ridgeway said.

“While the ACCC has decided to publicly consult on the divestiture proposal, this should not be interpreted to mean that this or any other form of remedy will ultimately be accepted.”

“It is also not an indication that Chevron is considered by the ACCC as an appropriate buyer of the divestiture assets at this stage,” Mr Ridgeway said.

The ACCC invites submissions on the divestiture proposal by 27 November 2023.

Viva Energy initially proposed to divest 23 of its 32 retail sites in Adelaide. However, the number of sites to be divested increased to 24 in Adelaide and one site on the Eyre Peninsula in response to concerns raised by the ACCC.

More information, including on the divestiture proposal is available on the ACCC’s public - register at: Viva Energy OTR Group

Background

Viva Energy (with its related entities) is a fuel refiner, importer, wholesaler, distributor and retailer, operating a nationwide fuel supply chain with retail sites in each Australian state and territory, including Coles Express convenience sites. Viva Energy is the exclusive supplier of Shell-branded fuels and lubricants in Australia.

The OTR Group is a fuel and convenience retailer operating predominantly in South Australia with some locations in other states and territories across Australia, including the Northern Territory under the Puma brand. The OTR Group also supplies wholesale fuels and distribution services to small commercial customers and independent retail fuel sites through the Reliable Petroleum, Mogas Regional and Ausfuel businesses.

The proposed acquisition will combine the entities’ retail fuel, wholesale fuel and retail convenience and grocery offerings.

Media enquiries: 1300 138 917 Email: media@accc.gov.au accc.gov.au/media

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