![]()

We unlock potential,

creating sustainable

space for London to thrive

Great Portland Estates plc

Annual Report and Accounts 2024

![]()

Governance

90 Overview

91 Introduction from the Chair

94 The Board

96 Leadership and purpose

100 Engaging with our investors

102 Engaging with our employees

104 Board consideration of stakeholder

interests and s.172(1) matters

108 Division of responsibilities

110 Composition, succession

and evaluation

116 Audit, risks and internal controls

124 Directors’ remuneration report

144 Report of the Directors

146 Directors’ responsibilities statement

Strategic Report – Overview

01 Statement from the Chair

02 An evolving strategy…

03 …underpinned by our values and

commitment to sustainability

04 Creating great spaces

in central London

06 Putting our customers first

12 How we create value

14 Our near-term strategic priorities

16 Our key performance indicators

Strategic Report – Annual review

19 Statement from the Chief Executive

21 Our markets

23 Our development activities

and capex programme

26 Our leasing and Flex activities

28 Our investment activities

30 Our financial results

34 Our portfolio

37 Sustainability

63 Our people and culture

69 Our stakeholder relationships

72 Engaging with our stakeholders

74 Our approach to risk

Financial statements

148 Group income statement

148 Group statement of

comprehensive income

149 Group balance sheet

150 Group statement of cash flows

151 Group statement of changes

in equity

152 Notes forming part of the

Group financial statements

179 Independent auditors’ report

187 Company balance sheet

188 Company statement of changes

in equity

189 Notes forming part of the

Company financial statements

Other information (unaudited)

194 Five-year record

195 Our properties and customers

197 Portfolio statistics

198 Glossary

201 Shareholders’ information

203 Financial calendar

In this report

Cover image: Entrance to Woolyard, SE1.

We believe in the power of people

and partnerships to create exceptional,

sustainable places in London that deliver

for our customers and drive consistent

growth and performance for our investors.

Our spaces are designed and managed

to create a sustainable legacy for our

great city. One that inspires, enriches and

enhances the lives of our customers and

the communities that surround them.

See our website

www.gpe.co.uk

For more information

![]()

Statement from the Chair

Committed to London, our true global city

Whilst the macro-economic uncertainty and higher

interest rates impacted our property valuation

and financial performance, we delivered another

strong operating performance as we continue

to evolve our strategy. Moreover, with the return

of the property cycle, and both interest rates

and property yields now likely around their peak,

we are increasingly confident that our activities

will drive attractive shareholder returns in the

medium term.

We have maintained our absolute focus on our true

global city and delivering our purpose: to unlock

potential, creating sustainable space for London

to thrive. We are meeting the growing needs of

our customers, delivering magnetic office spaces

for their people and communities in amenity rich,

well connected central London locations.

Operating well in an increasingly supportive market

With the market further bifurcating between the

best and the rest over the year, we increased our

commitments to develop more best-in-class HQ

buildings and create more smaller fitted Flex spaces

with higher service levels, whilst also adding to

our portfolio of opportunity through acquisitions.

Our leasing has remained strong with rents growing

as supply remains tight, and we expect further

growth from here.

Strengthening our commitments to net zero

We have strengthened our commitments to

decarbonise our business, updating our Roadmap

to Net Zero whilst innovating and embracing

the circular economy. And with customers at the

heart of both our activities and our values, we again

delivered a leading office Net Promoter Score

and further enhanced our organisational structure.

Through promoting from within and the targeted

recruitment of new talent, the Board has ensured

we have the right team and capabilities to deliver

our strategic ambitions and to progress our

diversity and inclusion agenda.

Looking ahead, we are well positioned to capitalise

on the compelling new investment opportunities

that are emerging and can look to the future

with confidence.

Our Strategic Report, on pages 01 to 88, has been

reviewed and approved by the Board.

On behalf of the Board

Richard Mully

Chair

22 May 2024

“ We are well positioned to capitalise on the compelling

new investment opportunities that are emerging and

can look to the future with confidence.”

Richard Mully Chair

Strategic Report – Overview

01Annual Report 2024 Great Portland Estates plc

![]()

An evolving

strategy…

Our business model

In order to unlock potential, we apply our specialist skills to

reposition properties to produce high quality, sustainable spaces,

with high levels of service that our customers demand.

Our near-term priorities

In the near term, our priorities include

creating exciting sustainable spaces

for our customers, whether through

expanding our flexible offerings or

delivering on our ambitious development

programme, as well as enhancing our

portfolio through acquisitions and sales.

See more on our near-term strategic

priorities on pages 14 and 15

See more on how we create value on pages 12 and 13

Customer First:

partnering with our

customers to meet

their evolving needs

Flex

spaces

Smaller fitted

units, often with

higher service

levels

Flex

Partnerships

Fully

Managed

Fitted Ready to Fit

For businesses

which want to fit out

the space themselves

Fully furnished,

well-designed

workspaces

Fitted space where

GPE handles all

day-to-day running

of the workplace

Delivered by

desk or room

HQ

repositioning

Delivering large,

best-in-class

HQ buildings

Two complementary,

overlapping products

Four core office solutions

See more on HQ

repositioning on

page 23 and 24

See more on our leasing

and Flex activities on

page 27

Our purpose

We unlock potential, creating

sustainable space for London to thrive.

Our strategic principles

Our strategy is underpinned

by a set of clear principles:

100% central London

Reposition properties

Match risk to cycle

Low financial leverage

Disciplined capital management

Sustainability: an imperative

Customer First

Acquire Operate & manage RecycleReposition

02 Great Portland Estates plc Annual Report 2024

![]()

One year

2024 2023

Portfolio valuation

1

£2.33bn £2.38bn

IFRS NAV & EPRA NTA per share 624p 757p

Loss after tax £(307.8)m £(163.9)m

Total Accounting Return (TAR) (15.9%) (7.8%)

Total Shareholder Return (TSR) (21.3%) (27.3%)

As is usual practice in our sector, we use alternative performance

measures (APMs) to help explain the performance of the business. These

include quoting a number of measures on a proportionally consolidated

basis to include joint ventures, as it best describes how we manage the

portfolio, like-for-like measures and using measures prescribed by EPRA.

The measures defined by EPRA are designed to enhance transparency

and comparability across the European real estate sector. Reconciliations

of APMs are included in note 9 of the financial statements.

1.  Includes share of joint ventures.

2.  ERV at 31 March 2023.

Our financial performance

IFRS

net assets

£1.6bn

2023: £1.9bn

Customer satisfaction

(Office NPS Score)

+30.2

2023: +44.0

EPRA

Loan to Value

1

32.6%

2023: 19.8%

Employee engagement

index (EEII)

74%

2023: 84%

New leasing deals

premium to ERV

2

+9.1%

2023: +3.3%

Vacancy rate

1

1.3%

2023: 2.5%

Dividend per share

12.6p

2023: 12.6p

Committed Flex space

503,000

sq ft

…underpinned by our values and

commitment to sustainability

See more on our financial results on pages 30 to 33

Our values

Our values define who we are and how we act, and are at the heart of what we do:

Highlights

See more on our people and culture on pages 63 to 68

Our approach to sustainability

Creating sustainable spaces sits at the heart of our purpose. We are:

See more on sustainability on pages 37 to 62

Integrating

climate resilience

across our

business

Decarbonising

our business to

become net zero

by 2040

Putting health

and wellbeing

front and centre

Creating a lasting

positive social

impact in our

communities

Strategic Report – Overview

03Annual Report 2024 Great Portland Estates plc

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N

E Y

R D

Leicester

Square

Leicester

Square

Covent

Garden

Covent

Garden

Old

Street

Old

Street

HolbornHolborn

Chancery LaneChancery Lane

Piccadilly

Circus

Piccadilly

Circus

FarringdonFarringdon

Green

Park

Green

Park

Goodge

Street

Goodge

Street

Bond

Street

Bond

Street

Marble

Arch

Marble

Arch

Hyde Park

Corner

Hyde Park

Corner

Oxford

Circus

Oxford

Circus

Regent’s

Park

Regent’s

Park

Great

Portland

Street

Great

Portland

Street

Euston

Square

Euston

Square

EustonEuston

Mornington

Crescent

Mornington

Crescent

King’s Cross

St Pancras

King’s Cross

St Pancras

AngelAngel

Russell

Square

Russell

Square

BlackfriarsBlackfriars

St Paul’sSt Paul’s

BankBank

Mansion

House

Mansion

House

London

Bridge

London

Bridge

BoroughBorough

WaterlooWaterloo

Lambeth

North

Lambeth

North

SouthwarkSouthwark

WestminsterWestminster

BarbicanBarbican

MoorgateMoorgate

TempleTemple

St James’s

Park

St James’s

Park

Charing

Cross

Charing

Cross

EmbankmentEmbankment

Baker

Street

Baker

Street

Warren

Street

Warren

Street

Tottenham

Court Road

BermondseyBermondsey

Tower

Hill

Tower

Hill

Fenchurch

Street

Fenchurch

Street

Liverpool

Street

Liverpool

Street

AldgateAldgate

Aldgate EastAldgate East

WhitechapelWhitechapel

Bethnal

Green

Bethnal

Green

Shoreditch

High Street

Shoreditch

High Street

MonumentMonument

HYDE PARKHYDE PARK

GROSVENOR

SQUARE GARDEN

GROSVENOR

SQUARE GARDEN

CAVENDISH

SQUARE

CAVENDISH

SQUARE

PORTMAN

SQUARE

PORTMAN

SQUARE

HANOVER

SQUARE

HANOVER

SQUARE

RUSSELL

SQUARE

RUSSELL

SQUARE

BEDFORD

SQUARE

GARDEN

BEDFORD

SQUARE

GARDEN

LINCOLN’S

INN FIELDS

LINCOLN’S

INN FIELDS

INNER TEMPLE

GARDENS

INNER TEMPLE

GARDENS

JUBILEE

GARDENS

JUBILEE

GARDENS

BERKELEY

SQUARE

BERKELEY

SQUARE

REGENT’S PARKREGENT’S PARK

GREEN PARKGREEN PARK

ST JAMES’S

PARK

ST JAMES’S

PARK

ST JAMES’S

SQUARE

ST JAMES’S

SQUARE

SOHO

SQUARE

SOHO

SQUARE

BELGRAVE

SQUARE

GARDEN

BELGRAVE

SQUARE

GARDEN

ARCHBISHOP

PARK

ARCHBISHOP

PARK

WAPPING

GARDENS

WAPPING

GARDENS

WEAVERS

FIELDS

WEAVERS

FIELDS

MAYFAIR

COVENT

GARDEN

SOUTHBANK

SOUTHWARK

HOLBORN

BLOOMSBURY

FITZROVIA

CAMDEN

ISLINGTON

CLERKENWELL

SHOREDITCH

WHITECHAPEL

WAPPING

BETHNAL

GREEN

BARBICAN

CITY OF

LONDON

MARYLEBONE

BELGRAVIA

WESTMINSTER

Portfolio valuation

1

£2.3bn

2023: £2.4bn

Rent roll

1

£ 10 7. 5 m

2023: £106.4m

Property sq ft

2

2.7m  sq  ft

2023: 2.6m sq ft

Our portfolio

1

1.  Including share of joint ventures.

2.  Includes joint ventures.

Mount

Royal

183/190

Tottenham

Court Road

95/96

New Bond

Street

Hanover

Square

Elm Yard

Wells

& More

23/24

Newman

Street

Walmar

House

200 & 214

Gray’s Inn

Road

103/113

Regent

Street

1 Newman

Street &

70/88 Oxford

Street

7/15

Gresse

Street

35

Portman

Square

Pollen

House

Kingsland

House

48/54

Broadwick

Street &

16 Dufour’s

Place

31/34

Alfred

Place

The

Piccadilly

Buildings

Elsley

House

Kent

House

Orchard

Court

Carrington

House

141

Wardour

Street

Soho Square

Estate

See more

on page 11

Creating great spaces

in central London

5%

4%

3%

60%

18%

Ready to fit

Retail

Fully managed

10%

Flex Partnerships

Fitted

Other

5%

4%

3%

60%

18%

Ready to fit

Retail

Fully managed

10%

Flex Partnerships

Fitted

Other

04 Great Portland Estates plc Annual Report 2024

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Park

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Euston

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EustonEuston

Mornington

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Mornington

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St Pancras

King’s Cross

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AngelAngel

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Russell

Square

BlackfriarsBlackfriars

St Paul’sSt Paul’s

BankBank

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Mansion

House

London

Bridge

London

Bridge

BoroughBorough

WaterlooWaterloo

Lambeth

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Lambeth

North

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WestminsterWestminster

BarbicanBarbican

MoorgateMoorgate

TempleTemple

St James’s

Park

St James’s

Park

Charing

Cross

Charing

Cross

EmbankmentEmbankment

Baker

Street

Baker

Street

Warren

Street

Warren

Street

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Court Road

BermondseyBermondsey

Tower

Hill

Tower

Hill

Fenchurch

Street

Fenchurch

Street

Liverpool

Street

Liverpool

Street

AldgateAldgate

Aldgate EastAldgate East

WhitechapelWhitechapel

Bethnal

Green

Bethnal

Green

Shoreditch

High Street

Shoreditch

High Street

MonumentMonument

HYDE PARKHYDE PARK

GROSVENOR

SQUARE GARDEN

GROSVENOR

SQUARE GARDEN

CAVENDISH

SQUARE

CAVENDISH

SQUARE

PORTMAN

SQUARE

PORTMAN

SQUARE

HANOVER

SQUARE

HANOVER

SQUARE

RUSSELL

SQUARE

RUSSELL

SQUARE

BEDFORD

SQUARE

GARDEN

BEDFORD

SQUARE

GARDEN

LINCOLN’S

INN FIELDS

LINCOLN’S

INN FIELDS

INNER TEMPLE

GARDENS

INNER TEMPLE

GARDENS

JUBILEE

GARDENS

JUBILEE

GARDENS

BERKELEY

SQUARE

BERKELEY

SQUARE

REGENT’S PARKREGENT’S PARK

GREEN PARKGREEN PARK

ST JAMES’S

PARK

ST JAMES’S

PARK

ST JAMES’S

SQUARE

ST JAMES’S

SQUARE

SOHO

SQUARE

SOHO

SQUARE

BELGRAVE

SQUARE

GARDEN

BELGRAVE

SQUARE

GARDEN

ARCHBISHOP

PARK

ARCHBISHOP

PARK

WAPPING

GARDENS

WAPPING

GARDENS

WEAVERS

FIELDS

WEAVERS

FIELDS

MAYFAIR

COVENT

GARDEN

SOUTHBANK

SOUTHWARK

HOLBORN

BLOOMSBURY

FITZROVIA

CAMDEN

ISLINGTON

CLERKENWELL

SHOREDITCH

WHITECHAPEL

WAPPING

BETHNAL

GREEN

BARBICAN

CITY OF

LONDON

MARYLEBONE

BELGRAVIA

WESTMINSTER

Business mix

Locations

North of Oxford Street

Rest of West End

Office

Retail

Residential

£870.3m

£849.6m

£306.7m

£213.9m

£90.7m

£1,838.3m

£485.7m

£7.2m

37%

37%

4%

9%

13%

79%

21%

City

Southwark

Midtown

0%

Value

Value

Locations

Business mix

Locations

North of Oxford Street

Rest of West End

Office

Retail

Residential

£870.3m

£849.6m

£306.7m

£213.9m

£90.7m

£1,838.3m

£485.7m

£7.2m

37%

37%

4%

9%

13%

79%

21%

City

Southwark

Midtown

0%

Value

Value

Business mix

100% central London,

with 24% in our

HQ development or

Flex refurbishment

programme

Business mix

Locations

North of Oxford Street

Rest of West End

Office

Retail

Residential

£870.3m

£849.6m

£306.7m

£213.9m

£90.7m

£1,838.3m

£485.7m

£7.2m

37%

37%

4%

9%

13%

79%

21%

City

Southwark

Midtown

0%

Value

Value

Buildings providing Flex spaceNorth of Oxford Street Rest of West End

City MidtownSouthwark

2 Cathedral

Street

City

Tower

Woolyard

New City

Court

The Hickman

& Challenger

House

Bramah

House

2

Aldermanbury

Square

6

St Andrew

Street

Minerva

House

See more on

pages 8 and 9

Strategic Report – Overview

05Annual Report 2024 Great Portland Estates plc

![]()

Greater

choice.

See more on page 07

Trusted

partners.

See more on page 10

Driving

innovation.

See more on page 08

Future

London.

See more on page 11

Putting our

customers first

We aim to help our customers thrive,

by designing, creating, managing and

owning market-leading, sustainable

workspaces, delivering personal customer

experiences every single day.

06 Great Portland Estates plc Annual Report 2024

![]()

As customers increasingly demand the very best, sustainable spaces,

and discount the rest, we are shaping our spaces accordingly. We know

every business is different, so we aim to provide a choice of premium

spaces that allow our customers to take the option that best suits

their business needs.

Across our diverse London portfolio, our customers can choose to take

office space as Ready to Fit, or delivered flexibly on a Fitted or Fully

Managed basis, helping to make life easier and hassle free. Whilst our

spaces are many and varied, they are all of a high quality, as we recognise

that second best is no longer in demand.

Our leasing success this year demonstrates that this approach is working.

We signed 66 new leases generating £22.5 million in annual rent. The

rents achieved were 9.1% ahead of the March 2023 ERV, as our customers

recognise the value of the quality of space we are delivering. Looking

ahead, GPE is well-placed to continue this success with a deep pipeline

of buildings that will ensure we continue to deliver best-in-class spaces

over the coming years.

See more on pages 26 and 27

Greater

choice

Strategic Report – Overview

07Annual Report 2024 Great Portland Estates plc

![]()

We are committed to embedding innovative ways of working

throughout our development process to help benefit the local

environment, reduce our carbon footprint and have a positive

impact on the communities in which we work.

At Minerva House, SE1, we are working with our partners Morrisroe

and Multiplex to create a best-in-class riverside workspace,

located on the Southbank, right in front of the River Thames.

Originally constructed in the 1980s, the six-storey building sits

opposite Southwark Cathedral and Borough Market, an iconic

location, that is surrounded by public realm.

We aim to retrofit and refurbish the existing building, maintaining

over 70% of the existing fabric, together with introducing innovative

ways of working that will further reduce the overall embodied

carbon impact of the development. As part of our activities, 20 tonnes

of glass will be salvaged from site and used in the production of

new glass; this is one of the first schemes in the country to participate

in this truly circular and innovative process.

Minerva House is also the first private development on the Thames

to utilise a barge to remove materials from site during the first phase

of the development. This pioneering approach will reduce the total

number of heavy goods vehicles coming to site by 65% during the

deconstruction phase, removing waste from an area with very high

footfall, as well as reducing noise and air pollution in a congested,

pedestrian heavy environment.

See more on page 24

Driving

innovation

08 Great Portland Estates plc Annual Report 2024

![]()

Our innovative approach of utilising the river will benefit the

local community by reducing pollution and vehicle numbers, and

managing road safety in a congested central London location.

Strategic Report – Overview

09Annual Report 2024 Great Portland Estates plc

![]()

Trusted

partners

We believe in the power of people and partnerships to

create exceptional, climate-conscious places that deliver

for our customers. In order to create space for London

to thrive, we have a responsibility to ensure that we have

a long lasting positive impact on the communities in

which we work.

This year we continued to support our charity partnership

with XLP by organising a series of charity challenges during

our inaugural community week. More than 120 GPE team

members came together to undertake numerous activities,

including: completing the National Three Peaks challenge

in 24 hours, trekking 42km along the South Downs way,

walking a marathon through London’s Royal Parks,

braving a tandem skydive from 13,000 ft and community

volunteering. The team successfully raised over £82,000

and surpassed our initial target of £75,000.

We support XLP because it empowers young people

from disadvantaged backgrounds to complete their

education, avoid anti-social behaviour and ultimately

become independent and confident contributors within

their communities. Last year, the organisation helped

4,000 young people and their families. Our partnership

with XLP is designed to help us reach our shared goal of

creating social value in London, creating a positive impact

in the areas where we operate and improving the lives

of its residents and wider community.

See more on pages 50 and 51

Skye from Newham is one of XLP’s young musicians. She’s now

working in the music industry and on the charity’s youth board.

10 Great Portland Estates plc Annual Report 2024

![]()

Our recent acquisition of the Soho Square Estate, W1 represents

a fantastic opportunity to transform a strategic West End

freehold site into a new best-in-class headquarters building

perfectly suited to the demands of the modern customer.

The 0.5 acre site is located at the eastern end of Oxford Street, in a

area we know well, just 100 metres from the new Tottenham Court

Road Elizabeth line station. The existing collection of buildings are

at the end of their economic life and the site benefits from planning

consent to deliver a brand new building spanning the entirety of

the site. Ahead of an anticipated start in Q1 2025, we intend to

improve the building design by adding new area and improving the

quality of space to further increase its attractiveness to prospective

customers. Once complete, the building will provide 100,300 sq ft

of new Grade A offices on Soho Square and prime retail space on

Oxford Street. The office building will be arranged over basement,

lower ground, ground and eight upper floors, with multiple private

terraces and a communal roof terrace and will deliver best-in-class

sustainability metrics.

The Soho Square Estate is a great addition to a development

pipeline that is already stacked with future opportunity. Our plans

will greatly improve the local environment, provide support for

London’s economy and deliver a lasting sustainable impact

on London’s future.

See more on pages 24 and 25

Future

London

Strategic Report – Overview

11Annual Report 2024 Great Portland Estates plc

![]()

How we create value

In order to unlock potential, we apply our specialist skills to reposition properties to

produce high quality, sustainable spaces that our customers demand. Our disciplined

approach to allocating capital shapes our activities, ensuring we operate in tune

with London’s cyclical property markets to maximise returns.

Our stakeholder relationships

– Intense, supportive, customer-focused approach to

understand customers’ needs. Utilising regular customer

feedback to create bespoke action plans.

– Strong levels of customer satisfaction.

– Open relationship with debt and equity providers based

on clear investment case and transparent disclosure.

– Deep relationships with key suppliers (including contractors)

and joint venture partners.

– Positive engagement with local communities,

local authorities and planning departments.

Our portfolio and sustainability

– 100% central London, in attractive locations well served

by local infrastructure with enduring customer demand.

– Located in markets with high barriers to entry playing to our strengths.

– Continual repositioning of buildings to enhance the customer

experience, improve sustainability performance, futureproof

value and enhance the environment in which they are located.

– Measures to improve the climate resilience of our buildings

integrated within the design of our spaces.

– Positioned for future growth; 24% of portfolio in our HQ

development or Flex refurbishment programme. Potential

c.£0.5 billion commitment across seven on-site HQ development

and Flex conversion schemes.

– Disciplined capital allocation approach;

must be accretive to existing portfolio.

– Tired, inefficient properties, often with

poor EPC ratings, with angles to exploit.

– Attractive central London locations

supported by infrastructure

improvements/local investment.

– Discount to replacement cost

and typically off-market.

– Off low rents and low capital

values per sq ft.

– Optionality: flexible business plans.

– Opportunity to enhance sustainability

credentials and grow our Flex portfolio.

– Ability to deliver profit on cost on

development schemes of 12.5%-20.0%

and an ungeared IRR of 10.0%-15.0%.

See more on our investment activities and Flex acquisition criteria

on pages 28 and 29

– Through lease restructuring,

the delivery of flexible space,

refurbishment or redevelopment.

– Deliver high quality sustainable

spaces into supportive markets that

meet and exceed customer needs.

– Manage risk through pre-letting,

joint ventures and forward sales.

– Deliver climate-resilient buildings that

integrate market-leading sustainability

standards, flexibility, amenity, wellbeing

and technological innovation.

– Enhance the local environment

and public realm.

– Deliver a lasting positive social impact

in our communities.

See more on our development activities

on pages 23 to 25

We apply our specialist skills to reposition properties…

…to create value

1,450hrs

Hours donated

to XLP

-12.1%

Like-for-like portfolio

valuation decline

1

100%

BREEAM ’Excellent’

completions

£338k

Contributed to our

Decarbonisation Fund

See our KPIs on pages 16 and 17

See more on our stakeholder relationships

on pages 69 to 72

See more on our portfolio and sustainability

on pages 34 to 62

Sustainability touches everything we do

…underpinned by key resources and relationships…

Acquire Reposition

+30.2

Office Net Promoter

Score, outperforming

the industry average

of +6.9

£1.5m

GPE social value

created

During the year, our

acquisitions included

141 Wardour Street, W1

(above) to add to our Fully

Managed office offer

and the Soho Square

Estate which has been

added to our near-term

development pipeline.

Repositioning

buildings is key to

adding value. This year,

we commenced the

redevelopment of

French Railways House

& 50 Jermyn Street,

SW1 which will add

67,600 sq ft of best-in-

class, office and retail

space near St James’s

and Piccadilly.

12 Great Portland Estates plc Annual Report 2024

![]()

Our people and culture

– Experienced management team supported by specialist in-house

Portfolio Management, Customer Experience, Development,

Investment, Leasing and Finance teams and support functions.

– Entrepreneurial, collegiate and inclusive culture based on

strong values with disciplined approach to risk management.

– Reward linked to purpose, strategy and values with close

alignment with stakeholders to deliver value and outperformance.

– Effective governance structure.

– Positive employee engagement.

Our capital strength

– Consistently strong balance sheet and conservative

financial leverage.

– Low cost, diversified debt facilities and plentiful liquidity.

– Evolving debt book to align with our values via

ESG-linked financing.

– Sustainable Finance Framework in place.

– Disciplined allocation of capital through analytical,

risk adjusted IRR decision making.

– Support low and progressive dividend policy.

– Tax efficient REIT structure.

See more in our investment activities

on pages 28 and 29

See more about our customers

on pages 69 and 70

– Deliver a ‘Customer First’ approach,

providing efficient, resilient, healthy and

innovative space to meet the demands

of modern customers.

– Provide a greater choice of spaces to appeal

to a variety of customer needs, whether on

a Ready to Fit, Fitted or Fully Managed basis.

– Constantly evolving to lead emerging trends,

including the use of technology to enhance

the customer experience.

– Detailed business plan for every property

reviewed quarterly to maximise total returns

over our cost of capital.

– Strong sustainability credentials to maximise

customer appeal, enhance the long-term

property value and reduce obsolescence.

– Disciplined capital recycling through

the sale of properties where we

have executed our business plans,

projected returns are insufficient

or where we are able to monetise

our expected future profits.

– Create a legacy of high quality,

sustainable buildings to benefit

London and the communities

in which they are located.

– Reinvest proceeds into higher

return opportunities.

– Return excess equity capital to

shareholders when reinvestment

opportunities are limited.

98%

Staff survey

participation rate

88%

Proud to work at GPE

74%

Employee

Engagement Index

624p

EPRA NTA NAV

32.6%

EPRA loan to value

1

£633m

Cash and undrawn

facilities

1

See more on our culture and people

on pages 63 to 68

See more on our capital strength

on page 32

1.  Includes share of joint ventures.

Operate & manage Recycle

Our customers are

demanding the very

best spaces for their

people, together

with greater levels of

service and amenity.

Therefore, the spaces

we deliver and the

services we provide are

evolving to meet these

growing demands.

During the year,

we made a number

of small sales

totalling £13.4 million,

including 6 Brook

Street, W1 (above).

Looking forward,

we anticipate further

sales in the near term.

Strategic Report – Overview

13Annual Report 2024 Great Portland Estates plc

![]()

Our near-term strategic priorities

We have a clear strategic focus that enables us to deliver attractive long-term value

to our stakeholders. In the near term, our priority is to create exciting sustainable spaces

for our customers, whether through expanding our flexible offerings or delivering on our

ambitious development programme.

Priorities for 2023/24 Priorities for 2023/24

1

Progress

sustainability

and innovation

agenda

2

Enhance

portfolio through

acquisitions

and sales

3

Deliver on our

Flex ambition

4

Embed  our

‘Customer First’

approach

5

Deliver and lease

the committed

schemes

6

Prepare

the pipeline

See more on pages 37 to 62 See more on pages 28 and 29 See more on pages 25 to 27 See more on pages 69 and 70 See more on pages 23 to 25 See more on pages 23 to 25

Key initiatives

– Complete new metering initiative

to transform capture of energy

usage across the portfolio.

– Deliver climate change Transition

Plan by March 2024 in line with

UK legislation.

– Implement initiatives under

Innovation Strategy and explore

emerging technologies including

artificial intelligence.

– Acquire Flex opportunities to

help deliver growth ambition.

– Supplement development pipeline

through acquisition.

– Maintain discipline of capital recycling

through the sale of properties where

we have executed our business

plans and prospective returns are

insufficient. Recycle proceeds

into development programme.

– Explore opportunities to JV

larger developments.

– Deliver Flex growth to more

than one million sq ft over next

five years, both organically

and through acquisitions.

– Evolve and embed new marketing

messages on Flex key selling points.

– Commence the refurbishment of

6 St Andrew Street, EC4, Alfred Place,

WC1 and Egyptian House, SW1.

Key initiatives

– Roll out customer service proposition

and training to all GPE employees

and service partners.

– Establish KPIs, along with greater

engagement from customers,

to measure success of the

Customer First programme.

– Deliver roll-out of phase 2 of CRM.

– Progress the redevelopment

of 2 Aldermanbury Square, EC2

to time and budget.

– Maintain close relationship with

Clifford Chance to help deliver

a building that meets its needs.

– Deliver the refurbishment of

6 St Andrew Street, EC4 by Q3 2024,

prepare marketing campaign

for launch.

– Resolve planning status at

New City Court and Minerva House,

both SE1.

– Commence the redevelopment

of French Railways House

& 50 Jermyn Street, SW1.

– Prepare Minerva House for start

on-site.

Progress in year

– Development of real time

analytics dashboard to increase

business pace and agility.

– Further delivery of CRM platform

to support the scaling of our

Fully Managed space.

– Refreshed Roadmap to Net Zero.

– Significant circular economy

project to reuse steel underway

at 2 Aldermanbury Square, EC2.

– Metering project well underway.

– Two Flex acquisitions: 141 Wardour

Street, W1 and Bramah House, SE1

totalling £53 million.

– Soho Square Estate acquired for

new HQ development for £70 million.

– Two small sales completed realising

£13.4 million in proceeds.

– Flex space grown to 503,000 sq ft,

or 23.5% of office portfolio.

– Flex marketing collateral launched.

– Refurbishment underway at

6 St Andrew Street, EC4,

Egyptian & Dudley House, SW1

Alfred Place, WC1 and Kent House, W1.

– Bramah House, SE1 and

141 Wardour Street, W1 acquired.

Progress in year

– Customer service proposition

rolled out to GPE workforce,

with positive feedback.

– New CRM capability to cover reporting

on leasing funnel and tracking customer

success and complaints stories.

– Established new customer insights

and strategy function as well as

new role focused on customer

relationship management.

– Customer First added to GPE values

and senior management objectives.

– 2 Aldermanbury Square on time and

budget with expected completion,

and hand-over to Clifford Chance

in Q1 2026.

– Positive engagement with Clifford

Chance, with confirmation that

they have not taken up their option

to hand space back to GPE.

– Refurbishment underway at

6 St Andrew Street, with completion

expected in Q4 2024 and marketing

underway.

– Planning permission granted

at Minerva House.

– Planning permission refused

at New City Court, alternative

business plans underway together

with early engagement with

Southwark Council.

– Development commitment

made at Minerva House, SE1,

anticipated completion Q4 2026.

Priorities for 2024/25

Unchanged

Unchanged Unchanged

Priorities for 2024/25

Unchanged

Unchanged Unchanged

Key initiatives

– Develop multi-year, business

wide digital transformation plan.

– Launch and embed our Roadmap

to Net Zero v2.0.

– Deliver Transition Plan in line

with sector guidance published

in Q1 2024, including double

materiality review.

– Utilise steel recovered from

2 Aldermanbury Square in French

Railways House & 50 Jermyn Street, SW1.

– Deploy proceeds from rights issue.

– Acquire Flex opportunities to help deliver

one million sq ft growth ambition.

– Supplement development pipeline

through acquisition.

– Maintain discipline of capital recycling

through the sale of properties where

we have executed our business

plans and prospective returns are

insufficient. Recycle proceeds into

development programme and

new acquisition opportunities.

– Complete refurbishments of

31/34 Alfred Place, Kent House

and 6 St Andrew Street.

– Maintain sector leading NPS score

for Fitted and Fully Managed spaces.

– Acquire Flex opportunities to

help deliver growth ambition.

– Achieve £15.0 million of annualised

Fully Managed NOI by 31 March 2025.

Key initiatives

– Roll-out GPE service proposition

and standards to service partners,

agents and contractors.

– Retail customer journey mapping.

– Embed Customer Relationship

Engagement Strategy and team

with the ambition to drive increased

renewals and retention.

– Further develop customer

insights function.

– Seek pre-letting opportunities at

Minerva House, SE1 and French Railways

House & 50 Jermyn Street, SW1.

– Remain on track for delivery of

2 Aldermanbury Square, French

Railways House & 50 Jermyn Street

and Minerva House.

– Complete refurbishment of

6 St Andrew Street, 141 Wardour

Street and 31/34 Alfred Place

and commence leasing.

– Prepare Soho Square Estate

for redevelopment.

– Reconfigure plans for the

redevelopment of New City Court,

SE1 and submit revised planning

application to Southwark Council.

– Progress refurbishment plans for

The Courtyard, WC1 following

exchange of contracts in April 2024.

14 Great Portland Estates plc Annual Report 2024

![]()

Priorities for 2023/24 Priorities for 2023/24

1

Progress

sustainability

and innovation

agenda

2

Enhance

portfolio through

acquisitions

and sales

3

Deliver on our

Flex ambition

4

Embed  our

‘Customer First’

approach

5

Deliver and lease

the committed

schemes

6

Prepare

the pipeline

See more on pages 37 to 62 See more on pages 28 and 29 See more on pages 25 to 27 See more on pages 69 and 70 See more on pages 23 to 25 See more on pages 23 to 25

Key initiatives

– Complete new metering initiative

to transform capture of energy

usage across the portfolio.

– Deliver climate change Transition

Plan by March 2024 in line with

UK legislation.

– Implement initiatives under

Innovation Strategy and explore

emerging technologies including

artificial intelligence.

– Acquire Flex opportunities to

help deliver growth ambition.

– Supplement development pipeline

through acquisition.

– Maintain discipline of capital recycling

through the sale of properties where

we have executed our business

plans and prospective returns are

insufficient. Recycle proceeds

into development programme.

– Explore opportunities to JV

larger developments.

– Deliver Flex growth to more

than one million sq ft over next

five years, both organically

and through acquisitions.

– Evolve and embed new marketing

messages on Flex key selling points.

– Commence the refurbishment of

6 St Andrew Street, EC4, Alfred Place,

WC1 and Egyptian House, SW1.

Key initiatives

– Roll out customer service proposition

and training to all GPE employees

and service partners.

– Establish KPIs, along with greater

engagement from customers,

to measure success of the

Customer First programme.

– Deliver roll-out of phase 2 of CRM.

– Progress the redevelopment

of 2 Aldermanbury Square, EC2

to time and budget.

– Maintain close relationship with

Clifford Chance to help deliver

a building that meets its needs.

– Deliver the refurbishment of

6 St Andrew Street, EC4 by Q3 2024,

prepare marketing campaign

for launch.

– Resolve planning status at

New City Court and Minerva House,

both SE1.

– Commence the redevelopment

of French Railways House

& 50 Jermyn Street, SW1.

– Prepare Minerva House for start

on-site.

Progress in year

– Development of real time

analytics dashboard to increase

business pace and agility.

– Further delivery of CRM platform

to support the scaling of our

Fully Managed space.

– Refreshed Roadmap to Net Zero.

– Significant circular economy

project to reuse steel underway

at 2 Aldermanbury Square, EC2.

– Metering project well underway.

– Two Flex acquisitions: 141 Wardour

Street, W1 and Bramah House, SE1

totalling £53 million.

– Soho Square Estate acquired for

new HQ development for £70 million.

– Two small sales completed realising

£13.4 million in proceeds.

– Flex space grown to 503,000 sq ft,

or 23.5% of office portfolio.

– Flex marketing collateral launched.

– Refurbishment underway at

6 St Andrew Street, EC4,

Egyptian & Dudley House, SW1

Alfred Place, WC1 and Kent House, W1.

– Bramah House, SE1 and

141 Wardour Street, W1 acquired.

Progress in year

– Customer service proposition

rolled out to GPE workforce,

with positive feedback.

– New CRM capability to cover reporting

on leasing funnel and tracking customer

success and complaints stories.

– Established new customer insights

and strategy function as well as

new role focused on customer

relationship management.

– Customer First added to GPE values

and senior management objectives.

– 2 Aldermanbury Square on time and

budget with expected completion,

and hand-over to Clifford Chance

in Q1 2026.

– Positive engagement with Clifford

Chance, with confirmation that

they have not taken up their option

to hand space back to GPE.

– Refurbishment underway at

6 St Andrew Street, with completion

expected in Q4 2024 and marketing

underway.

– Planning permission granted

at Minerva House.

– Planning permission refused

at New City Court, alternative

business plans underway together

with early engagement with

Southwark Council.

– Development commitment

made at Minerva House, SE1,

anticipated completion Q4 2026.

Priorities for 2024/25

Unchanged

Unchanged Unchanged

Priorities for 2024/25

Unchanged

Unchanged Unchanged

Key initiatives

– Develop multi-year, business

wide digital transformation plan.

– Launch and embed our Roadmap

to Net Zero v2.0.

– Deliver Transition Plan in line

with sector guidance published

in Q1 2024, including double

materiality review.

– Utilise steel recovered from

2 Aldermanbury Square in French

Railways House & 50 Jermyn Street, SW1.

– Deploy proceeds from rights issue.

– Acquire Flex opportunities to help deliver

one million sq ft growth ambition.

– Supplement development pipeline

through acquisition.

– Maintain discipline of capital recycling

through the sale of properties where

we have executed our business

plans and prospective returns are

insufficient. Recycle proceeds into

development programme and

new acquisition opportunities.

– Complete refurbishments of

31/34 Alfred Place, Kent House

and 6 St Andrew Street.

– Maintain sector leading NPS score

for Fitted and Fully Managed spaces.

– Acquire Flex opportunities to

help deliver growth ambition.

– Achieve £15.0 million of annualised

Fully Managed NOI by 31 March 2025.

Key initiatives

– Roll-out GPE service proposition

and standards to service partners,

agents and contractors.

– Retail customer journey mapping.

– Embed Customer Relationship

Engagement Strategy and team

with the ambition to drive increased

renewals and retention.

– Further develop customer

insights function.

– Seek pre-letting opportunities at

Minerva House, SE1 and French Railways

House & 50 Jermyn Street, SW1.

– Remain on track for delivery of

2 Aldermanbury Square, French

Railways House & 50 Jermyn Street

and Minerva House.

– Complete refurbishment of

6 St Andrew Street, 141 Wardour

Street and 31/34 Alfred Place

and commence leasing.

– Prepare Soho Square Estate

for redevelopment.

– Reconfigure plans for the

redevelopment of New City Court,

SE1 and submit revised planning

application to Southwark Council.

– Progress refurbishment plans for

The Courtyard, WC1 following

exchange of contracts in April 2024.

Strategic Report – Overview

15Annual Report 2024 Great Portland Estates plc

![]()

Our key performance indicators

Rationale

TSR is a standard measure of shareholder value creation over

time. It measures the movement in a company’s share price

plus dividends expressed as an annual percentage movement.

Commentary

TSR of the Group has been benchmarked against the

TSR of the FTSE 350 Real Estate Index (excluding agencies).

The TSR of the Group was -21.3%

1

for the year, compared

to +10.7% for the benchmark given improved investor

sentiment for non-office based real estate companies.

See more on page 140

Rationale

TAR is measured as absolute EPRA NTA per share growth

(the industry standard measure of a real estate company’s

success at creating value) plus any ordinary dividends paid,

expressed as a percentage of the period’s opening EPRA NTA.

Commentary

TAR was -15.9% for the year. The TAR performance was

driven by the impact of elevated interest rates on the

property valuation.

See more on pages 30 to 33 and note 9

to the financial statements

Total Accounting Return

% (TAR)

Total Shareholder Return

% (TSR)

Our KPIs are driven by our

strategic priorities:

LTIP

Performance criteria for Executive Directors’ and

certain senior managers’ long-term incentives

plans (LTIP).

Exec Bonus

Performance criteria for Executive Directors’ and all

employees’ annual bonuses save that the employee

engagement and diversity measures do not apply

to most colleagues to avoid conflicts of interest.

The previously reported relative Total Property Return

metric ceased to apply to bonuses following the

adoption of the 2023 Directors’ remuneration policy

and is no longer reported on as KPI in this section.

Our key performance indicators (KPIs) measure the principal metrics that we focus on to

run the business, and they, along with the key measures that drive them, help determine

how we are remunerated. Over the longer term, we aim to outperform our benchmarks

through successfully executing our strategy. Over the last 12 months, the challenging macro-

economic environment impacted absolute property returns and real estate share prices.

However, our strong operating performance helped us outperform many of our benchmarks.

(7.2)

1.7

6.6

Benchmark (italics)

(12.4)

21.1

2020 2021 2022 2023 2024

(21.3)

(27.3)

(28.5)

20.8

10.7

-10

-20

30

10

20

-30

0

8.8

(8.8)

3.2

2020 2021 2022 2023 2024

(15.9)

(7.8)

0

-5

20

10

15

-10

-15

-20

5

4.04.0

4.0

3.0

Benchmark (italics)

1

Progress sustainability

and innovation agenda

2

Enhance portfolio through

sales and acquisitions

3

Deliver on our Flex ambition

4

Embed our ‘Customer First’

approach

5

Deliver and lease the

committed schemes

6

Prepare the pipeline

AlI

All six priorities

LTIP Exec Bonus

2

All

LTIP

All

2.  For the 2023/24 Annual Bonus, TAR per share is benchmarked against the

relative performance of the FTSE 350 Real Estate Index (excluding agencies).

While a number of companies are yet to publish their financial results,

we anticipate that our TAR for the year underperformed the Index due

to the comparatively stronger performance of other real estate sectors.

