Ross Lees Increases Stake in Growthpoint Properties Australia with 48,356 Securities from FY25 STI Rights Vesting

Ross Lees's GOZ Stapled Securities Holding Increases to 315,826 After June 2026 Vesting

Following the vesting event on 30 June 2026, director Ross William Lees now holds 315,826 ordinary stapled securities in Growthpoint Properties Australia, up from 267,470 prior to the vesting. This increase of 48,356 securities corresponds to the conversion of the first tranche of FY25 STI performance rights into equity under the company's Employee Incentive Plan.

Lees's holdings span both direct and indirect interests. Of the total, 255,826 securities are held indirectly through Elgin1906 Pty Ltd as trustee for the Lees Family Account, while 60,000 securities are held indirectly via Formosa Street Pty Ltd as trustee for the Lees Family Superannuation Fund Account. The securities issued on 30 June 2026 were added to the Elgin1906 Pty Ltd holding, which previously stood at 207,470.

FY25 STI Performance Rights Tranche 1 Converted to Securities at No Cost

The 48,356 ordinary stapled securities issued on 30 June 2026 resulted from the vesting of the first tranche of Lees's FY25 STI performance rights. The company confirmed that Lees paid no consideration for the securities, which were issued free of charge as part of the incentive arrangement.

This vesting was conducted under the Growthpoint Properties Australia Employee Incentive Plan, which received shareholder approval at the 2025 Annual General Meeting. This approval ensured the plan and its awards were subject to shareholder oversight prior to issuance. The one-for-one conversion of 48,356 performance rights into securities upon vesting was reflected in the disposal of the corresponding rights.

Overview of the Employee Incentive Plan Governing Director Awards

The Growthpoint Properties Australia Employee Incentive Plan supports the performance rights held by Lees across various award categories. The plan links equity outcomes to company performance over defined periods, structuring vesting tranches to retain and align key executives and directors with long-term shareholder value. Shareholder approval at the 2025 AGM provided the formal authorization required under ASX Listing Rules for director participation.

The company update noted that the vesting did not occur during a closed trading period requiring prior written clearance, and no such clearance was sought or granted. This indicates the vesting was a scheduled, non-discretionary event governed by the plan's terms rather than a market-sensitive transaction requiring special governance measures.

Outstanding Performance Rights Held by Ross Lees Across Four Award Categories

After the vesting and conversion of tranche 1 of the FY25 STI rights, Lees still holds a significant number of performance rights yet to vest. These include 292,682 FY25 long-term incentive (LTI) rights, 393,145 FY26 LTI rights, 48,356 FY25 STI performance rights representing tranche 2, and 124,482 rights from a sign-on award. All are held directly by Lees.

The total remaining performance rights amount to 858,665, indicating a large portion of Lees's potential equity remains contingent on future performance conditions and vesting schedules. Notably, the largest tranche outstanding is the FY26 LTI award of 393,145 rights, subject to its own performance hurdles and vesting timeline.

Implications of the FY25 STI Tranche 2 Vesting Event

With tranche 1 of the FY25 STI performance rights now vested and converted, the next anticipated vesting event for Lees involves the second tranche of 48,356 FY25 STI rights. The company has not disclosed the specific vesting date, performance conditions, or timeframe for this tranche.

If tranche 2 vests under similar terms—issued at no cost as ordinary stapled securities—Lees's equity holding through the Elgin1906 Pty Ltd structure would increase further. Investors should expect a subsequent Appendix 3Y filing to report that vesting event.

Indirect Holdings Through Trustee Entities Elgin1906 Pty Ltd and Formosa Street Pty Ltd

The majority of Lees's ordinary stapled securities are held via two private company trustee structures. Elgin1906 Pty Ltd, as trustee for the Lees Family Account, holds 255,826 securities, while Formosa Street Pty Ltd, trustee for the Lees Family Superannuation Fund Account, holds 60,000 securities. The latter was unaffected by the 30 June 2026 vesting.

Such trustee structures are common in Australian listed companies, reflecting personal estate planning and superannuation arrangements rather than operational ties to the company. Under ASX Listing Rules and the Corporations Act, these indirect holdings are considered relevant interests of the director and must be disclosed similarly to direct holdings.

Comparison with Prior Director's Interest Notice from May 2026

The latest company update notes that Lees's previous director's interest notice was filed on 22 May 2026, about five weeks before the 30 June vesting. That earlier notice recorded the pre-vesting position of 267,470 ordinary stapled securities and the full set of performance rights at that time, including 96,712 FY25 STI rights (covering both tranches 1 and 2).

The current notice reflects the reduction of FY25 STI performance rights to 48,356 (tranche 2 only) and the corresponding increase in ordinary stapled securities to 315,826. Together, these filings provide a timeline of Lees's evolving equity position during the 2026 financial year.

Growthpoint Properties Australia's Disclosure Obligations for Director Interest Changes

Filing an Appendix 3Y is mandatory under ASX Listing Rule 3.19A.2 whenever a director's relevant interests in securities change. Growthpoint Properties Australia submitted this notice both as the entity and as agent for Lees under section 205G of the Corporations Act, which requires directors to notify their company of changes in their securities interests.

Once lodged, this information becomes ASX property and is publicly accessible. This transparency ensures market participants receive timely updates on insider equity movements, supporting the integrity of price discovery in ASX-listed securities. For a stapled real estate investment trust like Growthpoint Properties Australia, director interest disclosures cover both the company and trust components of the stapled security.

Investor Insights on Director Equity Alignment at Growthpoint Properties Australia

Director share ownership is widely regarded by governance experts as an indicator of alignment between management and securityholders. Following the 30 June 2026 vesting, Lees's increased direct and indirect equity exposure means his financial interests are more closely tied to Growthpoint Properties Australia's security price performance. With 315,826 ordinary stapled securities held plus 858,665 performance rights outstanding, a significant portion of his compensation remains equity-linked.

The immediate impact on the share price from this director interest change was not evident from public information. Appendix 3Y filings are routine disclosures and generally viewed as structural updates rather than market-moving events. Nonetheless, investors and analysts tracking insider ownership and potential dilution from outstanding performance rights may incorporate this data into their broader evaluation of the company's governance and remuneration frameworks.