Lendlease Annual Report 2022

104 Lendlease Annual Report 2022 Directors’ Report The Directors’ Report for the financial year ended 30 June 2022 has been prepared in accordance with the requirements of the Corporations Act 2001 . The information below forms part of the Directors’ Report: • Principal activities on page 12 • Operating and Financial Review on pages 4 to 63 incorporating the Performance and Outlook on pages 56 to 63 • Biographical information for the Directors and Company Secretary on pages 66 to 70 • Officers who were previously partners of the audit firm on page 66 • Directors’ interests in capital on page 76 • Board and committee meetings and attendance on pages 76 and 77 • Remuneration Report on pages 78 to 103 • Lead Auditor’s Independence Declaration on page 106 a. Dividends/Distributions The 2021 final dividend/distribution of $83 million (12.0 cents per security, unfranked) referred to in the Directors’ Report dated 16 August 2021 was paid on 15 September 2021. Details of dividends/distributions in respect of the current year are as follows: $m Interim distribution of 5.0 cents per security (unfranked) paid on 16 March 2022 1 35 Final dividends/distributions of 11.0 cents per security (unfranked) declared by Directors to be payable on 21 September 2022 2 75 Total dividends/distributions 110 1. Comprised of an unfranked trust distribution of 5.0 cents per unit paid by Lendlease Trust. 2. Comprised of a dividend component franked to 75 per cent of 5.7 cents per share to be paid by the Company and an unfranked trust distribution of 5.3 cents per unit to be paid by Lendlease Trust. b. Significant Changes in State of Affairs There have been no significant changes in the Group’s state of affairs. c. Events Subsequent to Balance Date On 14 July 2022, Lendlease and Mitsubishi Estate Asia formed a joint venture to acquire the One Circular Quay development in Sydney for approximately $800 million in up front and deferred consideration, with an additional $50 million payment subject to certain project outcomes. Mitsubishi Estate currently holds a 19.9 per cent interest in the joint venture. Subject to the satisfaction of certain conditions, this will increase to 66.7 per cent and Lendlease’s ownership will reduce to 33.3 per cent. Lendlease will receive an acquisition fee on settlement, earn development management and construction management fees, equity returns on its capital and potentially performance fees. On 9 August 2022, the Group exchanged contracts with a third party to acquire a further 13 per cent interest in the asset management income stream of the Group’s Military Housing portfolio, through the existing DoD Asset Management Holdings joint venture. The Group received $86 million in consideration on financial close, generating an estimated pre tax gain on sale of $73 million. There were no other material events subsequent to the end of financial reporting period. d. Security Options No security options were issued during the year by the Company or any of its controlled entities, and there are no such options on issue. e. Indemnification and Insurance of Directors and Officers Rule 12 of the Company’s Constitution provides for indemnification in favour of each of the Directors named on pages 66 to 70 of this report and the officers of the Company or of wholly owned subsidiaries or related entities of the Company (Officers) to the extent permitted by the Corporations Act 2001 . Rule 12 does not indemnify a Director, Company Secretary or Officer for any liability involving a lack of good faith. In conformity with Rule 12 of the Company’s Constitution, the Company has entered into Deeds of Indemnity, Insurance and Access with each of the Directors named on pages 66 to 70 of this report and for officers of the Company and Directors of related entities of the Company. The indemnities operate to the full extent permitted by law and are not subject to a monetary limit. The Company is not aware of any liability having arisen, and no claims have been made during or since the financial year under the Deeds of Indemnity, Insurance and Access. For unrelated entities in which the Group has an interest, Deeds of Indemnity may be entered into between Lendlease Corporation Limited and the Director or Officer. Since the date of the last report, the Company has not entered into any separate Deeds of Indemnity with a Director or Officer of an unrelated entity. No indemnity has been granted to an auditor of the Company in their capacity as auditor of the Company.