1.  On a spot basis.

See Directors’ remuneration report

on pages 124 to 143

16 Great Portland Estates plc Annual Report 2024

![]()

Scorecard Measure Link to shareholder returns

Performance

2023/24 minimum threshold

Optimising financial

performance

(during downturn)

51 42 3

1.  Rent achieved on market

lettings during year vs

ERV (as per CBRE at start

of year) – ‘% beat to

market rent’

Will enhance property

valuations and

maximise income

+9.1%

≥ ERV @ 31 March 2023

2. Vacancy rate at year end

(including completed

development/refurbished

space during year)

Will enhance property

valuations and

maximise income

1.3%

≤ 8 .0%

3.  Maintain appropriate

liquidity

Underpins ability to acquire

and invest in assets to drive

capital and income returns

£633m

≥ £1 5 0m

Transforming the

business and putting

customers first

62 53 4

1.  Hitting planning milestones

in year (combination of

planning submissions and

planning approvals across

entire portfolio)

Enhances property valuations

50%/100%

50% of Major and

50% of Minor in-scope

applications approved

2.  Commitments to new

Flex space over the year

Underpins strategy to

expand Flex space in line

with disclosed targets

102,353 sq ft

≥ 30,000 sq ft

3.  Market leading

office customer NPS

Underpins strategy, aids

customer retention and

enhances property valuations

+30.2

≥ +20.0

Delivering our

Roadmap to Net Zero

1 5 6

1.  Reduction in energy

consumption (targets

set each year against

Roadmap)

Increases attraction of

GPE space driving rents

and enhancing property

valuations

149.7 kWh/m

2

≤ 191  kWh/m

2

2.  All new developments

to be net zero or on

track to be net zero

Underpins HQ repositioning

strategy, customer demand,

capital and income returns

83%

≥ 50%

Personal and

business culture

All

1.  Maintaining and nurturing

a positive and inclusive

culture (measured through

employee engagement

and inclusion index survey

scores)

Retaining and attracting

key talent critical to

support growth

74%

≥65%

2. Achievements

against gender and

diversity targets (as

detailed on page 130)

Ensuring diverse talent to

develop and deliver strategy

Progress against

both targets

Improvement on each

target against position

at 31 March 2023

Revised KPIs for 2023/2024

As explained in last year’s Annual Report, given the macro-economic backdrop, the Group has moved to a more target-based

operational scorecard under the revised Directors’ remuneration policy approved by shareholders at the 2023 Annual

General Meeting. The scorecard is designed to motivate management to optimise returns for shareholders by focusing on

clear and measurable objectives to deliver our strategic priorities. Each of the measures is designed to directly or indirectly

drive our financial KPIs and shareholder value in the longer term and form an integral part of the revised Directors’ remuneration

policy to align performance and executive remuneration.

Strategic Report – Overview

17Annual Report 2024 Great Portland Estates plc

![]()

We are integrating climate

resilience across our business

We maintain our ambition to be at the leading edge of sustainable development

Applying climate resilience to our business strategy means we address the transitional risk of climate

change and implement net zero carbon plans for each of our assets. Through our approach, we are

committed to collaborating with all our partners to improve the resilience of our supply chain, and

are constantly looking to embed nature-based solutions to increase biodiversity across our portfolio.

Last year we also repositioned our Statement of Intent ‘The Time is Now’ to ensure we continue to

deliver against our commitments and continue to support the resilience of our London communities.

In this section:

19 Statement from the Chief Executive

21 Our markets

23 Our development activities

and capex programme

26 Our leasing and Flex activities

28 Our investment activities

30 Our financial results

34 Our portfolio

37 Sustainability

63 Our people and culture

69 Our stakeholder relationships

72 Engaging with our stakeholders

74 Our approach to risk

Strategic Report

Annual review

18 Great Portland Estates plc Annual Report 2024

![]()

Statement from the Chief Executive

Strong operational performance – strategic focus

Despite the continued macro-economic uncertainty and higher

interest rates impacting our property valuation over the year, we

delivered another strong operational performance. Our excellent

leasing results, low vacancy and positive rental growth again

demonstrated that our offices are in high customer demand,

in a supply constrained market. With these supportive market

conditions, characterised by the sharp bifurcation between

the best spaces and the rest, our clear strategy of delivering

best-in-class HQ buildings and Flex spaces for our customers

means we have both a business and a portfolio which are

well positioned to take advantage.

Positioned to take advantage of return of

the cycle – net buyer for first time since 2013

In this financial year, we added to our portfolio, acquiring

three properties off-market for £122.9 million, including

two Flex acquisitions and one HQ in Soho Square, W1, that

has been added to our development pipeline. With two

small non-core sales, we were a net buyer for the first time in

more than ten years. Since the start of the new financial year,

we have also exchanged contracts to buy The Courtyard, WC1

for £28.6 million in an asset swap deal, adding to our Flex

cluster in Fitzrovia.

We believe the central London investment market is now at or

around its trough and is turning in our favour with real property

values having fallen to 2009 levels, triggered by elevated

inflation and high interest rates. As a result, we fully expect to

add to our growth prospects and have identified a compelling

set of accretive acquisition opportunities. The rights issue,

together with our already strong financial and liquidity

position, will provide further capacity for new investment.

With our strong track record of counter-cyclical investment

and our experienced team, our prospects are appealing.

Strong leasing year – 9.1% ahead of ERV

During the year, we signed 66 new leases, delivering £22.5 million

of new rent, with market lettings 9.1% ahead of the March 2023

ERV. This includes 29 new deals across our Flex spaces, securing

£13.7 million in rent at a 12.3% beat to the March 2023 ERV.

At our Fully Managed spaces, we achieved average rents of

£208 per sq ft, supporting our ambitions for further growth

across our identified central London Flex clusters.

We also had many leasing successes across our retail portfolio,

as the recovery strengthens with West End footfall back to

near pre-pandemic levels and the Elizabeth line enhancing

transport connectivity for shoppers, workers and tourists alike.

We signed 26 retail leases delivering £7.0 million of new rent,

beating the March 2023 ERV by 4.7%.

We value every customer – market leading

NPS and high customer retention

Our well established Customer First approach, putting

customer needs at the centre of everything we do, was

further strengthened this year with the addition of a

new employee value: ‘We value every customer’.

We also continued to deliver a leading Net Promoter Score

of +30.2, significantly ahead of the office industry average

of +6.9, which has supported strong customer retention.

We retained 83% of our customers across the portfolio in the

last 12 months, which helped us maintain our exceptionally

high rent collection rates, securing in excess of 99% of all

rents within seven working days, whilst also keeping our

investment void low at 1.3%.

Rental value growth more than offset by

increased yields – valuation performance impacted

With customers increasingly demanding the very best,

sustainable spaces, they are competing in a market

increasingly starved of new, Grade A supply, putting further

upward pressure on prime rents. Across our portfolio, we saw

a like-for-like increase in rental values of 3.8% over the year,

with our retail rental values up 4.4%. Overall our office rents

were up 3.6%, whilst our Fully Managed office spaces again

outperformed, up 5.2%.

Despite this attractive rental growth, our property values

reduced by 12.1%, reflecting the global impact of higher

interest rates on property yields. However, this reduction

was first half weighted and we believe prime property

yields are now likely around their peak.

The property valuation decline reduced IFRS NAV and EPRA

NTA per share by 17.6% over the year. When combined with

an ordinary dividend maintained at 12.6 pence per share,

our Total Accounting Return was minus 15.9%. Including the

revaluation of the portfolio, we delivered an IFRS loss for

the year of £307.8 million. Diluted EPRA EPS was 7.1 pence,

a decline of 25.3%, primarily driven by the impact of the

higher interest rate environment.

“ Our clear strategy of delivering

best-in-class HQ buildings and

Flex spaces for our customers means

we have both a business and a

portfolio which is well positioned

to take advantage of supportive

market conditions.”

Toby Courtauld Chief Executive

Strategic Report – Annual review

19Annual Report 2024 Great Portland Estates plc

![]()

Statement from the Chief Executive continued

More rental value growth to come –

London a true global city

Whilst macro-economic volatility persists, our confidence

and belief in London remains. Unrivalled as one of the

world’s most attractive and diverse mixed-use locations,

London is a true global city. Central London is busy and

office workers have returned, with hybrid working now

the norm. 74% of our portfolio is in the West End and 93%

located close to Elizabeth line stations.

Looking forward, we anticipate supportive rental conditions

for the best spaces and are optimistic for further rental

growth, with portfolio-wide guidance of 3% to 6% over the

next financial year. For prime office space, our guidance

is stronger still at 5% to 10%.

HQ repositioning – two new major commitments

We committed to the redevelopment of French Railways House

& 50 Jermyn Street, SW1, following the agreement of a new

headlease. Our prime office-led scheme on Piccadilly will

provide 67,600 sq ft of new Grade A space and will embrace

the principles of the circular economy. It is expected to

complete in mid-2026 and deliver a profit on cost of 23.7%.

Our latest commitment at Minerva House, SE1, will take full

advantage of its impressive River Thames frontage, creating an

enviable South Bank HQ destination with new public realm

and gardens, whilst delivering outstanding sustainability and

re-use credentials. It is expected to complete in Q3 2026

and deliver a profit on cost of 19.1%.

We have also made significant progress at 2 Aldermanbury

Square, EC2. Clifford Chance LLP have leased the entirety of

office space (321,100 sq ft) and our development works are

progressing well, where we are substantially increasing the

size of the building (up from 176,000 sq ft) and completion

is expected in early 2026. Preparations for our two other

near-term schemes continue, which, together with our

committed schemes, will deliver 0.8 million sq ft of prime,

predominantly office space with exemplary sustainability

credentials, along with £76 million of ERV following our

proposed £0.8 billion of total investment.

Flex spaces – four schemes on-site and

on track for growth to one million sq ft

We have recently committed to the refurbishment of

141 Wardour Street, W1 which will provide 29,900 sq ft of new

Fully Managed led space in the heart of Soho. The building

will form part of our Soho Flex cluster, close to our successfully

established 16 Dufour’s Place, W1 and will complete next year.

Our three other on-site Flex refurbishments are progressing

well, with 6 St Andrew Street, EC4 and 31/34 Alfred Place, WC1

on track to be delivered in Q3 2024, whilst Egyptian & Dudley

House, SW1 will complete in 2025.

Together with good progress across our various on-floor

refurbishments, we have increased our committed Flex space

to 503,000 sq ft, as we advance towards our one million sq ft

ambition. We expect that more than 75% of our Flex footprint

will be delivered as Fully Managed spaces, generating

more than £75 million of net operating income. To deliver

on these ambitions, we have enhanced our organisational

structure through promoting from within and the targeted

recruitment of new talent.

Sustainability: updated Roadmap to Net Zero

and embracing the circular economy

Last year, we updated our approach to climate resilience and

our sustainability Statement of Intent. This year, we updated

our Roadmap to Net Zero, increasing the scope and ambition

of lowering our carbon emissions and aiming to deliver a 90%

reduction in Scope 1, 2 and 3 emissions to reach net zero by

2040. Alongside these ambitious targets, we have continued

to embrace the principles of the circular economy across our

development projects, with market leading steel and glass

reuse projects commenced during the year.

Outlook

We are pleased to report on another year of strong

operational performance. Our appealing blend of best in

class HQ offices and Fully Managed Flex spaces, all in central

London’s undersupplied markets, is proving attractive to

customers, enabling us to beat the valuer’s ERV estimates

by 9.1% on all signed leases, the highest margin since 2012

and by 11.1% across our office lettings. Today, our portfolio

is effectively full and, having delivered ERV growth towards

the top end of last year’s guidance, we have upgraded our

forecast for this year to 5% to 10% for our prime offices.

We remain strong believers in London’s long-term prospects;

whilst its occupational markets, particularly for centrally located,

Grade A space continue to power ahead with growing demand

and shrinking supply, we believe its investment markets are

at an inflection point; macro-economic effects ushered in a

prolonged period of high inflation and elevated interest rates,

triggering capital value declines of 58% in real terms since 2016,

to levels we last saw after the GFC in 2009. We believe values

are now at or around their cyclical trough and consequently,

we turned net buyer during the year for the first time since 2013,

acquiring £152 million of opportunities since March 2023 at an

average 42% discount to replacement cost.

To enable us to take further advantage of disrupted

investment market pricing, we intend to complete a fully

underwritten rights issue and have exchanged on the acquisition

of The Courtyard, a core West End Flex conversion opportunity.

With an increasing pipeline of potential acquisitions, totalling

circa £1.4 billion and a number of encouraging discussions

ongoing, we can look forward to adding accretive opportunities

to our well-located portfolio. Having completed our asset sales

at more opportune points in the cycle, we will return to selling

once investment markets recover.

In this context, GPE’s prospects are strong; our Flex and

HQ development business streams are both growing with

supportive market conditions, backed up by our market-

leading service to our customers; we expect to add further

opportunities, capturing value in disrupted investment

markets; our teams’ extensive experience of successful

value creation in cyclical markets and our strong balance

sheet will all combine to enable us to generate attractive

shareholder returns.

20 Great Portland Estates plc Annual Report 2024

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Our markets

Occupational markets

1

– Occupational market active; central London take-up

10.5 million sq ft in year, but down 13.8% from prior year.

– Central London active demand 7.8 million sq ft,

up 16.7% year on year (Knight Frank).

– Availability remains elevated at 25.9 million sq ft,

marginally ahead of 31 March 2023 and remains

45.9% ahead of the ten-year average.

– Space under offer high at 4.1 million sq ft, up from

3.0 million sq ft at 31 March 2023 and above the

ten-year average of 3.4 million sq ft.

– Central London vacancy rate 8.8% at 31 March 2024;

up from 7.8% last year, newly completed vacancy

rate at 1.9%.

– Supply remains tight; availability of space newly

completed or under construction low, at 32.9%

of total stock (8.5 million sq ft).

– Rents for prime spaces to significantly outperform

Grade B rents at +19,1% v -3.5% respectively for the

West End between 31 December 2023 and 2028 (Savills).

Interest rates were elevated over the course of the year, as inflation remained persistently

higher than many had forecast. The resultant upward pressure on property yields more than

outweighed any positive impact from supportive occupational markets, reducing investment

market turnover and lowering property values. Looking forward, the UK has recently emerged

from a shallow recession, the UK GDP outlook is more positive and inflation is abating,

but many macro-economic risks remain.

Investment markets

1

– Investment markets challenged given heightened

interest rate environment.

– Office investment deals £5.2 billion in 2024,

down significantly from £11.2 billion in 2023.

– Turnover in Q1 2024 still muted at £1.1 billion.

– We estimate that £3.9 billion of real estate is currently

on the market to buy versus £19.2 billion of equity

demand looking to invest.

– Given elevated global interest rates, prime yields

have risen; CBRE reports prime yields of 4.0%

and 5.75% for the West End and City respectively.

– Prime retail yields 4.25% Regent Street, 4.5% Oxford Street

both stable and Bond Street softened by 25 bps to 3.0%.

The West End

– Office take-up 3.3 million sq ft,

down 32.1% on preceding year.

– Availability 6.4 million sq ft,

up 5.5%.

– Vacancy 4.7%, up from 3.3% at

31 March 2023; vacancy of newly

completed space only 1.1%.

– Prime office rental values

£155 per sq ft at 31 March 2024,

up 10.7% in year.

– Retail vacancy stabilised;

Zone A rents maintained

on key retail streets.

The City

– Office take-up 5.6 million sq ft,

up 13.2% on preceding year.

– Availability 10.4 million sq ft,

down 2.4%.

– Vacancy 11.8%, up from 10.9%

at 31 March 2023; vacancy

of newly completed space

only 2.2%.

– Prime office rental values

£77 per sq ft, up 6.9% in year.

– City space under offer

2.2 million sq ft, the highest

for ten years.

Near-term outlook

We actively monitor numerous lead indicators to help

identify key trends in our marketplace. Over the last year,

our property capital value indicators have improved,

along with a more optimistic outlook for interest rates.

However, risks remain, including the continued macro-

economic uncertainty and ongoing geopolitical tensions.

Today we expect the flight to quality to continue, with

investment demand to support prime yields in the near

term, with potential compression as rents grow and interest

rates settle. In the occupational market, given a strong

leasing and rental performance of the portfolio, our rental

value growth range for the financial year to 31 March 2025

is positive at between 3.0% and 6.0%, predominantly driven

by the positive expected performance of our office portfolio.

1.  To 31 March 2024 and sourced from CBRE unless otherwise stated.

Macro-economic backdrop

– IMF estimates global GDP growth to be stable at 3.2%

in both 2024 and 2025.

– UK forecast to grow; 0.9% GDP growth in 2024, or

1.8% p.a. over the next three years, with London expected

to outperform at nearly double for the UK as whole at

0.5% p.a. (Oxford Economics).

– Consumer confidence recovering from 2022 lows,

now at highest level since January 2022.

– Deloitte CFO survey: sentiment among UK CFOs has

risen for the third consecutive quarter, with uncertainty

at a two-and-a-half year low.

– UK composite PMI surveys have improved in Q1 2024

and indicate expansion; >50 at March 2024.

– Inflationary risks abating; UK CPI 3.2% in March 2024,

anticipated to reduce over the remainder of the year.

Strategic Report – Annual review

21Annual Report 2024 Great Portland Estates plc

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The hybrid office

Employees increasingly value the flexibility and convenience

of hybrid working. Therefore, the office needs to offer

employees the best of both worlds, the connectivity they

desire with home working, together with the benefits of

face-to-face collaboration and team building that the office

provides. In this environment, the demand for office space

is no longer solely driven by headcount. Broader business

requirements, workplace policies and employee behaviours

all have an impact.

Improving retail demand

Retail occupational demand improved over the course of 2023,

with footfall up and vacancy rates shrinking across London’s

key shopping streets. Savills reported that vacancy levels on

Oxford Street had fallen to 3.6% at Q4 2023, the lowest level

since 2019. This lack of availability has translated into rental

growth, with prime West End retail rents growing by 9.7% over

the course of 2023. Whilst the economic backdrop remains

challenging, we expect retail sentiment to continue to improve

as domestic disposable incomes return to growth in 2024.

Our response

The workplace must be somewhere that is worth travelling to.

The best offices need to act as a magnet for their workforce,

providing services and amenities that employees cannot get

at home. The quality of the office experience matters. In our

view, the best buildings need to provide flexible work settings,

support the health and wellbeing of employees, promote

sustainability and be more human in scale and connected

to the communities in which they sit. They also need to be

well connected to high quality public transport to minimise

the impact of the commute.

We are well placed to capitalise. Our developments are

perfectly suited to meet this evolving demand and our Flex

offers are increasingly catering to larger corporates that

want additional flexibility, and high levels of service provision,

to help drive employee engagement. Our portfolio is also

centrally located with 93% of our buildings within 800 metres

of an Elizabeth line station.

Our response

We believe in central London’s attraction as a premium retail

destination. Its unique combination of tourist destinations,

flagship stores, selection of restaurants and a deep cultural

offer remains and will continue to attract shoppers from

around the world.

Retail comprises 21% of our portfolio by value. We aim to

provide high quality, modern retail units into locations with

enduring appeal. Accordingly, the bulk of our activities

centre on the prime shopping streets delivering new retail

experiences into locations that benefit from the recently

opened Elizabeth line.

This year, against this backdrop of improved demand,

we completed £7.0 million of retail lettings, 4.7% ahead

of the March 2023 ERV including a significant new letting

with TK Maxx at Mount Royal, W1.

The growing demand for flexible spaces

London has witnessed significant growth in the demand for

flexible office space in recent years. Advances in technology,

the growth in start-up businesses, increased mobility in the

workforce and the rise of the gig economy have helped drive

this growth. A plethora of new suppliers have entered the

market to meet this demand. Flexible spaces have bounced

back quickly as people have returned to the workplace post

pandemic and we expect this growth to continue.

The sustainability premium

The demand for highly sustainable spaces is growing fast.

Customers, together with their employees, are increasingly aware

of their impact on the environment and are prepared to pay a

premium for spaces with the highest sustainability and wellbeing

credentials. CBRE’s Sustainability Index demonstrates this trend,

with energy efficient offices delivering higher total returns

and more resilient performance during the recent downturn.

Sustainability is now a prerequisite for achieving the best rents.

Our response

Whilst for many businesses, securing high quality,

well-located space for longer-term occupation is vital,

we recognise that customers are increasingly seeking

an element of flexibility for some parts of their business.

To meet this growing demand, we have a Fitted offer to

provide dedicated, fully furnished space on flexible terms,

allowing customers to move in and out of the space with

ease. Where our customers want a higher level of service

provision we have a growing Fully Managed offer, which

extends our proposition to provide additional services and

amenity. Interest in these spaces remains high. They typically

let quicker and we are charging a premium for a hassle-free

real estate experience. Over time we expect this to be the

default requirement for spaces of less than 10,000 sq ft.

See more on pages 34 and 69

Our response

Sustainability is becoming an increasing differentiator

and is widening the gap between the best space and

the rest. Therefore, owners of real estate need the expertise

to either create new high quality spaces or retro fit

existing space in line with new and evolving requirements.

Buildings that are not repositioned risk being stranded. We see

this as an opportunity. We are an experienced developer

with a track record of delivering the highly sustainable

buildings that customers demand. We also know how to

reposition assets through refurbishment and renovation.

Furthermore, buildings with poorer sustainability credentials

are a potential avenue for future acquisitions, allowing

us to create value by transforming unloved buildings into

desirable, highly sustainable, prime real estate.

See more on pages 37 to 62

Our markets continued

The nature of demand for our spaces is undergoing a significant transformation

as key themes continue to shape and evolve our markets. These themes are united

by a common thread – the widening gap in demand between the best spaces

and the rest. Against this backdrop, we are well placed to outperform.

22 Great Portland Estates plc Annual Report 2024

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Our development activities and capex programme

Despite a challenging backdrop, we made good operational

progress across our development programme. This included

securing planning permission and committing to

Minerva House, SE1, our commitment to the redevelopment

of French Railways House & 50 Jermyn Street, SW1 and the

acquisition of the Soho Square Estate, W1. Today, our capex

programme provides a significant platform for growth,

with a capital commitment across our on-site schemes

of £0.5 billion.

Repositioning our buildings through redevelopment

and refurbishment is a core part of our business model

and presents a significant organic growth opportunity.

Our forecasts suggest that the future supply of new spaces

in London is severely constrained. We estimate that only

3.0 million sq ft p.a. of new space will be delivered on average

over the next four years, in a market where the average

take-up of new space is much greater, at 4.9 million sq ft p.a.

Our significant capex programme is targeted to deliver new

high quality space into these supportive markets through

the delivery of new HQ developments and through the

expansion of our Flex spaces.

Three committed HQ development schemes

Our development works are progressing well at our fully pre-let

2 Aldermanbury Square, EC2, where we are substantially

increasing the size of the building to 322,600 sq ft (up from

176,000 sq ft). Following the careful deconstruction of the

previous building, the structural steel has been extracted and

is being reconditioned for reuse to form the majority of the

structural elements of French Railways House & 50 Jermyn

Street (see below). This pioneering approach will nearly

entirely eliminate the embodied carbon of the steel and help

deliver our second net zero carbon building, after 50 Finsbury

Square, EC2. The scheme also includes a number of public

realm and amenity improvements that will have a positive

impact on the local area and improve accessibility to the

western entrance of the Liverpool Street Elizabeth line station.

Clifford Chance LLP has confirmed that it will be proceeding

to lease the entirety of office space (321,100 sq ft) following

the expiry of their option to hand back the first to fourth floors

of the building. Whilst the development is currently anticipated

to deliver a loss on cost from the commitment date of 12.4%,

given market yield expansion driven valuation declines to date,

from the 31 March 2024 valuation the scheme is expected

to deliver around £30 million of future profit.

At French Railways House & 50 Jermyn Street, SW1, we have

now obtained vacant possession and have commenced the

strip out of the buildings. Our major office-led redevelopment

will provide 67,600 sq ft (up from 54,700 sq ft) of new Grade A

space and is expected to complete in mid-2026. The scheme

is designed to embrace the principles of the circular economy

which includes retaining the existing foundations and basement

and reusing the structural steel from the demolition of

2 Aldermanbury Square, EC2. Once complete, the building

will provide best in class, column free space together with

high-specification amenities including a wellness suite,

private terraces on the upper floors, a communal roof terrace

with panoramic views, as well as the highest sustainability

credentials. We have £95 million cost to come and the scheme

is anticipated to deliver a profit on cost of 23.7%, an ungeared

IRR of 14.5% and a 6.4% development yield.

2023/24 Strategic priorities:

5

Deliver and lease

the committed schemes

6

Prepare the pipeline

Business model

Acquire Reposition Operate & manage Recycle

Operational measures

1

2024 2023

Profit/(loss) on cost 3.5% (2.1%)

Ungeared IRR 8.6% 4.4%

Yield on cost 6.0% 5.4%

Income already secured 32.3% 99.5%

BREEAM Excellent (targeted) 100% 100%

Committed capital expenditure

to come £498m £265m

1.  Committed HQ developments and Flex refurbishments

at date of report.

Our approach

Upgrading our portfolio through development

using targeted capital expenditure creates sustainable

spaces with improved customer appeal and longevity.

This enhances both rental values and capital returns.

The cyclical nature of central London property markets

means it is critical for us to match this development

activity to the appropriate point in the cycle, delivering

new buildings into a supportive market when quality

space is scarce and demand is resilient. By combining

our forensic analysis of market conditions with

our active portfolio management, we aim to be

opportunistic and flexible when planning the start

and, therefore, completion dates for our schemes.

We have a good track record of matching our activities

to the ebb and flow of London’s cyclical market and

providing spaces that customers want. Today, we have

three committed HQ development schemes and

four Flex refurbishments and a substantial pipeline

of opportunities. As a result, the successful leasing of

these schemes and preparation of the development

programme are key near-term strategic priorities.

“ With demand for the best spaces strong,

and the forward-look supply of new

spaces increasingly scarce, our growing

development activity feels well timed

to benefit.”

Andrew White Development Director

Strategic Report – Annual review

23Annual Report 2024 Great Portland Estates plc

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Our development activities and capex programme continued

At Minerva House, SE1, Southwark Council resolved to grant

planning permission for the redevelopment and good

progress has been made to prepare the site to start this year.

We committed to the development in April 2024, and our

plans will take the overall commercial space to 143,100 sq ft,

an increase of approximately 56% on the existing area.

Our proposals will take full advantage of the building’s

river frontage and, by adding additional storeys, we will be

able to create outdoor terraces and amenity space with

commanding views over central London. The refurbishment

will also improve the public realm around the building, creating

new and improved connections through the site as well as

attractive new gardens that will contribute to local greening

and biodiversity and provide space for people to enjoy in the

setting of Southwark Cathedral. Our proposals will retain and

reuse the majority of the existing building’s structure, including

two primary façades and provide market leading sustainability

credentials. The scheme is anticipated to deliver a profit on

cost of 19.1%, an ungeared IRR of 11.7% and a development

yield of 7.0%.

See our case study on pages 08 and 09

In total, across the three on-site HQ schemes we have

committed expenditure to come of £424 million.

Two near-term development schemes

Beyond our three committed schemes, we have a substantial

and flexible pipeline of four uncommitted HQ schemes,

including two schemes in our near-term pipeline.

At our recently acquired Soho Square Estate, W1, we continue

to work up our plans to refine the existing planning consent to

deliver around 100,300 sq ft of new Grade A office and prime

retail space. The redevelopment will provide a best-in-class

HQ office building on Soho Square with flagship retail fronting

Oxford Street, with multiple private terraces and a communal

roof terrace, all adjacent to the Tottenham Court Elizabeth

line station. We anticipate starting on site early next year.

We anticipate that the redevelopment will deliver healthy

returns, with an expected profit on cost of 20.7%, an ungeared

IRR of 10.4% and a development yield of 5.8%.

See our case study on page 11

At New City Court, SE1, we submitted two planning

applications to Southwark Council to redevelop the building,

the first in December 2018 for a 372,500 sq ft scheme, and

a second in April 2021 for a 389,100 sq ft scheme.

Following an appeal for non-determination, in September

2023, we received confirmation that the Planning Inspector’s

report recommended the planning applications were refused

and the Secretary of State agreed with its conclusions.

As a result of the planning decision, we are exploring

the opportunity to reuse and extend the existing building,

combining Fully Managed and Ready to Fit spaces, to create

a renewed building with exemplary sustainability credentials,

amenity provision, flexible spaces and far-reaching views

from large, landscaped roof terraces.

Three committed HQ schemes:

533,300 sq ft

2 Aldermanbury Square, EC2

Size  322,600 sq ft

Construction cost  £302m

Expected completion date  Q1 2026

BREEAM target  Excellent

Distance to Elizabeth line station  250 metres

Computer generated images.

Minerva House, SE1

Size  143,100 sq ft

Construction cost  £136m

Expected completion date  Q1 2027

BREEAM target  Outstanding

Distance to London Bridge station  250 metres

French Railways House & 50 Jermyn St, SW1

Size  67,600 sq ft

Construction cost  £114m

Expected completion date  Q3 2026

BREEAM target  Outstanding

Distance to Elizabeth line station  750 metres

533,300 sq ft

Three committed HQ redevelopments

24 Great Portland Estates plc Annual Report 2024

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Commitment to further Flex expansion

In order to expand our Flex office offers, and meet our

ambitious targets for growth, we are on-site at four

refurbishments to provide new dedicated Fully Managed

spaces, as well as converting a significant number of

individual floors across our portfolio.

Four committed Fully Managed refurbishments

We have recently committed to the refurbishment of 141

Wardour Street, W1 which will provide 29,900 sq ft of new Fully

Managed led space in the heart of Soho. 141 Wardour Street

will build on our success to date at nearby 16 Dufour’s Place,

W1, delivering light-filled floorplates of 2,000 to 4,000 sq ft,

terraces on the upper floors and excellent amenity space.

The construction is expected to complete in early 2025

with capex to come of £20 million.

At 6 St Andrew Street, EC4, we started on site in June 2023

to deliver 47,800 sq ft of new Grade A Fully Managed offices.

Our plans include the addition of two new storeys, together

with extensive terracing and significant amenity throughout

the building. We anticipate that the scheme will complete

in Q3 2024, and will cost £16 million to finish.

At 31/34 Alfred Place, WC1, in the heart of Fitzrovia,

we have committed to an extensive refurbishment of the

entirety of the 41,700 sq ft building to provide outstanding

Fully Managed office space. The cost to convert the space

will be £13 million and we anticipate the scheme will be

completed in Q4 2024.

At Egyptian and Dudley House, SW1, we are comprehensively

refurbishing the building to provide 25,600 sq ft of Fully

Managed space. We are infilling lightwells to expand

floorplates, creating new first-floor amenity space and

creating an external terrace with garden to provide

additional amenity and biodiversity. The scheme is expected

to complete in spring 2025 and will cost £25 million to finish.

Together with a number of other conversions, we anticipate

growing our Flex offerings from 503,000 sq ft today to

605,000 sq ft organically. Moreover, we are aiming to add to

this programme through acquisition, as demonstrated by our

recent exchange of contracts to purchase of The Courtyard,

WC1, and are targeting enlarging our Flex offerings to one

million sq ft over the coming years.

How we are positioned

In total, our HQ development and Flex capex programme

provides a strong platform for organic growth. Together,

our seven on-site schemes will deliver 678,000 sq ft of well-

designed, tech-enabled and sustainable space into a market

where prospective supply is increasingly limited. Moreover,

with around £120 million of anticipated profit to come from

these schemes, they will provide a strong foundation to

the Group’s growth in the coming years.

In total, our three committed and two near-term schemes

comprise around £770 million of anticipated capital

expenditure and are expected to deliver 0.8 million sq ft of

best-in-class, highly sustainable space, perfectly placed to

benefit from a market where forward look supply is severely

constrained. With a further three schemes in the medium-term

pipeline, our HQ development programme totals 1.1 million

sq ft and will provide strong growth potential over the

coming years, which we plan to supplement through

further acquisitions.

Two near-term HQ schemes:

270,300 sq ft

Soho Square Estate, W1

Proposed size  100,300 sq ft

Earliest start  2025

Opportunity area  Core West End

Distance to Elizabeth line station  100 metres

New City Court, SE1

Proposed size  c.170,000 sq ft

Earliest start  2026

Opportunity area  Southbank

Distance to London Bridge station  100 metres

c.£120m

Development surplus to come

from seven on-site schemes

Indicative computer generated images.

Strategic Report – Annual review

25Annual Report 2024 Great Portland Estates plc

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Our leasing and Flex activities

With a continued high demand for best-in-class spaces,

we delivered another strong leasing performance.

Supported by our Fully Managed spaces we signed

£22.5 million of new leases, beating rental values by 9.1%.

Our customer retention also remained high at 83%

During the year, our rental values increased by 3.8% across

the portfolio. Within this, our retail space outperformed our

offices for the first time in a while, with like-for-like retail rental

values increasing by 4.4% compared with a 3.6% increase

in office rental values. Within our offices, our Fully managed

rental values outperformed, increasing by 5.2% on a

like-for-like basis.

With customers increasingly demanding the very best,

sustainable spaces, we expect the trend of the best

spaces outperforming the rest to continue. This supportive

demand in a market starved of new, Grade A supply, means

the occupational market dynamics remain in our favour.

Our rental growth guidance for the next year continues

to remain positive, at 3.0% to 6.0%, with the best spaces

even higher at 5.0% to 10.0%.

See our markets on pages 21 and 22

The key leasing highlights for the year included:

– 66 new leases and renewals completed during the year

(2023: 105 leases), generating annual rent of £22.5 million

(our share: £19.8 million; 2023: £52.8 million), with market

lettings 9.1% ahead of ERV;

– of the new leases signed, five were Fitted and 24 were

Fully Managed space, achieving on average £208

per sq ft on the Fully Managed space, 12.6% ahead of

March 2023 ERV;

– 26 new retail leases securing £7.0 million of rent with

market lettings 4.7% ahead of March 2023 ERV, including

new London flagship store for TK Maxx on Oxford Street;

– 11 rent reviews securing £8.4 million of rent (our share:

£5.8 million; 2023: £6.3 million) were settled at an increase

of 3.3% over the previous rent and 16.7% ahead of ERV

at review date;

– total space covered by new lettings, reviews and renewals

was 401,500 sq ft (2023: 861,200 sq ft);

– the Group’s vacancy rate decreased to 1.3%

(31 March 2023: 2.5%);

– the Group’s rent roll has increased by 1.0% to £107.5 million

following a successful leasing period (not including the

pre-let at 2 Aldermanbury Square, EC2) offset by vacant

possessions ahead of developments; and

– 97% (by area) of the 104 leases with breaks or expiries

in the 12 months to 31 March 2024 were retained (83%),

re-let, or are under offer, leaving 10,200 sq ft still

to transact.

2023/24 Strategic priority:

3

Deliver on our Flex ambition

5

Deliver and lease the

committed schemes

Business model

Acquire Reposition

Operate & manage

Recycle

Operational measures

2024 2023

New lettings and renewals £22.5m £55.5m

Premium to ERV

1

(market lettings) 9.1% 3.3%

Vacancy rate

2

1.3% 2.5%

ERV growth

2

3.8% 2.1%

Reversionary potential

2

10.1% 2.1%

Rent collected within seven days

3

99.3% 99.5%

1.  ERV at beginning of financial year.

2.  Including share of joint ventures.

3.  For March 2024 quarter.

Our approach

We consider that a close relationship with our customers

is vital to our success. As a result, we manage all aspects

of our property portfolio in-house, enabling us to

continually refine our understanding of what customers

want and how we can meet their needs. We aim to

deliver a premium experience, through our high quality

teams, the energised spaces we provide and high

levels of customer service, all supported by technology.

Our Leasing and Marketing teams ensure the spaces

appeal to market demand and with our Development

team to ensure that vacant possession is achieved

on a timely basis ahead of key development starts,

wherever possible relocating customers to other

buildings within our portfolio.

Our portfolio managers, supported by our Workplace

and Customer Experience teams, administer a portfolio

of approximately 262 customers, from a diverse range

of industries across 38 buildings. This diversity limits

our exposure to any one customer or sector, with our

20 largest customers at 31 March 2024 accounting

for 38.2% (2023: 39.4%) of our rent roll.

“ The fundamentals in our leasing markets

remain strong. We have delivered another

strong leasing year, with rents 9.1%

ahead of the valuer’s estimate. With this

success it reaffirms our confidence in

our portfolio rental value guidance of 3%

to 6% growth for our next financial year,

with the best space likely higher still.”

Marc Wilder Leasing Director

£22.5m

Leases signed in strong

leasing year

26 Great Portland Estates plc Annual Report 2024

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Retail: £7.0 million, resurgent demand

During the year, our retail leasing was strong. At our Piccadilly

Buildings, San Carlo, the award-winning restaurant group,

signed a lease for its new flagship Cicchetti, occupying

7,000 sq ft over ground and basement floors, across two units.

On Regent Street, we completed two flagship retail lettings

to The North Face and JOSEPH. The North Face has traded

successfully at GPE’s Walmar House site since 2015 and

signed a 10 year lease on an additional 10,000 sq ft ahead

of 31 March 2023 ERV. Further south on Regent Street,

British contemporary designer fashion brand, JOSEPH, also

signed a lease for a new store located at Kingsland House,

124 Regent Street, W1, completing the repositioning of

the retail offering at the building.

At Mount Royal, 508/540 Oxford Street, W1, TK Maxx, Europe’s

leading off-price apparel and homeware retailer, signed

up for its latest London flagship store. The store comprises

22,500 sq ft across the ground and first floor levels, with

70 ft of Oxford Street frontage. This will be TK Maxx’s second

store on Oxford Street. In addition, the high street health

and beauty retailer, Superdrug, also recently re-geared

its retail lease for their 8,000 sq ft store at Mount Royal,

committing to another 10 years.

In April 2024, we let the retail space at 141 Wardour Street,

W1 to British luxury retail brand, REPRESENT, for its new

London flagship store. The space comprises 5,000 sq ft across

two floors, which will be its second store globally to date,

following its LA opening in West Hollywood.

Customer retention 83%

Customer relationship management and retention are

also a key part to our success. In addition to delivering

market leading NPS scores, our customer retention numbers

are strong. We have retained 83% across the whole portfolio

in the last 12 months.

This high retention rate helps reduce vacancy costs and lowers

refresh capital expenditure in our Flex spaces. Furthermore,

should a customer need to move, we aim to utilise our

broad portfolio to allow them to grow or contract with us.

This includes transitioning some of our long-term Ready

to Fit customers into our Flex space, as well as providing

opportunities for some of our smaller Flex customers to

graduate into larger and longer-term spaces as they grow.

How we are positioned

Despite a weak macro-economic backdrop, we anticipate

that current occupational trends will continue. We expect

that the demand for the best spaces will outstrip supply

and the trend for smaller spaces to be provided on a flexible

basis to increasingly become the norm. Buildings that are

unable to meet this evolving demand, particularly in the

face of competition from elevated secondary supply, will

underperform. The gap between the best and the rest is

likely to widen further.

Against this backdrop, we remain well positioned: our

leasing record remains strong, our committed development

programme is focused on high quality, well-located office-

led schemes that have enduring demand, we are delivering

innovative products that lease well, office rents remain

affordable and 93% of our portfolio is within walking

distance of an Elizabeth line station.

Flex: £13.7 million, strong leasing successes

At 16 Dufour’s Place, W1, we renewed the 3rd floor (3,100 sq ft)

lease with a marketing firm on a Fully Managed basis. They

have taken an additional two year lease, paying a rent

of £278 per sq ft, an increase of 53% on their previous terms.

This new lease, together with a number of other lease renewals

in the building during the year, has increased the average

rent in the building to £250 per sq ft.

At The Hickman, E1, we completed the letting to New Look

on the third and fourth floors (23,242 sq ft) on a Fitted basis

on ten-year leases with an option to break at year seven.

New Look was an existing GPE customer and vacated

35,860 sq ft at Wells & More, W1, which has provided GPE

with the opportunity to refurbish and re-lease the space in

this prime Fitzrovia location. The Hickman is now fully let.

In total, we signed £13.7 million of new leases in our Flex space;

£1.6 million Fitted and £12.1 million Fully Managed leases at a

combined 12.3% ahead of March 2023 ERV. Our Fully Managed

deals achieved on average £208 per sq ft, 12.6% ahead

of March 2023 ERV.

Our Flex space continues to grow on target to hit

one million sq ft

During the year, including our Flex Partnerships, we increased

our committed Flex offerings across the portfolio and they now

total 503,000 sq ft (or c.23.5% of our offices). Our four on-site

Flex refurbishments are progressing well, with 6 St Andrew

Street, EC4 and Alfred Place, WC1 on track to be delivered

in Q3 2024, whilst Egyptian and Dudley House, SW1 and

141 Wardour Street, W1 will complete in 2025.

See our Development Activities on pages 23 to 25

Looking forward, our portfolio is well suited to further Flex

growth. Our average building size is small at around 65,000

sq ft and more than 80% of our floors are sub-10,000 sq ft.

Together with good progress across our various on-floor

refurbishments, we have increased our committed Flex space

to 503,000 sq ft (up from 434,000 in September 2023) as

we remain on track to meet our one million sq ft ambition.

Moreover, we are seeing continued strong demand for our Flex

spaces and, following a strong leasing, our completed Fitted

and Fully Managed spaces are now 98% let. Furthermore,

we are excited for opportunities to further supplement this

growth through acquiring buildings that lend themselves

to our flexible space offer. In total, we are targeting growth,

both organically and through acquisition, to one million sq ft.

Ready to Fit: £1.8 million deals completed

We completed ten Ready to Fit deals across various buildings

during the year, beating the March 2023 ERV by 2.2%.

At 2 Aldermanbury Square, EC2, Clifford Chance chose not to

exercise their option to hand back the first to fourth floors of

the building (up to 89,000 sq ft) in early March 2024, confirming

their commitment to all of the office space. Good progress

has been made ahead of the building’s completion in Q1 2026

and we look forward to welcoming them to the building.

See our Development Activities on pages 23 to 25

Strategic Report – Annual review

27Annual Report 2024 Great Portland Estates plc

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Our investment activities

Despite a muted investment market, we were net investors

during the year, acquiring three buildings to augment both

our HQ repositioning pipeline and our Flex office offers.

Looking forward, our acquisition pipeline is growing and

since the year end we have further added to our Flex offer

with our recent exchange of contracts to purchase the

Courtyard, WC1.

Acquisitions for the year ended 31 March 2024

Price

£m

NIY

%

Area

sq ft

Cost

per

sq ft

Soho Square Estate, W1 70.0 2.1% 57,500 772

1

141 Wardour Street, W1 39.0 n/a 33,700 1,156

Bramah House, SE1 13.9 5.9% 16,000 892

Total 122.9 107,200 911

1.  On consented area.

In August 2023, we acquired the Soho Square Estate, W1,

for £70.0 million (£772 per sq ft on consented NIA). The site is

located in the heart of the West End at the eastern end of

Oxford Street and backs onto Soho Square, just 100 metres

from the new Tottenham Court Road Elizabeth line station.

The 0.5 acre site benefits from planning consent to demolish

the existing buildings and deliver around 100,300 sq ft of

new Grade A office and prime retail space.

We intend to re-work the designs to improve the quality

of the space, further increasing its attractiveness to

prospective customers in a materially undersupplied

market. The redevelopment will provide a best-in-class

HQ office building on Soho Square with flagship retail

fronting Oxford Street, with multiple private terraces

on the upper floors and a communal roof terrace.

In May 2023, we acquired 141 Wardour Street, W1 for

£39.0 million (£1,156 per sq ft). The 33,700 sq ft building was

vacant, had been stripped out by the previous owner and

benefited from planning consent for a comprehensive

refurbishment. The building is in the heart of Soho, prominently

positioned on the corner of Wardour Street and Broadwick

Street and within a five-minute walk of the new Tottenham

Court Road Elizabeth line station. The building is perfectly

suited to our Fully Managed offer and will provide best-in-class

office and retail accommodation.

Also in May 2023, we acquired Bramah House, SE1 for

£13.9 million, reflecting a 5.9% net initial yield and a capital

value of £892 per sq ft. The 16,000 sq ft freehold building

is multi-let, and over time, we intend to convert the space

to Fully Managed offices. The building is located opposite

our existing ownership at Woolyard and will add to a

growing Fully Managed cluster.

Sales for the year ended 31 March 2024

Price

£m

Premium/

(discount)

to book

value %

Price per

sq ft

£

NIY

%

Poland Street, W1 5.0 (13.4%) 995 5.5%

6 Brook Street, W1 8.4 – 2,306 3.0%

Total 13.4 (5.4%) 1,546

We also took the opportunity to sell two smaller non-core

West End assets for £13.4 million, at a 5.4% discount to the

March 2023 valuation.

2023/24 Strategic priority:

2

Enhance portfolio through

sales and acquisitions

Business model

Acquire Reposition Operate & manage Recycle

Operational measures

1

2024 2023

Acquisitions £122.9m £37.1m

Capital value per sq ft £911 £705

Sales £13.4m £217.8m

Discount to book value

2

(5.4%) (1.1%)

Capital value per sq ft £1,546 £1,472

Total investment transactions

3

£136.3m £254.9m

Net investment

4

£109.5m £(180.7)m

1.  Including share of joint ventures.

2.  Based on book values at start of financial year.

3.  Purchases plus sales.

4.  Purchases less sales.

Our approach

Buying at the right price and selling at the right time is

central to our business model. Using our extensive network of

market contacts, our Investment team adopts a disciplined

approach with clearly defined acquisition criteria.

See more on pages 12 and 13

To supplement our organic Flex growth, we are also

targeting acquisitions suitable for conversion to

Flex office space, with the following requirements:

– amenity-rich locations with excellent transport links;

– clustering around existing GPE holdings is desirable;

– 30,000 – 60,000 sq ft with divisible floorplates;

– target unit size of 2,000 – 6,000 sq ft;

– ability to create internal and external amenity space;

– high quality ground floor experience;

– product and market appropriate refurbishment capex; and

– opportunity to deliver stabilised income of 6%+.

Once we have acquired a property, the Investment

team works closely with our Portfolio Management and

Development teams to deliver the business plan and

maximise the property’s potential. Every asset’s business

plan is updated quarterly, providing estimates of forward

look returns under different market scenarios. These plans

also help to inform our sales activities, with the assets

providing the lower risk-adjusted returns often being

sold and the proceeds recycled into better performing

opportunities or returned to shareholders.

“ The acquisition of the Soho Square Estate

represents a fantastic opportunity for us to

develop a strategic West End freehold site

into a best-in-class headquarters building

with excellent sustainability credentials.”

Dan Nicholson Executive Director

28 Great Portland Estates plc Annual Report 2024

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Disciplined approach

With interest rates remaining elevated, our investment

markets have slowed and we have seen asset values decline,

particularly for assets with vacancy, short-term income or

development risk. We anticipate that against this backdrop

some property owners will be increasingly motivated to

sell and fully expect further opportunities to buy over the

course of 2024. However, we remain disciplined. Any potential

purchase needs to outperform the assets we already own,

and with our existing portfolio stacked with opportunity,

the hurdle is high.

How we are positioned

We are actively seeking new buildings for our Flex offerings,

as well as opportunities for HQ repositioning or development

and we increasingly expect the sustainability challenge to

provide us with opportunities to acquire stranded assets

needing a sustainability solution.

Encouragingly, there are clear signs that the investment

market is moving in our favour, with more opportunities trading

closer to our view of fair value. Furthermore, we currently

have £1.4 billion of assets actively under review. They are

predominantly off market, split broadly equally between HQ

repositioning opportunities and Flex and around half are

in the West End. Beyond this we have a further watchlist

of £1.4 billion additional opportunities which we are

actively tracking.

Current value deals under review £bn

£1.4 billion under review – 27 buildings

1.6

2.0

1.2

0.8

0.4

0.0

May

2019

Nov

2019

May

2020

Nov

2020

May

2021

Nov

2021

May

2022

Nov

2022

May

2023

Nov

2023

Mar

2024

Flex

HQ Repositioning

49%

51%

Of these opportunities, three buildings, totalling around

£250 million were near-term opportunities one of which

recently exchanged at The Courtyard, WC1. We have

exchanged to buy the building for £10.4 million of cash and

through a property exchange of 95/96 New Bond Street

for £18.2 million. The Courtyard comprises 62,000 sq ft of

vacant office and partially let retail space and is well suited

to be repositioned into the Group’s Fully Managed offering.

The Courtyard is located in a prime West End location,

around 400 meters from Tottenham Court Road Elizabeth

line station, and is adjacent to Alfred Place, one of the

Group’s other Fully Managed buildings.

Soho Square Estate, W1

Area  57,500 sq ft

Acquisition date  August 2023

Price  £70m

Opportunity  HQ redevelopment

Distance to Elizabeth line station  100 metres

141 Wardour Street, W1

Area  33,700 sq ft

Acquisition date  May 2023

Price  £39m

Opportunity  Fully Managed refurbishment

Distance to Elizabeth line station  250 metres

Bramah House, SE1

Area  16,000 sq ft

Acquisition date  May 2023

Price  £13.9m

Opportunity  Fully Managed refurbishment

Distance to London Bridge station  350 metres

Three acquisitions; all off market

Strategic Report – Annual review

29Annual Report 2024 Great Portland Estates plc

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Our financial results

As is usual practice in our sector, we use alternative performance

measures (APMs) to help explain the performance of the

business. These include quoting a number of measures on

a proportionately consolidated basis to include joint ventures,

as it best describes how we manage the portfolio, like-for-like

measures and using measures prescribed by EPRA. The measures

defined by EPRA are designed to enhance transparency

and comparability across the European real estate sector.

Reconciliations of APMs are included in note 9 of the

financial statements.

See more about performance measures and

EPRA metrics on page 33 and note 9 to the accounts

Lower IFRS NAV and EPRA NTA per share

driven by valuation declines

IFRS NAV and EPRA NTA per share at 31 March 2024 were

624 pence per share, a decrease of 17.6% over the year,

largely due to the 12.1% like-for-like valuation decrease

in the property portfolio. When combined with ordinary

dividends paid of 12.6 pence per share, this delivered

a Total Accounting Return of minus 15.9%.

EPRA NTA pence per share

700

550

500

750

800

31 March

2024

600

650

Increase Decrease Total

31 March

2023

757

Revaluation

(127)

Loss on

disposals

(1)

Ordinary

dividends

(13)

EPS

7

Other

1

624

The main drivers of the 133 pence per share decrease

in EPRA NTA from 31 March 2023 included:

– the decrease of 127 pence per share arising from the

revaluation of the property portfolio, with virtually all

of the decline arising from upward pressure on property

yields as a result of higher interest rates;

– EPRA earnings for the year of 7 pence per share

enhanced NTA; and

– ordinary dividends paid of 13 pence per share reduced NTA.

At 31 March 2024, the Group’s net assets were £1,583.0 million,

down from £1,918.6 million at 31 March 2023, with the decrease

largely attributable to the decrease in property valuation

of £322.2 million. EPRA NDV and EPRA NRV were 644 pence

and 691 pence at 31 March 2024 respectively, compared with

790 pence and 826 pence at 31 March 2023.

See more about our capital strength on page 32

Revenue increased due to increased rental income

Revenue for the year was £95.4 million, up from £91.2 million

on the prior year, driven by higher gross rental income (up

£0.6 million), increased service charge income (up £1.9 million)

and greater Fully Managed services income (up £2.7 million)

given its expansion. The increase in revenue was supported by

our successful leasing, where we signed 66 leases, generating

new annual income of £22.5 million p.a. (our share: £19.8 million)

and reduced our investment void from 2.5% at 31 March 2023

to 1.3% at 31 March 2024.

Net rental income, after taking account of expected credit losses,

lease incentives and ground rents, was £72.1 million, up from

£70.9 million in the prior year, as we saw the benefit from the

commencement of new leases given our strong leasing year

and a reduced credit loss provision as our rental collection

rates returned to more normalised levels.

Given the increase of our Fully Managed spaces during the

year, and the associated management information, we have

presented our Fully Managed spaces as a separate segment.

Adjusting for acquisitions, disposals and transfers to and from

the development programme, like-for-like rental income

(including share of joint ventures) increased by 4.1% excluding

expected credit losses.

Joint venture fee income for the year was £1.7 million,

a decrease of £0.7 million, as a result of limited leasing

or sales activity in the joint ventures during the year.

Strong rent collection

We secured in excess of 99% of all rents, including in our joint

ventures, within seven days of the due date. Since 1 April 2023,

four of our customers have gone into administration,

representing less than 0.7% of our rent roll. At 31 March 2024,

we held rent deposits and bank guarantees totalling £21.3 million,

including our share of joint ventures.

£1.6bn

Net assets

“ Despite a strong operating

performance, our financial results

were adversely impacted by the

higher interest rate environment,

reducing valuations and increasing

the Group’s cost of debt.”

Nick Sanderson Chief Financial & Operating Officer

30

Great Portland Estates plc Annual Report 2024

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Cost of sales increased

Cost of sales increased from £32.2 million to £33.3 million

for the year ended 31 March 2024. This increase was primarily

driven by increased service charge expenses, which includes

Fully Managed services costs, which rose as our Fully Managed

spaces grew over the year. At 31 March 2023, we had 55

Fully Managed units, at 31 March 2024 this rose to 82 units.

Other property expenses reduced by £5.0 million, due to lower

average levels of vacancy reducing payments for business

rates on empty spaces, reduced leasing costs as activity was

lower given last year’s record performance and lower amounts

paid to third parties in respect of joint venture transactions

due to lower levels of activity.

Taken together, net service charge income, net Fully Managed

services income and expenses, other property costs and

expected credit loss provisions for service charges reduced

to £11.4 million from £15.2 million in the prior year.

Joint venture earnings

EPRA earnings from joint ventures were £9.8 million, unchanged

on the prior year, with a £1.2 million increase in net rental income

offset by higher property and administration costs.

Administration costs

Administration costs were £42.3 million, £4.0 million higher than

the previous year. The increase in the Group’s overhead was

due to an increase in employment costs, due to inflationary

salary uplifts and the cost associated with team restructuring

of around £2.0 million. In addition, provisions for share-based

payments returned to more normalised levels as the reversal

of prior year charges under the Group’s LTIP scheme in the

year ended 31 March 2023 did not reoccur in the current year.

Looking forward, we anticipate that recent years’ growth

in the Group’s overhead cost will moderate significantly.

Increased interest costs

Gross interest paid on our debt facilities was £26.5 million,

£8.7 million higher than the prior year. This increase was

primarily due to a combination of higher levels of average

drawn debt (including the utilisation of the Group’s new

£250 million term loan), which was used to fund both our

recent acquisitions as well capital expenditure on the Group’s

development and Flex refurbishments, together with higher

underlying interest rates.

Capitalised interest increased by £2.5 million to £11.3 million as

our development activity increased, including the commitments

to develop French Railways House & 50 Jermyn Street, SW1

and Minerva House, SE1 as well as the commencement of a

growing number of refurbishment schemes to deliver on our

Flex ambitions, including 141 Wardour Street, W1, Egyptian

& Dudley House, SW1 and 31/34 Alfred Place, WC1. As a result,

the Group had net finance costs (including interest receivable)

of £11.6 million (2023: £5.5 million).

EPRA earnings

EPRA earnings were £17.9 million, 25.4% lower than last year

as expected, predominantly due to higher finance costs

and administration expenses offset by increased net rental

income and lower property costs.

EPRA earnings £m

Increase Decrease Total

31 March

2023

24.0

Rental

income

1.2

Joint

venture

fees

(0.7)

Property

costs

3.4

Admin

costs

(4.0)

Net

Interest

(6.1)

0.1

Other

17.9

31 March

2024

0

25

20

15

10

5

30

Revaluation declines in the Group’s investment properties,

together with reduced EPRA earnings, led to the Group’s

reported IFRS loss after tax of £307.8 million (2023: £163.9 million).

Basic and diluted loss per share for the year were both a 121.7

pence loss, compared with 64.8 pence for 2023. Diluted EPRA

EPS was 7.1 pence (2023: 9.5 pence), a decrease of 25.3%

and cash EPS was 1.4 pence (2023: 1.4 pence).

Results of joint ventures

The Group’s net investment in joint ventures decreased

to £491.3 million at 31 March 2024, down from £538.8 million

in the previous year. The decrease is largely due to the 10.2%

like-for-like decrease in value of the joint venture property

portfolio. Our share of joint venture net rental income was

£19.4 million, up 6.6% from last year. This increase was primarily

as a result of completing the leasing of the retail space at

Hanover Square, W1 in the GHS Partnership.

See more about our joint ventures on page 70

Our capital strength

While our primary objective is to deliver returns consistently

ahead of our cost of capital, we also seek to minimise the

cost of our capital through the appropriate mix of equity

and debt finance, and to ensure that we have access to

sufficient financial resources to implement our business plans.

Optimising and flexing the allocation of capital across our

portfolio, including between our investment and development

activities, is key to our business and ensuring that we maximise

returns on a risk-adjusted basis through the property cycle.

Accordingly, we operate with four key ‘givens’:

– conservative leverage to enhance, not drive, returns;

– sustainable ordinary dividends;

– disciplined capital allocation; and

– balance sheet efficiency – track record of accretively

raising and returning capital.

Our preference for low financial leverage helps to provide

downside protection when operating in the cyclical central

London property market and to maintain the financial

flexibility to allow us to act quickly on new investment

opportunities as they arise.

Strategic Report – Annual review

31Annual Report 2024 Great Portland Estates plc

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Our financial results continued

Our capital strength; EPRA LTV of 32.6%

The Group’s consolidated net debt increased to £721.0 million,

or £738.0 million excluding customer deposits at 31 March 2024,

compared with £457.7 million at 31 March 2023. The increase was

largely due to the acquisition of three buildings during the year

for £122.9 million (excluding costs), together with £142.4 million

of development and refurbishment capital expenditure

across the Group. As a result, the Group’s gearing increased

to 46.8% at 31 March 2024 from 24.0% at 31 March 2023.

Including cash balances in joint ventures, total net debt,

excluding net liabilities, was £695.3 million (2023: £440.0 million)

or £713.5 million excluding customer deposits, equivalent to

an EPRA LTV of 32.6% (2023: 19.8%). At 31 March 2024, we had

no external debt in any of our joint ventures. At 31 March 2024,

the Group, including its joint ventures, had unrestricted

cash (£30.4 million) and undrawn committed credit facilities

(£603.0 million) totalling £633.4 million.

Debt analysis

March

2024

March

2023

Net debt excluding JVs (£m)

1

738.0 457.7

Net gearing 46.8% 24.0%

Total net debt including 50%

JV cash balances (£m)

1

713.5 440.0

EPRA LTV 32.6% 19.8%

Interest cover 3.7x 10.2x

Weighted average interest rate 4.3% 2.7%

Weighted average cost of debt 4.1% 3.0%

% of drawn debt fixed/hedged 87% 97%

Cash and undrawn facilities (£m) 633.4 457.0

1.  Excludes customer deposits.

During the year, to support the delivery of our strategic priorities,

including funding the Group’s near-term development

programme and the £175 million private placement debt

maturity in May 2024, we secured a new £250 million term loan

at a headline margin of 175 basis points over SONIA with three

existing relationship banks. The loan has an initial three-year

term which may be extended to a maximum of five years.

Given the elevated interest rate environment, and our greater

weighting to SONIA rates through the drawdown of our

£250 million loan facility, the Group’s weighted average cost

of debt for the year, including fees, was 4.1% and its weighted

average interest rate (excluding fees) was 4.3% up from

3.0% and 2.7% respectively. At 31 March 2024, our weighted

average drawn debt maturity was at 3.4 years (31 March

2023: 6.4 years).

At 31 March 2024, 87% of the Group’s total drawn debt was at

fixed or hedged rates (2023: 97%). The Group is operating with

substantial headroom over its debt covenants. At 31 March 2024,

given our low levels of leverage, property values would have

to fall a further 34% before covenant breach.

Balance sheet discipline

When considering the appropriate level of financial leverage

in the business, we apply the same capital discipline that we

use when making asset-level decisions. Typically, we aim for

an LTV ratio (see page 161 for calculation) of between 10% and

35% through the cycle. Additionally, we have a track record of

accretively raising and returning equity capital to shareholders

at the appropriate time and in the appropriate circumstances,

including returning £616 million to shareholders between

2017 and 2020, following profitable recycling activity. Our key

considerations when making such capital decisions include:

– the market outlook;

– opportunities for growth (both capital expenditure

and acquisitions);

– opportunities for profitable recycling activity; and

– current and prospective debt ratios (including LTV

and interest cover).

Taxation

The tax credit in the income statement for the year was

£nil million (2023: £0.1 million) and the effective tax rate on

EPRA earnings was 0% (2023: 0%). The majority of the Group’s

income is tax free as a result of its REIT status, and other

allowances were available to set against non-REIT profits.

The Group complied with all relevant REIT tests for the year

to 31 March 2024.

As a REIT, the majority of rental profits and chargeable

gains from our property rental business are exempt from UK

corporation tax, provided we meet a number of conditions,

including distributing at least 90% of the rental income profits

of this business (known as Property Income Distributions (PIDs))

on an annual basis. These PIDs are then typically treated as

taxable income in the hands of shareholders. During the year,

the Group paid £20.0 million of PIDs.

The Group’s REIT exemption does not extend to either profits

arising from the sale of trading properties or gains arising from

the sale of investment properties in respect of which a major

redevelopment has completed within the preceding three

years (including the sale of 50 Finsbury Square, EC2, which

completed in February 2023). The Group is otherwise subject

to corporation tax.

Despite being a REIT, we are subject to a number of other taxes

and certain sector-specific charges in the same way as non-

REIT companies. During the year, we incurred £10.6 million in

respect of stamp taxes, section 106 contributions, community

infrastructure levies, empty rates in respect of vacant space,

head office rates, employer’s National Insurance and

irrecoverable VAT.

All entities within the Group are UK tax resident; as our business

is located wholly in the UK, we consider this to be appropriate.

The Group maintains an open working relationship with HMRC

and seeks pre-clearance in respect of complex transactions.

HMRC regards the Group as ‘low risk’ and maintaining this

status is a key objective of the Group.

See more about our tax strategy at:

www.gpe.co.uk/about-us/governance

32 Great Portland Estates plc Annual Report 2024

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Ordinary dividends

Given the low yielding nature of London real estate, the Group

operates a low and progressive ordinary dividend policy, with

the aim of maintaining average dividend cover of 1.0x through

the cycle. The Board has recommended a final dividend of

7.9 pence per share (2023: 7.9 pence) which will be paid, subject

to shareholder approval, on 8 July 2024 to shareholders on the

register on 31 May 2024. Approximately half of the final dividend

will be a REIT PID in respect of the Group’s tax-exempt property

rental business.

Together with the interim dividend of 4.7 pence per share,

the total dividend for the year is 12.6 pence per share,

consistent with the prior 12 months.

Ordinary dividends: 12.6 pence per share

2021 20222020

7

13

2024

10

11

12

8

9

12.6 12.6 12.612.612.6

2023

EPRA performance measures

Measure Definition of measure

March

2024

March

2023

EPRA earnings\* Recurring earnings from core operational activities £17.9m £24.0m

EPRA EPS\* EPRA earnings divided by the weighted average number of shares 7.1p 9.5p

Diluted EPRA EPS\* EPRA earnings divided by the diluted weighted average number of shares 7.1p 9.5p

EPRA costs

(by portfolio value)\*

EPRA costs (including direct vacancy costs) divided by market value

of the portfolio 2.3% 2.2%

EPRA capital

expenditure\*

The Group’s capital expenditure on the portfolio categorised

between acquisitions, development and on the investment portfolio £295.0m £149.3m

EPRA NTA\* Assumes that entities buy and sell assets, thereby crystallising certain

levels of unavoidable deferred tax. Diluted net assets per share adjusted

to remove the cumulative fair value movements on interest rate swaps

and similar instruments, the carrying value of goodwill arising as a result

of deferred tax and other intangible assets £1,582.6m £1,918.6m

EPRA NTA per share\* EPRA NTA assets divided by the number of shares at the balance sheet

date on a diluted basis 624p 757p

EPRA NDV\* Represents the shareholders’ value under a disposal scenario, where

deferred tax, financial instruments and certain other adjustments are

calculated to the full extent of their liability, net of any resulting tax.

Diluted net assets per share adjusted to remove the impact of goodwill

arising as a result of deferred tax and fixed interest rate debt £1,633.7m £2,002.0m

EPRA NDV per share\* EPRA NDV assets divided by the number of shares at the balance sheet

date on a diluted basis 644p 790p

EPRA NRV\* Represents the value of net assets on a long-term basis. Assets and

liabilities that are not expected to crystallise in normal circumstances

such as the fair value movements on financial derivatives, real estate

transfer taxes, and deferred taxes on property valuation surpluses

are therefore excluded £1,752.7m £2,092.2m

EPRA NRV per share\* EPRA NRV assets divided by the number of shares at the balance sheet

date on a diluted basis 691p 826p

EPRA LTV Debt (including net payables) divided by market value of the property 32.6% 19.8%

EPRA NIY Annualised rental income based on cash rents passing at the balance

sheet date less non-recoverable property operating expenses,

divided by the market value of the property increased by estimated

purchasers’ costs. See calculation table on page 166 3.2% 2.5%

EPRA ‘topped-up’ NIY EPRA NIY adjusted to include rental income in rent-free periods

(or other unexpired lease incentives). See calculation table on page 166 3.4% 3.2%

EPRA vacancy rate ERV of non-development vacant space as a percentage of ERV

of the whole portfolio (minus developments). See calculation table

on page 197 28.4% 20.4%

\*  Audited; reconciliation to IFRS numbers included in note 9 to the financial statements.

£633m

Cash and undrawn facilities

Strategic Report – Annual review

33Annual Report 2024 Great Portland Estates plc

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Our portfolio

Our portfolio is exclusively based in central London,

with the majority located in the West End. Our customers

are diverse, and their demands and preferences are

evolving at a rapid pace. As a result, we are committed

to shaping our products and services to meet these

changing needs.

Well-located central London portfolio

Our specialist approach requires focus. As a result, we only

operate in central London. Whilst our origins lie in the West

End, we recognise that central London is growing, and as it

grows, new locations will become sought after by customers

seeking new homes for their businesses. As a result, we remain

opportunistic and will invest across central London where

we see both value and opportunities for growth.

See more about our customers on pages 69 and 70

Evolving our products

To succeed, we need to provide our customers with great

spaces that are flexible, sustainable and beautifully designed,

offering high quality services to provide an enticing real estate

experience. To achieve this Customer First approach, and

meet changing needs and working patterns, we have evolved

our products to focus on two complementary, overlapping

activities, and our portfolio is well suited to deliver both:

– HQ repositioning – developing larger, best-in-class HQ

buildings. Growing demand for very high quality, brand

new space has remained strong and the future supply of

space remains limited. Today our development programme

totals 9.7% of the Group’s existing portfolio. This pipeline

of opportunity provides raw material, often with poor

sustainability credentials, which we can transform into

best-in-class spaces designed to let well in their local

markets, be futureproofed in a rapidly changing world

and have regard to the wider environment in which

they are located.

– Flex spaces – smaller fitted units, often with higher service

levels. Customers in our smaller spaces are increasingly

demanding the provision of flexibility, amenity and service

provision. Accordingly, we have developed a choice of

Flex offerings to meet this need. We provide spaces that

are delivered flexibly on a Fitted or Fully Managed basis,

making life easier and hassle free. Where the management

of the space is more intensive, delivered by the desk or room,

we partner with another provider to meet this demand.

Our portfolio, with around 80% of our spaces sub-

10,000 sq ft, is perfectly placed to meet this demand.

Both of these business activities are complementary and primed

for growth. Our on-site HQ development and Flex conversions will

commit £498 million of capital, delivering 678,300 sq ft of brand

new space, and we have an ambition to significantly grow our

Flex offerings to more than one million sq ft in the coming years.

Operational measures

-12.1%

Property valuation decline

(on a like-for-like basis)

24%

Percentage of portfolio

in Flex or HQ development

programme

+56 bps

Outward yield movement

23.5%

Percentage of office portfolio

in committed Flex offerings

“ The rise in global interest rates

has impacted property yields,

reducing values. This decline has

more than offset the positive impact

of rental growth that we continue

to capture across our portfolio.”

Hugh Morgan Director of Portfolio Management

Our approach

Our focused business model is based upon

repositioning properties to unlock their often hidden

potential. This repositioning relies on having a deep

understanding of the markets in which we operate,

to enable us to unearth new opportunities, provide

spaces that customers demand and develop

buildings for the customers of tomorrow.

We aim to position our portfolio to maximise

the opportunity for future growth. As a result, every

property has a detailed business plan which forecasts

each and every customer’s future cash flows and,

using our own assumptions for future movements in

rents and yields, forecasts the forward look returns

for the portfolio. If a property’s prospective returns

do not meet our required investment hurdles, taking

into account both our cost of capital and the risks,

typically it is sold.

34 Great Portland Estates plc Annual Report 2024

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100%

Of the portfolio in central London

Valuation declines driven by outward yield shift %

Rental value growth

0%

Yield shift

Residual

-5%-10%-15%-20% 5%

3.8%(8.5)% (7.4)%

Including rent from pre-lets and leases currently in rent-free

periods, the adjusted initial yield of the investment portfolio

at 31 March 2024 was 3.9%, 10 basis points higher than

the start of the financial year.

Whilst the overall valuation decreased by 12.1% during the year

on a like-for-like basis, elements of the portfolio continued

to show greater variation:

– the second half performance was down 2.4% significantly

outperforming the first six months (down 10.3%) with our Flex

office space reducing in value by 8.2% outperforming the

Group’s wider office space which fell by 11.8% in value;

– retail space underperformed offices falling in value by 13.2%

resulting from a greater yield expansion of 62 basis points;

– including developments, our West End portfolio (-8.4%)

performed better than our rest of London portfolio (-20.7%),

given a more aggressive yield expansion in the City

+73 basis points versus +53 basis points for the West End;

– newer, higher quality buildings outperformed older assets,

with those assets with a capital value per sq ft in excess

of £1,000 per sq ft, reducing in value by 5.5% compared

to those with a capital value per sq ft of less than £1,000

per sq ft which reduced by 21.5%; and

– buildings with better sustainability credentials outperformed.

Buildings with an EPC rating of A or B reduced in value

by 7.0%, outperforming properties with an EPC of C

or D which fell by 18.2% in the year.

Our joint venture properties fell in value by 10.2% over the year,

driven by higher investment yields whilst our wholly-owned

portfolio decreased by 12.6% on a like-for-like basis.

The second half performance (down 2.4% like-for-like)

indicates both interest rates and property yields are now

likely around their peak.

Yield driven valuation decline

The valuation of our portfolio, including our share of

joint ventures, declined over the 12 months by 12.1% on

a like-for-like basis, to £2,331.2 million at 31 March 2024.

Our portfolio by value – 74% in West End

1

37%

North of Oxford Street £870.3m

Rest of West End £849.6m

City £306.7m

Southwark £213.9m

Midtown £90.7m

9%

4%

37%

13%

1.  Including share of joint ventures.

The key drivers behind the Group’s valuation decrease

for the year, including joint ventures at share, were:

– higher investment yields – given the backdrop of higher

interest rates, equivalent yields increased by 56 basis points

(2023: 42 basis points) during the year (office: +54 basis points;

retail: +62 basis points) reducing valuations. At 31 March 2024,

the portfolio true equivalent yield was 5.3%;

See more about our markets on pages 21 and 22

– rental value growth – the continued demand for our

best in class spaces has helped increase our rental values.

Since the start of the financial year we have seen continued

demand for the best spaces and our rental values increased

by 3.8% on a like-for-like basis, with our office portfolio

up by 3.6%, with our Fully Managed offices up even higher

at 5.2%. ERVs in our retail portfolio increased by 4.4%;

See more about our markets on pages 21 and 22

– developments – the valuation of our committed development

properties decreased by 28.7% on a like-for-like basis to

£201.5 million during the period, given development returns

are more sensitive to movements in investment yields; and

See more about our leasing and Flex activities on pages 26 and 27

– portfolio management – we delivered a strong leasing year,

signing 75 new leases, rent reviews and renewals, with new

lettings 9.1% ahead of ERV. This secured £25.6 million (our

share) of annual income, supporting the valuation over the

year. At 31 March 2024, the portfolio was 10.1% reversionary.

See more about our development activity on pages 23 to 25

Strategic Report – Annual review

35Annual Report 2024 Great Portland Estates plc

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Our portfolio continued

Portfolio performance

Wholly-

owned

£m

Joint

ventures

1

£m

Total

£m

Proportion

of portfolio

%

Valuation

movement

%

North of Oxford Street Office 677.3 – 677.3 29.1 (10.5)

Retail 152.3 36.7 189.0 8.1 (11.4)

Residential 4.0 – 4.0 0.2 (13.8)

Rest of West End Office 218.1 239.2 457.3 19.6 0.6

Retail 127.1 109.5 236.6 10.2 (11.4)

Residential 0.7 – 0.7 – (26.9)

Total West End 1,179.5 385.4 1,564.9 67.2 (7.8)

City, Midtown and Southwark Office 340.0 90.7 430.7 18.5 (17.2)

Retail 7.7 – 7.7 0.3 (7.7)

Residential – – – – –

Total City, Midtown and Southwark 347.7 90.7 438.4 18.8 (17.0)

Investment property portfolio 1,527.2 476.1 2,003.3 86.0 (10.0)

Development property 201.5 – 201.5 8.6 (28.7)

Total properties held throughout the year 1,728.7 476.1 2,204.8 94.6 (12.1)

Acquisitions 126.4 – 126.4 5.4 (6.6)

Portfolio valuation 1,855.1 476.1 2,331.2 100.0 (11.8)

1.  GPE share.

Portfolio characteristics

Investment

properties

£m

Development

properties

£m

Total

property

portfolio

£m

Office

£m

Retail

£m

Residential

£m

Total

£m

Net

internal

area sq ft

000s

North of Oxford Street 870.3 – 870.3 677.3 189.0 4.0 870.3 760

Rest of West End 804.9 44.7 849.6 560.8 288.1 0.7 849.6 651

Total West End 1,675.2 44.7 1,719.9 1,238.1 477.1 4.7 1,719.9 1,411

City, Midtown and Southwark 454.5 156.8 611.3 600.2 8.6 2.5 611.3 1,319

Total 2,129.7 201.5 2,331.2 1,838.3 485.7 7.2 2,331.2 2,730

By use: Office 1,684.9 153.4 1,838.3

Retail 440.1 45.6 485.7

Residential 4.7 2.5 7.2

Total 2,129.7 201.5 2,331.2

Net internal area sq ft 000s 2,197 533 2,730

£2.3bn

Portfolio  valuation

36 Great Portland Estates plc Annual Report 2024

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Sustainability

Creating sustainable spaces sits at the heart of our purpose. Whilst the world

of sustainability can be complicated, our approach is simple and is set out in our

Sustainability Statement of Intent ‘The Time is Now’.

During the year we…

– Updated ‘Our Roadmap to Net Zero’, we are increasing the ambition of our near-term targets

and reducing 90% of our footprint, in our commitment to reach net zero by 2040.

– Continued the roll out of ‘Our Brief for Creating Sustainable Spaces’ to all our HQ developments,

major and minor refurbishments, as well as on-floor fit-out projects.

– Continued to implement the four pillars of our Sustainability Statement of Intent:

How our sustainability strategy supports our business

Statement of Intent, ‘The Time is Now v2.0’

Sets out the four pillars of our approach to sustainability

Climate resilience Decarbonise

Our Roadmap to Net Zero v2.0

Health and wellbeing Social impact

Social Impact Strategy

www.gpe.co.uk/

sustainability

www.gpe.co.uk/

sustainability

www.gpe.co.uk/documents/

the-time-is-now

Our Brief for Creating Sustainable Spaces

Sets out how we implement the four pillars of our approach as we design, construct, fit out and manage our spaces

Supported by strong governance and reporting

Transparent disclosure through our Annual Report and Sustainability Performance tables

www.gpe.co.uk/sustainability/

governance-reporting

For TCFD response see pages 52 to 61

www.gpe.co.uk/documents/

sustainable-spaces-brief

Integrating

climate resilience

across our

business

See page 40

Decarbonising

our business to

become net zero

by 2040

See page 42

Putting health

and wellbeing

front and centre

See page 48

Creating a lasting

positive social

impact in our

communities

See page 50

Strategic Report – Annual review

37Annual Report 2024 Great Portland Estates plc

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Sustainability continued

Good governance supports progress on sustainability

Our robust governance structure ensures that appropriate oversight is given to sustainability –

a strategic imperative at GPE.

Oversight starts with our Board, typically meeting six times

per year, with regular sustainability updates provided by our

Chief Executive and Sustainability and Social Impact Director.

In addition, the Board receives an update on progress towards

our sustainability strategy as part of the Chief Executive’s

report at each Board meeting. Three of our Board Committees

oversee aspects of sustainability-related governance. As a

member of Executive Committee, our Sustainability and Social

Impact Director is involved in all key asset-related decisions

such as acquisitions, development appraisals, lettings and

disposals. Furthermore, the Sustainability Committee provides

a forum for management to discuss risks and opportunities and

potential blockers to progress, while Operational Committees

work to pre-empt potential challenges that may slow our

progress. Our Committees ensure wide-scale involvement at

all levels of the business, supporting a collaborative approach

to sustainability. More details can be found on page 52 in our

TCFD response and page 108 in Leadership.

Development Sustainability

Sub-Committee

Co-Chairs: Martin Quinn & Frank Blande

Sustainable Finance

Committee

Chair: Nick Sanderson

Management Committees

Portfolio Sustainability

Sub-Committee

Chair: Janine Cole

Executive Committee

Chair: Toby Courtauld

Sustainability Committee

Chair: Toby Courtauld

Nomination Committee

Chair: Richard Mully

The key objectives of the Nomination

Committee, which meets five times per

year, are to regularly review the skills and

experience of the Board to ensure that it

is the right size, structure and composition

taking into account the skills, experience,

independence, knowledge and diversity of

Directors and the future strategy of the Group.

Consideration of these attributes in relation

to climate resilience and decarbonisation

is an important part of this process.

Our Development Sustainability

Sub-Committee reports quarterly to the

Sustainability Committee, and provides

operational oversight on climate-related

risks and opportunities within the development

pipeline. The key areas of focus are

embodied carbon, delivery of the circular

economy and integration of nature-based

solutions to support both biodiversity

net gain and climate resilience.

The Chief Executive chairs the Executive

Committee on a fortnightly basis. Key

stakeholders including Finance, Legal,

Leasing, Development, Human Resources,

Portfolio Management, Flex, Customer

Experience and Sustainability meet regularly

to review key strategic and operational

decisions to be made by the business. This

includes development appraisals outlining

embodied carbon and energy intensity

benchmarks, significant procurement

decisions outlining the resilience of our

value chain and Sustainability Strategy.

Audit Committee

Chair: Vicky Jarman

The key objectives for the Audit Committee,

which meets four times per year, are to

report to the Board and shareholders on

the Group’s financial reporting, internal

control and risk management systems, and

on the independence and effectiveness of

the external auditor. Assurance processes

and internal audit processes connected with

sustainability and ESG key performance

indicators are captured within the remit

of the Audit Committee.

Our Portfolio Sustainability Sub-Committee

reports quarterly to the Sustainability

Committee, and provides operational

oversight on climate-related risks and

opportunities within the standing portfolio.

The key area of focus being energy use

intensity, stranding of assets both from

a carbon and energy perspective and

integration of nature-based solutions

to support both biodiversity net gain

and climate resilience.

Remuneration Committee

Chair: Emma Woods

The Remuneration Committee is responsible for

determining the remuneration of the Executive

Directors and the Chair of the Board, the

members of the Executive Committee and

other senior executives. Meeting five times a

year, the Committee also reviews the broad

operation of remuneration policy and practices

for all employees. The recently updated

bonus scorecard includes KPIs on achieving

net zero carbon at our developments and

reducing energy intensity.

The Sustainable Finance Committee was

formed to manage the Sustainable Finance

Framework and all Sustainable Debt

Instruments issued under the Framework.

As no such Sustainable Debt Instruments

have been issued to date, this Committee was

not convened during the last financial year.

The Chief Executive chairs the quarterly

Sustainability Committee meeting, also

attended by the Chief Financial & Operating

Officer, Executive Director, Development

Director, Customer Experience and Flex

Director, Sustainability and Social Impact

Director and key department heads.

This provides strategic oversight on climate

risk and resilience, reviews the progress and

evolution of the sustainability strategy, and

monitors performance against our targets.

Outcomes from this Committee are brought to

the attention of the Board by the Chief Executive

and the Sustainability and Social Impact Director.

Board Committees

Strategic Operational Sustainability

Social Impact Committee

Chair: Nick Sanderson

The Chief Financial Operating Officer chairs

the Social Impact Committee which meets

on a quarterly basis and reports to the

Executive Committee every six months.

The Committee has oversight of the social,

community and charitable endeavours of

the business in line with the Social Impact

Strategy. Representatives from HR, Marketing,

Portfolio Management and Development

teams attend to ensure collaboration and

transparency across the organisation in

relation to social initiatives, charitable

donations and allocation of budget.

For full TCFD response see pages 52 to 61

38 Great Portland Estates plc Annual Report 2024

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Continually adapting and evolving our approach

Roadmap to Net Zero v2.0

Version 2.0 of our Roadmap to Net Zero, released in May 2024, reflects advancing knowledge on net zero, improved clarity

on the extent of carbon reductions necessary and much less reliance on offsetting. We have increased the ambition of our

near- and long-term targets, requiring a 90% reduction in our Scope 1, 2, and 3 emissions to reach net zero carbon by 2040.

Increased near-term ambitions, longer-term targets to 2040

Collaboration is integral to success throughout the value chain

Increasing ambition

The ambition of our net zero target

has increased to a 90% reduction

in emissions across Scopes 1, 2 &

3 by 2040, as compared with our

previous target of 50% by 2030.

Our absolute emissions reductions

targets for Scopes 1, 2 and 3, as well

as embodied carbon and energy

use intensity reductions required

by 2030, are also more challenging.

Residual emissions will only be

treated once we have reduced our

emissions by 90%, either through

insetting or offsetting programmes.

To drive faster progress in our Scope

3 reductions, we have also increased

our Internal Carbon Price from £95

per tonne to £150 per tonne and set

value chain engagement targets.

For further information see page 42

Customers

We have committed to engaging

with at least 80% of our top energy

consuming customers by 2027.

We have always collaborated with

our customers but we are now

formalising that engagement

through specific requirements

on sharing sustainability data

and collaboration.

By formalising that engagement

we can support our customers in

achieving their own sustainability

goals as well as reducing the Scope 3

carbon emissions of our buildings.

We know that sustainability is

increasingly a talent retention issue for

our customers, therefore our spaces

must reflect the ambition of our

customers. As well as environmental

concerns, our customers are

increasingly addressing wellbeing

considerations as well as connection

with the local community.

Decarbonising energy

We must transition our buildings

away from reliance on fossil fuels.

Our updated Roadmap includes a

commitment to remove fossil fuel-

derived energy from our existing

buildings by 2030.

This requires us to rapidly upscale

our investment in technologies

such as heat pumps as well as

increasing the on-site generation

of renewable energy.

Whilst 100% of our procured energy is

already purchased from Renewable

Energy Guarantees of Origin (REGO)

and Renewable Gas Guarantees

of Origin (RGGO) -backed tariffs,

we recognise their validity is being

challenged. We are reviewing

our energy procurement policy

and considering 24/7 matching

targets for renewable energy

procured by our business as well

as a review of Power Purchase

Agreement options.

Supply chain partners

We have committed to engaging

with at least 80% of our supply

chain partners, by spend, by 2027.

We are already reaping the benefits

of collaboration and engagement

across our development pipeline,

helping us tackle the challenge

of embodied carbon. Through our

revised target we are looking to

deepen our engagement across

the whole of our supply chain.

As we evolve towards a more

service-led, operational model

within our Fully Managed spaces

we know that the carbon emissions

associated with the provision of

those services and amenities may

increase. We are partnering with an

AI-based sustainable procurement

platform to give us greater

oversight of how our suppliers

are already performing to inform

our engagement programme.

Defining net zero

In its simplest form, net zero is

when all emissions released into

the atmosphere are equal to

the amount removed.

We have made considerable

progress on emissions reductions

since we first set out our Roadmap to

Net Zero in 2020, however legislative

frameworks and businesses are

increasingly converging around a

science-based approach to net zero.

Following the achievement of

our original Science Based Target

in 2023, we are now aligning our

approach to the SBTi Corporate

Net-Zero Standard. During the

next year we will work towards

SBTi validation of our targets.

For further information see page 42

Communities

In order for our customers, supply

chain and buildings to be resilient to

climate change it is essential that we

work closely with our communities.

Through our social impact strategy

we are therefore working with

organisations that support the

resilience of our London boroughs.

This strategy includes:

– Reducing the impact of our

developments on the community,

for example, our barge servicing

strategy at our Minerva House,

SE1, development is substantially

reducing vehicle movements.

– Working with charities that

are supporting improvements

to London’s biodiversity.

– Working with charities who

unlock the potential of London’s

young people.

More detail found on

pages 41 and 50 to 51

Strategic Report – Annual review

39Annual Report 2024 Great Portland Estates plc

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Sustainability continued

Our performance during the year

In April 2023 we set a number of priorities for the financial year.

Undertake a risk assessment to better understand

the climate risk embedded within our supply chain

Our highest risks within our supply chain are associated

with our development activities and the management of

mechanical and electrical services within our buildings.

During the year, we embedded Our Brief for Sustainable

Spaces into the business. This has provided a clear framework

for our supply chain to report their sustainability performance

and improved the level of focus given to climate resilience

in their proposals. In particular this has included buildability

challenges as well as reviewing the availability of materials

within their own specialist supply chain.

Led by our Head of Projects, we have quarterly roundtables

with our supply chain partners from across the building life

cycle. This includes architects, structural engineers, quantity

surveyors, MEP consultants and contractors. During the year

these have focused on the availability of cement replacements

to help lower the embodied carbon of structures, as well as

investigations into the use and availability of low-carbon

materials and the implementation of alternative structural

design. This focus is supporting the improved resilience of

our developments and carbon reduction.

During the year we retendered our portfolio mechanical and

electrical services contract, The tender process incorporated

more sustainability and social impact requirements to

improve engagement from our service partners on how they

can support us in delivering more efficient, climate resilient

buildings. The tender incorporated reward mechanisms for

innovative approaches to building energy optimisation,

comfort reporting and life cycle analysis to support a more

data-driven approach to the maintenance of our portfolio.

Our partnership with Responsibly, an AI-enabled sustainability

due diligence provider, and Nutral, a sustainable supply chain

auditor, has improved our understanding of the climate-related

processes of our supply chain. During the next financial year

we will continue to work with these businesses to support

the delivery of our supply chain engagement goal, now

incorporated within our updated Roadmap to Net Zero.

Create net zero carbon asset plans, informed

by data from our portfolio metering project

Despite not yet fully formalising net zero carbon transition

plans for each asset, the findings of the initial phase of this

work resulted in the implementation of an 18-month portfolio

wide metering project. This project is nearing its conclusion

and is already substantially improving the quality and

granularity of energy data. The completion of this project

will enable more rapid identification of further energy

efficiency measures to support us as we respond to tightening

legislative requirements and increasing customer and investor

expectations on energy efficiency. Additionally, our improved

data will be used to create a portal to allow our customers

to access their energy data when convenient for them.

This will support them in monitoring their own performance

In order to become a climate resilient

business, we are addressing transitional

climate risk, integrating climate adaptation

measures into building design and working

to support the resilience of our customers,

suppliers and communities.

Our commitments

Our Sustainability Statement of Intent, updated and

relaunched in May 2023, repositioned our approach to

climate resilience. A climate resilient business requires a

net zero carbon pathway to mitigate carbon emissions and

a climate adaptation plan to support business resilience

to climate change. We have therefore committed to:

– addressing the transitional risk of climate change

and implementing net zero carbon plans at each asset;

– integrating climate adaptation and physical resilience

measures into our buildings;

– working with our supply chain partners to improve

the resilience of our supply chain; and

– supporting the climate resilience of our communities.

Management of climate resilience

Our Sustainability Statement of Intent, Roadmap to

Net Zero and Our Brief for Creating Sustainable Spaces

provide a framework (see page 37 for more on our policies

and strategy) to support us in addressing the transitional

risks of climate change. This includes the risk of extensive

policy, legal, technology and market changes to address

mitigation and adaptation requirements related to climate

change. Additionally, they provide strategic direction on

how we will adapt to the physical risks associated with more

frequent extreme weather events or longer-term shifts

in precipitation and temperature. A full disclosure on the

risks and opportunities connected with climate change

along with our governance arrangements can be found on

pages 37 to 38 and in our TCFD disclosure on pages 52 to 61.

We are integrating

climate resilience

across our business

40 Great Portland Estates plc Annual Report 2024

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Supporting the resilience of our communities

As energy costs continue to escalate, the link between the

climate crisis and social inequality is clearer than ever. In the

second year of our partnership with National Energy Action,

we continued to support their ‘Warm Welcome’ in London

programme. This provided energy saving advice and financial

support to 95 parents and carers struggling to pay their

energy bills. We have also continued to prioritise supporting

community groups who maintain London’s green spaces,

including Bankside Open Spaces Trust and London Wildlife

Trust. During the year, alongside our supply partners, we spent

more than 170 hours volunteering for charities supporting

climate resilience. See Social Impact on pages 50 to 51.

Through our membership of the Better Buildings Partnership,

recognising the importance of London’s climate resilience

to the success of our business, we outlined our experiences

through the consultation exercise undertaken by the

Greater London Authority as part of the London Climate

Resilience Review, We have also participated in the UKGBC

task group which has brought together experts from across

the built environment value chain to develop the UK’s

first shared pathway for adapting to a changing climate.

Reference: Building layers and their indicative lifespans on page 8

of GLA CE Statement guidance: https://www.london.gov.uk/sites/

default/files/circular\_economy\_statements\_lpg\_0.pdf

Our progress

Portfolio targeted

or rated EPC A or B

63.6%

compared to 51% in 2023 due

to our development pipeline

and upgrade programme

Increase in

biodiversity

3.1%

exceeding our year on year

3% biodiversity net gain target

Embodied

carbon analysis

100%

third party verified embodied

carbon analysis for all projects

over £5 million

Charitable

volunteering

170+

hours from GPE and supply partners

supporting climate resilience of our

London communities

on emissions reductions. During the next financial year, we will

be rolling this out across our portfolio and extending to water

and waste data where systems allow. Due to the complexity

of the project, some delays have been experienced during

the digitisation process, however we will be feeding our

much-improved data into refreshed net zero carbon asset

plans during the next financial year.

During the year, we also continued our EPC upgrade works,

looking to further increase the percentage of our buildings

rated as EPC A or B. With the inclusion of developments, the

percentage of our portfolio with EPC ratings of B and above

has increased by 12.9% (by floor area) from last year up to

63.6%. Due to our business model of repositioning poorly

performing assets, we do not expect to reach a position

where 100% of our buildings are rated A or B by 2030.

Create a climate transition plan

Despite not formally delivering a climate transition plan,

in May 2023 we updated our Sustainability Statement

of Intent and more recently have updated our Roadmap to

Net Zero – essentially, these documents set out our detailed

ambitions and actions to reduce our Scope 1, 2 and 3 emissions.

Further, our updated TCFD disclosure (see pages 52 to 61) sets

out the risks posed to our business by climate change and our

response to those risks. During the next financial year we will

be bringing these aspects together, as well as undertaking

an assessment of how we are contributing to the economy-

wide transition to a lower-carbon economy and our impacts

and dependencies. We expect to publish this in the final

quarter of the financial year ending March 2025.

Integrate climate adaptation and resilience

measures into our buildings

During the year we increased biodiversity net gain across

the portfolio by 3.1% from the 2023 baseline, through the

enhancement of existing biodiverse living roofs and new

planters at Woolyard, SE1, Hanover Square, W1 and The

Hickman, E1. During the year we also undertook biodiversity

learning tours to support the understanding of the GPE team

on biodiversity net gain and benefits of ecosystem services.

Through design, we are integrating measures such as passive

solar shading, sustainable drainage systems, including blue

roofs, and greywater and rainwater harvesting as standard

to support the climate resilience of our buildings.

By using the ‘Building in Layers’ approach, as highlighted

opposite, our Soho Square team have been able to fine-

tune their thinking and consider the impacts of climate

change on items such as structural stability and robustness;

weatherproofing and detailing; the durability of materials;

the health, safety and wellbeing of our customers and

future building users; business continuity; and the capacity

of building services and suitability of renewable technologies.

Looking forward

– We will complete our Transition Plan and launch it

by 31 March 2025.

– Will complete our metering project (scheduled

to be complete by September 2024) and roll out

environmental dashboards using real-time data for

each asset, with access provided to our customers.

– We will complete our supply chain risk assessment

looking at the impact of climate change on

materials availability.

Skin/Shell

Structure/frame

Space plan/interior

Stuff/contents

3–5

years

3–40

years

7–30

years

30–120

years

20–60

years

Services (building)

Strategic Report – Annual review

41Annual Report 2024 Great Portland Estates plc

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Sustainability continued

Our updated Roadmap includes clearer steps to reduce

our Scope 3 emissions, including value chain targets as well

as an approach to treatment of residual emissions, ensuring

that corporate offsetting does not take place until we have

reduced our Scope 1, 2 and 3 emission by 90% (previously 50%).

To ensure our actions are in line with climate science and

to avoid following a Roadmap that may not be consistent

with addressing the climate crisis, we have aligned our

approach with the current Science Based Targets initiative

Corporate Net-Zero Standard.

Our steps to net zero by 2040

Reduce our embodied carbon by 52% by 2030

Our progress so far on reducing embodied carbon has

exceeded our expectations. Our first net zero carbon in

construction development, in line with the UKGBC Framework

Definition, was delivered at 50 Finsbury Square in 2023.

Reductions forecast within our developments currently in design

indicate a reduction of 44% from our 2020 embodied carbon

baseline. Whilst these reductions require verification upon

practical completion in each case, we are now increasing our

ambition. It is envisaged that by 2040 embodied carbon of our

developments and refurbishments will need to be less than

140kgCO

2

e/m

2.

This is an enormous challenge. We are therefore

focusing on the retention and reuse of materials, minimising

the use of virgin materials and improving design and

specification at smaller refurbishments and fit out projects.

Reduce our energy intensity by 47% by 2030

As of 31 March 2024, our energy intensity has reduced by 36%

compared to our 2016 baseline. We have therefore updated

our target, looking to reach an energy intensity of 123 kWh/

m

2

by 2030 (a 47% reduction). This aligns our energy intensity

reduction trajectory with the CRREM pathway out to 2030.

We will continue our retrofit programme, implementing energy

efficiency projects, supported by our metering project and the

rapid digitisation of our energy data (for further detail see

page 44). To support faster progress against our targets we

are also increasing our Internal Carbon Price from £95 per

tonne to £150 per tonne. This is levied on our Scope 1 and 2

emissions and the embodied carbon of our developments

up to practical completion.

It is envisaged that by 2040 our energy intensity will need to be

less than 70kWh/m

2

. Substantial technological advancements

as well as customer and supply chain engagement will

be necessary to reach this target. Our business model of

repositioning poorly performing buildings will also add to

this challenge as we purchase inefficient buildings and

redevelop them to meet evolving standards.

Engage with our value chain

The Scope 3 emissions from our value chain amount to 79%

of our carbon footprint. Whilst we have always engaged with

our supply chain and our customers on sustainability we have

now formally set a target to engage with 80% of our customers

by energy consumption and to provide real-time energy data

to 100% of our customers by 2027, supporting behavioural

energy reductions. Within our supply chain we have set a

target to engage with 80% of our supply chain and service

partners, excluding principal contractors (who we already

engage closely with on embodied carbon). Additionally, we

are committed to developing a baseline and benchmarking

Our Roadmap to Net Zero v2.0 sets out in

detail how we will decarbonise our business,

reducing our emissions by 90% by 2040.

The updated Roadmap incorporates our

approach to reducing embodied carbon and

energy intensity, value chain engagement

and decarbonising our energy procurement.

Our commitments

Our Roadmap to Net Zero, relaunched in May 2024, has

updated our approach to decarbonisation in light of our

changing business and evolving definitions of net zero.

We have increased the ambition and scope of our Roadmap

in a number of areas, as well as adding new targets to

support our overall decarbonisation journey, We will:

– reduce our Scope 1, 2 and 3 emissions by 42% by 2030

and by 90% by 2040 to become net zero (when compared

to our 2023 baseline).

– reduce energy intensity by 47% (previously 40%) across

our occupied portfolio by 2030 (when compared to

our 2016 baseline).

– reduce our embodied carbon by 52% (previously 40%)

by 2030 across our new build developments and major

refurbishments (when compared to our 2020 baseline).

– engage with the top 80% of our customers (by energy

consumed) and the top 80% of our supply chain partners

(by spend) by 2027.

– remove fossil fuel derived energy from across our portfolio

by 2030.

– offset, only once we have achieved a 90% reduction across

all scopes, the total residual carbon to reach net zero.

Evolution of our approach

Climate change is the biggest long-term challenge we

face and, as the risk and need for urgent action increases,

the climate crisis has become both a moral and economic

imperative. With the built environment contributing

approximately 40% of global carbon emissions, our industry

faces a huge challenge as it moves to decarbonising the

whole building life cycle.

Last year we updated our Sustainability Statement of Intent

‘The Time is Now’, setting out our ambitious sustainability vision.

This year we have updated Our Roadmap to Net Zero, increasing

the ambition of our short-term targets to 2030 and the

interventions that will be necessary before we reach net zero

in 2040 after reducing 90% of our Scope 1, 2 and 3 emissions.

We are decarbonising

our business to become

net zero by 2040

42 Great Portland Estates plc Annual Report 2024

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Energy intensity

reduction

36%

when compared

to our 2016 baseline

Revised Roadmap

to Net Zero

2040

covering Scope 1, 2 and 3

at 90% reduction

Carbon intensity

reduction

66.3%

when compared

to our 2016 baseline

Decarbonisation

Fund contribution

£338k

from the application of our internal

carbon price to embodied carbon

and operational emissions

Looking forward

– We will roll out our revised Roadmap to Net Zero.

– We will implement the findings of our energy

procurement review.

– We will commence our formal value chain

engagement programme.

– We will identify further opportunities to make

energy efficiency savings through the delivery

of our metering project across our portfolio.

Our performance during the year

In addition to the update to our Roadmap we also set

out a number of priorities for this financial year.

Continue implementation of NABERS UK Design

for Performance and Energy for Offices

During the year we achieved a 5 star design stage rating

for 2 Aldermanbury Square, EC2, and achieved a 3 star

rating for Elm Yard, WC1, under the Energy for Offices

NABERS scheme. The NABERS specification has been used

as a blueprint for our metering project, standardisation

of plant run times and other systems improvements.

Set out our carbon offsetting strategy

At the start of the financial year, we had envisaged that we

would set out a comprehensive carbon offsetting strategy.

Instead we have updated Our Roadmap to Net Zero with

residual emissions being treated once we have reduced

our Scope 1, 2 and 3 emissions by 90%.

Implement the requirements of ‘Our Brief for

Creating Sustainable Spaces’.

Since the completion of our first net zero carbon building

at 50 Finsbury Square, EC2, we are taking the best practice

and lessons learned across all development projects.

At 2 Aldermanbury Square, EC2, we are incorporating the

principles of the circular economy, including the dismantling

and reuse of over 1,500 tonnes of structural steel during

demolition. Through early stage contractor involvement,

collaboration with materials manufacturers and innovative

thinking, we are maximising the use of lower-carbon materials

and materials with greater recycled content.

Use our metering project to identify further

opportunities to make energy efficiency savings

We expect to complete our metering project during the

summer. Once complete, we will have much-improved granular

data to support further energy efficiency improvements.

tool to understand customer ambitions on sustainability,

and progress made by our service partners in achieving

their targets. By 2040 we hope to see this engagement

mean that all of our customers and supply partners have

verified science-based targets.

Decarbonise our energy consumption

Whilst we have consistently ensured that the energy we

procure is REGO backed or RGGO backed in the case of our

gas supplies, we are cognisant of the lack of transparency in

the REGO market. Whilst we remain committed to installing

renewable energy supplies at our properties, this is often

not practical at existing buildings, where there may not be

space. We have therefore made slow progress towards our

on-site renewable energy generation target. We are therefore

removing this target, in order to commit to the removal of all

fossil fuel derived energy from our buildings by 2030. We are

also embarking on a comprehensive review of our energy

procurement policy, including the review of power purchase

agreements and a target of 60% hourly matching of renewable

energy purchased by 2030, rising to 80% by 2040.

Residual emissions strategy

In our original Roadmap we had expected to reduce

our emissions by 50% by 2030 and then offset to net zero.

However, the offsetting of residual emissions has become

an increasingly complex issue with projects being called

into question and some doing more harm than good. We

are therefore increasing the scope of emissions reductions

needed to reach net zero, committing to reducing our

Scope 1, 2 and 3 emissions by 90% by 2040. Our increased

Internal Carbon Price of £150 per tonne will be used in the

intervening period to invest in the decarbonisation of our

value chain, supporting energy efficiency projects at our

projects and investment into alternative materials and

construction techniques. Offsetting is likely to remain part

of our strategy at asset level, aligning with the emerging

Net Zero Carbon Building Standard.

Working towards 2040

To meet the emissions reductions outlined above we will

need substantial technological advances, including industry

wide roll-out of materials passports and materials exchange

platforms to turbocharge the wider adoption of the principles

of the circular economy. In 2040, when we offset the remaining

10% of our emissions, we expect to invest in natural carbon

capture and storage and local projects where carbon credits

can be used to deliver a positive social impact.

Our progress

Strategic Report – Annual review

43Annual Report 2024 Great Portland Estates plc

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Sustainability continued

Streamlined Energy and Carbon Reporting (SECR)

Total carbon footprint

Year ended 31 March

2023/24

tCO

2

e

2022/23

tCO

2

e

Scope 1 emissions

A

1,255 1,556

Scope 2 emissions

A

2,092 2,221

Scope 3 emissions

Category 1 – Purchased goods and services 7,674 7,055

Category 2 – Capital goods 10,814 9,501

Category 3 – Fuel and energy-related activities 2,095 2,232

Category 4 – Upstream transportation and distribution 38 25

Category 5 – Waste generated (operations and development) 44 37

Category 6 – Business travel 59 91

Category 7 – Employee commuting 69 73

Category 11 – Use of sold products 872 3,272

Category 12 – End-of-life treatment of sold products 4 45

Category 13 – Downstream leased assets

A

6,090 6,082

1

Total Scope 3 emissions 27,759 28,413

Total Scope 1, 2 & 3 emissions 31,106 32,190

A  Metrics with independent limited assurance provided by PwC in accordance with the International Standard on Assurance Engagements (ISAE3000).

1.  2022/23 figures have been restated to reflect improved data quality and coverage for Downstream leased assets – Customer Procured Electricity.

NB Scope 3 Category 8 (upstream leased assets), 9 (downstream transportation and distribution), 10 (processing of sold products), 14 (franchises)

and category 15 (investments) are excluded from the footprint as per our Basis of Reporting due to not being applicable to the business.

Energy performance

We saw a 7% reduction in total energy consumption during

the year. The reduction was partly driven by reductions in

energy consumption for landlord areas, as electricity sub-

metered to our customers remained largely level year on year.

Direct electricity consumption for landlord-controlled common

parts reduced by 12%, and gas consumption for shared

services reduced by 11%.

This year, we outperformed our energy intensity target by

achieving 150 kWh/m

2

, against a benchmark of 191 kWh/m

2

and a stretch target of 174 kWh/m

2

. Compared with last year,

our energy intensity dropped 6% from 158 kWh/m

2

. A 36%

reduction in energy intensity has been achieved when

compared with our 2016 baseline.

Due to further investment in energy efficiency and building

optimisation, there was a 13% reduction during the reporting

year in whole building electricity and gas consumption at our

highest energy consuming site, 200 Gray’s Inn Road, WC1.

Further reductions were driven by the movement of some

smaller buildings out of the operational portfolio into the

development pipeline in the second half of the period.

Energy efficiency actions

During the reporting year our primary focus has been on rolling

out our updated metering strategy, delivering improvements to

accuracy, scope and granularity of our metering infrastructure.

The project covers electricity, heat and water, building

management system (BMS) controls and networks, as well as

gas where applicable for shared services. The strategy has been

carried out utilising best practice and lessons learned from our

implementation of the NABERS UK energy rating scheme and

will drive improved collaboration with our customers on energy

efficiency improvements to support energy reductions.

Key energy efficiency actions taken during the reporting

year include:

– optimisation of gas-powered infrastructure to support

energy and carbon savings, removing out-of-hours hot

water demand and auxiliary equipment requirements

leading to 130,000kWh savings annually with an

immediate return on investment;

– installation of solar photovoltaic panels at our Woolyard

building, projected to save 150,000kWh annually and

have a return on investment of 2.5 years; and

– NABERS UK Energy for Offices readiness assessment and

certification at Elm Yard, WC1. The building achieved a 3

star rating, providing great insight into how we can improve

this building, and others, going forward.

– energy audits to meet legal compliance requirements.

For more detail on our performance see pages 42 and 43

Performance against our Roadmap to Net Zero

As a signatory of the Better Buildings Partnership’s (BBP) Climate

Commitment, we are required to disclose progress annually

against our Roadmap to Net Zero. Our carbon footprint and

narrative on progress during the last year is set out below.

Overall performance

Our total carbon footprint (Scopes 1, 2 and 3) decreased by 3%

or 1,084tCO

2

e during the year. We have made positive progress

where carbon emissions are in our direct control as well as with

respect to embodied carbon intensity. Absolute embodied

carbon (capital goods) and emissions related to the products

and services we procure have increased in the year, driven

by an increase in development activity and shift towards our

Fully Managed product. It is likely that in the short term these

absolute numbers will continue to rise as we seek to improve

data granularity and collection processes.

Scope 1 and 2 emissions

Our Scope 1 and 2 (location-based) emissions decreased

by 11% or 430tCO

2

e compared with last year. This decrease

was driven, in part, by energy the efficiency projects and

portfolio changes, as detailed in the section above.

44 Great Portland Estates plc Annual Report 2024

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Indirect energy-related Scope 3 emissions

Our Scope 3 emissions from customer electricity (both sub-

metered and directly procured by customers) reduced by 9tCO

2

e

compared with last year. Engaging our customers to continue

to reduce energy consumption is going to be critical for us to

meet our net zero carbon ambitions, as these cover Scope 3

emissions from customer energy usage. This requirement is

now incorporated within our updated Roadmap to Net Zero.

Indirect non energy-related Scope 3 emissions

The majority, 89%, of our carbon emissions fall outside our

direct control and form our Scope 3 emissions; these are emitted

through our value chain – customers and supply partners.

The 2.3% reduction in our total Scope 3 carbon emissions for

the year was driven primarily by our asset disposals, equating

to lower use, and end-of-life treatment, of sold products.

During the reporting period, although we did not complete

any major developments, our construction activity increased in

the year with projects such as 2 Aldermanbury Square, EC2, and

others, such as 6 St Andrew Street, EC4, Alfred Place, WC1, and

Minerva House, SE1, starting development activities. Our on

floor refurbishment work has also increased in line with our

Flex ambition. As such, has led to a 17% increase in absolute

embodied carbon emissions. Our Carbon Measurement

Framework continues to support consistency in reporting

and will be adopted across all development activities in

the coming year.

Emissions from corporate business travel and employee

commuting have decreased after a year in which travel picked

up post-COVID. Taken together, business travel, employee

commuting and working from home emissions have decreased

by 23% compared with last year. This is also due to an increase

in the use of virtual meetings and utilisation of our Head Office

to facilitate face-to-face collaboration.

Emissions from operational procurement, including maintenance

and repair materials and services, have remained steady

as a proportion of our footprint. The increase of 5% this year

compared to last is due to greater spend in more carbon

intensive procurement categories, again highlighting how

integral supplier engagement is to ensure procurement

decisions include carbon considerations alongside cost.

Carbon footprint progress annual carbon emissions (tCO

2

e)

1

6,053

5,070

4,894

7,139

4,289

309

3,095

19,726

5,669

6,973

4,681

93

12,410

29,826

3,777

6,082

9,744

164

12,423

32,190

3,347

6,090

11,370

127

10,172

31,106

7,136

11,405

424

2,418

26,453

9,320

17,921

Scope 1 & 2: Owner generated energy emissions

Scope 3: Occupier generated energy emissions

Scope 3: Embodied carbon emissions from development activities

Scope 3: Corporate emissions

Scope 3: Other (non-energy) emissions from investment portfolio

Roadmap target

2

45,000

0

9,000

18,000

27,000

36,000

20232022202120202019 2024

8,780

42,442

368

13.6k

During 2023/24 we participated in:

We are signatories of:

Longer-term performance

In Our Roadmap to Net Zero v2.0, we set out our ambition to

reduce Scope 1, 2, and 3 emissions by 42% by 2030 and 90%

by 2040 from our 2023 baseline. The graph below shows our

progress to date since 2019. This demonstrates the need to

monitor performance towards net zero over the longer term,

as our normal cycle of business activity, such as our decision

to sell or develop assets, will inevitably cause fluctuations in

emissions. Our overriding aim must be to decouple the growth

and economic performance of our business with our carbon

footprint. Over the next year we will embed our Roadmap v2.0

ambitions and incorporate our refreshed approach in a robust

and transparent transition plan.

Further information

Our full Sustainability Performance tables, aligned with

EPRA Sustainability Best Practice Recommendations and

SASB Real Estate indicators, can be found at www.gpe.co.uk/

sustainability/governance-reporting. This includes more

extensive detail on our emissions and our Basis of Reporting.

We have also disclosed our performance to numerous

organisations and external benchmarks and are signatories

to relevant commitments detailed below.

1.  2022/23 data restated for Downstream Leased Assets – Customer Procured.

2.  2030 target aim from Roadmap to Net Zero v2.0.

Strategic Report – Annual review

45Annual Report 2024 Great Portland Estates plc

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Our SECR disclosure presents our greenhouse gas (GHG) emissions across Scope 1, 2 and select 3 metrics and associated

energy use, together with an appropriate intensity metric, as required by the Large and Medium-Sized Companies and Groups

(Accounts and Reports) Regulations 2008 (as amended). Our complete Scope 3 disclosure can be found on page 44.

Energy consumption

Year ended 31 March Unit 2023/24

A

2022/23

YoY

% change

Energy

consumption

1,2

Gas used for shared services in managed portfolio (kWh) 6,514,198 7,325,541 -11%

Landlord purchased electricity used in common parts areas

for the managed portfolio

(kWh) 10,103,847 11,486,161 -12%

Landlord procured electricity sub-metered to customers (kWh) 17,662,321 17,915,413 -1%

Total absolute energy use (kWh) 34,280,366 36,727,115 -7%

Absolute energy

intensity

4

Landlord purchased energy used for common parts areas

and electricity sub-metered to customers (Scope 1, 2 and 3)

across the portfolio divided by normalised floor area

(kWh/m

2

) 150 158 -6%

GHG emissions

Absolute Scope 1 and 2 Greenhouse Gas emissions Unit  2023/24

A

2022/23

YoY

% change

Scope 1

emissions

Emissions from the combustion of fuel:

gas used for shared services in managed portfolio (tCO

2

e) 1,192 1,337 -11%

Emissions from operations of facilities:

fugitive emissions from refrigerant losses (tCO

2

e) 63 219 -71%

Total Scope 1 emissions (tCO

2

e) 1,255 1,556 -19%

Scope 2

emissions

Emission from the purchase of electricity used in common

parts areas for the managed portfolio (location-based) (tCO

2

e) 2,092 2,221 -6%

Emission from the purchase of electricity used in common

parts areas for the managed portfolio (market-based)

2

(tCO

2

e) 0 0 -%

Total Scope 2 emissions (tCO

2

e) 2,092 2,221 -6%

Total Scope 1 and 2 emissions (location-based) (tCO

2

e) 3,347 3,777 -11%

Total Scope 1 and 2 emissions (market-based) (tCO

2

e) 1,255 1,556 -19%

Emissions intensity Scope 1 and 2 (location-based) (tCO

2

e/m

2

) 0.0516 0.0593 -13%

Scope 3

emissions

Category 13: Emissions from landlord purchased

electricity sub-metered to customers (tCO

2

e) 3,657 3,464 6%

Total energy-related Scope 1 (incl. fugitive emissions

from refrigerant losses), 2 and select Scope 3 emissions (tCO

2

e) 7,004 7,242 -3%

Absolute

emissions

intensity

3

Emissions from landlord purchased energy used for

common parts areas and electricity sub-metered

to customers (Scope 1, 2 and 3) across the portfolio

divided by normalised floor area (tCO

2

e/m

2

) 0.0303 0.0303 0%

A  Metrics with independent limited assurance provided by PwC in accordance with the International Standard on Assurance Engagements (ISAE3000).

1.  As a business 100% focused on central London, all energy is consumed in the UK.

2.  100% of purchased electricity is REGO-backed and 100% of purchased gas is biogas/carbon offset gas. More detail can be found in our Basis of Reporting.

3.  The intensity metrics include energy-related building emissions (location-based), excluding customer-procured energy. Floor area is an appropriate

intensity metric as it directly relates to our business activities.

NB Numbers in this section may appear different to the Sustainability Performance tables due to rounding treatment.

Sustainability continued

Streamlined Energy and Carbon Reporting (SECR) continued

Our methodology

Emissions are calculated using the UK Government’s

Environmental Reporting Guidelines and the Greenhouse Gas

Protocol. We have used the operational control approach for

consolidating our GHG emissions; included in this are emissions

and energy usage from our managed properties (including 100%

of emissions from joint venture properties) and head office usage.

Where we have purchased electricity, which is sub-metered

to customers, this is itemised separately under our Scope 3

emissions, but is included within our energy intensity target.

Our full Sustainability Performance tables, including more

extensive reporting on our emissions aligned with EPRA

Sustainability Best Practice Recommendations and SASB

Real Estate indicators, can be found at www.gpe.co.uk/

sustainability/governance-reporting

Independent limited assurance

PwC LLP has provided independent limited assurance over the

published metrics identified by ‘A’ in the SECR, and supporting

performance tables, in accordance with the International

Standard on Assurance Engagements ISAE3000 and ISAE3410.

PwC’s full unqualified Assurance Statement, together

with our Basis of Reporting, can be found on our website at

www.gpe.co.uk/sustainability/governance-reporting

ESG-linked Revolving Credit Facility (RCF)

Our updated Roadmap to Net Zero includes more ambitious

short-term targets. We have aligned our RCF requirements,

in partnership with our lenders, to these new ambitions.

The table opposite outlines our performance against the

final year of the existing RCF targets.

46 Great Portland Estates plc Annual Report 2024

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KPI 1

Reduction in energy consumption

KPI 2

Reduction in carbon impact

KPI 3

Increase in biodiversity

In line with our 40% reduction in energy

intensity by 2030 target set out in Our

Roadmap to Net Zero v1.0, our RCF KPI is

to reduce our portfolio energy intensity

(kWh per m

2

) by 25.5% by 2026. When

compared with our 2016 baseline of

234 kWh/m

2

.

This target applies to energy consumed

within our portfolio and to all energy

purchased by GPE, including electricity

sub-metered to our customers.

In line with our 40% reduction in the embodied

carbon of our developments by 2030 target

set out in Our Roadmap to Net Zero v1.0,

our RCF KPI is to reduce our embodied

carbon of completed projects by 25% by 2026.

This is measured against a 2020 baseline

of 954kg CO

2

e per m

2

.

This target is tested at each design

phase from RIBA Stage 3, and again at

practical completion to verify reductions.

Embodied carbon reviews are undertaken

by an independent consultant, in line with

the RICS professional statement.

We are committed to delivering an

increase in biodiversity net gain across

our buildings.

Our KPI requires us to achieve at least

a 3% uplift in biodiversity net gain each

year on a like-for-like basis.

Target

For March 2024, the RCF target was

an energy intensity reduction of 18.5%

(191 kWh/m²), when compared with

our 2016 baseline.

Target

For March 2024, we targeted a 20%

reduction in embodied carbon against

our 2020 baseline for all developments

in design or construction phase.

A 15% reduction was targeted for buildings

reaching practical completion in 2024.

Target

For March 2024, we targeted a 3%

increase in biodiversity net gain

across our existing portfolio on

a like-for-like basis.

Achievement

For the year ended March 2024 we

achieved a reduction in energy intensity

of 36% (150 kWh/m²) when compared

with our 2016 baseline.

This reduction was delivered through the

investment in energy saving initiatives

undertaken during the last two years,

particularly at our most energy intensive

site, 200 Gray’s Inn Road, W1.

Achievement

We achieved an average reduction of 44%

for the seven projects in scope, which included

2 Aldermanbury Square, EC2, 6 St Andrew

Street, EC4, Egyptian & Dudley House,

W1, Alfred Place, WC1, 141 Wardour St, W1,

Minerva House, SE1 and French Railways

House & 50 Jermyn Street, SW1

There were no projects in scope for

practical completion.

Achievement

For the year ended March 2024, we

achieved a 3.1% uplift in biodiversity

net gain across our portfolio.

This increase was driven by a living

roof retrofit at Woolyard, SE1,

the installation of a green wall at

45 Mortimer Street, W1 and the

installation of a green roof at

New City Court, SE1.

Three long term sustainability KPIs are integrated into our ESG linked RCF.

EPC ratings: percentage of portfolio (by sq ft)

B ECA

0

40

GFD

15

35

30

25

20

5

10

Current managed portfolio EPCs Current FRI EPCs

Targeted under development EPCs

18.2

17. 7

0.2

1.4

0.8

2.0

Uncertified

0.1

7.3

23.4

9.0

5.6

1.9

12.4

0

0

Energy Performance Certification

Our portfolio is fully compliant with 2023 EPC legislation,

(no F or G rated space). A greater proportion of our floor area

now sits in our Development Pipeline and as such targeted

A or B space has increased to 23.8% (2023: 7.3%).

During the year, our managed and FRI properties that are

EPC A or B rated decreased to 40%

A

(2023: 43%) and the amount

of unrated space increased to 2%

A

(2023: 1%). Both of these

changes are due to our acquisition of the Soho Square Estate.

However, overall managed and targeted floor area at EPC A

or B has increased from 50.7% to 63.6%.

In 2022, we estimated that the cost to get our portfolio

to EPC B and above would be approximately £23 million.

As we continue to acquire new assets for repositioning,

and revisit a number of existing properties after the changes

to the EPC methodology, we will review this estimate during

the forthcoming year as part of our transition plan and

double materiality exercise.

Strategic Report – Annual review

47Annual Report 2024 Great Portland Estates plc

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Sustainability continued

As part of that focus we have taken part in a study led by

researchers at the Institute of Sustainability Leadership,

University of Cambridge, to provide our experience of

exploring opportunities to deliver sustainable coworking

spaces that improve inclusivity, and the wellbeing experience

of a more diverse range of users.

The purpose of the research is to explore the inclusivity

and wellbeing criteria of flexible and coworking spaces to

understand how accessible they are, and how designs might

be adapted to help ensure that they are made available to as

wide a range of users as possible. We hope to use the findings

of the research which are of particular importance to us

at GPE as we continue the expansion of our Fully Managed

product and the diversity of customers that are looking

for inclusive office space.

Ensuring improved air quality across

our portfolio and communities

At our development Minerva House, SE1, our supply chain

partner, GPS Marine, has confirmed it is the first private

development on the River Thames to utilise a barge to remove

materials from site. The utilisation of the barge is reducing

the impact of the development on local stakeholders such as

Southwark Cathedral and Borough Market, as well as local

community residents. We are working with partners Morrisroe

and Multiplex to deliver the project.

Our retrofit strategy aims to maintain over 70% of the existing

building by retaining the structure and façade. By utilising

the barge for construction logistics, we are reducing the

total number of heavy goods vehicles that will travel to and

from the local area during the deconstruction phase. With the

River Thames acting as the primary route of transport, the

barge provides an alternative route to remove waste in an

area with very high footfall, as well as reducing noise and

air pollution in a congested, pedestrian heavy environment.

Monitoring and managing the health

and wellbeing of our customers

By implementing an effective monitoring regime we are

able to quantify a number of different measures. These include

air quality, temperature and noise levels, To support these

quantifiable metrics we also need to understand how these

impact on our customers in a qualitative sense. We therefore

regularly undertake surveys to seek feedback from our

customers and include questions in connection with the health

and wellbeing of their employees. This includes a review of how

our amenity spaces and outside spaces benefit our customers,

and this data is being fed back into our design process.

A sustainable building should also contribute

to the wellbeing of our customers and

the local community, supporting healthier,

happier and more productive lives.

Our commitments

The role our buildings play in the wellbeing of not only their

users, but the communities that surround them, should not

be underestimated. A sustainable building must have health

and wellbeing front and centre. We are integrating wellbeing

considerations into the design of our spaces, supporting

improvements in external air quality across our portfolio

and the communities in which we operate. Furthermore, we

are improving our internal spaces to enhance our customers’

experience and promoting initiatives that support the health

and wellbeing of our people, customers and service partners.

Management of health and wellbeing

Our Brief for Creating Sustainable Spaces ensures that

our buildings are designed to enable the achievement

of wellbeing ratings, such as the WELL Building Standard

or the Fitwel rating. It also brings together our focus on

creating biodiverse outdoor space for our customers

to promote social interaction and access to nature.

The delivery of these accreditations is achieved through

effective stakeholder management with regular feedback

provided on key challenges and progress made.

Our performance during the year

In April 2023 we set a number of priorities for the financial year.

Integrating wellbeing into the design

and operation of our spaces

We are constantly looking for ways to better consider the

implications of the way we design and operate our spaces

with particular regard to the health and wellbeing of our

customers and employees.

We are putting

health and wellbeing

front and centre

Looking forward

– We will continue to deliver increases in biodiversity

across the portfolio and establish a methodology

for reporting the ecosystem service benefits.

– We will review the integration of wellbeing

certifications into our internal design briefs,

ensuring benefits for the customer are paramount.

– We will replicate the template of our own Health

and Wellbeing Employee Impact Group with

customers and suppliers.

Our progress

Net Promoter Interviews

122

interviews conducted to gather

customer feedback including on

the sustainability of spaces

Heavy goods vehicle

movements avoided

65%

reduction in HGVs for deconstruction

phase at Minerva House, SE1

48 Great Portland Estates plc Annual Report 2024

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Looking ahead, we will continue to prioritise the safety and

wellbeing of all individuals within our properties. We continue

to carry out regular audits under our Health and Safety audit

programme and conduct leadership tours to reinforce our

commitment to safety standards.

As we seek to continuously improve, we are undertaking

a review of our suite of Health and Safety policies and

procedures in the coming year to ensure they align with

the latest industry standards and regulatory requirements.

Health and safety accidents by year

Where accidents occur, our goal is to provide assistance and

foster collaboration within our supply chain. This collaboration

aims to enhance our understanding and capitalise on

opportunities for improvement. By doing so, we can proactively

mitigate future risks and uphold a culture that prioritises the

wellbeing of all workers, free from blame.

Health & Safety statistics

2023/24 2022/23 2021/22

Enforcement notices

or fines received

– – –

Employees

Work-related

fatalities (A)

– – –

Lost day rate (A) – – –

Injury rate (A) – – 0.41

Absentee rate (A) 0.005 0.006 0.005

At our occupied

buildings

Work-related

fatalities

– – –

Reportable

injuries/incidents

1 1 1

Minor injuries 3 2 8

At our developments

Work-related

fatalities

– – –

Reportable

injuries/incidents

1 – 1

Minor injuries 2 – 4

A  Metrics with independent limited assurance provided by PwC in

accordance with the International Standard on Assurance Engagements

(ISAE 3000). Further detail can be found in our Basis of Reporting at

www.gpe.co.uk/sustainability/governance-reporting

We are dedicated to creating and maintaining

safe, healthy and secure environments for our

communities, our people and our partners.

We are constantly striving to set the highest

standards for health and safety in the

industry and are committed to continuously

improving our practices and procedures.

We monitor our health and safety performance across our

portfolio through a set of key performance indicators, which

help us to track our progress and identify areas for improvement,

whether that be data granularity or system efficiency. Our

proactive approach includes regular audits, regular training

for our employees and supply chain, and a focus on fire

safety management in line with current legislation.

Recognising the importance of proactive measures in health

and safety management, we conducted a comprehensive

training needs analysis in 2023/24 and established a health

and safety training budget to address identified areas.

This will be reviewed and maintained at regular intervals.

Additionally, we are proud to announce that we have attained

Level 3 Disability Confident Leader status, further demonstrating

our commitment to inclusivity and accessibility.

We will remain focused on fire safety management across

the portfolio with special attention on our residential buildings

to ensure compliance with the Building Safety Act 2022.

During the year we have registered our residential buildings

falling within the scope of the Building Safety Act 2022

and commenced preparations to gather the necessary

information for the requisite building safety case reports.

We remain dedicated to proactive health and safety measures,

inclusive practices, and compliance with evolving legislation.

Providing safe,

healthy and secure

environments

Looking forward

– We will continue our programme of Health and

Safety audits and leadership tours with a focus

on consistency and continuous improvement.

– We will further embed our Health & Safety

Management System and refresh key policies

and procedures.

– We will maintain focus on the Building Safety Act 2022.

Our progress

Disability Confident

Level  3

Highest level of the UK Government

scheme, championing equity,

equality and diversity

Building Safety Act 2022

100%

of buildings registered that fall

within the scope of the Act

Strategic Report – Annual review

49Annual Report 2024 Great Portland Estates plc

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Social value created

2023/24 2022/23 2021/22 2020/21

Total social

value created

£1,494,000 £1,157,000 £631,000 £620,000

Direct GPE

contributions

(cash)

£238,000 £486,000 £215,000 £475,000

Additional

social value

created

£1,256,000 £671,000 £416,000 £145,000

Our performance during the year

In April 2023 we set out a number of priorities for the

financial year:

To better integrate social value within our planning applications

During the year we continued to work on completion of the

Section 106 agreement for our Minerva House, SE1 development

and refined the design at French Railways House & 50 Jermyn

Street, SW1.

Enabling works commenced at Minerva House. Primarily the

works were serviced by a pontoon on the river to ensure that

the strip-out of the building did not increase traffic movements

through an already congested area of south-east London.

This minimises the impact of the development site on the

local community. Meanwhile, at French Railways House &

50 Jermyn Street, SW1 we are maximising biodiversity net gain

to support improvements to biodiversity in Westminster.

We have long-standing relationships with Bankside

Open Spaces Trust and Young Westminster Foundation.

Through both organisations we are supporting employability

programmes in the planning authorities of Southwark

and Westminster respectively to support people who may

have difficulties accessing employment opportunities.

To further support the growth of social enterprises

across the business, having already established strong

relationships through our Fully Managed buildings

For social enterprises to build their customer base they need

access to new audiences. During the year, we worked with our

service partners to ensure that where pop-up events were

being organised within our spaces, social enterprises were

invited to take part in the event. By improving engagement

with our supply chain on the benefits of supporting social

enterprises we saw spend increase to £1 million, including

£822,000 spent through our service partners.

To improve the recording of the social value generated

by our suppliers and to further integrate social value

into relationships within our supply chain

During the year, we rolled out our Impact reporting framework

to our service partners to allow them to record activities

undertaken by them at our buildings that create social value.

These activities included NG Bailey employing apprentices

on GPE sites, payment of the London Living Wage (set by

the Resolution Foundation annually) to all service partner

employees working at our buildings and cleaning provided

by City and Essex free of charge to The Story of Christmas,

a charity currently occupying space at Carrington House,

London W1.

We know that the socially disadvantaged

members of our communities will be most

impacted by climate change. We are therefore

committed to supporting the people and

communities with whom we work to have

a better quality of life, whilst also enabling

a thriving economy for London’s future.

Our commitments

Our Social Impact Strategy, first published in 2021, sets out

how we will deliver our vision to create at least £10 million

of social value in our local communities by 2030 and create

a lasting positive social impact. Through the four pillars of

our Social Impact Strategy we are contributing to the needs

of the London boroughs in which we are working.

Enabling

healthy and

inclusive

communities

Championing

diverse skills

and accessible

employment

opportunities

Supporting

the growth of

local business

and social

enterprise

Connecting

people

with urban

nature

Management of social impact

Progress against the commitments in our strategy is overseen

by the Social Impact Committee and is reported periodically

to the Executive Committee and to the Board. Our Charities

Network oversees the relationship with our main charity partner,

XLP, and donations more broadly, including the awarding of

£15,000 each year to employee nominated charities.

We use the National Social Value Framework (National TOMS

framework) to measure the social value generated by our

business. The framework allocates a proxy value for time

spent or pound invested and is one of the most widely used

methods for the measurement of social value, including

by government, local authorities and businesses.

However, social impact is generated in a variety of ways and

some of these are not easily measured financially. Therefore,

we try and take a balanced approach between those activities

that generate the most social value (in our case the donation

of space to charities) and the broader, long-lasting benefits

associated with activities such as social enterprise spend

and time spent on employability and skills programmes.

Since the launch of our strategy, we have created £3.8 million

of social value towards our £10 million target.

The majority of our cash donations are made to our charity

partners. For the year ended March 2024, our charity partners

were XLP, National Energy Action, Young Westminster

Foundation and Bankside Open Spaces Trust.

Sustainability continued

We are creating a lasting

positive social impact

in our communities

50 Great Portland Estates plc Annual Report 2024

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Looking forward

– We will implement biodiversity offsetting strategy by

partnering with local business improvement districts

(BIDs) and local nature-focused charities.

– We will review the appropriateness of our £10 million

social value goal and whether a monetary target is still

the right approach.

– We will review the Social Impact Strategy in its entirety

to ensure that it is still relevant to our changing

business three years after publication.

Our progress

Social value created

during the year

£1.5m

GPE created social value (not including

service partner contributions)

Hours donated to

charity partner, XLP

1,450

donated by GPE employees

(target: 240 hours)

Weeks of internships

provided

26

through Leonard Cheshire,

Change 100 programme

Spend with social

enterprises

£187k

direct annual spend with voluntary,

community & social enterprises (VCSE)

Championing accessible employment opportunities

To promote entry-level roles at GPE and reach a wider,

more diverse talent pool, we continued our Early Careers

Programme, hiring two Customer Experience apprentices.

We also hosted our first work placements through the Leonard

Cheshire Change 100 programme which led to 26 weeks of

internships in total, with all interns paid at least the London

Living Wage. During the year ended March 2024, we hosted

154 apprenticeship weeks. Additionally, our team reached

90 young people through Career Workshops.

We also actively advocate for ethical labour practices

within our supply chain, for example by ensuring all

people working on our behalf are paid the London Living

Wage, and by undertaking Labour Practice Audits to help

eradicate modern slavery.

Working with our customers and service partners

to create social impact

We recognise that in order to create a lasting positive social

impact and contribute to improving the resilience of our

London communities we must work with our customers

and service partners.

This has included extending the reach of social enterprises

and our charity partners by supporting their participation in

building events. Additionally, we are supporting our service

partners in creating opportunities for early careers including

apprenticeships, volunteering and work experience. During

the year, this created an additional £1.3 million of social value.

To develop our biodiversity offsetting strategy to support

the climate resilience of our communities and delivery

of nature-based solutions

Recognising the need to support our communities become

more climate resilient and the positive social impact of

increasing biodiversity and access to nature, during the year

we commenced work on a biodiversity offsetting process.

A KPI of our ESG-linked RCF is to increase biodiversity across

our portfolio. This is much easier to achieve on our larger

development sites or at our properties with more extensive

outside spaces. However, this can be more difficult at smaller

existing buildings where roofs would need to be strengthened

to install biodiversity and there are no terraces to install

planters. In these cases an assessment is undertaken to

ascertain the likelihood of planting surviving elsewhere on-site,

or whether it would be more impactful to invest in biodiversity

in existing community gardens and parks. Whilst we will always

try and install biodiversity interventions at our properties,

not least due to the increased resilience of buildings with

enhanced greening, the mechanism to offset biodiversity has

now been agreed with an ecologist for those occasions where

biodiversity offsetting would be a more impactful action.

Other key successes include:

– Generating £960,787 of social value through the letting

of a total of 32,500 sq ft of space to six charities.

– Providing 150 skills-based pro bono volunteering hours

for charities, social enterprises and not-for-profit

organisations.

– The GPE team spending 1,890 hours volunteering.

Delivering impact through charitable partnerships

During the year, we held our biggest ever Community Event,

with more than 100 of the GPE team taking part in fundraising

activities. Activities included the National Three Peaks

Challenge, walking the South Downs Way, tandem skydives

and a walk through the London Royal Parks and a total of

£82,000 was raised for XLP. Additionally, groups participated

in a careers workshop for young people supported by XLP and

gardening activities with the Wildfowl and Wetland Trust.

We continued to support National Energy Action, funding

their Warm Welcome initiative in London. The Warm Welcome

initiative supports new and expectant parents in London

who are struggling to balance the financial impact of a

young family and high energy bills. Support is given through

community advice sessions to families and one-to-one

advice to vulnerable parents with more complex issues.

The fund also supports community energy fun days to provide

interactive energy advice to both children and parents,

and an emergency hardship fund to provide essential items

such as blankets, flasks and air fryers to struggling families.

Strategic Report – Annual review

51Annual Report 2024 Great Portland Estates plc

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Great Portland Estates plc has, at the time of publication,

complied with the requirements of LR 9.8.6(8)R by including

climate-related financial disclosures consistent with the

TCFD Recommendations and Recommended Disclosures.

Consideration has also been given to the all sector guidance

updated in 2021 with regards Strategy: a) and b), and

Metrics and Targets: a).

Additional supporting information that can be found on

pages 14 to 17, page 46 in our SECR table (performance)

and pages 74 to 87 (Our approach to risk). For further

complimentary information, see www.gpe.co.uk/

sustainability/governance-reporting

Governance

Board oversight of climate-related risks

and opportunities

The Board, typically meet six times annually, has ultimate

responsibility for oversight of climate and sustainability risks

and opportunities with a particular focus on the impact

on our business strategy. Our Governance structure can

be found on page 38 of this report. During the year:

– the Board reviewed the definitive appraisal for the

Minerva House, SE1, redevelopment including embodied

carbon impact, use of the barge for servicing and

payment to the Decarbonisation Fund;

– the Board approved the acquisition of the Soho Square

Estate which included a review of the implications for

our net zero commitments;

– the Board approved the repositioning of our Roadmap to

Net Zero, recognising progress in reducing carbon emissions,

evolving definitions of net zero carbon and the need to

incorporate more of our emissions into our target;

– the Audit Committee reviewed findings from the ESG data

assurance process and outcomes from a sustainability

internal audit; and

– the Remuneration Committee approved new ESG-

linked KPIs for the corporate bonus scorecard.

As climate change and decarbonisation is considered

a principal risk for the Group, at the half year and year-

end, as part of our robust risk assessment review, the

Executive Committee, Audit Committee and Board review

and assess the impact on the business of climate-related

risks. This process involves consideration of the risks,

internal controls, emerging risks and ongoing monitoring

and mitigation of risks. Opportunities connected with

market transition are also considered.

Risks discussed included EPC and energy performance

legislation and changes to planning requirements, in particular

new requirements from Westminster City Council on their

‘retrofit first’ policy and their new carbon pricing plans.

The increased costs and availability of materials was also

considered as well as the climate resilience of our buildings

in the context of London’s climate resilience.

Opportunities included the approval of costs for the reuse of

steel from 2 Aldermanbury Square, EC2, in our French Railways

House & 50 Jermyn Street development. The appraisal for our

200 Gray’s Inn Road, WC1, project considered the impact of

the removal of gas-fired central heating and hot water from

the building on ability to lease the properties once works

are complete.

Management’s role in assessing and managing

climate-related risks and opportunities

Climate-related risks and opportunities are brought

to the attention of the Board by the Chief Executive and

Sustainability and Social Impact Director. Where our valuation

or development projects are impacted by climate-related risks,

these are reported separately within our Executive Director’s

reports to the Board.

Regular updates are also provided to our Executive Committee.

During the year this has included three updates on our Roadmap

to Net Zero and additional updates from Sustainability and

Social Impact Committees. More detail on our committee

structure can be found on page 38 of this report.

The Sustainability and Social Impact Director – a member of

Executive Committee – and our in-house Sustainability team

manage the strategic direction and operational management

of sustainability-related issues. In addition, there are clear

departmental responsibilities for sustainability including:

– Joint Director of Finance – oversight of the ESG-linked

revolving credit facility (RCF) and Sustainable

Finance Framework.

– Development Director and Director of Projects – integration

of sustainability across all projects, irrespective of scope;

asset energy efficiency and the implementation of energy

efficiency measures.

– The Sustainability and Social Impact Director and Executive

Director – allocation of Decarbonisation Fund to retrofit

projects, the Executive Director ensures that climate risk is

considered in acquisition and repositioning of potentially

stranded assets; this includes monitoring and managing

the business response to expected legislative changes.

Our strategy

We identify and acquire unloved properties, reposition

them through lease restructuring, delivery of flexible space,

refurbishment or redevelopment and then manage for income

or recycle them. The buildings we develop can be in use for

up to 60 years; we therefore consider the whole building life

cycle when reviewing climate-related risks.

Engagement with our stakeholders is fundamental to

the success of our strategy and understanding their needs

on sustainability is fundamental to success. This includes the

provision of assets that are not at risk of stranding due to their

energy and carbon efficiency and that are resilient to the

physical impacts of climate change, be that overheating, flash

flooding or other extreme weather events. We also recognise

the importance placed on transparency of reporting from

our investors. The above factors support the attractiveness

of our buildings to our customers and investors.

Climate-related risks, opportunities,

and impacts

To assess how various climate change drivers may impact GPE,

we use the TCFD framework’s categorisation of transition

and physical climate risks. We consider climate-related

risks and opportunities over three time horizons: short,

medium and long term, identified on pages 54 to 59. These

time horizons follow our Roadmap to Net Zero targets

and approach to business and asset planning.

Sustainability continued

Task Force on Climate-related Financial Disclosures (TCFD)

52 Great Portland Estates plc Annual Report 2024

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In line with our Group risk management policy and approach,

GPE defines whether a risk or opportunity is ‘principal’ by the

likelihood of it occurring and the potential impact it may

have. We consider climate change to be a principal risk to the

business due to the transitional risks and their potential impact

on rental values, building valuation and our ability to attract

and retain customers. Our full approach to defining principal

risk is found on page 74. Through our risk review process we

highlighted the following:

– the need to update physical climate change modelling,

through further scenario analysis, on the basis of emerging

information from the UN Committee on Climate Change;

– the need to improve financial modelling on the impact of

climate change – our metering and energy management

project is almost complete and will feed into that process

during the next financial year; and

– the need to further increase value chain engagement

to reduce our Scope 3 emissions; new targets have been

included within our revised Roadmap to address this risk.

Additionally, we are responding to the transitional risks of

climate change, specifically upgrading EPC ratings, retrofitting

existing buildings, removing fossil fuels and aligning with CRREM

pathways. Our customer requirements on sustainability

continue to evolve as concepts such as net zero mature;

this impacts the design of our buildings and the materials

we use to develop and refurbish them.

This approach is where we see opportunities materialise,

through the provision of buildings and spaces that are resilient

to a changing climate, in turn supporting improved rents,

valuations and speed of letting, Our design briefs and asset

plans are structured to capitalise on this opportunity.

Physical risks and opportunities

Whilst in the short to medium term, focus remains on

transitional risks, we see a gradual increase in focus on physical

risks such as flash flooding and overheating.

In 2019, we conducted physical climate risk modelling using

four IPCC projections, from a 1.5°C temperature rise (RCP

2.6) up to 5.4°C (RCP 8.5) and applied a rating to each risk.

With a central London portfolio the climate-related physical

risks profile is largely consistent across all our buildings, with

the exception of flash flooding where quantification is more

challenging or riverside properties such as Minerva House,

SE1 (more detail on pages 42 and 62). Following the release

of the 2023 IPCC Report on Climate Change in March and

the London Climate Resilience Review at the end of 2023

we are committed to updating this modelling during the

next financial year as part of our Transition Plan.

We have updated our Roadmap to Net Zero including our

energy and carbon targets to 2030 (including our Scope 3

emissions) as well as introducing long-term targets to 2040.

We are aligning our new targets with the SBTi Corporate Net-

Zero Standard and therefore remain confident that they are in

line with 1.5°C. Whilst our previous target was verified by the

SBTi (SME route), we are yet to complete this process for our

revised Roadmap and will update publicly once complete.

We recognise that current UN projections suggest that a 2°C

or 4°C warming scenario is more likely and have therefore

set out our response to physical and transitional risks in those

particular scenarios within the tables on pages 54 to 59.

Resilience of organisation’s strategy considering

different climate-related scenarios

Our strategy enables us to build resilience considerations

into the acquisition, design, development and operation

of buildings. We do not believe we will need to change

our strategy in a 1.5, 2 or 4ºC warming scenario.

We have outlined on pages 54 to 59 the climate-related

risks and opportunities identified by our business and how

we are responding to these risks to deliver both business

resilience and a resilient value chain.

The delivery of actions to reduce our risk has an impact on

the remuneration of all colleagues through our Annual Bonus

Scorecard (pages 16 to 17). Reduction in energy consumption

and net zero carbon developments are intrinsically linked to

energy savings and Decarbonisation Fund contributions as

listed in the Metrics and Targets on page 61.

Risk management

In addition to the assessment of the principal and emerging

risks facing the Group at the half-year and year end, the

Board Committees and Management Committees, outlined

on page 38, review the actions taken to help mitigate our

sustainability related-risks.

During the year this included:

– the Audit Committee reviewing the outcome of an Internal

Audit review of sustainability governance. A key action

following the review has been the creation of a dashboard of

all ESG-related KPIs to be presented to the Board regularly;

– a decision by the Executive Committee that our Roadmap

to Net Zero needed to be updated to meet evolving

definitions of net zero and to respond to our changing

business, including raising our Internal Carbon Price

from £95 to £150/tCO

2

e (more detail can be found on

pages 42 to 43);

– the Sustainability Committee signing off new short-term

targets on energy intensity and embodied carbon to

align more closely with CRREM and SBTi guidance;

– oversight of our metering project and implementation of

energy action plans by the Portfolio Sustainability Sub-

Committee, including challenges on the commissioning

of new meters and transfer of information to our data

management system;

– oversight of sustainability innovation through our

Development Sustainability Sub-Committee, including

in relation to the availability and use of alternative

concrete products and circular economy innovation; and

– Design Review meetings considered progress against

and the applicability of ratings such as BREEAM, SKA

and NABERS Design for Performance and NABERS UK

Energy for Performance.

Controls for managing our identified climate-related risks

and opportunities are outlined on the following pages 54 to 60

and more broadly, integrated as a principal risk, within the

‘Our approach to risk’ section on pages 74 to 87.

During the next reporting period we will be carrying out a

double materiality exercise that will inform our disclosure

for the year ending 31 March 2025, as well as our Transition

Plan that will be developed in line with the guidance from

the Transition Plan Taskforce.

Strategic Report – Annual review

53Annual Report 2024 Great Portland Estates plc

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Sustainability continued

Task Force on Climate-related Financial Disclosures (TCFD) continued

Climate-related transition and physical risks

Risk Description Scenario Timeframe Response to risk Next steps

Transition risks

Policy and legal Risk 1 Ability to respond to uncertainty on evolving EPC legislation –

leading to increased costs and the risk of stranded assets.

2ºC

4ºC

Short

Short

Review of EPC upgrade costs completed, asset level plans created,

upgrade works underway, target to remove energy-related fossil fuels

from all buildings incorporated in Roadmap to Net Zero review.

Portfolio EPC review to be updated as new acquisitions enter portfolio

and development/refurbishment works complete. Increased focus

additionally on energy intensity going forward in updated Roadmap.

Risk 2 Increased focus on ‘energy in use ratings’ within the market,

leading to additional legislative burden.

2ºC

4ºC

Short

Short

NABERS UK Design for Performance ratings in progress for developments.

NABERS UK Energy for offices implemented at two pilot buildings.

Metering project implemented.

Implement more challenging target on energy intensity, now aligned

with CRREM. Create net zero asset plans for all properties once

metering project fully complete.

Risk 3 Evolving local planning requirements including increased

carbon tariffs leading to increased complexity of developing

commercial buildings.

2ºC

4ºC

Short

Medium

Brief for Creating Sustainable Spaces sets out key requirements

on energy performance in use, NABERS ratings, metering strategy,

embodied carbon and circular economy in building design to

reduce whole life carbon. Internal carbon price has supported

behavioural change.

As developments that have NABERS accreditation as a deliverable

get closer to practical completion we are working closely with

contractors, engineers and our own operational teams to ensure

delivery of energy use intensity metrics. Implement updated Roadmap

to Net Zero including commitment to remove fossil fuel derived

energy consumption.

Technology Risk 4 Inefficiencies in building operation caused by outdated utility

metering, lack of understanding of complex building systems.

2ºC

4ºC

Short

Short

Cross-portfolio, extensive metering project nearing completion

to support improved energy consumption data. In turn will support

identification of energy efficiency opportunities. Digital twin

technology, energy management software and enhanced building

management systems rolled out. New MEP service partner with

clear energy-related KPIs.

Finalise the portfolio-wide metering project, ensure all data can

be pulled through to real-time dashboards, provide data directly

to customers, to support energy reductions. Further integration of

building information modelling/digital twins and BMS/EMS systems

to support a more efficient approach in collaboration with new

MEP service partner.

Risk 5 Increased costs associated with research and development

of technological solutions or pace of change is not sufficient

to respond to scale of challenge.

2ºC

4ºC

Short

Medium

Investment in Pi Labs supports innovation and R&D. Active programme

exploring new materials and technological solutions to energy

efficiency and construction-related challenges. Progress made

on digital twin technology and innovation in construction. New MEP

contract to drive innovation in operation.

Increase in the internal carbon price will allow Decarbonisation Fund

to be used for research. Increased focus on innovation and technology

to improve sustainability outcomes and climate resilience of the business.

Continue to review approach to digitisation and adoption of technology.

Market Risk 6 Volatility in energy market, prices and availability of net zero

energy tariffs. Energy security concerns leading to increased

energy costs.

2ºC

4ºC

Short

Medium

Energy councils established with customers. Supply chain workshops

underway to deal with operational energy efficiency challenges.

100% of energy purchased on net zero carbon tariffs. Procurement

policy under review.

Sustainability remains a regular topic of engagement between

all customer types, Integration of energy and carbon targets into

service partner KPIs will lead to a performance-led approach.

Review of renewable energy procurement underway.

Risk 7 Increased costs of raw materials driven by growing demand

for sustainable products may impact on ability to reduce

embodied carbon of future developments.

2ºC

4ºC

Short

Medium

Our ‘Brief for Creating Sustainable Spaces’ launched in the

reporting year including expectations on material specification.

Development Sustainability Sub-Committee provides oversight

of sustainable products in use at our developments.

Maintain our quarterly roundtables with quantity surveyors, structural

engineers etc. to identify alternative solutions for materials that are

in shorter supply, i.e. GGBS being replaced with calcine clay, reused steel

products over EAF produced steel.

Risk 8 Increased customer demand for highly sustainable buildings

may lead to the risk of stranded assets.

2ºC

4ºC

Short

Short

GPE approach to building acquisition remains the same, taking

poor performing assets in all regards and turning them into best-

in-class space. Our development and refurbishment programme

prioritises sustainable design.

Embed new Roadmap to support achievement of CRREM performance

metrics. Include year of stranding when looking to acquire assets.

Continue to raise bar across our developments to provide highly

efficient and sustainable buildings.

Risk 9 Increased cost of development and refurbishment driven

by increasingly complex planning regime.

2ºC

4ºC

Short

Short

The internal carbon price has been in place for three years which

has driven behavioural change. Our approach to sustainability

and retrofitting supports successful planning outcomes.

Development and project management teams remain integrated

into wider industry groups such as the City and Westminster Planning

Associations. GPE continue to feedback on public policy consultations

to provide feedback on increasing performance requirements.

Climate change and decarbonisation is considered to be

a principal risk for GPE and the successful management

of that risk, along with any associated opportunity,

is critical for the Group to deliver its strategic priorities.

Our overarching risk management process comprises of

four main stages: risk identification, risk assessment, risk

response, and monitoring reporting and escalation. The risks,

and opportunities, related to climate change are managed

through that same approach. Risk management is an integral

part of all business activities, as is consideration of the impact

of our activities on the long-term performance of the business.

The Groups principal risks have remained largely unchanged

from the previous reporting period, as is the case with our

climate-related transition and physical risks that can be

seen in the following tables. We have taken the opportunity

to consolidate some of these risks in order to simplify

our approach to managing them.

Climate change remains a principal risk to the business, with

a ‘Medium’ net risk rating. We recognise the impact it has over

our ability to deliver on our strategic priorities and as such we

endeavour to ensure that the appropriate polices, procedures,

internal controls and people are in place to help minimise that risk.

54 Great Portland Estates plc Annual Report 2024

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Risk Description Scenario Timeframe Response to risk Next steps

Transition risks

Policy and legal Risk 1 Ability to respond to uncertainty on evolving EPC legislation –

leading to increased costs and the risk of stranded assets.

2ºC

4ºC

Short

Short

Review of EPC upgrade costs completed, asset level plans created,

upgrade works underway, target to remove energy-related fossil fuels

from all buildings incorporated in Roadmap to Net Zero review.

Portfolio EPC review to be updated as new acquisitions enter portfolio

and development/refurbishment works complete. Increased focus

additionally on energy intensity going forward in updated Roadmap.

Risk 2 Increased focus on ‘energy in use ratings’ within the market,

leading to additional legislative burden.

2ºC

4ºC

Short

Short

NABERS UK Design for Performance ratings in progress for developments.

NABERS UK Energy for offices implemented at two pilot buildings.

Metering project implemented.

Implement more challenging target on energy intensity, now aligned

with CRREM. Create net zero asset plans for all properties once

metering project fully complete.

Risk 3 Evolving local planning requirements including increased

carbon tariffs leading to increased complexity of developing

commercial buildings.

2ºC

4ºC

Short

Medium

Brief for Creating Sustainable Spaces sets out key requirements

on energy performance in use, NABERS ratings, metering strategy,

embodied carbon and circular economy in building design to

reduce whole life carbon. Internal carbon price has supported

behavioural change.

As developments that have NABERS accreditation as a deliverable

get closer to practical completion we are working closely with

contractors, engineers and our own operational teams to ensure

delivery of energy use intensity metrics. Implement updated Roadmap

to Net Zero including commitment to remove fossil fuel derived

energy consumption.

Technology Risk 4 Inefficiencies in building operation caused by outdated utility

metering, lack of understanding of complex building systems.

2ºC

4ºC

Short

Short

Cross-portfolio, extensive metering project nearing completion

to support improved energy consumption data. In turn will support

identification of energy efficiency opportunities. Digital twin

technology, energy management software and enhanced building

management systems rolled out. New MEP service partner with

clear energy-related KPIs.

Finalise the portfolio-wide metering project, ensure all data can

be pulled through to real-time dashboards, provide data directly

to customers, to support energy reductions. Further integration of

building information modelling/digital twins and BMS/EMS systems

to support a more efficient approach in collaboration with new

MEP service partner.

Risk 5 Increased costs associated with research and development

of technological solutions or pace of change is not sufficient

to respond to scale of challenge.

2ºC

4ºC

Short

Medium

Investment in Pi Labs supports innovation and R&D. Active programme

exploring new materials and technological solutions to energy

efficiency and construction-related challenges. Progress made

on digital twin technology and innovation in construction. New MEP

contract to drive innovation in operation.

Increase in the internal carbon price will allow Decarbonisation Fund

to be used for research. Increased focus on innovation and technology

to improve sustainability outcomes and climate resilience of the business.

Continue to review approach to digitisation and adoption of technology.

Market Risk 6 Volatility in energy market, prices and availability of net zero

energy tariffs. Energy security concerns leading to increased

energy costs.

2ºC

4ºC

Short

Medium

Energy councils established with customers. Supply chain workshops

underway to deal with operational energy efficiency challenges.

100% of energy purchased on net zero carbon tariffs. Procurement

policy under review.

Sustainability remains a regular topic of engagement between

all customer types, Integration of energy and carbon targets into

service partner KPIs will lead to a performance-led approach.

Review of renewable energy procurement underway.

Risk 7 Increased costs of raw materials driven by growing demand

for sustainable products may impact on ability to reduce

embodied carbon of future developments.

2ºC

4ºC

Short

Medium

Our ‘Brief for Creating Sustainable Spaces’ launched in the

reporting year including expectations on material specification.

Development Sustainability Sub-Committee provides oversight

of sustainable products in use at our developments.

Maintain our quarterly roundtables with quantity surveyors, structural

engineers etc. to identify alternative solutions for materials that are

in shorter supply, i.e. GGBS being replaced with calcine clay, reused steel

products over EAF produced steel.

Risk 8 Increased customer demand for highly sustainable buildings

may lead to the risk of stranded assets.

2ºC

4ºC

Short

Short

GPE approach to building acquisition remains the same, taking

poor performing assets in all regards and turning them into best-

in-class space. Our development and refurbishment programme

prioritises sustainable design.

Embed new Roadmap to support achievement of CRREM performance

metrics. Include year of stranding when looking to acquire assets.

Continue to raise bar across our developments to provide highly

efficient and sustainable buildings.

Risk 9 Increased cost of development and refurbishment driven

by increasingly complex planning regime.

2ºC

4ºC

Short

Short

The internal carbon price has been in place for three years which

has driven behavioural change. Our approach to sustainability

and retrofitting supports successful planning outcomes.

Development and project management teams remain integrated

into wider industry groups such as the City and Westminster Planning

Associations. GPE continue to feedback on public policy consultations

to provide feedback on increasing performance requirements.

Key

Short term Medium term Long term

1–5 years

(2025–2029)

6–10 years

(2030–2034)

10+ years

(2035+)

Strategic Report – Annual review

55Annual Report 2024 Great Portland Estates plc

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Risk Description Scenario Timeframe Response to risk Next steps

Transition risks continued

Reputation Risk 10 Ability to meet increasing requirements on sustainability

disclosure from investors and lenders.

2ºC

4ºC

Short

Medium

Active investor programme. Sustainability and Social Impact Director

meets with investors to understand their priorities. Updated Roadmap

to Net Zero includes alignment with CRREM pathways and Science

Based Target initiative guidance.

Remaining close to our own investors with regard to their key ESG drivers

and requirements, as well as with our audit and assurance partners.

Focus in FY25 towards transition planning and double materiality.

Risk 11 Ability to secure sufficient supplies of sustainable materials

to meet embodied carbon targets for our developments.

Delays caused by supply chain or transport interruptions.

2ºC

4ºC

Medium

Short

‘Brief for Creating Sustainable Spaces’ supports longer-term

planning on embodied carbon. Development Sustainability

Sub-Committee provides oversight to progress against embodied

carbon KPIs. Engagement with main contractor partners and

specialist subcontractors.

Increase in the internal carbon price allows greater scope of investment

to come from the Decarbonisation Fund, so that all areas of the business,

and value chain, can benefit. Ongoing innovation programme.

Roundtables with quantity surveyors, structural engineers to identify

alternative solutions for materials in short supply.

Risk 12 Potential detrimental impact on reputation of owning

lower EPC-rated assets.

2ºC

4ºC

Medium

Short

EPC reviews to be integrated within asset plans, net zero carbon

asset plans underway, and delivered alongside metering project.

New acquisitions quickly enter development pipeline for upgrade.

Ongoing portfolio-wide interventions to support improvements

in EPC ratings. Continue to take advantage where vacancies arise

to implement energy efficiency interventions. For new acquisitions,

ensure EPC upgrade plan and net zero asset plan implemented.

Physical risks

Risk 13 Increased severity of extreme weather events, like flash floods. 2ºC Medium Our Statement of Intent, Roadmap and Social Impact Strategy

all include requirements for:

– increased biodiversity and solar shading, and the support

of community greening;

– drought resistant planting;

– use of sustainable drainage systems;

– reduced water consumption;

– designing of climate resilient buildings that are robust,

adaptable and have longevity;

– working with our supply chain to improve transparency

of ethical sourcing processes; and

– working with our partners to consider impact of extreme

weather events on our supply chain.

With the release of our updated Roadmap, next steps will include

aligning our established Statement of Intent and Creating Sustainable

Spaces Brief to reflect our increased ambition with regard to energy

use intensity and embodied carbon reductions.

During the next financial year we will be:

– updating physical climate change modelling on the basis of

emerging information from the UN Committee on Climate Change;

– improving financial modelling on the impact of climate change,

our metering and energy management project is almost complete

and will feed into that process during the next financial year; and,

– increasing value chain engagement to reduce our Scope 3 emissions;

new targets have been included within our revised Roadmap to

address this risk.

Risk 14 Increased annual temperature. 2ºC Medium

Risk 15 Reduction in precipitation. 2ºC Medium

Risk 16 Potential water shortages and subsidence within London. 4ºC Medium/Long

Our ‘Brief for Creating Sustainable Spaces’ outlines key performance

requirements on incorporating climate resilience in the design of all

our spaces irrespective of size and scale.

We work with our consultants and project teams to ensure our

developments are able to meet the evolving requirements of

planning authorities and customer expectations.

Sustainability considerations are integrated within our acquisition

process so that we are able to forecast the required improvements

for assets to mitigate physical risks.

Risk 17 Increased severity of extreme weather events, like flash floods. 4ºC Medium/Long

Risk 18 Increased annual temperature. 4ºC Medium/Long

Sustainability continued

Task Force on Climate-related Financial Disclosures (TCFD) continued

Climate-related transition and physical risks continued

56 Great Portland Estates plc Annual Report 2024

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Risk Description Scenario Timeframe Response to risk Next steps

Transition risks continued

Reputation Risk 10 Ability to meet increasing requirements on sustainability

disclosure from investors and lenders.

2ºC

4ºC

Short

Medium

Active investor programme. Sustainability and Social Impact Director

meets with investors to understand their priorities. Updated Roadmap

to Net Zero includes alignment with CRREM pathways and Science

Based Target initiative guidance.

Remaining close to our own investors with regard to their key ESG drivers

and requirements, as well as with our audit and assurance partners.

Focus in FY25 towards transition planning and double materiality.

Risk 11 Ability to secure sufficient supplies of sustainable materials

to meet embodied carbon targets for our developments.

Delays caused by supply chain or transport interruptions.

2ºC

4ºC

Medium

Short

‘Brief for Creating Sustainable Spaces’ supports longer-term

planning on embodied carbon. Development Sustainability

Sub-Committee provides oversight to progress against embodied

carbon KPIs. Engagement with main contractor partners and

specialist subcontractors.

Increase in the internal carbon price allows greater scope of investment

to come from the Decarbonisation Fund, so that all areas of the business,

and value chain, can benefit. Ongoing innovation programme.

Roundtables with quantity surveyors, structural engineers to identify

alternative solutions for materials in short supply.

Risk 12 Potential detrimental impact on reputation of owning

lower EPC-rated assets.

2ºC

4ºC

Medium

Short

EPC reviews to be integrated within asset plans, net zero carbon

asset plans underway, and delivered alongside metering project.

New acquisitions quickly enter development pipeline for upgrade.

Ongoing portfolio-wide interventions to support improvements

in EPC ratings. Continue to take advantage where vacancies arise

to implement energy efficiency interventions. For new acquisitions,

ensure EPC upgrade plan and net zero asset plan implemented.

Physical risks

Risk 13 Increased severity of extreme weather events, like flash floods. 2ºC Medium Our Statement of Intent, Roadmap and Social Impact Strategy

all include requirements for:

– increased biodiversity and solar shading, and the support

of community greening;

– drought resistant planting;

– use of sustainable drainage systems;

– reduced water consumption;

– designing of climate resilient buildings that are robust,

adaptable and have longevity;

– working with our supply chain to improve transparency

of ethical sourcing processes; and

– working with our partners to consider impact of extreme

weather events on our supply chain.

With the release of our updated Roadmap, next steps will include

aligning our established Statement of Intent and Creating Sustainable

Spaces Brief to reflect our increased ambition with regard to energy

use intensity and embodied carbon reductions.

During the next financial year we will be:

– updating physical climate change modelling on the basis of

emerging information from the UN Committee on Climate Change;

– improving financial modelling on the impact of climate change,

our metering and energy management project is almost complete

and will feed into that process during the next financial year; and,

– increasing value chain engagement to reduce our Scope 3 emissions;

new targets have been included within our revised Roadmap to

address this risk.

Risk 14 Increased annual temperature. 2ºC Medium

Risk 15 Reduction in precipitation. 2ºC Medium

Risk 16 Potential water shortages and subsidence within London. 4ºC Medium/Long

Our ‘Brief for Creating Sustainable Spaces’ outlines key performance

requirements on incorporating climate resilience in the design of all

our spaces irrespective of size and scale.

We work with our consultants and project teams to ensure our

developments are able to meet the evolving requirements of

planning authorities and customer expectations.

Sustainability considerations are integrated within our acquisition

process so that we are able to forecast the required improvements

for assets to mitigate physical risks.

Risk 17 Increased severity of extreme weather events, like flash floods. 4ºC Medium/Long

Risk 18 Increased annual temperature. 4ºC Medium/Long

Key

Short term Medium term Long term

1–5 years

(2025–2029)

5–10 years

(2030–2034)

10+ years

(2035+)

Strategic Report – Annual review

57Annual Report 2024 Great Portland Estates plc

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Sustainability continued

Task Force on Climate-related Financial Disclosures (TCFD) continued

Climate-related transition and physical opportunities

Opportunity Description Scenario Time frame Response to opportunity Next steps

Transition opportunities

Policy and legal Opp 1 Increasing complexity of regulatory environment may

present opportunities to acquire lower rated buildings

(stranded assets) at reduced prices for repositioning.

2ºC

4ºC

Short

Acquisition programme sought out lower rated buildings to

reposition into best-in-class space.

Our Investment and acquisition teams continue to review the market

in areas to find lower rated buildings where an innovative approach to

redevelop or retrofit could support the creation of new best-in-class space.

Opp 2 Proactive response to legislative changes improves

desirability of GPE assets for customers and investors.

2ºC

4ºC

Short Our Brief for Creating Sustainable Spaces has integrated a number of

legislative changes from their inception. This has included biodiversity

net gain, circular economy statements and climate resilience.

As we revise our Roadmap to Net Zero, we are thinking ahead to the

introduction of further legislation, particularly focusing on retrofit

policy and more governance around approaches to offsetting.

Opp 3 Deep knowledge supports transition of business to a

‘retrofit first’ approach which is challenging in London

and technically more difficult.

2ºC

4ºC

Short

We have been delivering refurbishment and retrofit projects for

a number of years and as such have built a strong supporting value

chain around us, from architects to engineers and contractors.

Learning from our steel reuse initiative between 2 Aldermanbury Square and

French Railways House & 50 Jermyn Street we are continuing to implement

innovative technological solutions to promote the reuse of materials.

Opp 4 Potential increased returns and improved valuation

connected with higher demand for more sustainable space.

2ºC

4ºC

Short

Medium

Sustainability is a key aspect of design and research shows that

higher rated buildings support increased valuations. The net zero

carbon status of 50 Finsbury Square supported the sale price.

Priority is therefore continuing to be given to sustainable design

and achieving the appropriate sustainability ratings.

We continue to work with our valuers to strengthen the argument for,

and provide a stronger evidence base on how more sustainable spaces

drive higher demand and in turn better returns. This has informed our

newly announced commitment to remove energy-related fossil fuels

from the portfolio.

Technology Opp 5 Early adoption of technology supports improved visibility

and management of utility consumption data and associated

reduced costs for our customers.

2ºC

4ºC

Short

Our portfolio wide metering project has greatly improved

not only the visibility of data for ourselves and our customers

but also supported greater behavioural-led change and

performance improvements.

Completion of the metering project and integration of that data into our

asset dashboards will ensure that our customers have real-time energy

consumption data for their spaces, allowing us to work together to drive

building-wide energy performance improvements and reduce costs.

Opp 6 Payback of costs (dependent on energy consumption

and variable energy costs) likely to be short term and

will support improved collaboration with customers.

2ºC

4ºC

Short

We will be concentrating on the presentation of data through

dashboards, onboarding a Data Manager into the business, and

delivering greater Customer First and sustainability integration.

Opp 7 Implementation of new technologies to drive down

embodied carbon provides opportunity to capitalise

on customer appetite for net zero carbon buildings.

2ºC

4ºC

Short

Medium

The opportunity to propose new technology has been integrated

into the CSS brief, and innovations around the delivery of net zero

carbon buildings are encouraged as below the line solutions in

our tender process.

We are increasing the scope of the Decarbonisation Fund to our

development pipeline, allowing for further investment in new technology

and piloting solutions across development and portfolio.

Market Opp 8 Increased collaboration with customers and supply

chain supporting faster progress on energy efficiency.

2ºC

4ºC

Short Energy Councils with our customers are in place, whilst our regular

roundtables with key members of our supply chain including architects,

engineers, project managers and other service partners support innovation.

To take this collaboration further we have set public-facing targets

in our new Roadmap that focus on our engagement with customers

and supply chain partners.

Opp 9 Proactive approach to reducing consumption and improving

energy security, including on-site energy generation, passive

cooling and connection to local heat and power networks

supports customer demand for sustainable spaces.

2ºC

4ºC

Short

Our new MEP contract supports increased innovation to reduce

consumption. Additionally, through our Brief for Creating Sustainable

Spaces we are supporting innovation. We are currently reviewing

our energy procurement process to support energy security.

Reflecting on the lessons learned through our early engagement

with the NABERS UK process we will be able to improve the integration

of passive measures, as well as focusing on how we procure energy

to ensure security of supply.

Opp 10 Ability to capitalise on deep knowledge of London market,

where other developers may not be as well placed to

navigate complexities.

2ºC

4ºC

Short

The GPE approach to building acquisition is well established,

taking poor performing assets in all regards and turning them into

best-in-class space in concentrated areas of London that we know well.

We continue to remain active participants in groups such as the Westminster

and City Property Associations, supporting them through our own

experience of the London market and local planning authority nuances.

Reputation Opp 11 Continued transparency of reporting coupled with frequent

investor engagement results in increased confidence in

ability of business to deliver on sustainability goals.

2ºC

4ºC

Short

Our approach to the disclosure of our data and performance

has been established over a number of years and this has included

our annual reporting process as well as third-party disclosures.

Through ongoing review of what we disclose and how we disclose it,

we are making improvements to the integration of sustainability data

into our Annual Report and creating a new accessible dataset that

will be publicly available for download.

Opp 12 ‘Our Brief for Creating Sustainable Spaces’ supports best

practice approach to sustainable design irrespective of

the product.

2ºC

4ºC

Short

Over the last reporting period we have been rolling out the new

Brief, and the reporting mechanisms that are associated with it.

Sustainability dashboards and our Development Sustainability

Sub-Committee provides oversight of progress against KPIs.

We continue to implement the Brief across all our projects, including on

floor fit-out projects. Feedback is being incorporated into new projects.

Opp 13 Early engagement and collaborative relationships with

supply chain to support early warning of supply issues

and ability to source alternative solutions.

2ºC

4ºC

Short

Our approach to collaboration, outside of the confines of the

contractual environment, have supported much more transparent

and productive conversations with our supply chain partners.

Following on from the release of our revised Roadmap, and the inclusion

of formal engagement targets with our supply chain partners on

sustainability, we will be holding formal workshops to raise awareness

and foster greater collaboration between our supply chain partners,

who in some cases will operate in different parts of the built environment.

Opp 14 Early adoption of innovative approaches to energy

efficiency and low-carbon construction and materials.

2ºC

4ºC

Medium The opportunity to propose innovative approaches has been

integrated into our Brief for Creating Sustainable Spaces and solutions

around the delivery of net zero carbon buildings are encouraged as

below the line solutions in our tender process.

We are increasing the scope of the Decarbonisation Fund to our

development pipeline, allowing for further investment in new

technology and piloting solutions across development and portfolio.

Physical opportunities

Opp 15 Potential increase in valuation of buildings that are

climate resilient and adaptable.

2ºC Medium Our ‘Brief for Creating Sustainable Spaces’ outlines key performance

requirements on incorporating climate resilience in the design of all

our spaces irrespective of size and scale.

Being able to identify building-specific risks supports the integration

of effective resilience measures such as increased flood defence

being managed at our Minerva, SE1, project.

We will be reviewing our approach to climate risk modelling in the

coming year to expand upon the work that has already been done

across the portfolio. This will also include the identification of ways

in which we can better support our customers, and the communities

in which we operate, to deal with the physical risks of climate

change such as accessibility issues and emergency preparedness.

Opp 16 Increased demand for buildings with climate resilience

measures such as passive cooling, nature-based solutions

and sustainable urban drainage systems incorporated.

4ºC Long

58

Great Portland Estates plc Annual Report 2024

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Opportunity Description Scenario Time frame Response to opportunity Next steps

Transition opportunities

Policy and legal Opp 1 Increasing complexity of regulatory environment may

present opportunities to acquire lower rated buildings

(stranded assets) at reduced prices for repositioning.

2ºC

4ºC

Short

Acquisition programme sought out lower rated buildings to

reposition into best-in-class space.

Our Investment and acquisition teams continue to review the market

in areas to find lower rated buildings where an innovative approach to

redevelop or retrofit could support the creation of new best-in-class space.

Opp 2 Proactive response to legislative changes improves

desirability of GPE assets for customers and investors.

2ºC

4ºC

Short Our Brief for Creating Sustainable Spaces has integrated a number of

legislative changes from their inception. This has included biodiversity

net gain, circular economy statements and climate resilience.

As we revise our Roadmap to Net Zero, we are thinking ahead to the

introduction of further legislation, particularly focusing on retrofit

policy and more governance around approaches to offsetting.

Opp 3 Deep knowledge supports transition of business to a

‘retrofit first’ approach which is challenging in London

and technically more difficult.

2ºC

4ºC

Short

We have been delivering refurbishment and retrofit projects for

a number of years and as such have built a strong supporting value

chain around us, from architects to engineers and contractors.

Learning from our steel reuse initiative between 2 Aldermanbury Square and

French Railways House & 50 Jermyn Street we are continuing to implement

innovative technological solutions to promote the reuse of materials.

Opp 4 Potential increased returns and improved valuation

connected with higher demand for more sustainable space.

2ºC

4ºC

Short

Medium

Sustainability is a key aspect of design and research shows that

higher rated buildings support increased valuations. The net zero

carbon status of 50 Finsbury Square supported the sale price.

Priority is therefore continuing to be given to sustainable design

and achieving the appropriate sustainability ratings.

We continue to work with our valuers to strengthen the argument for,

and provide a stronger evidence base on how more sustainable spaces

drive higher demand and in turn better returns. This has informed our

newly announced commitment to remove energy-related fossil fuels

from the portfolio.

Technology Opp 5 Early adoption of technology supports improved visibility

and management of utility consumption data and associated

reduced costs for our customers.

2ºC

4ºC

Short

Our portfolio wide metering project has greatly improved

not only the visibility of data for ourselves and our customers

but also supported greater behavioural-led change and

performance improvements.

Completion of the metering project and integration of that data into our

asset dashboards will ensure that our customers have real-time energy

consumption data for their spaces, allowing us to work together to drive

building-wide energy performance improvements and reduce costs.

Opp 6 Payback of costs (dependent on energy consumption

and variable energy costs) likely to be short term and

will support improved collaboration with customers.

2ºC

4ºC

Short

We will be concentrating on the presentation of data through

dashboards, onboarding a Data Manager into the business, and

delivering greater Customer First and sustainability integration.

Opp 7 Implementation of new technologies to drive down

embodied carbon provides opportunity to capitalise

on customer appetite for net zero carbon buildings.

2ºC

4ºC

Short

Medium

The opportunity to propose new technology has been integrated

into the CSS brief, and innovations around the delivery of net zero

carbon buildings are encouraged as below the line solutions in

our tender process.

We are increasing the scope of the Decarbonisation Fund to our

development pipeline, allowing for further investment in new technology

and piloting solutions across development and portfolio.

Market Opp 8 Increased collaboration with customers and supply

chain supporting faster progress on energy efficiency.

2ºC

4ºC

Short Energy Councils with our customers are in place, whilst our regular

roundtables with key members of our supply chain including architects,

engineers, project managers and other service partners support innovation.

To take this collaboration further we have set public-facing targets

in our new Roadmap that focus on our engagement with customers

and supply chain partners.

Opp 9 Proactive approach to reducing consumption and improving

energy security, including on-site energy generation, passive

cooling and connection to local heat and power networks

supports customer demand for sustainable spaces.

2ºC

4ºC

Short

Our new MEP contract supports increased innovation to reduce

consumption. Additionally, through our Brief for Creating Sustainable

Spaces we are supporting innovation. We are currently reviewing

our energy procurement process to support energy security.

Reflecting on the lessons learned through our early engagement

with the NABERS UK process we will be able to improve the integration

of passive measures, as well as focusing on how we procure energy

to ensure security of supply.

Opp 10 Ability to capitalise on deep knowledge of London market,

where other developers may not be as well placed to

navigate complexities.

2ºC

4ºC

Short

The GPE approach to building acquisition is well established,

taking poor performing assets in all regards and turning them into

best-in-class space in concentrated areas of London that we know well.

We continue to remain active participants in groups such as the Westminster

and City Property Associations, supporting them through our own

experience of the London market and local planning authority nuances.

Reputation Opp 11 Continued transparency of reporting coupled with frequent

investor engagement results in increased confidence in

ability of business to deliver on sustainability goals.

2ºC

4ºC

Short

Our approach to the disclosure of our data and performance

has been established over a number of years and this has included

our annual reporting process as well as third-party disclosures.

Through ongoing review of what we disclose and how we disclose it,

we are making improvements to the integration of sustainability data

into our Annual Report and creating a new accessible dataset that

will be publicly available for download.

Opp 12 ‘Our Brief for Creating Sustainable Spaces’ supports best

practice approach to sustainable design irrespective of

the product.

2ºC

4ºC

Short

Over the last reporting period we have been rolling out the new

Brief, and the reporting mechanisms that are associated with it.

Sustainability dashboards and our Development Sustainability

Sub-Committee provides oversight of progress against KPIs.

We continue to implement the Brief across all our projects, including on

floor fit-out projects. Feedback is being incorporated into new projects.

Opp 13 Early engagement and collaborative relationships with

supply chain to support early warning of supply issues

and ability to source alternative solutions.

2ºC

4ºC

Short

Our approach to collaboration, outside of the confines of the

contractual environment, have supported much more transparent

and productive conversations with our supply chain partners.

Following on from the release of our revised Roadmap, and the inclusion

of formal engagement targets with our supply chain partners on

sustainability, we will be holding formal workshops to raise awareness

and foster greater collaboration between our supply chain partners,

who in some cases will operate in different parts of the built environment.

Opp 14 Early adoption of innovative approaches to energy

efficiency and low-carbon construction and materials.

2ºC

4ºC

Medium The opportunity to propose innovative approaches has been

integrated into our Brief for Creating Sustainable Spaces and solutions

around the delivery of net zero carbon buildings are encouraged as

below the line solutions in our tender process.

We are increasing the scope of the Decarbonisation Fund to our

development pipeline, allowing for further investment in new

technology and piloting solutions across development and portfolio.

Physical opportunities

Opp 15 Potential increase in valuation of buildings that are

climate resilient and adaptable.

2ºC Medium Our ‘Brief for Creating Sustainable Spaces’ outlines key performance

requirements on incorporating climate resilience in the design of all

our spaces irrespective of size and scale.

Being able to identify building-specific risks supports the integration

of effective resilience measures such as increased flood defence

being managed at our Minerva, SE1, project.

We will be reviewing our approach to climate risk modelling in the

coming year to expand upon the work that has already been done

across the portfolio. This will also include the identification of ways

in which we can better support our customers, and the communities

in which we operate, to deal with the physical risks of climate

change such as accessibility issues and emergency preparedness.

Opp 16 Increased demand for buildings with climate resilience

measures such as passive cooling, nature-based solutions

and sustainable urban drainage systems incorporated.

4ºC Long

Key

Short term Medium term Long term

1–5 years

(2025–2029)

5–10 years

(2030–2034)

10+ years

(2035+)

Strategic Report – Annual review

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Sustainability continued

Task Force on Climate-related Financial Disclosures (TCFD) continued

Impact on strategy

Linked risks/

opportunities Impact on financial planning

Operating costs, capital expenditure and allocation

Our Sustainability Statement of Intent, and revised Roadmap

to Net Zero, set out our sustainability strategy. We have

refocused our strategy with the aim of ensuring that climate

resilience is integrated across our business as well as increasing

our ambition with regard to embodied carbon reduction

and energy efficiency. We consider climate risk throughout

our processes, including leasing, customer relationships,

development appraisals, asset business plans, financing

arrangements, acquisitions and remuneration arrangements.

Risk:

1-9, 11-12,

13-18

Opp:

1–3, 5–7, 9,

10, 13–16

Detailed review undertaken to understand the cost of

improving our portfolio to an EPC B rating. We estimated that

the cost would be circa £20 million in the current regulatory

environment and these are works that would have, in any event,

been incorporated into our work to reposition assets. We are

undertaking a similar exercise to create an energy intensity

trajectory to 90 kWh per m

2

by 2030 for our new developments

and a CRREM aligned trajectory across the portfolio. Our

recently increased Internal Carbon Price to £150 per tonne

feeds into our Decarbonisation Fund which supports energy

efficiency improvements.

Access to capital

It is increasingly important to demonstrate how financing

is linked to ESG considerations. Our Sustainable Finance

Framework is in place and sets out how we may link future

debt facilities to our business activities. In addition, our

ESG-linked RCF incorporates KPIs on energy intensity,

embodied carbon and biodiversity.

Risk:

2, 3, 5, 7, 8,

9, 11, 12–18

Opp:

1, 2, 4, 7, 10,

11, 14–16

Throughout the year we have engaged in a number of discussions

with our lenders, focusing on our ESG-linked revolving credit

facility as well as a new debt facility negotiated during

2023 which totals £250m. The updated energy and carbon

targets included in our Roadmap to Net Zero have now been

incorporated in both these debt facilities.

Acquisitions and divestments

We seek to acquire assets that are at risk of being stranded

to refurbish and reposition them. We may also seek to divest

from assets where it is not possible to upgrade to an EPC

B rating. When making an acquisition, we undertake due

diligence on the potential for the asset to reach an EPC B rating

and net zero carbon. At 50 Finsbury Square we delivered a

building verified as net zero carbon. This was then incorporated

within the contract of sale with a financial penalty in the event

it was not achieved. Our learning from this process coupled

with our customer engagement process with Clifford Chance at

2 Aldermanbury Square has been embedded in our processes.

Risk:

1, 5, 7, 8, 9,

11, 13, 14–18

Opp:

1, 3, 4, 6, 7,

10, 15, 16

Appraisals for asset acquisitions are considered at a number

of different levels within the business, particularly at Executive

Committee and Board meetings. In order to gain sign off for

these developments the implications on sustainability KPIs

must be presented for discussion. This includes contributions

to the Decarbonisation Fund, likely embodied carbon impact

of development proposals and energy use intensities. In respect

of divestments (asset disposals) CRREM analysis is completed

to support the sale of these assets as sellers become more

mature in the sustainability data they are requesting. The

sustainability credentials of the building support the valuation.

Developments

We take a whole life carbon approach to development,

designing for climate resilience, longevity, and adaptability.

All buildings in our development pipeline will be fossil fuel free,

low embodied carbon and energy efficient, with an ambition

of meeting the Net Zero Carbon Building Standard when it

is released. Together these credentials support the valuations

of our buildings. The financial implications of implementing

this are included within our development appraisals, which

also include the impact of our Internal Carbon Price. In the

case of projects such as 2 Aldermanbury Square, EC2 where

we are removing steel to be reused in another development,

costs can vary due to the complex process of dismantling steel,

charges for warehousing the steel and impact on programme.

When taken in combination with reusing the steel at French

Railways House & 50 Jermyn Street we expect to be cost neutral

whilst reducing the embodied carbon of the steel used at

the development by 95%.

Risk:

2, 3, 5, 6, 8,

9, 10, 11, 13,

14–18

Opp:

1–5, 7–9, 10,

12, 14–16

Costs related to sustainability innovation at our developments

are fluctuating as the industry adapts and evolves. Our Internal

Carbon Price, recently revised to £150 per tonne, is applied at

practical completion of our developments and incentivises the

reduction of embodied carbon and supports progress towards

our short-term embodied carbon reductions.

The ICP is included into the development appraisal process as

a financial implication and impacts the overall profit on cost as

a key driver for the business. Our recent exchange of contracts

for the acquisition of the Courtyard, has £450,000 included

within its appraisal. In effect this ensures

that the embodied carbon of design changes is better understood

and drives commercial decisions on carbon.

Our ‘Brief for Creating Sustainable Spaces’ also ensures that

we set the right design brief for all our spaces.

Managing assets

Our Roadmap to Net Zero sets out how we can reduce energy

consumption and carbon emissions to reach our near-term

targets by 2030. Our Internal Carbon Price, recently raised

to £150 per tonne, is applied to operational carbon emissions,

with our Decarbonisation Fund supporting ongoing investment

in energy efficiency projects across our portfolio and now into

innovation in our developments. Our Sustainability Statement

of Intent has been updated to reposition climate resilience

to ensure it is integrated across our business. Our revised Brief

for Creating Sustainable Spaces further sets out how we will

ensure that the design of our spaces supports reductions

in carbon emissions.

Risk:

1, 2, 5, 6, 7, 9,

11, 13, 14–18

Opp:

2–6, 8, 9,

12, 15, 16

Our Portfolio Managers are ultimately responsible for the long-

term financial performance of our real estate assets. Energy

performance, climate resilience, biodiversity interventions

and social value are all monitored as part of our asset business

planning process. In particular, scheduling energy efficiency

interventions to support improvements in EPC ratings where

vacancies arise to reduce the risk of stranding as legislation

tightens, or the retrofitting of biodiversity interventions to support

the climate resilience of an asset. The financial implications

of implementing these actions are presented at quarterly

asset reviews as part of overall asset performance to support

better understanding of the impact of improving sustainability

performance on individual asset financial performance.

Strategy and financial planning

60 Great Portland Estates plc Annual Report 2024

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Metrics and targets

Metrics used to assess climate-related risks and opportunities in line with strategy

and risk management processes

Risk adaptation and

mitigation metrics Baseline 2021/22 2022/23 2023/24 Target Progress

EPCs rated A and B

by floor area

1

Risk:

1, 2, 13

Opp:

1, 2, 3, 15

2016 37% 43% 40% 100%

by 2030

Compliant with current EPC legislation with plans

in place to meet potential further EPC legislative

changes and quarterly asset reviews are

monitoring progress.

Our acquisition of the Soho Square Estate in the

period led to a reduction in the overall operational

floor area % of As and Bs but this will be remedied

as it transitions to the development pipeline.

Including floor area in development 63.6% of the

portfolio is meeting or targeting EPC A and B.

EPCs rated F and G

by floor area

Risk:

1, 2, 13

Opp:

1, 2, 3, 15

2016 0% 0% 0% 0%

Proportion of portfolio

with green building ratings

by floor area

Risk:

1, 2, 3, 9, 13, 14–18

Opp:

1, 2, 3, 4, 7, 9, 12, 14–16

2016 55% 48% 44% 60%

Our Brief for Creating Sustainable Spaces provides

clear governance structure for the delivery

of green building ratings. The Brief applies to

all developments, refurbishments and fit outs.

It includes certifications such as BREEAM, WELL,

Fitwel, NABERS and SKA ratings. A further 25%

of the portfolio in development is targeting

green buildings ratings.

Estimated annual savings

from energy efficiency

measures implemented

during the year

Risk:

1, 2, 5, 7, 9, 11

Opp:

4–6, 8, 9, 12, 14

2018 3,777 MWh 3,226 MWh 1,077 MWh Develop

target

A greater focus this year has been on upgrading

metering infrastructure, due for completion in

the early part of FY25. Buildings completed early

in the programme are able to utilise automated,

granular data and dashboards to drive improved

energy efficiency and optimisation. We anticipate

we will be able to quantify the savings from

greater data availability in following disclosures.

Internal Carbon Price

Risk:

1–10, 14–18

Opp:

1–7, 12–16

2021 £95 £95 £95 Review

by end

of FY27

The ICP is currently applied to Scope 1 and 2

location based emissions and residual embodied

carbon emissions from our development pipeline.

It has been updated to £150 per tCO

2

e in the

Roadmap v2.0.

Total (to date) contribution

to Decarbonisation Fund

Risk:

1–10, 14–18

Opp:

1–7, 12–16

2022 £403k £1.29m

Restated

£1.63m Develop

target

Decarbonisation Fund in place since 2020

supporting investment in efficiency of our

standing assets. Plan to utilise the fund to

support decarbonisation of our value chain.

FY23/24 contribution is lower due to reductions

in Scope 1 and 2 emissions and no completed

developments meeting the criteria for payment

of the ICP.

Electricity purchased

from renewable sources

Risk:

5, 7, 9

Opp:

4, 5, 8, 9, 11

2020 100% 100% 100% 100%

We procure 100% REGO-backed electricity,

however we are reviewing this approach to

ensure our approach to energy procurement

is robust and transparent.

On-site renewable

energy generation

Risk:

5, 7, 9

Opp:

4, 5, 8, 9, 11

2020 27 MWh 5.3 MWh

Restated

6.7 MWh Target

removed

Our original target of 600MWh of renewable

energy generation by 2030 has been reviewed

as part of our Roadmap refresh exercise. We are

re-prioritising this pillar of our Roadmap towards

a more robust and transparent approach

to energy procurement across the portfolio.

We will continue to install on-site renewable

energy on all new developments.

1.  Based on operational floor area, excluding on-site development. Further detail with forecast EPC ratings can be found on page 47.

Further information complimentary to this disclosure can be found in our Sustainability Statement of Intent and our Roadmap

to Net Zero v2.0, providing context and historic performance against all metrics and targets, at www.gpe.co.uk/reporting

Our Sustainability Performance tables detail our full performance against our targets for the last financial year. Detailed reporting of

our sustainability performance, including energy consumption and Scope 1, 2 and relevant Scope 3 metrics (including carbon emissions

associated with water consumption and waste management), is included within our Streamlined Energy and Carbon Reporting (SECR)

table on pages 46 to 48 of this report.

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Sustainability continued

Our business model is to take poorly performing, unloved buildings and reposition them

into best-in-class sustainable spaces. In order to deliver our sustainability strategy we

work with our whole value chain, whether that is our supply chain partners, our customers,

local communities and planning authorities, investors, purchasers or lenders.

Minerva House, SE1 – Major refurbishment on the banks of the Thames

Egyptian and Dudley House, SW1 – Heritage refurbishment focused on retention

2 Aldermanbury Square, EC2 – New build driving energy efficiency

Local authorities

In our efforts to integrate climate

resilience within our own business, as well

as our value chain, we recognise that we

are one part of a much larger picture

when it comes to delivering a resilient

built environment that can withstand

the impacts of a changing climate

and safeguarding London’s future.

At our major refurbishment project

Minerva House, SE1, we have been

collaborating with the local planning

authority as well as the Environment

Agency to ensure we design and build

for a London that will be subject

Freeholders

Across our portfolio we are often the

long leaseholder, requiring effective

collaboration and communication

with our freehold partners.

At Egyptian and Dudley House, we

have been working very closely with

the Crown Estate, to not only align our

sustainability ambitions, but also to

push each other forward in a number of

areas. By providing consistent messaging

to both our value chains, we can create

efficiencies whilst driving best practice

and innovation.

Supply chain partners

Our innovative approach to dismantling

City Place House to allow the reuse

of steel at both 2 Aldermanbury

Square and French Railways House

& 50 Jermyn Street demonstrates

the value of close collaboration with

our supply chain partners.

Our partners, Arup, Elliott Wood,

Keltbray, EMR and Lendlease

challenged each other to deliver

a market-leading approach to the

circular economy, delivering emissions

savings at French Railways House.

to a number of physical climate risks.

The project is located on the northern

edge of Southwark, between Borough

Market and the River Thames, and as such

is directly impacted by a potential increase

in flooding as climate change progresses.

During the planning and design phases

of the development, the project team

have worked with the engineers at the

Environment Agency to deliver improved

resilience through repairs to the brick

flood defence and specifying specialist

render to the basement walls to increase

their durability and lifespan. This work has

been informed by the Environment Agency’s

updated Thames Estuary 2100 Plan.

Supply chain partners

Strong collaboration not only supports

the environmental element of sustainability

but can drive positive change with regard

to social and ethical outcomes.

We are working with our principal contractor,

8Build, to roll-out ethical labour audits

across the Egyptian and Dudley House

supply chain. The aim is to identify key risk

areas, including modern slavery, engage

directly with the workforce on-site to hear

their experiences and ensure we improve

our own procurement processes to deliver

a better, safer place of work for all.

Customers

The sustainability features of

2 Aldermanbury Square were central

to discussions with our customer,

Clifford Chance LLP. Right from the start

sustainability played a significant role

in their decision to pre-let the building,

three years ahead of completion.

Discussions included energy use,

embodied carbon and the delivery

of a NABERS rated building, and have

expanded to nature-based solutions

and the impact of a joint approach

to social value.

62 Great Portland Estates plc Annual Report 2024

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Our people and culture

Q&A with Carrie Heiss, HR Director

Q: What makes the culture at GPE so special?

Our culture is the character and personality of GPE.

It stands out because it’s the embodiment of a great

purpose and core values which define who we are and

how we act. These values, outlined on page 03, are at

the heart of what we do and what makes us special.

Of course, it’s our people who bring the culture and the

values to life, so it’s really important that our values resonate

with everyone. GPE’s values were developed several years ago

in a collaborative, all-company exercise. We have recently

reviewed these values with colleagues to ensure that they

continue to inform our beliefs and behaviours and they are as

relevant today as they’ve ever been. Following our colleague

feedback, we were pleased to adopt a fifth value, ‘We value

every customer’, which reflects the importance and the

focus we have on providing a great customer experience.

Each year, we have an extremely high response rate to our

Engagement Survey (February 2024 Engagement Survey:

98% response rate and 1,300 comments). This shows our

colleagues care deeply about our business and making their

voices heard. We rely heavily on this input to continue to

evolve our working practices and ensure that GPE remains

a fantastic place to work. Our overall favourability rating

of 74% is reassuring and reinforces that we are doing a lot

of things very well.

Q: What actions have we taken to embed

GPE’s values this year?

We’ve helped colleagues and leaders to personalise

the values for themselves and their teams and I can share a

couple of examples. All colleagues took part in Customer First

Workshops earlier in the year where we discussed GPE’s service

standards and made ‘team commitments’ to action these in our

everyday activities. We even kept track of these commitments

with a ‘Leader Board’ throughout the year. This fun and friendly

competition between teams has helped to ensure that our

collective commitments to customers are being actioned.

The value, ‘We are fair and inclusive’ was similarly brought to

life through Inclusion Workshops attended by all colleagues

in the autumn. We worked with a specialist D&I consultant to

create a safe space for colleagues to engage on a number

of issues relating to inclusion. With an emphasis on personal

and collective responsibility to create an inclusive workplace,

colleagues were asked to make personal commitments to

reflect what they could do to make a difference in the future.

These were displayed for everyone to access and socialise.

We regularly take opportunities to publicly recognise

behaviour that exemplifies our values. Colleagues have the

opportunity to nominate their peers for a quarterly ‘Living

our values’ award and these are awarded by the CEO.

Q: What have we done this year to deliver

against our people priorities?

We are always looking for ways to improve our colleague

experience at GPE and two specific initiatives come to mind.

This year we invested heavily in our leadership capabilities,

designing and conducting two bespoke development

programmes: ‘Inspire’ for our people managers; and

‘Momentum’ for our senior leaders. Having great people

management and leadership skills makes the work

environment better for everyone. Over several months, our

managers and leaders worked with experts, both in small

teams and one-on-one with coaches, to improve their

knowledge, hone their skills and most importantly to confidently

connect with their people as capable and inclusive leaders.

Another highlight for the year is an initiative we launched

to promote colleagues’ willingness and comfort to speak up

and share their views. This is clearly an important attribute

for a positive and healthy culture and, while we consistently

have high response rates for our anonymous surveys, this is

an area of continuous focus. We started a listening initiative

called ‘The Booth’, which allows members of our Executive

Committee to host up to seven colleagues in a monthly

session at a local cafe with the sole purpose of engaging

with colleagues and listening to what they want to discuss.

Across the 13 sessions held in 2023, we heard ideas, suggestions,

complaints and concerns – all in a safe and informal setting.

Participants appreciated the opportunity to interact with

members of the Executive Committee, and other colleagues,

in a relaxed and informal setting. These sessions have been

positively received and we plan to continue them in 2024.

“ Our success is a testament to

the passion and commitment of

our people. At the heart of all our

achievements lie their dedication

and talent.”

Carrie Heiss Human Resources Director

88%

of our employees

are proud to work

at GPE

84%

of our employees say

that GPE’s core values

are aligned with their

own personal values

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Our people and culture continued

Q: What are the people priorities for the

year ahead?

We will continue to progress our three-year People Strategy

referred to internally as OneGPE which puts diversity and

inclusion in the centre, with five additional focus areas:

colleague experience, growth and progression, leadership

capability, performance and reward, and health and

wellbeing. The strategy is due to be updated in 2024

with a roadmap to cover the next three years to achieve

measurable progress in key areas, including engagement,

diversity, inclusion and retention.

GPE aims to be the place where the best people do their

best work. This means ensuring we have the right talent and the

right skills where needed. We want everyone to achieve their

full potential. One of GPE’s core values is ‘We are committed

to excellence’ and with a high-performance culture it is vital to

promote and support our colleagues’ growth and progression.

To complement our focus on leadership capability in 2023 with

Inspire and Momentum, we look forward to launching ‘Thrive’

in 2024, to support colleagues in achieving their potential and

performance goals, focusing on the development of resilience,

feedback and accountability skills. We will continue to run our

highly successful internal GPE mentorship scheme, focusing

on our high-potential population as identified in our annual

Talent Review. This scheme matches around 20 individuals with

senior leaders and runs for 9–12 months. Our Non-Executive

Directors will also be continuing with mentoring sessions

with selected members of senior management.

Another priority is consolidating the organisational changes

that we made in 2023/24, which are explained below. With a

workforce of 134 colleagues as at 31 March 2024 (down from

139 in March 2023) we rely on teamwork and collaboration to

achieve our objectives and exemplify the value ‘We achieve

more together’. We successfully onboarded 29 new joiners

in the year and had 34 leavers. Our retention rate of 75.5%

as a measure of stability (down from 83.5% in 2023) reflects

a stable workforce.

We have continued to evolve the shape of the organisation

to reflect our strategic ambition to grow our Flex office

footprint and deliver an excellent customer experience.

Changes to team structures and people within teams

occurred predominantly in the second half of the year.

We reviewed team structures, roles within teams, reporting

lines and resourcing levels, making changes where

necessary to ensure we are well positioned to deliver

our strategic plans. Changes and the rationale for these

changes were communicated and the priority for this

coming year is to ensure that our teams are all working

well and collaborating effectively.

Alexa Baden-Powell, Inspire participant

and Senior Investment Manager:

“I found the Inspire programme very useful indeed. It gave

me a better understanding of different managerial styles.

The 360 feedback was really interesting and good to hear.

It sparked some useful discussions with my team, helping

us to improve the way we work together.”

Rebecca Bradley, Momentum participant and

Director of Customer Experience & Relationships:

“For me, there were several benefits to taking part

in Momentum. The one-on-one coaching sessions

enabled me to work on my own personal development

areas while the practical sessions facilitated an open

environment where we could learn together and

practice our leadership and coaching skills on each

other. The whole programme provided the opportunity

to build stronger relationships with peers in an informal

environment, which has supported cross-departmental

communication since the programme finished. I feel

good about working for a company that invests in its

people by providing this type of opportunity.”

64 Great Portland Estates plc Annual Report 2024

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Our employee survey is comprised of 70 questions covering all aspects of the employee experience.

Within this, we consistently ask three core questions to give us an indication of overall employee

engagement. While the scores for these are down slightly from the same period last year, mainly

attributed to the organisational restructure and ensuing changes, they remain positive overall.

76%

Employee

Engagement Index

(February 2024)

84% in March 2023

74%

of our employees

recommend GPE as

a great place to work

85% in March 2023

80%

of our employees

believe in what we are

trying to achieve

87% in March 2023

72%

say work gives them

a personal feeling

of accomplishment

78% in March 23

Where we’ve improved based on feedback

we heard and actions we’ve taken this year

We have worked hard on connecting with our colleagues,

listening to them and generally encouraging people

to be themselves. Our targeted efforts to foster a truly

inclusive workplace have started to feed through to the

feedback from colleagues. Where we have seen the biggest

improvement in favourable scores from FY23 to FY24 are:

+11% I feel safe and able to speak up at GPE.

+9% I am treated with respect.

+9% People from diverse backgrounds are helped to feel

accepted and be themselves.

+7%  I feel comfortable here, accepted and able to be myself.

+6% An effort is made to accommodate any particular

need or goal that I have.

Where we still have work to do

There are three main areas of improvement that we need to focus

on based on the input and feedback we received in February.

Area to improve

1.  Collaboration between different teams to get things done.

2.  Improving internal systems and processes for

optimal productivity.

3.  Our physical environment in our head office location;

making it more functional and enjoyable.

Actions planned

1.  Team objectives for FY25 are being articulated and

shared between teams to clarify roles and responsibilities.

2.  This has been built into the work plan for our new

Director of Digital & Technology.

3.  A plan has been made to refresh and reconfigure the

space in our head office building. This will be completed

later in the year.

Continuous improvement

A few of our key achievements in FY24

April–June

2023

July–September

2023

October– December

2023

January–March

2024

– Listening Initiative

(‘The Booth’).

– Introduced new Bank

Holiday Swap Policy

(suggested by the

Inclusion Committee).

– Customer First workshops

attended by all colleagues

in teams.

– Signed the Race at

Work Charter (Business

in the Community).

– Published first ‘Diversity

Tracker’ to all colleagues

providing full transparency

on self-declared

demographic profile.

– Introduced key new benefits

(additional support for fertility,

menopause, volunteering).

– Achieved Bronze level

Accreditation with Clear

Assured (global accreditation

for best practice in diversity

and inclusion).

– Following shareholder

approval of our revised 2023

Directors’ remuneration

policy at the 2023 AGM,

we communicated changes

to our annual bonus process

with a new corporate

scorecard cascaded through

the business.

– Achieved Level 3

Disability Confident

Leader (highest status).

– Compulsory Inclusion

Training for the entire

business resulting in

personal commitments

and greater D&I

competence.

– Rotated volunteer leaders

for our Impact Groups.

–  Adopted a new Board-

approved ethnic diversity

target for senior leaders

(Parker Review).

– HR-driven social value

confirmed – £162,460 for

the year (combination of

training, apprenticeships,

mental health support).

– Reviewed, refreshed and

published updated our

corporate values (adding

a fifth for customer).

– Conducted a

comprehensive annual

employee engagement

survey.

Strategic Report – Annual review

65Annual Report 2024 Great Portland Estates plc

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Our people and culture continued

Powered by people

We have made several key changes and appointments

this year, promoting from within and also recruiting talented

specialists to support the acceleration of our flexible office

space roll-out and our focus on customers. We have also

taken steps to ensure our core supporting infrastructure

is strong and future-fit, whilst remaining focused on

headcount and cost management.

– Simon Rowley was promoted to the role of Director

of Flex Workspaces with overall responsibility to grow

our Flex office footprint.

– Jordan McLean was recruited as Director of Digital

& Technology and assumed responsibility for all our

digital transformation and innovation activities

in addition to managing our IT infrastructure.

– Helen Hare expanded her Projects remit to include

Health & Safety and two new teams; Technical Services

and Flex Workspaces Design and Delivery.

– Felicity Roocke was recruited as Head of Flex

Workspaces Design & Delivery and is responsible for

leading our workplace design and delivery strategy

for all our Flex projects.

– Federico Boronet joined as Senior Central Services

Manager in our Customer Experience team and has

responsibility for procurement and supply chain

management of all outsourced service contracts

and strategic service partner management.

– Anthony Osho was promoted to Customer

Relationships and Insights Lead, a new role focused

on Flex customers and portfolio-wide insight.

– Timothy Scanlon was recruited as a Customer

Experience Senior Manager overseeing our

Customer Operations at 200 Gray’s Inn Road.

– Molly Maguire joined as a Flex Leasing Manger and

is focused on growing our flexible workplace offering.

– Mark Walkden was promoted to Head of Technical

Services, with responsibility for the technical aspects

of all our buildings.

– Hugh Morgan, already a commercial Director, was

appointed as Director of Portfolio Management,

overseeing the implementation of asset strategies

across our entire building portfolio.

– Martin Leighton and Stephen Burrows were appointed

Co-Directors of Finance in an internal restructuring

of the Finance team. They are jointly responsible for

Corporate Finance, Finance Operations, Financial

Reporting, and Financial Planning & Analysis.

Anthony Osho, Customer Relationships

& Insights Lead:

“I’m looking forward to developing a dedicated

customer account management capability alongside

our asset and operational teams. Also, understanding

our customers’ experiences through what they tell

us and what they don’t tell us (but what we see in

how they interact with our spaces) is the next step

for insight strategy.”

Jordan McLean, Director of Digital & Technology:

“I’m really excited about the opportunity to drive

genuine innovation and digitisation into an industry

that is ripe for change. GPE have the appetite, energy

and leadership to transform not just the Company

but the whole industry and I’m thrilled to be here

to lead us on that journey.”

Molly Maguire, Flex Leasing Manager:

“I was very keen to join a brilliant team who all have

a shared goal and vision of creating, delivering and

leasing market-leading Flex spaces across London. It was

GPE’s Flex aspirations and commitment to the growth

of the Fully Managed portfolio which I found incredibly

exciting and something I wanted to be a part of.”

66 Great Portland Estates plc Annual Report 2024

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Colleagues making a difference

GPE has four very active Impact Groups that are focused on diversity, equality and inclusion issues. Each Impact Group is led

by volunteer colleagues from across the business and is sponsored by a member of the Executive Committee. These groups

are overseen by our Inclusion Committee, which meets six times a year and coordinates our efforts to cultivate an inclusive

workplace. The Inclusion Committee also advocates other strands of diversity for which we do not presently have an Impact

Group (primarily LGBTQ+ and abilities including visible and invisible disabilities).

Felicity Kelly, currently on

a secondment to HR covering

a maternity leave:

“In the six years I have been here, I have

definitely seen progress in terms of

the culture and ensuring that equal

opportunities exist for everyone to

succeed and advance their careers.”

James Harrop-Griffiths,

Investment Manager and

Inclusion Committee member:

“I have been a member of the IC since

it started in 2022. It’s been a fantastic

forum to increase my own learning and

confidence in talking about these topics

and I feel like I am helping to make

GPE a safe space for everyone.”

Yasemin Kiani, Communications

Lead and Co-Chair of the R&EIG:

“At first I was concerned that the D&I

work would be ‘all talk, no action’ but

I’ve actually seen the commitment from

our most senior leaders and I believe

they mean what they say. We still have

a lot to do but are on the right path.”

Health & Wellbeing Impact Group

Our Health & Wellbeing Impact Group supports our vision

of happy and healthy colleagues by raising awareness,

increasing knowledge and ensuring people have access to

tips and tools to improve their physical, mental and financial

wellbeing. The group sponsors a variety of events across the

year and there is widespread participation. Examples include

mini ‘health-MOTs’, a January fitness challenge, monthly

chair massages, board-game lunches, walking meetings,

nutrition talks, and financial planning seminars.

Race & Ethnicity Impact Group

Our Race & Ethnicity Impact Group is comprised of a

multi-cultural group of colleagues from across the business.

The purpose of this group is to support each other to

succeed at GPE and seeks to educate, encourage allyship,

and to generally create an environment which empowers

and celebrates the race, ethnicity and heritage of all our

colleagues. By raising awareness, the group has been

instrumental in helping colleagues in the wider business

to become more comfortable talking about race,

ethnicity and religion.

Women’s Impact Group

Our Women’s Impact Group advocates on issues and policies

related to gender equality and seeks to provide a safe,

supportive ‘network’ where colleagues can share experiences

and challenges as well as learn from and help each other.

This group provides networking opportunities for GPE women

through social and learning events and a ‘buddy system’

which rotates on a quarterly basis. The group also organised

events for International Women’s Day and held various

training sessions, open to all (Panel Speaking, Resilience,

Avoiding Burnout, and Silencing your Inner Critic).

Parents & Carers Impact Group

Our Parents & Carers Impact Group recognises the challenge

for those with caring responsibilities outside of work to

balance this with a thriving career. This group is committed

to helping colleagues feel empowered to be the best they

can be both inside and outside of work. This group has

actively influenced our family benefit policies and has

ensured that all colleagues have access to a widely used

support portal which offers resources and information

to help people achieve a healthy work-life balance.

Strategic Report – Annual review

67Annual Report 2024 Great Portland Estates plc

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Our people and culture continued

GPE gender and ethnicity balance

Diversity and inclusion is at the heart of our People Strategy.

We genuinely believe that diversity gives us strength and we

value all kinds of diversity including diversity of experience,

thought and perspective. We are proud of the fact that:

– 89% of our colleagues say that they are treated with respect;

– 79% say they feel comfortable at GPE, accepted and able

to be themselves;

– 70% feel that GPE is doing the right things to improve D&I.

These results are encouraging and we will continue to build

on our progress to date. We are convinced that diverse

leadership teams create a competitive advantage and

we have set some important aspirational targets for

our gender and ethnic diversity to help us achieve

our ambitions. Specifically:

– 20% of all management roles will be held by colleagues

who identify with an ethnic minority category by

31 March 2025. 31 March 2024: 15%.

– 40% of all senior leadership roles will be held by

women by 31 March 2025. 31 March 2024: 33.3%.

In line with the Parker Review recommendations, we have

also set a further target for at least 15% of our senior

managers (Executive Committee and their direct reports)

to be represented by individuals identifying with an ethnic

minority category by the end of 2027. 31 March 2024: 4.2%.

Diversity disclosure tables

Gender:

as at 31 March 2024

Number

of Board

members

Percentage

of the Board

Number of

Senior Positions

on Board

(CEO, CFO,

SID and Chair)

Number

in Executive

Management\*

Percentage

of Executive

Management

Number

of total

employees

Percentage

of total

employees

Men 6 60% 4 6 75% 64 48%

Women 4 40% – 2 25% 69 51%

Other categories – 0% – – 0% 1 1%

Not specified/prefer not to say – 0% – – 0% – 0%

\*  In accordance with the UK Listing Rules’ definition, Executive Management comprises the Executive Committee (being the most senior executive

body below the Board).

Ethnic Background:

as at 31 March 2024

Number

of Board

members

Percentage

of the Board

Number of

Senior Positions

on Board

(CEO, CFO,

SID and Chair)

Number

in Executive

Management\*

Percentage

of Executive

Management

Number

of total

employees

Percentage

of total

employees

White British or other White

(including minority-white groups) 9 90% 4 8 100% 97 72%

Mixed/multiple ethnic groups – 0% – – 0% 9 7%

Asian/Asian British 1 10% – – 0% 7 5%

Black/African/Caribbean/

Black British – 0% – – 0% 11 8%

Other ethnic group,

including Arab – 0% – – 0% 4 3%

Not specified/prefer not to say – 0% – – 0% 6 5%

Approach to data collection

All individuals are asked to self-report their ethnicity and gender identity on a strictly confidential and voluntary basis with a ‘prefer not to say’ option for

certain fields. Over 95% of our population have self-reported personal information for ethnicity and gender identity as well as religion, sexual orientation

and disability.

Senior leadership gender diversity as at 31 March 2024

Males Females % Female

Executive Committee 6 2 25.0%

Senior Management  10 6 37.5%

All senior leadership roles 16 8 33.3%

Senior Management above is comprised of our Department

Directors and Heads of Departments. As at 31 March 2024, and

for the purposes of disclosure under section 414C Companies

Act 2006, our ‘senior leader’ population of Executive

Committee members (excluding the Executive Directors)

and members of Senior Management comprised 16 men

(66.6%) and 8 women (33.3%).

Executive Committee and direct reports as at 31 March 2024

63%

37%

Male 17

Female 10

The Executive Committee

and their direct reports include

Executive Directors, other Executive

Committee members (including

the General Counsel and Company

Secretary) and their direct

reports comprising individuals

for whom they have direct line

management responsibility,

excluding administrative or

support roles.

Information prescribed by the Listing Rules on the gender diversity of our Board and Executive Management, and also of our

total employee population, is set out in the diversity disclosure tables below. Details regarding the Board’s Diversity Policy and

representation targets, its approach to D&I and our Board diversity statement can be found in the Nomination Committee

report on pages 112 and 113.

68 Great Portland Estates plc Annual Report 2024

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Our stakeholder relationships

Whichever offer our customers choose, they are each

developed with sustainability at their core. We future proof our

spaces, incorporating technology to enhance the customer

experience, and they are designed to promote health and

wellbeing for our customers and local communities, with highly

adaptable open plan configurations and outdoor spaces.

We recognise that to deliver a high quality service, we need

to have a direct relationship with our customers. Therefore,

we have dedicated in-house Customer Experience and

Workplace Technical Services teams whose roles are to

manage the day-to-day operation of our buildings and

deliver an attractive service provision to all of our customers.

Our service proposition

It takes a true partnership to unlock potential. That is why

we work hand in hand with our customers to ensure we thrive

together. We understand there is no one size fits all approach

and that we need to work closely with our customers to

understand their challenges and changing needs. Our service

proposition ‘Together we thrive’ helps ensure we continue

to deliver and maintain the highest standards and includes

five service standards that have been rolled out across the

business to ensure consistency in our approach, whilst also

providing a strong promise to our customers:

Knowledge of the changing needs of our customers requires a

close relationship and regular engagement. A key element of

our approach, in addition to frequent day-to-day interaction,

is to require our team to formally meet with every customer

twice a year and we have enhanced our engagement with

Executive Committee members meeting a cross section of

our customers at least annually. Furthermore, our refreshed

Roadmap to Net Zero has introduced new sustainability

customer engagement targets. These meetings, combined

with the independent customer satisfaction surveys we

undertake, provide an understanding of how our customers’

real estate needs are developing and provide valuable insight

into the health of the sectors in which they operate.

Examples of topics raised during the year

– The rising cost of energy for our customers;

– Ensuring safety of buildings and health and wellbeing

of people in the office;

– Opportunities to improve service charge communication

and management processes;

– Areas to improve the user experience of our sesame® app;

– Single point of contact to support customer requirements,

enhanced strategic relationship with GPE; and

– Timely repair and swift communication of building issues.

Approach and objectives

Customer First

We know that every business is different, so we provide

choice to allow our customers to create their space the way

they want it. Our Ready to Fit offering provides flexibility for

customers to design and build the space in our buildings that is

just right for them and their people. We provide Fitted spaces

that are designed for our customers by our in-house experts.

Customers can also choose to have their space Fully Managed

by us, where we take care of everything, making life easier

and hassle free so they can concentrate on their business.

Customers

Understanding our customers’ businesses and

having a deep appreciation of what they require

enables us to deliver a workplace environment

in which they can focus on their own business

activities. Having a strong, enduring relationship

with our customers means we can work with them

to ensure they remain satisfied within their existing

workspace, and allows us to retain or relocate

them when their occupational requirements

change. Our ‘Customer First’ approach is vital to

help us design and deliver spaces and experience

which allow our customers’ businesses to thrive.

The role of the property owner is rapidly changing

as the needs of customers evolve. An attractive

office is now considered more than simply a location

in which to do business. It serves a broader purpose.

It needs to enhance the productivity of the

workforce, align to a business’s brand and culture

and play a key role in attracting and retaining

talent in a competitive marketplace.

GPE customer mix %

11%

31%

17%

23%

Retail, hospitality

and leisure

Banking and finance

Professional

Corporates

Technology, media

and telecoms

18%

Our key stakeholders have been identified as our investors, people,

customers, joint venture partners, communities, local planning authorities

and suppliers. See more on our people and culture on pages 63 to 68

See more on engaging with our investors on pages 100 and 101

See more on our communities on pages 50 and 51

Building and nurturing the relationships we have with our stakeholders is critical to our

success and too valuable to outsource. As a result, we manage all aspects of our property

portfolio in-house. We aim to build lasting relationships based on professionalism,

fair dealing and integrity.

Service standards:

Actively

listen

Bring the

energy

Be

flexible

Add

value

Keep our

word

Service proposition:

Together we thrive

Strategic Report – Annual review

69Annual Report 2024 Great Portland Estates plc

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Our stakeholder relationships continued

Our joint venture partners

Joint ventures are an important part of our business

and today they comprise three active partnerships,

with BP Pension Fund (GRP), the HKMA (GHS) and

Threadneedle (GVP). Our joint ventures are built on

long-term relationships with trusted, high quality

partners. At 31 March 2024, they made up 20.4%

of the portfolio valuation, 31.0% of net assets

and 21.4% of rent roll (at 31 March 2023: 22.0%,

28.1% and 23.9% respectively).

Approach and objectives

Our approach has been to seek joint venture partners to

help us unlock real estate opportunities that might not have

been available to GPE alone, either through sharing risk or

providing access to new properties. The success of our joint

venture activities relies on strong relationships with our

partners, based on frequent engagement. Each partnership

has a joint board (including at least one GPE Executive

Director) that typically meets quarterly on a formal basis

with frequent ad hoc engagement throughout the year.

The joint venture properties are valued quarterly, with

detailed management information being provided to

the joint venture board.

Examples of topics raised during the year

– Evaluating the further roll out of Fitted and Fully Managed

spaces in Elm Yard, WC1 in GRP;

– Consideration of the refurbishment of 200 Gray’s Inn Road,

WC1 in GRP;

– Completion of the retail leasing at Hanover Square, W1

in GHS; and

– The retail leasing strategy for Mount Royal, W1, in GVP

given the evolution of Oxford Street.

How did we respond

– Further Flex roll out complete at Elm Yard with the

majority of the building now let on either a Fitted

or Fully Managed basis;

– Preparation for the refurbishment of elements of

200 Gray’s Inn Road with an anticipated start in

summer 2024; and

– strong leasing at Mount Royal, W1, including a new

22,500 sq ft flagship store for TK Maxx.

Next steps

Looking forward, we are working closely with our partners

to advance our business plans across our existing

joint ventures, together with actively seeking opportunities

to acquire new assets in joint venture structures.

How did we respond

– Incorporated customer feedback/issue tracking

in GPE customer CRM;

– Simplified our sesame® app, with phased roll out

planned and testing underway;

– Senior management tours of all development sites

and the managed portfolio exclusively focusing

on health and safety; and

– Detailed customer journey mapping completed,

service charge and Flex process improvements

being implemented.

High levels of customer satisfaction

We commission an annual independent customer

satisfaction survey which is designed to determine our

customers’ satisfaction with their building, communication,

our understanding of their business needs and ease of doing

business with us. This year 122 retail and office customers

participated. A key output of the survey is a Net Promoter

Score (NPS), which is best translated as the willingness to

recommend GPE. It is expressed as an absolute number

between -100 and +100.

Our office NPS remains high, at +30.2 in 2024 (2023: +44.0).

Whilst this year’s score is lower than last year, it remains

materially ahead of the industry average of +6.9. From the

valuable feedback and comments we receive, we prepare

building-specific action plans to further improve our

services. The plans are produced within four weeks of the

results and implemented as soon as possible, demonstrating

that we have listened and, more importantly, acted

on feedback.

Next steps

70% of respondents to our customer survey shared a

sustainability contact within their organisations for us

to talk to which will help us and our customers drive down

energy usage, drive up recycling rates and implement

new sustainability activities to lower our joint impact

on the environment.

Through our customer survey, this year many of our

customers told us that they would like a more strategic

relationship with us outside of their day-to-day interaction

with our CXM team. To this end we will be strategic, ensuring

that we spend more time hearing from the decision makers

within our customer community to ensure we better

understand their business and how we can help support

their space requirements.

We have also recently hired a Data Analyst to join our

CX team so 2024 will see us focusing more than ever on

what our data tells us, and using it to draw out actionable

insights to further improve customer experience.

Operational

measure

Customer satisfaction

(Office Net Promoter Score)

+30.2

2023: +44.0

Operational

measure

Net assets in

joint venture

31.0%

2023: 28.1%

70 Great Portland Estates plc Annual Report 2024

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Local planning authorities

Developing buildings in central London is challenging.

Conservation areas protect a large proportion of

the city, building heights are restricted, development

needs to be considerate to local residents and

justified in sustainability terms. Consequently,

the planning process is increasingly demanding,

lengthy and costly. Therefore, our relationships

with local planning authorities and communities

are key to the delivery of new spaces in London.

Approach and objectives

Navigating the planning process is key to our success.

We engage with local authorities, residents and other

stakeholders in an open, transparent and constructive manner

to understand their needs and, where possible, adjust our

proposals to take account of comments received. This helps

us to secure planning consents that are beneficial to us and

the local communities in which they are built. During the

deconstruction and construction phases, we maintain regular

meetings with residents and stakeholders to ensure we

mitigate the impact of the works and aim for our projects

to creating a lasting positive social impact in London.

Examples of topics raised during the year

– The increasing importance of sustainability commitments

and their impact on the planning landscape;

– The appropriate level of carbon tariffs, including new

proposals by Westminster City Council;

– Successful planning consents at Minerva House, SE1

and French Railways House & 50 Jermyn Street, SW1;

– Planning refusal on appeal for non-determination of

our proposed New City Court, SE1 development; and

– Increasing local authority preference for retrofit

over new build.

How did we respond

– Proactive engagement regarding the design and

development of schemes, with changes made to

incorporate feedback;

– Maintaining an appropriate balance between retrofit

and new build, including innovative approaches

to the circular economy;

– Driving down our in-use carbon through demanding

operational carbon intensity standards;

– Continued consultation with local authorities

directly and through business organisations; and

– Resident and key local stakeholder consultation

during planning processes.

Next steps

Over the coming year, we will be focused on managing

the procurement and delivery of our near-term projects,

whilst also progressing the early design stages of our

longer-term pipeline. We are also building on our innovative

approaches to design, materials and procurement to maintain

our market leading position on sustainability matters.

Furthermore, we will build on our ‘responsible developer’

credentials and the benefits to our projects including;

creation of employment generating space, strong

sustainability credentials, social value and biodiversity.

Our suppliers

We work with a diverse range of suppliers, from small

independents to large multinationals. The successful

and profitable delivery of our larger projects requires

strong relationships and collegiate working across

our supply chain. Whilst most procurement is subject

to a tender process to ensure we obtain value for

money, we aim to partner with suppliers who share

our values, work to secure the best people with

an established track record and, where possible,

retain key team members on successive projects.

Approach and objectives

The close relationship we foster with our suppliers, alongside

a track record of successful project delivery and a deep pipeline

of future work, means that people want to work with us,

and ensures that we have good access to quality partners.

For our development, refurbishment and fit-out projects,

regular communication is paramount. This starts with the

design process, where we encourage our project teams to

consider the art of the possible and work with our contractors

to explore new and innovative ways of working. We are

increasingly working with our supply chain partners much

earlier in the design process, including our leasing agents to

help us to ensure our buildings are optimally designed and,

where appropriate, evolve over the project to remain relevant.

We also aim to treat our suppliers fairly through prompt

payment, including bi-monthly payment terms with some

of our largest contractors. Whilst we expect all our suppliers

to operate to high standards, our Supplier Code of Conduct

sets out the standards that we require. Furthermore, we work

closely with our suppliers to enable us to achieve the goals set

out in our Sustainability Statement of Intent, using sensible

procurement methods to mitigate our carbon impact where

possible. We ensure that the sustainability and social impact

goals of our suppliers are taken into account prior to tendering

our contracts.

Examples of topics raised during the year

– Support for site safety and mental health;

– Impacts of inflationary pressures and supply

chain disruption;

– How to improve productivity in design, procurement

and construction; and

– Greater collaboration to reduce our carbon footprint

and improve social impact.

How did we respond

– 35 days’ average payment terms;

– Working with suppliers on information sharing and

initiatives to reduce carbon through the supply chain;

– Encouraged the adoption of the principles of the

Private Sector Playbook; and

– Working with suppliers to manage procurement options

and minimise the risk of modern slavery.

Next steps

Continue our collaboration with Lendlease to deliver the

redevelopment of 2 Aldermanbury Square, EC2, with Mace

to deliver French Railways House & 50 Jermyn Street, SW1

and with Multiplex to deliver Minerva House, SE1. For our

refurbishment and fit-out schemes we continue our great

work with Faithdean, 8Build, Knight Harwood and ISG

and also continue to expand our contractor base for

our near-term schemes.

Strategic Report – Annual review

71Annual Report 2024 Great Portland Estates plc

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Engaging with our stakeholders

You can read more about our approach to s.172(1) matters and stakeholder engagement as follows:

Key decisions and

long-term consequences

Statement from the Chair

See more on page 01

An evolving strategy underpinned by our

values and commitment to sustainability

See more on pages 02 and 03

How we create value

See more on pages 12 and 13

Impact on decisions

See more on page 104

Letter from the Chair of the Board

See more on pages 91 to 93

What we did in 2023/24

See more on pages 106 and 107

Employees

Our people and culture

See more on pages 63 to 68

Leadership and purpose

See more on pages 98, 99, 102 and 103

Fostering business relationships with

suppliers, customers and others

Our stakeholder relationships

See more on pages 39, 50, 63 to 70, 100 to 101

Leadership and purpose

See more on page 99

Communities

We are creating a lasting positive

social impact in our communities

See more on pages 50 and 51 and 69 to 71

Leadership and purpose

See more on page 99

Environment

Sustainability

See more on pages 37 to 62

Our stakeholder relationships

See more on pages 69 to 71

High standards of business conduct

Our people and culture

See more on pages 63 to 68

Our stakeholder relationships

See more on pages 69 to 71

Letter from the Chair of the Board

See more on pages 91 to 93

Anti-fraud, bribery and corruption,

ethics and whistleblowing

See more on pages 105 and 120

Investors

Letter from the Chair of the Board

See more on pages 91 to 93

Leadership and purpose

See more on pages 100 and 101

Our engagement

Our extensive engagement efforts help to ensure that

the Board can understand, consider and balance broad,

and sometimes conflicting, stakeholder interests when

making decisions to deliver long-term sustainable success.

Every decision the Board makes will not necessarily result in

a positive outcome for all stakeholders; however, the Board

aims to treat stakeholders fairly and consistently, guided

by GPE’s purpose, values and strategic priorities, and the

long-term interests of the Company.

Board processes

While the Board will engage directly with stakeholders

on certain issues, stakeholder engagement will often take

place at an operational level, with the Board receiving regular

updates on stakeholder views from the Executive Directors

and senior management.

As part of our Director induction process, Directors receive

a briefing and induction materials regarding their duties

under s.172. Training has further been delivered by the

Company Secretariat team to management to ensure that

they understand the duties of the Board and the importance

of s.172(1) matters in GPE’s strategy discussions and decision

making. Board papers for all key decisions are required

to include a specific section reviewing the impact of the

proposal on relevant stakeholder groups as well as other

s.172(1) considerations.

Page 104 sets out some examples of how the Board has

considered s.172(1) matters in its decision making in 2023/24.

Section 172(1) statement

The Directors have acted in the way that they considered,

in good faith, would be most likely to promote the success

of the Company for the benefit of its members as a whole

and, in doing so, have had regard, amongst other matters,

to those matters set out in section 172(1)(a) to (f) of the

Companies Act 2006, being:

– the likely consequences of any decision in the long term;

– the interests of the Company’s employees;

– the need to foster the Company’s business relationships

with suppliers, customers and others;

– the impact of the Company’s operations on the

community and the environment;

– the desirability of the Company maintaining a reputation

for high standards of business conduct; and

– the need to act fairly as between members of the Company.

Our stakeholders

As explained on pages 69 to 71, GPE has identified its key

stakeholders as being its: investors, people, customers,

JV partners, communities, local planning authorities and

suppliers. Building and nurturing these relationships based

on professionalism, fair dealing and integrity is critical

to our success.

72 Great Portland Estates plc Annual Report 2024

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Non-financial and sustainability information statement

This table is disclosed on a voluntary basis and signposts related non-financial and sustainability information in this report

and further reading on our website.

Reporting area

1

Policies Website Reference in 2024 Annual Report

1.   Environmental

and sustainability

matters

Sustainability Policy Statement

Our Brief for Creating

Sustainable Spaces

Our Guiding Principles of Design

Sustainability Statement of Intent

Our Roadmap to Net Zero

Task Force on Climate-related

Financial Disclosures (TCFD)

Streamlined Energy and Carbon

Reporting (SECR) disclosure

www.gpe.co.uk/sustainability

www.gpe.co.uk/sustainability/

our-approach

www.gpe.co.uk/investors/

investment-case/our-guiding-

principles

See more about sustainability,

including our updated Roadmap

to Net Zero on pages 37 to 62

See our SECR disclosures

on pages 44 to 47

See our response to the TCFD

Recommendations on pages 52 to 61

Additional information in response

to the requirements of s414CB(2A)

climate-related financial disclosures

(a–h) can be found on pages 38, 39,

42 to 47 and 52 to 61

2. Employees

Our values

Diversity Policy

Our People Plan

Personal Development Plans

www.gpe.co.uk/our-people/

our-values

www.gpe.co.uk/investors/

governance

www.gpe.co.uk/our-people/

diversity-inclusion

www.gpe.co.uk/our-people

See more about our values

on pages 03 and 63

See more about people and culture

on pages 63 to 68 and 110 to 113

See more about diversity and inclusion

on pages 67 and 68

3. Human rights

Supplier Code of Conduct

Annual Modern Slavery Statement

www.gpe.co.uk/investors/

our-relationships/our-service-

partners

www.gpe.co.uk/our-modern-

slavery-statement

See more about how we behave,

human rights and supplier stewardship

on page 105

See more about mitigating

the risk of modern slavery

on pages 51 and 105

See more about our suppliers

on page 71

4. Social

Social Impact Strategy

Creating Sustainable

Relationships

GPE Standard Supply Terms

Health and Safety Policy

www.gpe.co.uk/sustainability

www.gpe.co.uk/investors/our-

relationships/our-service-partners

www.gpe.co.uk/health-safety

See more about our stakeholder

relationships on pages 69 to 71

See more about communities

on pages 48, 50, 51 and 71

See more about our Social Impact

Strategy on pages 50 and 51

See more about our suppliers

on page 71

See more about providing safe,

healthy and secure environments

on page 49

5.   Anti-corruption

and anti-bribery

Financial Crime Policy

Ethics and Whistleblowing Policies

Gifts and Hospitality Policy

Use of GPE Suppliers Policy

Conflicts of Interest Policy

Inside Information and

Share Dealing Policy

www.gpe.co.uk/investors/

governance

See more about anti-corruption

and anti-bribery matters

on pages 105 and 120

See more about our Financial Crime,

Ethics and Whistleblowing Policies

on page 120

6. Business model

www.gpe.co.uk/why-gpe/

our-brand

www.gpe.co.uk/investors/

investment-case

See more about how we create value

on pages 12 and 13

7. Principal risks

and uncertainties

Group Risk Management Policy www.gpe.co.uk/investors/

governance

www.gpe.co.uk/investors/

investment-case/our-strategy

See more about our approach to risk

on pages 74 to 87

8.   Non-financial

key performance

indicators

www.gpe.co.uk/investors/

investment-case/key-

performance-indicators

See more about our KPIs

on pages 16 and 17

See more about our near-term

strategic priorities on

pages 14 and 15

1.  Board oversight of these policies and matters is also covered through ‘What we did in 2023/24’ on pages 106 and 107.

Strategic Report – Annual review

73Annual Report 2024 Great Portland Estates plc

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Our approach to risk

The successful management of risk is critical for the

Group to deliver its strategic priorities. Whilst the ultimate

responsibility for risk management rests with the Board,

the effective day-to-day management of risk is integral

to the way we do business and the culture of our team.

Our attitude to risk is one of collective responsibility, with the

identification and management of risks and opportunities

being part of the mindset of the GPE team. Our organisational

structure, including close involvement of senior management

in all significant decisions and in-house management of our

development, portfolio and occupational service activities,

together with our prudent and analytical approach, is designed

to align the Group’s interests with those of shareholders.

Setting and monitoring our ‘risk appetite’

The Group’s overarching risk appetite is set in the context that we

focus on a single market, that of central London, operating out of

a single head office within close proximity to all of our activities.

Central London’s real estate markets have historically been

highly cyclical and, as a result, we apply a disciplined approach

to our capital allocation and managing our operational risk,

in particular our development exposure, in tune with prevailing

market conditions. Furthermore, we aim to operate with low

financial risk by maintaining conservative financial leverage.

Further details regarding our management of financial risks can

be found in Note 16 to the Financial Statements on page 172.

We use a suite of key operational parameters as an

important tool to set and then measure the Group’s risk

profile. These parameters consider, amongst other matters,

the Group’s size, financial gearing, interest and fixed charge

cover, level of speculative and total development exposure,

level of Flex exposure and single asset concentration risk.

These parameters are revisited annually as part of the

Board’s strategy review and are regularly reviewed at Board

meetings. We monitor the Group’s actual and forecast

position over a five-year period against these parameters.

We set a target risk position for each of our principal risks

to determine whether the net risk position of each principal

risk is within the Board’s risk appetite level, and to determine

any appropriate risk response.

Our risk culture and how we manage our risks

Our overarching risk management process comprises

four main stages, as summarised in the diagram below.

We believe that effective management of risk is based

14

2

3

Risk identification

– Identification and description of

significant and emerging risks that

could affect GPE’s key objectives

– Risks categorised with assignment

of accountabilities and executive

ownership of principal risks

Risk monitoring, reporting and escalation

– Risks documented, reported and monitored

on a regular basis by management,

Executive Committee, Audit Committee

and Board

– New risks and significant changes to

risk profiles escalated as appropriate

Risk assessment

– Potential impact and likelihood of

risk assessed using defined criteria

– Principal risks assessed on a gross,

net and target risk basis

Risk response

– Appropriate response determined

with reference to risk appetite

– Risk response may include Treat,

Transfer, Terminate or Tolerate

Communication

and

consultation

on a ‘top-down’ and ‘bottom-up’ approach with

appropriate controls and oversight, as outlined on page 75,

which include:

– our strategy setting process;

– the quality of our people and culture;

– established procedures and internal controls;

– policies for highlighting and controlling risks;

– oversight by the Board, Committees and management; and

– ongoing review of market conditions and the property cycle.

Moreover, risk management is an integral part of all our activities.

We consider risks and, more positively, where these might also

provide opportunities, as part of every business decision we make,

including how they would affect the achievement of our strategic

priorities and the long-term performance of our business.

Six-monthly assessment of principal and emerging

risks, opportunities and effectiveness of controls

As part of a robust assessment of the principal and emerging risks

facing the Group, at the half-year and year end, the Executive

Committee, Audit Committee and Board formally review the

Group’s principal and emerging risks, including those that would

threaten its business model, future performance, solvency

or liquidity and reputation. Importantly, part of this review

is the consideration of:

– the internal operational controls in place to mitigate

the principal risks, how key controls have operated in the

preceding six months and additional activities and

controls to further reduce risks where desirable, including

any instances where net risk assessments may exceed

the target risk position;

– consideration of any emerging risks and opportunities; and

– the Board’s ongoing monitoring of these risks.

Whilst emerging risks and opportunities are considered

as part of this formal six-monthly assessment, the Board

spends additional time at scheduled Board meetings on

‘blue sky’ thinking and consideration of possible emerging

risks. Executive Committee members are tasked to provide

a summary in their regular Board updates of the three areas

concerning and exciting them the most. We also ask our

functional Directors and Heads of Department the same

question to continually challenge ourselves as to how

we should evolve. Emerging risks are also considered by

the Board as part of its annual strategy review. Further

information on emerging risks can be found on page 77.

74 Great Portland Estates plc Annual Report 2024

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Board oversight of risk

Business risk

Nomination Committee Audit Committee

Board

Remuneration Committee

Operational Committee oversight

Weekly/Monthly

Development management

Portfolio management

Investment management

Financial management

Customer experience & relationships

Inclusion Committee

Quarterly

Health and safety

Development management review

Portfolio management review

Sustainability

Social impact

Executive Committee

High-level risk assessment

framework

Strict approval requirements

Extensive documentation

to support decisions

Formal policies and procedures

consistently applied

Defined performance indicators

with sensitivity analysis

External review of key

controls/internal audit

Observations from the

external auditor

Whistleblowing Policy

Focused market expertise

Open communication

Transparent disclosure

with stakeholders

Integrity in business conduct

Interests aligned with shareholders

Qualified and experienced

personnel with specific roles

Intense Development,

Portfolio Management, Leasing

and Customer Experience teams

Conservative attitude

to capital deployment

Analytical rigour

Investment return benchmarks

Debt leverage, covenant

compliance and liquidity limits

Regular review of business plans,

dashboard lead indicators

and operational parameters

Occupancy targets

Development appraisal parameters

Leasing objectives and

customer covenant testing

People and culture

guided by our values

Procedures and

internal controls

Policies for highlighting

and controlling risk

Strategic Report – Annual review

75Annual Report 2024 Great Portland Estates plc

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Our approach to risk continued

With volatile macro conditions across the global landscape,

the Board and the Audit Committee have overseen the

Company’s response to the challenging macro environment,

including persistently higher inflation and interest rates, which

have driven up property yields, and the UK entering a shallow

recession. This has included actions taken to mitigate risks but

also to position GPE to take advantage of the opportunities

arising from uncertain markets and the evolution of the

property cycle.

The Board and Audit Committee continue to monitor

macro-economic and political risks, including those risks

arising from Russia’s invasion of Ukraine, conflict in the Middle

East and other geopolitical tensions, along with their potential

impacts on the UK economy, our operations and London’s

attractiveness. Further details on market impacts can be

found in ‘Our markets’ on pages 21 and 22 and our viability

assessment on page 88.

Our principal risks remain largely unchanged from the prior

year when we took the opportunity to reframe, consolidate

and simplify several principal risks while reflecting the

increased emphasis of macro-economic uncertainty in the

risk landscape. Amongst other changes, this included the

introduction of a standalone ‘Adverse macro-economic

environment’ principal risk. We have since revised the

descriptions and assessments of some of our principal

risks to reflect how they evolved over the past 12 months.

Key changes include the following:

– our risk assessment of ‘Adverse macro-economic

environment’ increased at the half year. However, in view of

moderating inflation, anticipated interest rate cuts later in

2024 and stabilising yields, alongside improved sentiment,

rebased property valuations and healthy customer demand

(amidst a tightening supply of prime space and rising

rents), our assessment of macro-economic risks has now,

on balance, reduced back to a level comparable to where

it was 12 months ago. While macro-economic risks remain,

we believe that GPE is well positioned to take advantage

of accretive acquisition opportunities presented by

market conditions and the anticipated inflection in the

property cycle;

– amidst volatile macro-uncertainty, the need to ensure

the appeal of the London Stock Exchange to investors and

issuers has been the subject of much high profile discussion.

In this context, the risk of diminishing attractiveness of the

London Stock Exchange potentially limiting the availability

of capital has therefore been incorporated in our ‘Adverse

macro-economic environment’ risk;

– the ‘Poor capital allocation decisions and/or misreading

market conditions’ risk has been updated to expressly

reference the risk of our failing to read and respond to

the evolution of the property cycle. Our assessment of this

risk has reduced on balance due to increased gearing being

offset by less volatile market conditions, stabilising property

valuations, and rebased residual values increasing forecast

development returns. Market conditions are also expected

to present opportunities for GPE to purchase assets at

attractive pricing;

Likelihood

Low Medium High

Low HighMedium

Impact

Principal risk

1 Failure to meet customer needs

2 Climate change and decarbonisation

3 London attractiveness

4 Adverse macro-economic environment

5 Poor capital allocation decisions and/or misreading

market conditions

6 Failure to profitably deliver the development

and/or refurbishment programme

7 People

8 Health and safety

9 Cyber security and infrastructure failure

10 Failure to profitably deliver the Flex Strategy

Net risk heatmap

2

3

4

5

7

Net risk rating as assessed after existing controls and mitigation

1

Risk severity

MediumLow High

9

10

1

8

6

76 Great Portland Estates plc Annual Report 2024

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– as we progress the growth of our Flex business and

associated refurbishment activities, our ‘Failure to

profitably deliver the development programme’ risk

has been expanded to also capture the risk of our not

translating the growing refurbishment programme

into profitable schemes;

– our assessment of the ‘Failure to profitably deliver the

development and/or refurbishment programme’ risk has

reduced overall with the progress of our development

pipeline (planning now having been secured for our three

major HQ development schemes), construction costs

stabilising, expected interest rate cuts and re-based residual

land values supporting the profitability of developments.

The business is live to the increasingly challenging planning

environment which is a key consideration in acquisition

decisions and related appraisals; and

– the ‘Failure to profitably deliver the Flex Strategy’ risk

has also been updated to capture the risk that failing to

deliver our target Flex growth will impact the delivery of

the Flex strategy and our ability to generate appropriate

risk adjusted returns.

A description of the Group’s principal risks, and a summary

of the key controls and steps taken to mitigate those risks,

is shown on pages 78 to 87. The likelihood and impact of each

principal risk is assessed on a gross, net (taking account

of the Group’s existing controls and mitigations) and target

risk basis (to determine whether the net risk position is within

the Board’s appetite level). The net risk assessment for each

principal risk is shown on the heatmap on page 76.

The Board’s ongoing monitoring of the

Group’s principal risks and controls

Ongoing monitoring of our principal risks and controls

by the Board is undertaken through:

– relatively low levels of authority for transactions

requiring Board approval, with investment transactions

and development approvals requiring, amongst other

matters, consideration of the impact on financial

leverage, interest cover and portfolio risk/composition;

– the Executive Committee’s oversight of all day-to-day

significant decisions;

– the Chief Executive reporting on the market conditions

dashboard, operational parameters, sustainability

and digital, IT and innovation activities, as appropriate,

at each scheduled Board meeting;

– members of the Executive Committee regularly providing

a review of the development programme, occupational

markets and key property matters to the Board;

– the Chief Financial & Operating Officer reporting

on Group forecasts, including actual and prospective

leverage metrics, HR, Flex, customer experience,

marketing and social impact matters at scheduled

Board meetings;

– the Executive Director reporting on the customer

watch list and delinquencies, voids and vacancy rates,

health and safety matters and new business developments

at scheduled Board meetings;

– the Executive Directors communicating with the Board

on any significant market and operational matters

between Board meetings;

– senior managers attending the Board and Committee

meetings as appropriate to discuss specific risks

across the business, such as sustainability, health and

safety, regulatory, people and cyber risks, or relating

to transactions;

– the Audit Committee meeting with the valuers at least

twice a year to better understand market conditions

and challenge the assumptions underlying the

valuation; and

– the Audit Committee receiving internal audit reports

on key risk and control areas and observations from

the external auditor.

Board consideration of emerging risks

As explained on page 74, the Board regularly considers

emerging risks and opportunities which could impact

the business. Whilst risks relating to structural market changes

and short and medium-term climate change are considered

within our principal risks, we have also spent time discussing

emerging risks across a number of themes, examples of

which are set out below:

– technological advances including artificial intelligence,

the emergence of the metaverse and other disruptive

technologies could impact the quantum and nature of

demand for work space in central London. Failure to evolve

quickly enough could also result in the loss of customers

to competitors. Our Digital, Technology and Innovation

Strategy is designed to identify innovation opportunities

for GPE to enhance its offer and demand;

– the long-term impacts of climate change could impact

the ability to travel to, live, work and shop in central

London. Our approach to climate resilience is set out in our

Sustainability Statement of Intent, updated Roadmap to

Net Zero and Our Brief for Creating Sustainable Spaces;

– deglobalisation resulting from geopolitical tensions could

lead to recognised world centres becoming less relevant,

which could impact London’s status as a capital city and

global gateway. Geopolitical risks could restrict capital

flows, adversely impact investment markets and impact

the availability of materials, labour and energy security;

– changes to tax and economic policies given current

levels of government debt and/or as a consequence of

a general election in 2024 could result in increases in sales

taxes, stamp duty, business rates and corporation tax

and adversely impact the real estate market, occupier

demand and GPE returns; and

– increasing regulation, reporting and assurance requirements

could increase operational costs and constrain resources,

impacting returns.

Strategic Report – Annual review

77Annual Report 2024 Great Portland Estates plc

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Our approach to risk continued

How we manage principal risks and uncertainties

Principal risk Strategic priorities How we monitor and manage risk

Net risk movement

over the last 12 months Commentary

Failure to meet customer needs

We fail to identify and react

effectively to shifting patterns of

workspace use and/or understand

and provide spaces that meet quickly

evolving customer needs, including

potential longer-term structural

changes in working and/or retail

practices that change the level

and nature of demand for space

in central London. This could lead

to GPE failing to deliver space and

lease terms that customers want

and/or an inappropriate mix of Flex

versus traditional space, resulting in

poor investment returns, potentially

stranded assets and losing customers

to competitors.

1

Progress

sustainability

and innovation

agenda

2

Enhance

portfolio

through sales

and acquisitions

3

Deliver on our

Flex ambition

4

Embed our

Customer

First approach

5

Deliver and lease

the committed

schemes

6

Prepare

the pipeline

– HQ repositioning and Flex office strategy to meet evolving customer demand.

– Quarterly review of individual property business plans and the market

more generally.

– Portfolio Management, Leasing, Flex and Customer Experience quarterly

updates to the Executive Committee with reporting at scheduled

Board meetings.

– Board and management review of GPE’s flexible space offer across

the portfolio, including broadening our product offer.

– The Group’s in-house Customer Experience team has proactive engagement

with customers to understand their occupational needs and requirements

with a focus on retaining income, including through meetings and regular

customer surveys which help us track our Net Promoter Score. Includes

proactive communication with customers to manage the impacts of

building works and refurbishments.

– Cross-functional customer and building action plans are regularly reviewed

to align the customer strategy with customer needs.

– Programme of engagement for members of the Executive Committee to

meet with a selection of customers across the portfolio at least once a year.

– Working with potential customers to address their needs and aspirations

during design stages of projects. Board and management oversight of the

development and implementation of our Digital, Technology and Innovation

Strategy and related initiatives.

– Design (supported by a specialist fit-out team) and innovation activities

in the areas of sustainability, technology, wellbeing and experience.

– Customer First programme and strategy in place, with dedicated leadership,

relationship management and insights capabilities supported by our customer

relationship management system. Customer service proposition and

standards in place to ensure consistency when delivering the strategy.

– Board annual strategy review, including market updates received from

third parties.

– New ‘We value every customer’ corporate value adopted in the year to

reflect and reinforce our Customer First approach.

No change

With hybrid working here to stay, and customers having more choices about where they work, our spaces need to

provide compelling reasons to come into the office. With average office rents only c.5%–10% of a typical London

business’ salary cost, and the office environment a key tool in attracting and retaining talent, we anticipate that

competition for the very best spaces will remain healthy. We continue to witness a growing divergence between the

prospects of the best spaces versus the rest, and we believe this is set to widen further as customers seek out sustainable

and well designed, prime spaces, of which there is a marked shortage, particularly in the West End.

Our strategy of focusing on the best spaces, both through our development of large, best-in-class HQ buildings and

smaller fitted units, often with higher service levels, is underpinned by the need to meet the evolving demands of our

customers. To ensure we are delivering the spaces our customers want, we have continued to develop our Customer

First approach and embed this into our culture and across our business operations. This has included, amongst other

things, a refresh of our Fully Managed branding, the reorganisation and strengthening of our teams with new hires

and promotions, and the further roll out of our new customer service proposition and associated service standards

supported by our Customer Relationship Management System.

Reflecting how our Customer First approach is becoming entrenched in our culture, we also adopted a new GPE

Value in the year – ‘We value every customer’.

Testament to our approach, we had a good leasing year, completing 66 new leases and renewals, and securing

£22.5 million of rent at a 9.1% premium to March 2023 ERVs, whilst continuing the successful roll-out of our flexible

space offering.

We continue to design and innovate in the areas of sustainability, technology, wellbeing and service provision. During the

year, we expanded our flexible offerings in line with quickly evolving customer demand, including the further roll-out

of our Fully Managed offer. Together with planned acquisitions, we are aiming to expand our Flex office offering to

more than one million sq ft.

A close relationship with our customers is vital to our success. We were pleased by this year’s independent

customer satisfaction survey, which updated our understanding of how our customers view their buildings and the

services we provide. Our office Net Promoter Score remained high (albeit down from last year’s score) at +30.2,

significantly above the office industry average of +6.9.

Climate change and decarbonisation

The need to decarbonise our business

increases the cost of our activities

through the need to retro-fit buildings

to improve their sustainability

credentials (e.g. minimum energy

efficiency standards and building

ratings) and make them resilient to

the impact of climate change. This

also reduces our ability to redevelop

due to planning restrictions, increased

regulation (including additional

reporting obligations and costs)

and stakeholder expectations,

the increased cost of low carbon

technology/materials (including

utilisation of the circular economy)

and potentially the pricing of carbon.

Failure to meet the climate challenge

could impact our ability to raise

capital, deliver buildings, reduce

the demand for the buildings we

own, cause significant reputational

damage and result in exposure

to environmental activism and

potentially stranded assets.

1

Progress

sustainability

and innovation

agenda

2

Enhance

portfolio

through sales

and acquisitions

4

Embed our

Customer

First approach

6

Prepare

the pipeline

– Regular Board and Executive Committee review of Sustainability Policy

and response to climate risk.

– Sustainability Committee meets quarterly to consider strategy in

respect of climate change-related risks. Its Portfolio and Development

sub-committees meet regularly and report to the Sustainability

Committee on progress.

– Social Impact Committee meets quarterly to oversee the delivery

of our Social Impact Strategy.

– Dedicated Sustainability and Social Impact Director on the Executive

Committee supported by Sustainability Lead.

– Design Review meetings to review design brief for all buildings to ensure

that forthcoming sustainability risks are considered.

– Sustainable Spaces Brief and Sustainability Strategy in place with climate

resilience strategy.

– Updated Roadmap to Net Zero with challenging embodied carbon and

energy intensity targets. Decarbonisation Fund and internal carbon

price established to support initiatives including energy efficiency

retro-fitting in existing buildings.

– ESG-linked RCF and annual bonus measures to support delivery of

decarbonisation and reduction in energy consumption within the business.

– Programme of ESG investor engagement in place, with regular review

of reporting requirements and participation in investor indices.

– Steering group to assess, manage and monitor EPC risks across the

portfolio both to estimate compliance costs and to inform our buy,

hold and sell strategy and decisions.

– Participation in industry bodies to influence policy and drive innovation.

No change

With the built environment contributing approximately 40% of the UK’s carbon footprint and the climate change

debate being both a moral and economic imperative, particularly for our customers and other stakeholders, we have

been further expanding our sustainability commitments and activities. Our Statement of Intent ‘The Time is Now’

was launched in 2020. Since then, our approach and thinking has developed considerably. In our recently released

version 2.0, we set out our increased ambitions to reduce our carbon impacts and revised timelines in which to

achieve them.

For further details, see pages 39 to 43.

Our Sustainable Finance Framework governs our potential future debt issuance, with the aim of financing projects

that have a positive environmental and/or social impact. This builds on our ESG-linked revolving credit facility, which

includes targets to reduce embodied carbon from our new developments and major refurbishments and to improve

biodiversity across our portfolio. The rate of interest we pay on this facility depends on our performance against these

targets. Furthermore, sustainability targets have been included within the annual bonus scorecard of the whole GPE

team and are being used to assess levels of remuneration. Good progress has been made against the 2023/24 annual

targets, as set out on pages 17, 41, 43 and 130.

We continue to work to improve the number of our buildings rated for their sustainability credentials. The UK Government

has previously announced its intention that all buildings will require an Energy Performance Certificate (EPC) rating

of B or above by 2030. As a result, we have created individual asset plans to proactively improve our EPC ratings to meet

government and broader stakeholder expectations, to assess potential exposures and inform our hold/sell strategies.

We expect the sustainability challenge to provide us with potential opportunities to acquire orphaned assets

needing a sustainability solution.

78 Great Portland Estates plc Annual Report 2024

![]()

Principal risk Strategic priorities How we monitor and manage risk

Net risk movement

over the last 12 months Commentary

Failure to meet customer needs

We fail to identify and react

effectively to shifting patterns of

workspace use and/or understand

and provide spaces that meet quickly

evolving customer needs, including

potential longer-term structural

changes in working and/or retail

practices that change the level

and nature of demand for space

in central London. This could lead

to GPE failing to deliver space and

lease terms that customers want

and/or an inappropriate mix of Flex

versus traditional space, resulting in

poor investment returns, potentially

stranded assets and losing customers

to competitors.

1

Progress

sustainability

and innovation

agenda

2

Enhance

portfolio

through sales

and acquisitions

3

Deliver on our

Flex ambition

4

Embed our

Customer

First approach

5

Deliver and lease

the committed

schemes

6

Prepare

the pipeline

– HQ repositioning and Flex office strategy to meet evolving customer demand.

– Quarterly review of individual property business plans and the market

more generally.

– Portfolio Management, Leasing, Flex and Customer Experience quarterly

updates to the Executive Committee with reporting at scheduled

Board meetings.

– Board and management review of GPE’s flexible space offer across

the portfolio, including broadening our product offer.

– The Group’s in-house Customer Experience team has proactive engagement

with customers to understand their occupational needs and requirements

with a focus on retaining income, including through meetings and regular

customer surveys which help us track our Net Promoter Score. Includes

proactive communication with customers to manage the impacts of

building works and refurbishments.

– Cross-functional customer and building action plans are regularly reviewed

to align the customer strategy with customer needs.

– Programme of engagement for members of the Executive Committee to

meet with a selection of customers across the portfolio at least once a year.

– Working with potential customers to address their needs and aspirations

during design stages of projects. Board and management oversight of the

development and implementation of our Digital, Technology and Innovation

Strategy and related initiatives.

– Design (supported by a specialist fit-out team) and innovation activities

in the areas of sustainability, technology, wellbeing and experience.

– Customer First programme and strategy in place, with dedicated leadership,

relationship management and insights capabilities supported by our customer

relationship management system. Customer service proposition and

standards in place to ensure consistency when delivering the strategy.

– Board annual strategy review, including market updates received from

third parties.

– New ‘We value every customer’ corporate value adopted in the year to

reflect and reinforce our Customer First approach.

No change

With hybrid working here to stay, and customers having more choices about where they work, our spaces need to

provide compelling reasons to come into the office. With average office rents only c.5%–10% of a typical London

business’ salary cost, and the office environment a key tool in attracting and retaining talent, we anticipate that

competition for the very best spaces will remain healthy. We continue to witness a growing divergence between the

prospects of the best spaces versus the rest, and we believe this is set to widen further as customers seek out sustainable

and well designed, prime spaces, of which there is a marked shortage, particularly in the West End.

Our strategy of focusing on the best spaces, both through our development of large, best-in-class HQ buildings and

smaller fitted units, often with higher service levels, is underpinned by the need to meet the evolving demands of our

customers. To ensure we are delivering the spaces our customers want, we have continued to develop our Customer

First approach and embed this into our culture and across our business operations. This has included, amongst other

things, a refresh of our Fully Managed branding, the reorganisation and strengthening of our teams with new hires

and promotions, and the further roll out of our new customer service proposition and associated service standards

supported by our Customer Relationship Management System.

Reflecting how our Customer First approach is becoming entrenched in our culture, we also adopted a new GPE

Value in the year – ‘We value every customer’.

Testament to our approach, we had a good leasing year, completing 66 new leases and renewals, and securing

£22.5 million of rent at a 9.1% premium to March 2023 ERVs, whilst continuing the successful roll-out of our flexible

space offering.

We continue to design and innovate in the areas of sustainability, technology, wellbeing and service provision. During the

year, we expanded our flexible offerings in line with quickly evolving customer demand, including the further roll-out

of our Fully Managed offer. Together with planned acquisitions, we are aiming to expand our Flex office offering to

more than one million sq ft.

A close relationship with our customers is vital to our success. We were pleased by this year’s independent

customer satisfaction survey, which updated our understanding of how our customers view their buildings and the

services we provide. Our office Net Promoter Score remained high (albeit down from last year’s score) at +30.2,

significantly above the office industry average of +6.9.

Climate change and decarbonisation

The need to decarbonise our business

increases the cost of our activities

through the need to retro-fit buildings

to improve their sustainability

credentials (e.g. minimum energy

efficiency standards and building

ratings) and make them resilient to

the impact of climate change. This

also reduces our ability to redevelop

due to planning restrictions, increased

regulation (including additional

reporting obligations and costs)

and stakeholder expectations,

the increased cost of low carbon

technology/materials (including

utilisation of the circular economy)

and potentially the pricing of carbon.

Failure to meet the climate challenge

could impact our ability to raise

capital, deliver buildings, reduce

the demand for the buildings we

own, cause significant reputational

damage and result in exposure

to environmental activism and

potentially stranded assets.

1

Progress

sustainability

and innovation

agenda

2

Enhance

portfolio

through sales

and acquisitions

4

Embed our

Customer

First approach

6

Prepare

the pipeline

– Regular Board and Executive Committee review of Sustainability Policy

and response to climate risk.

– Sustainability Committee meets quarterly to consider strategy in

respect of climate change-related risks. Its Portfolio and Development

sub-committees meet regularly and report to the Sustainability

Committee on progress.

– Social Impact Committee meets quarterly to oversee the delivery

of our Social Impact Strategy.

– Dedicated Sustainability and Social Impact Director on the Executive

Committee supported by Sustainability Lead.

– Design Review meetings to review design brief for all buildings to ensure

that forthcoming sustainability risks are considered.

– Sustainable Spaces Brief and Sustainability Strategy in place with climate

resilience strategy.

– Updated Roadmap to Net Zero with challenging embodied carbon and

energy intensity targets. Decarbonisation Fund and internal carbon

price established to support initiatives including energy efficiency

retro-fitting in existing buildings.

– ESG-linked RCF and annual bonus measures to support delivery of

decarbonisation and reduction in energy consumption within the business.

– Programme of ESG investor engagement in place, with regular review

of reporting requirements and participation in investor indices.

– Steering group to assess, manage and monitor EPC risks across the

portfolio both to estimate compliance costs and to inform our buy,

hold and sell strategy and decisions.

– Participation in industry bodies to influence policy and drive innovation.

No change

With the built environment contributing approximately 40% of the UK’s carbon footprint and the climate change

debate being both a moral and economic imperative, particularly for our customers and other stakeholders, we have

been further expanding our sustainability commitments and activities. Our Statement of Intent ‘The Time is Now’

was launched in 2020. Since then, our approach and thinking has developed considerably. In our recently released

version 2.0, we set out our increased ambitions to reduce our carbon impacts and revised timelines in which to

achieve them.

For further details, see pages 39 to 43.

Our Sustainable Finance Framework governs our potential future debt issuance, with the aim of financing projects

that have a positive environmental and/or social impact. This builds on our ESG-linked revolving credit facility, which

includes targets to reduce embodied carbon from our new developments and major refurbishments and to improve

biodiversity across our portfolio. The rate of interest we pay on this facility depends on our performance against these

targets. Furthermore, sustainability targets have been included within the annual bonus scorecard of the whole GPE

team and are being used to assess levels of remuneration. Good progress has been made against the 2023/24 annual

targets, as set out on pages 17, 41, 43 and 130.

We continue to work to improve the number of our buildings rated for their sustainability credentials. The UK Government

has previously announced its intention that all buildings will require an Energy Performance Certificate (EPC) rating

of B or above by 2030. As a result, we have created individual asset plans to proactively improve our EPC ratings to meet

government and broader stakeholder expectations, to assess potential exposures and inform our hold/sell strategies.

We expect the sustainability challenge to provide us with potential opportunities to acquire orphaned assets

needing a sustainability solution.

Strategic Report – Annual review

79Annual Report 2024 Great Portland Estates plc

![]()

Our approach to risk continued

How we manage principal risks and uncertainties continued

Principal risk Strategic priorities How we monitor and manage risk

Net risk movement

over the last 12 months Commentary

London attractiveness

London’s appeal may be impacted by

reduced appetite to travel to, work

and shop in London due to changes in

working patterns, changes in government

policies or political instability, the rise of

alternative destinations for international

trade, the impact of civil unrest, terrorism,

a pandemic, the impact of long-term

climate change (including risk of flooding),

disruption to energy supplies and/or the

relative expense of operating in London.

This results in reduced international capital

flows into London, leading to a lack of

investment and/or capital flight (including

diminished appeal of the London Stock

Exchange), lower leasing demand and

elevated vacancy, decreasing income,

asset values and development viability.

2

Enhance

portfolio

through sales

and acquisitions

3

Deliver on our

Flex ambition

4

Embed our

Customer

First approach

5

Deliver and lease

the committed

schemes

6

Prepare

the pipeline

– Board annual strategy review with regular economic and market

updates received from third parties.

– Strategic financial forecasts are updated prior to each Board meeting

with scenario planning for different economic cycles and eventualities.

– Regular review of strategic priorities and transactions in light of the

Group’s dashboard of lead indicators and operational parameters.

– Key London indicators are monitored to help inform GPE’s view of

London’s economy.

– The impacts of international trading relationships, supply chain disruption

and geopolitical issues continue to be monitored and reported to the

Executive Committee and Board.

– Active participation in industry groups to promote London.

– Business Continuity Plan in place to manage our response to a major

incident or disruption.

No change

London generates around a quarter of UK GDP and is one of the world’s leading commercial, creative and financial

centres, with a deep pool of talent. It has one of the world’s largest commercial real estate markets, with around

440 million sq ft of office and retail property attracting a deep and diverse mix of customers and property investors,

many from overseas. London remains one of the leading global destinations for real estate investment due to its

combination of relative value, strong legal system, time zone advantages, international connectivity and a welcoming

attitude to global businesses.

Factors such as the impact of geopolitical tensions, supply chain disruption, lower GDP forecasts, inflationary pressures,

elevated interest rates and rising costs of living have weighed on sentiment and impacted activity in our investment

markets. However, London is resilient, our leasing activity remains robust and West End footfall and tourism has returned

to near pre-pandemic levels. Central London is busy and office workers have returned, with hybrid working now

the norm. With the macro-economic environment anticipated to improve during 2024, we believe that London’s

attraction as a global cultural and business centre is undiminished.

Adverse macro-economic environment

Adverse macro-economic conditions

driven by events such as geopolitical

tensions (including conflicts in the Ukraine

and Middle East), UK political instability

or government policy and supply chain

disruption result in weakened UK GDP

growth and recession. Elevated inflation

(including energy prices), persistently

higher interest rates and reduced

consumer spending impair investor and

occupier demand, increase customer

and supplier failure, limit the availability

and increase the costs of debt financing,

curtail income and reduce asset values

and returns. As a result, GPE’s financial

leverage increases and potentially results

in limited availability of capital (including

the reduced attractiveness of the London

Stock Exchange) and/or a breach of our

banking covenants.

2

Enhance

portfolio

through sales

and acquisitions

3

Deliver on our

Flex ambition

4

Embed our

Customer

First approach

5

Deliver and lease

the committed

schemes

6

Prepare

the pipeline

– Regular review of financing and capital structure, including gearing levels,

by the Chief Financial & Operating Officer and Executive Committee.

– Board annual strategy review including regular economic and market

updates received from third parties.

– Strategic financial forecasts are updated prior to each scheduled

Board meeting with scenario planning for different economic cycles

and eventualities.

– Regular review of strategic priorities and transactions in light of the

Group’s dashboard of lead indicators and operational parameters.

– Regular review of current and forecast debt, hedging levels and

financing ratios under various market scenarios.

– The Group aims to maintain a consistent policy of conservative

financial leverage.

– Proactive balance sheet management.

– Investor relations programme, with regular broker consultation,

to build a supportive base in the event of future fundraisings.

– The Group’s funding measures are diversified across a range of bank

and bond markets. Sustainable Finance Framework in place for

future debt issuances. During the year, the Group secured a new

£250 million term loan and £200 million backstop facility.

– Selection of customers, contractors and suppliers based on

creditworthiness and close monitoring of rent and service charge

collection rates.

No change

Our markets remained challenging over the course of the financial year. However, inflation has moderated, interest rate

cuts are anticipated over the course of 2024 and we believe yields are stabilising. This, alongside improved sentiment,

rebased property valuations and healthy customer demand amidst a tightening supply of prime space and rising

rents, has resulted in our assessment of macro-economic risks being comparable to where it was 12 months ago.

Given this backdrop, our property values reduced by 12.1%, on a like-for-like basis, over the year driven by the impact of

elevated interest rates on property yields. Whilst values were down, GPE delivered a strong leasing year and our portfolio

ERVs continued to grow, up 3.8% in the year, reflecting the continued shortage of high quality space across our markets.

Over the long term, real estate markets have historically been cyclical, and London has been no exception to this.

As a result, we have consistently adopted a conservative approach to financial leverage. As at 31 March 2024,

our property LTV was 32.6%, net gearing was 46.8% and interest cover was 3.7 times. Accordingly, we have substantial

headroom above our Group debt covenants. We estimate property values could fall around 34% before Group

debt covenants could be endangered, even before factoring in mitigating management actions. The Group also

has significant financial capacity with liquidity of £633 million (including joint ventures), comprising unrestricted

cash of £30.4 million and undrawn committed credit facilities of £603.0 million.

While macro-economic risks remain, we believe that GPE is well positioned to take advantage of accretive acquisition

opportunities presented by market conditions and the anticipated inflection in the property cycle.

80 Great Portland Estates plc Annual Report 2024

![]()

Principal risk Strategic priorities How we monitor and manage risk

Net risk movement

over the last 12 months Commentary

London attractiveness

London’s appeal may be impacted by

reduced appetite to travel to, work

and shop in London due to changes in

working patterns, changes in government

policies or political instability, the rise of

alternative destinations for international

trade, the impact of civil unrest, terrorism,

a pandemic, the impact of long-term

climate change (including risk of flooding),

disruption to energy supplies and/or the

relative expense of operating in London.

This results in reduced international capital

flows into London, leading to a lack of

investment and/or capital flight (including

diminished appeal of the London Stock

Exchange), lower leasing demand and

elevated vacancy, decreasing income,

asset values and development viability.

2

Enhance

portfolio

through sales

and acquisitions

3

Deliver on our

Flex ambition

4

Embed our

Customer

First approach

5

Deliver and lease

the committed

schemes

6

Prepare

the pipeline

– Board annual strategy review with regular economic and market

updates received from third parties.

– Strategic financial forecasts are updated prior to each Board meeting

with scenario planning for different economic cycles and eventualities.

– Regular review of strategic priorities and transactions in light of the

Group’s dashboard of lead indicators and operational parameters.

– Key London indicators are monitored to help inform GPE’s view of

London’s economy.

– The impacts of international trading relationships, supply chain disruption

and geopolitical issues continue to be monitored and reported to the

Executive Committee and Board.

– Active participation in industry groups to promote London.

– Business Continuity Plan in place to manage our response to a major

incident or disruption.

No change

London generates around a quarter of UK GDP and is one of the world’s leading commercial, creative and financial

centres, with a deep pool of talent. It has one of the world’s largest commercial real estate markets, with around

440 million sq ft of office and retail property attracting a deep and diverse mix of customers and property investors,

many from overseas. London remains one of the leading global destinations for real estate investment due to its

combination of relative value, strong legal system, time zone advantages, international connectivity and a welcoming

attitude to global businesses.

Factors such as the impact of geopolitical tensions, supply chain disruption, lower GDP forecasts, inflationary pressures,

elevated interest rates and rising costs of living have weighed on sentiment and impacted activity in our investment

markets. However, London is resilient, our leasing activity remains robust and West End footfall and tourism has returned

to near pre-pandemic levels. Central London is busy and office workers have returned, with hybrid working now

the norm. With the macro-economic environment anticipated to improve during 2024, we believe that London’s

attraction as a global cultural and business centre is undiminished.

Adverse macro-economic environment

Adverse macro-economic conditions

driven by events such as geopolitical

tensions (including conflicts in the Ukraine

and Middle East), UK political instability

or government policy and supply chain

disruption result in weakened UK GDP

growth and recession. Elevated inflation

(including energy prices), persistently

higher interest rates and reduced

consumer spending impair investor and

occupier demand, increase customer

and supplier failure, limit the availability

and increase the costs of debt financing,

curtail income and reduce asset values

and returns. As a result, GPE’s financial

leverage increases and potentially results

in limited availability of capital (including

the reduced attractiveness of the London

Stock Exchange) and/or a breach of our

banking covenants.

2

Enhance

portfolio

through sales

and acquisitions

3

Deliver on our

Flex ambition

4

Embed our

Customer

First approach

5

Deliver and lease

the committed

schemes

6

Prepare

the pipeline

– Regular review of financing and capital structure, including gearing levels,

by the Chief Financial & Operating Officer and Executive Committee.

– Board annual strategy review including regular economic and market

updates received from third parties.

– Strategic financial forecasts are updated prior to each scheduled

Board meeting with scenario planning for different economic cycles

and eventualities.

– Regular review of strategic priorities and transactions in light of the

Group’s dashboard of lead indicators and operational parameters.

– Regular review of current and forecast debt, hedging levels and

financing ratios under various market scenarios.

– The Group aims to maintain a consistent policy of conservative

financial leverage.

– Proactive balance sheet management.

– Investor relations programme, with regular broker consultation,

to build a supportive base in the event of future fundraisings.

– The Group’s funding measures are diversified across a range of bank

and bond markets. Sustainable Finance Framework in place for

future debt issuances. During the year, the Group secured a new

£250 million term loan and £200 million backstop facility.

– Selection of customers, contractors and suppliers based on

creditworthiness and close monitoring of rent and service charge

collection rates.

No change

Our markets remained challenging over the course of the financial year. However, inflation has moderated, interest rate

cuts are anticipated over the course of 2024 and we believe yields are stabilising. This, alongside improved sentiment,

rebased property valuations and healthy customer demand amidst a tightening supply of prime space and rising

rents, has resulted in our assessment of macro-economic risks being comparable to where it was 12 months ago.

Given this backdrop, our property values reduced by 12.1%, on a like-for-like basis, over the year driven by the impact of

elevated interest rates on property yields. Whilst values were down, GPE delivered a strong leasing year and our portfolio

ERVs continued to grow, up 3.8% in the year, reflecting the continued shortage of high quality space across our markets.

Over the long term, real estate markets have historically been cyclical, and London has been no exception to this.

As a result, we have consistently adopted a conservative approach to financial leverage. As at 31 March 2024,

our property LTV was 32.6%, net gearing was 46.8% and interest cover was 3.7 times. Accordingly, we have substantial

headroom above our Group debt covenants. We estimate property values could fall around 34% before Group

debt covenants could be endangered, even before factoring in mitigating management actions. The Group also

has significant financial capacity with liquidity of £633 million (including joint ventures), comprising unrestricted

cash of £30.4 million and undrawn committed credit facilities of £603.0 million.

While macro-economic risks remain, we believe that GPE is well positioned to take advantage of accretive acquisition

opportunities presented by market conditions and the anticipated inflection in the property cycle.

Strategic Report – Annual review

81Annual Report 2024 Great Portland Estates plc

![]()

Our approach to risk continued

How we manage principal risks and uncertainties continued

Principal risk Strategic priorities How we monitor and manage risk

Net risk movement

over the last 12 months Commentary

Poor capital allocation decisions and/or misreading market conditions

We make poor decisions regarding

the allocation of capital and/or fail

to adequately read the property cycle

or market conditions (including global

investor appetite for commercial

real estate and offices) such that our

leasing, buying, selling or development

activities deliver inadequate investment

returns, restrict our ability to finance

our operations or result in inappropriate

asset concentration, building mix and/

or level of development undertaken

as a percentage of the portfolio.

1

Progress

sustainability

and innovation

agenda

2

Enhance

portfolio

through sales

and acquisitions

3

Deliver on our

Flex ambition

4

Embed our

Customer

First approach

5

Deliver and lease

the committed

schemes

6

Prepare

the pipeline

– Board annual strategy review including regular economic and market

updates received from third parties.

– Strategy review forecast on an asset-by-asset basis to provide a business

plan for each individual property which is subsequently reviewed against

the performance of the business as a whole.

– Strategic financial forecasts are updated prior to each scheduled

Board meeting with scenario planning for different economic cycles.

– Regular reviews conducted of individual property IRRs, including quarterly

review of individual property dashboards, and market generally. Quarterly

review of asset-by-asset business plans to assess future performance

and to inform hold/sell decision making.

– Weekly investment meetings held and regular dialogue maintained with

key intermediaries.

– Portfolio Management, Flex, Customer Experience, Development and

Leasing quarterly updates to the Executive Committee with reporting

at scheduled Board meetings.

– Regular review of property cycle by reference to a dashboard

of lead indicators.

– Dedicated in-house team with remit to research submarkets in central

London, seeking the right balance between investment and development

opportunities for both current and prospective market conditions.

– Detailed due diligence processes for all prospective acquisitions/capital

expenditure to help ensure appropriate returns. Key decisions are subject

to Board and/or Executive Committee approval in line with the Group’s

delegated authorities.

Decreased

During the year, we committed to the development of Minerva House, SE1 and French Railways House & 50 Jermyn

Street, SW1. We are also on-site at four Flex refurbishment schemes which are anticipated to deliver 145,000 sq ft of

Fully Managed space. In total, our HQ development and Flex capex programme provides a strong platform for organic

growth. Together, our seven on-site schemes will deliver 678,300 sq ft of well designed, tech-enabled and sustainable

space into a market where prospective supply is increasingly limited. Moreover, with around £120 million of anticipated

development surplus to come from these schemes, they will provide a strong foundation to the Group’s growth in the

coming years.

We continue to assess potential HQ development and Flex acquisition opportunities across central London and regularly

review the forward-look performance of our portfolio to maximise returns. During the year, we acquired £122.9 million

of new opportunities, including 141 Wardour Street, W1 and the Soho Square Estate, W1. More recently, we exchanged

contracts to acquire the long leasehold interest at The Courtyard, WC1.

Our assessment of this risk has reduced on balance with increased gearing being offset by volatile market conditions,

stabilising property valuations and rebased residual values increasing forecast development returns. Market conditions

are also expected to present opportunities for GPE to purchase assets at attractive pricing. With the return of the

property cycle, the Board remains focused on the acquisition pipeline and ensuring GPE is well positioned to take

advantage of accretive acquisitions.

Failure to profitably deliver the development and/or refurbishment programme

We fail to translate the development

and/or refurbishment pipeline and

current committed schemes into

profitable schemes. This may result from

poor scheme management (including of

supply chain disruption, the impacts of

inflation or adverse yield movements),

an increasingly challenging planning

and regulatory environment, failure

to agree acceptable terms with

freeholders/adjoining owners/other

stakeholders, poor timing of activity

and/or inappropriate products for an

evolving market and customer needs

(including sustainability expectations).

This results in reduced development

and/or refurbishment activity, weak

leasing performance, reputational

damage and reducing property returns.

1

Progress

sustainability

and innovation

agenda

2

Enhance

portfolio

through sales

and acquisitions

4

Embed our

Customer

First approach

5

Deliver and lease

the committed

schemes

6

Prepare

the pipeline

– Strategic financial forecasts are updated prior to each scheduled

Board meeting with scenario planning for different economic cycles.

– Development management quarterly updates to the Executive Committee

with reporting to each scheduled Board meeting.

– Regular review of portfolio mix and asset concentration. Adjustment

of the portfolio as appropriate through undertaking acquisitions and/or

development projects in joint venture or forward funding.

– Regular meetings with key cost advisers, main contractors and subcontractors

to monitor market conditions. Procurement routes and when to fix prices kept

under close review.

– Prior to committing to a scheme, the Group conducts a detailed financial and

operational appraisal process which evaluates the expected returns from a

scheme in light of likely risks. During the course of a scheme, the actual costs

and estimated returns are regularly monitored to signpost prompt decisions

on project management, leasing and ownership.

– Regular pipeline review meetings between the Development and Portfolio

Management teams and quarterly asset review sessions.

– Selection of contractors and suppliers based on their track record of delivery

and creditworthiness, corporate responsibility and sustainability credentials.

– Post-completion reviews undertaken through Final Appraisal process on

all developments to identify best practice and areas for improvement.

– Regular, proactive engagement with key stakeholders: working closely with

agents, potential customers, and purchasers to identify and address their

needs and aspirations, including in respect of safety, sustainability, wellbeing

and technology during the planning application and design stages; regular

meetings with local authorities, planning officers and experienced planning

advisers; early engagement with local residents and community groups,

adjoining owners and freeholders.

– Design Review meetings to review design briefs for all buildings

for sustainability considerations. All our major developments are subject

to an appropriate sustainability rating requirement.

– Regular review of the prospective performance of individual assets

and their business plans with joint venture partners.

Decreased

During the year, our assessment of the ‘Failure to profitably deliver the development and/or refurbishment programme’

risk has reduced overall with the progress of our development pipeline (planning now secured for our three major HQ

development schemes), construction costs stabilising, expected interest rate cuts and re-based residual land values

supporting the profitability of developments. The business is live to the increasingly challenging planning environment

which is a key consideration in acquisition decisions and related appraisals.

Our seven on-site schemes, three HQ developments and four Flex refurbishments will deliver 678,000 sq ft of well designed,

tech-enabled and sustainable space into a market where prospective supply is increasingly limited. Moreover, we

have around £120 million of anticipated development surplus to come from these schemes.

To successfully deliver our developments, we work closely with both local authorities and communities to secure

planning consents to create great new sustainable spaces, helping London to thrive. We aim to engage with local

authorities in an open, transparent and non-adversarial manner. Furthermore, in line with our Social Impact Strategy,

as a matter of course, we liaise with community stakeholders to understand their needs and, where possible, we will

adjust our proposals to take account of comments received. We use planning performance agreements with the

local planning authority to ensure that our planning applications are determined in a timely manner.

With planning permissions in place for Minerva House, SE1, French Railways House & 50 Jermyn Street, SW1

and 2 Aldermanbury Square, EC2, we are now progressing on-site for these schemes.

The planning environment remains challenging, especially for new build development schemes, where there is an

increasing preference for ‘retrofit first’. Sustainability is becoming ever more important in the planning process with

key local authorities declaring climate emergencies. As such, we will look to work with them to support their principles

of ‘good growth’ and continue to evolve our strategies for reducing the carbon footprint of our development activities,

including through the use of the circular economy.

At New City Court, SE1, following an appeal for non-determination, in September 2023, we received confirmation that the

Planning Inspector’s report recommended the planning applications were refused and the Secretary of State agreed with

its conclusions. As a result of the planning decision, we are exploring the opportunity to reuse and extend the existing

building, combining Fully Managed and Ready to Fit spaces, to create a renewed building with exemplary sustainability

credentials, amenity provision, flexible spaces and far-reaching views from large, landscaped roof terraces.

82 Great Portland Estates plc Annual Report 2024

![]()

Principal risk Strategic priorities How we monitor and manage risk

Net risk movement

over the last 12 months Commentary

Poor capital allocation decisions and/or misreading market conditions

We make poor decisions regarding

the allocation of capital and/or fail

to adequately read the property cycle

or market conditions (including global

investor appetite for commercial

real estate and offices) such that our

leasing, buying, selling or development

activities deliver inadequate investment

returns, restrict our ability to finance

our operations or result in inappropriate

asset concentration, building mix and/

or level of development undertaken

as a percentage of the portfolio.

1

Progress

sustainability

and innovation

agenda

2

Enhance

portfolio

through sales

and acquisitions

3

Deliver on our

Flex ambition

4

Embed our

Customer

First approach

5

Deliver and lease

the committed

schemes

6

Prepare

the pipeline

– Board annual strategy review including regular economic and market

updates received from third parties.

– Strategy review forecast on an asset-by-asset basis to provide a business

plan for each individual property which is subsequently reviewed against

the performance of the business as a whole.

– Strategic financial forecasts are updated prior to each scheduled

Board meeting with scenario planning for different economic cycles.

– Regular reviews conducted of individual property IRRs, including quarterly

review of individual property dashboards, and market generally. Quarterly

review of asset-by-asset business plans to assess future performance

and to inform hold/sell decision making.

– Weekly investment meetings held and regular dialogue maintained with

key intermediaries.

– Portfolio Management, Flex, Customer Experience, Development and

Leasing quarterly updates to the Executive Committee with reporting

at scheduled Board meetings.

– Regular review of property cycle by reference to a dashboard

of lead indicators.

– Dedicated in-house team with remit to research submarkets in central

London, seeking the right balance between investment and development

opportunities for both current and prospective market conditions.

– Detailed due diligence processes for all prospective acquisitions/capital

expenditure to help ensure appropriate returns. Key decisions are subject

to Board and/or Executive Committee approval in line with the Group’s

delegated authorities.

Decreased

During the year, we committed to the development of Minerva House, SE1 and French Railways House & 50 Jermyn

Street, SW1. We are also on-site at four Flex refurbishment schemes which are anticipated to deliver 145,000 sq ft of

Fully Managed space. In total, our HQ development and Flex capex programme provides a strong platform for organic

growth. Together, our seven on-site schemes will deliver 678,300 sq ft of well designed, tech-enabled and sustainable

space into a market where prospective supply is increasingly limited. Moreover, with around £120 million of anticipated

development surplus to come from these schemes, they will provide a strong foundation to the Group’s growth in the

coming years.

We continue to assess potential HQ development and Flex acquisition opportunities across central London and regularly

review the forward-look performance of our portfolio to maximise returns. During the year, we acquired £122.9 million

of new opportunities, including 141 Wardour Street, W1 and the Soho Square Estate, W1. More recently, we exchanged

contracts to acquire the long leasehold interest at The Courtyard, WC1.

Our assessment of this risk has reduced on balance with increased gearing being offset by volatile market conditions,

stabilising property valuations and rebased residual values increasing forecast development returns. Market conditions

are also expected to present opportunities for GPE to purchase assets at attractive pricing. With the return of the

property cycle, the Board remains focused on the acquisition pipeline and ensuring GPE is well positioned to take

advantage of accretive acquisitions.

Failure to profitably deliver the development and/or refurbishment programme

We fail to translate the development

and/or refurbishment pipeline and

current committed schemes into

profitable schemes. This may result from

poor scheme management (including of

supply chain disruption, the impacts of

inflation or adverse yield movements),

an increasingly challenging planning

and regulatory environment, failure

to agree acceptable terms with

freeholders/adjoining owners/other

stakeholders, poor timing of activity

and/or inappropriate products for an

evolving market and customer needs

(including sustainability expectations).

This results in reduced development

and/or refurbishment activity, weak

leasing performance, reputational

damage and reducing property returns.

1

Progress

sustainability

and innovation

agenda

2

Enhance

portfolio

through sales

and acquisitions

4

Embed our

Customer

First approach

5

Deliver and lease

the committed

schemes

6

Prepare

the pipeline

– Strategic financial forecasts are updated prior to each scheduled

Board meeting with scenario planning for different economic cycles.

– Development management quarterly updates to the Executive Committee

with reporting to each scheduled Board meeting.

– Regular review of portfolio mix and asset concentration. Adjustment

of the portfolio as appropriate through undertaking acquisitions and/or

development projects in joint venture or forward funding.

– Regular meetings with key cost advisers, main contractors and subcontractors

to monitor market conditions. Procurement routes and when to fix prices kept

under close review.

– Prior to committing to a scheme, the Group conducts a detailed financial and

operational appraisal process which evaluates the expected returns from a

scheme in light of likely risks. During the course of a scheme, the actual costs

and estimated returns are regularly monitored to signpost prompt decisions

on project management, leasing and ownership.

– Regular pipeline review meetings between the Development and Portfolio

Management teams and quarterly asset review sessions.

– Selection of contractors and suppliers based on their track record of delivery

and creditworthiness, corporate responsibility and sustainability credentials.

– Post-completion reviews undertaken through Final Appraisal process on

all developments to identify best practice and areas for improvement.

– Regular, proactive engagement with key stakeholders: working closely with

agents, potential customers, and purchasers to identify and address their

needs and aspirations, including in respect of safety, sustainability, wellbeing

and technology during the planning application and design stages; regular

meetings with local authorities, planning officers and experienced planning

advisers; early engagement with local residents and community groups,

adjoining owners and freeholders.

– Design Review meetings to review design briefs for all buildings

for sustainability considerations. All our major developments are subject

to an appropriate sustainability rating requirement.

– Regular review of the prospective performance of individual assets

and their business plans with joint venture partners.

Decreased

During the year, our assessment of the ‘Failure to profitably deliver the development and/or refurbishment programme’

risk has reduced overall with the progress of our development pipeline (planning now secured for our three major HQ

development schemes), construction costs stabilising, expected interest rate cuts and re-based residual land values

supporting the profitability of developments. The business is live to the increasingly challenging planning environment

which is a key consideration in acquisition decisions and related appraisals.

Our seven on-site schemes, three HQ developments and four Flex refurbishments will deliver 678,000 sq ft of well designed,

tech-enabled and sustainable space into a market where prospective supply is increasingly limited. Moreover, we

have around £120 million of anticipated development surplus to come from these schemes.

To successfully deliver our developments, we work closely with both local authorities and communities to secure

planning consents to create great new sustainable spaces, helping London to thrive. We aim to engage with local

authorities in an open, transparent and non-adversarial manner. Furthermore, in line with our Social Impact Strategy,

as a matter of course, we liaise with community stakeholders to understand their needs and, where possible, we will

adjust our proposals to take account of comments received. We use planning performance agreements with the

local planning authority to ensure that our planning applications are determined in a timely manner.

With planning permissions in place for Minerva House, SE1, French Railways House & 50 Jermyn Street, SW1

and 2 Aldermanbury Square, EC2, we are now progressing on-site for these schemes.

The planning environment remains challenging, especially for new build development schemes, where there is an

increasing preference for ‘retrofit first’. Sustainability is becoming ever more important in the planning process with

key local authorities declaring climate emergencies. As such, we will look to work with them to support their principles

of ‘good growth’ and continue to evolve our strategies for reducing the carbon footprint of our development activities,

including through the use of the circular economy.

At New City Court, SE1, following an appeal for non-determination, in September 2023, we received confirmation that the

Planning Inspector’s report recommended the planning applications were refused and the Secretary of State agreed with

its conclusions. As a result of the planning decision, we are exploring the opportunity to reuse and extend the existing

building, combining Fully Managed and Ready to Fit spaces, to create a renewed building with exemplary sustainability

credentials, amenity provision, flexible spaces and far-reaching views from large, landscaped roof terraces.

Strategic Report – Annual review

83Annual Report 2024 Great Portland Estates plc

![]()

Our approach to risk continued

How we manage principal risks and uncertainties continued

Principal risk Strategic priorities How we monitor and manage risk

Net risk movement

over the last 12 months Commentary

People

Failure to attract, incentivise

and retain high quality, suitably

diverse and experienced individuals

negatively impacts our ability

to deliver our strategic objectives

and has a detrimental impact on

our values and inclusive culture.

Additionally, failure to design and

implement the right organisational

structure (structure, skills, resourcing

levels) will impede our ability to

achieve our strategic objectives.

3

Deliver on our

Flex ambition

4

Embed our

Customer

First approach

5

Deliver and lease

the committed

schemes

6

Prepare

the pipeline

– Regular review is undertaken of the Group’s resourcing requirements,

performance management, talent review and succession planning.

– The Group has a competitive and attractive employee value proposition

that is strongly linked to performance and values and a formal six-monthly

appraisal system to provide regular assessment of individual performance.

– Regular benchmarking of remuneration and non-financial packages to

ensure they remain competitive in the market, supported by shareholder

adoption of a new remuneration policy in 2023 which is cascaded through

the business. Cost of living actions taken where appropriate.

– Personal development planning and ongoing training support for employees,

together with focused initiatives to nurture potential successors, including

talent development, mentoring and coaching programmes.

– Clear articulation of GPE values and behaviours which are embedded in key

people practices. We place strong emphasis on creating an inclusive culture,

supported by the work of our Inclusion Committee and four employee-led

impact groups.

– Board, Nomination and Executive Committee oversight of our People Plan

and diversity and inclusion strategy.

– Hybrid Working Policy to give employees appropriate flexibility to perform

their roles.

– Focus on people engagement with regular two-way communication

and responsive employee-focused activities.

No change

The motivation of our people and maintaining our strong inclusive culture remains fundamental to the delivery of our

strategic priorities. The strength of our values and appeal of our culture was highlighted with our most recent employee

survey showing 88% of our people ‘are proud to work at GPE’. While our overall employee engagement scores were

slightly down from the prior year, participation levels were high with 98% of the GPE team completing the survey.

To enhance our Customer First approach, as we continue to innovate, digitise our activities and grow our Flex workspace

offer, we made a number of organisational design changes to support the delivery of our strategic priorities.

We continue to develop our talent and made several senior hires and internal promotions in our management team

during the year.

We continue to progress our diversity and inclusion strategy, which forms an integral part of our People Strategy.

During the year, the Board and Nomination Committee have continued to oversee the implementation of key initiatives

and the setting of clear representation targets across the Group. See pages 68, 112 and 113 for further details.

The physical and mental wellbeing of our people remains a key priority. We seek to be a caring and supportive employer

with a comprehensive Wellbeing Programme to support physical and mental health with a focus on de-stigmatising

the reality of mental health challenges. We have trained mental health first aiders and have introduced innovative

tools to support the mental health of our employees and family members.

We have continued our Board Engagement Programme to enable the Board to listen and respond to feedback

from employees and to discuss important matters impacting the business. During the year, we continued the work

of our four Employee Impact Groups to strengthen our engagement and feedback from under-represented groups,

overseen by our Inclusion Committee.

We continue to focus on growing the breadth, depth and diversity of our talent, providing focused development

support where needed in an inclusive environment.

Health and safety

A health and safety incident

(including by our contractors) results

in loss of life, significant injury or

widespread infection, and financial

and/or reputational damage to GPE.

Furthermore, significant changes

in health and safety and fire safety

regulations (including pursuant to the

Building Safety Act 2022) and practice

driven by government intervention

increase compliance and development

costs and/or risks of non-compliance.

1

Progress

sustainability

and innovation

agenda

4

Embed our

Customer

First approach

5

Deliver and lease

the committed

schemes

6

Prepare

the pipeline

– Quarterly Health and Safety Committee meetings are held, with regular

reporting on health and safety to the Executive Committee and Board,

including on progress against our Health and Safety Strategy and KPIs.

– Regular health and safety site checks are undertaken by internal teams

and third parties, along with regular senior leadership building tours.

– Pre-qualification and competency checks are undertaken for contractors

and consultants with contractor management processes in place.

– Formal reporting on near misses/significant incidents and accidents.

– Proactive health and safety KPIs to monitor and track performance

and drive behaviours.

– Annual external cycle of health and safety, asbestos, fire safety and water

safety risk assessments and surveys.

– Online health and safety risk management system in place for the business.

– Fire safety management procedures in place.

– Activities are undertaken to monitor and raise employee awareness and

understanding of health and safety matters, including through employee

engagement surveys.

– Comprehensive health and wellbeing programme in place for employees

with mental health first aiders and an employee assistance programme.

No change

We continue to focus on ensuring that we have a best-in-class and proactive health and safety culture. With the

introduction of the Fire Safety Act and Building Safety Act and subsequent guidance, we are proactively strengthening

our practices and procedures in response to requirements. We continue to monitor evolving regulation and assess

its potential impact on our portfolio.

The Group had two reportable accidents during the year, each of which involved contractors. Where accidents do

occur, we work with our supply chain on accident investigation to understand lessons learned and opportunities for

improvement, to consider how the work could have been set up differently and to understand how, as a client, we can

better support our suppliers.

We continue to undertake activities to raise employee awareness and understanding of health and safety requirements

and monitor health and safety across the portfolio through a set of proactive key performance indicators.

Cyber security and infrastructure failure

A cyber attack or infrastructure

failure leads to business or network

disruption within our portfolio or loss

of information or personal and/or

customer data. There is the potential

for greater impact on Fully Managed

customers, to which we provide

increased infrastructure support, and

high-risk customers. This results in

litigation, reputational damage and/

or financial or regulatory penalties.

1

Progress

sustainability

and innovation

agenda

3

Deliver on our

Flex ambition

4

Embed our

Customer

First approach

5

Deliver and lease

the committed

schemes

– IT and cyber security updates are regularly reported to the Executive

Committee and the Board, which oversee the implementation of our

new three-year Digital, Technology & Innovation Strategy approved

by the Board in April 2024.

– Cyber security systems and controls are in place and regularly reviewed,

with external support, against best practice.

– A head office and portfolio IT risk register is maintained.

– The Group’s IT Disaster Recovery Plan is regularly reviewed and tested

and recovery of data at an off-site recovery centre is tested during the year.

– Regular testing of IT security is undertaken, including penetration testing

of key systems.

– The Group’s data is regularly backed up and replicated.

– The Group’s Cyber Third Party Management and Security Policy and

processes are designed to identify and control cyber-related risks

arising from our third-party relationships.

– Employee awareness training on cyber risk is undertaken regularly.

– Cyber risk insurance is in place.

– Each building has a bespoke Emergency Action Plan, maintaining

appropriate systems to mitigate any infrastructure failure.

No change

Cyber security risk has remained elevated due to the rise in attempted cyber crime amidst geopolitical tensions, combined

with greater reliance on technology and increased vulnerabilities created by remote and hybrid working. We have

continued to invest time and resource into our cyber security measures, both in our head office and across our portfolio.

We continue to strengthen the design and operation of our IT controls, including our IT disaster recovery procedures

in response to recommendations arising from a recent internal audit review.

The Board approved a new Digital, Technology and Innovation Strategy in April 2024, which was presented by GPE’s new

Director of Digital & Technology. The new strategy will apply for three years and includes goals and objectives to manage

risk, become a more digitally enabled business and deliver an improved digital customer experience.

We regularly consider the potential risks arising from technological advances, such as artificial intelligence, as well as

the opportunities this may present for our business and our customers.

84 Great Portland Estates plc Annual Report 2024

![]()

Principal risk Strategic priorities How we monitor and manage risk

Net risk movement

over the last 12 months Commentary

People

Failure to attract, incentivise

and retain high quality, suitably

diverse and experienced individuals

negatively impacts our ability

to deliver our strategic objectives

and has a detrimental impact on

our values and inclusive culture.

Additionally, failure to design and

implement the right organisational

structure (structure, skills, resourcing

levels) will impede our ability to

achieve our strategic objectives.

3

Deliver on our

Flex ambition

4

Embed our

Customer

First approach

5

Deliver and lease

the committed

schemes

6

Prepare

the pipeline

– Regular review is undertaken of the Group’s resourcing requirements,

performance management, talent review and succession planning.

– The Group has a competitive and attractive employee value proposition

that is strongly linked to performance and values and a formal six-monthly

appraisal system to provide regular assessment of individual performance.

– Regular benchmarking of remuneration and non-financial packages to

ensure they remain competitive in the market, supported by shareholder

adoption of a new remuneration policy in 2023 which is cascaded through

the business. Cost of living actions taken where appropriate.

– Personal development planning and ongoing training support for employees,

together with focused initiatives to nurture potential successors, including

talent development, mentoring and coaching programmes.

– Clear articulation of GPE values and behaviours which are embedded in key

people practices. We place strong emphasis on creating an inclusive culture,

supported by the work of our Inclusion Committee and four employee-led

impact groups.

– Board, Nomination and Executive Committee oversight of our People Plan

and diversity and inclusion strategy.

– Hybrid Working Policy to give employees appropriate flexibility to perform

their roles.

– Focus on people engagement with regular two-way communication

and responsive employee-focused activities.

No change

The motivation of our people and maintaining our strong inclusive culture remains fundamental to the delivery of our

strategic priorities. The strength of our values and appeal of our culture was highlighted with our most recent employee

survey showing 88% of our people ‘are proud to work at GPE’. While our overall employee engagement scores were

slightly down from the prior year, participation levels were high with 98% of the GPE team completing the survey.

To enhance our Customer First approach, as we continue to innovate, digitise our activities and grow our Flex workspace

offer, we made a number of organisational design changes to support the delivery of our strategic priorities.

We continue to develop our talent and made several senior hires and internal promotions in our management team

during the year.

We continue to progress our diversity and inclusion strategy, which forms an integral part of our People Strategy.

During the year, the Board and Nomination Committee have continued to oversee the implementation of key initiatives

and the setting of clear representation targets across the Group. See pages 68, 112 and 113 for further details.

The physical and mental wellbeing of our people remains a key priority. We seek to be a caring and supportive employer

with a comprehensive Wellbeing Programme to support physical and mental health with a focus on de-stigmatising

the reality of mental health challenges. We have trained mental health first aiders and have introduced innovative

tools to support the mental health of our employees and family members.

We have continued our Board Engagement Programme to enable the Board to listen and respond to feedback

from employees and to discuss important matters impacting the business. During the year, we continued the work

of our four Employee Impact Groups to strengthen our engagement and feedback from under-represented groups,

overseen by our Inclusion Committee.

We continue to focus on growing the breadth, depth and diversity of our talent, providing focused development

support where needed in an inclusive environment.

Health and safety

A health and safety incident

(including by our contractors) results

in loss of life, significant injury or

widespread infection, and financial

and/or reputational damage to GPE.

Furthermore, significant changes

in health and safety and fire safety

regulations (including pursuant to the

Building Safety Act 2022) and practice

driven by government intervention

increase compliance and development

costs and/or risks of non-compliance.

1

Progress

sustainability

and innovation

agenda

4

Embed our

Customer

First approach

5

Deliver and lease

the committed

schemes

6

Prepare

the pipeline

– Quarterly Health and Safety Committee meetings are held, with regular

reporting on health and safety to the Executive Committee and Board,

including on progress against our Health and Safety Strategy and KPIs.

– Regular health and safety site checks are undertaken by internal teams

and third parties, along with regular senior leadership building tours.

– Pre-qualification and competency checks are undertaken for contractors

and consultants with contractor management processes in place.

– Formal reporting on near misses/significant incidents and accidents.

– Proactive health and safety KPIs to monitor and track performance

and drive behaviours.

– Annual external cycle of health and safety, asbestos, fire safety and water

safety risk assessments and surveys.

– Online health and safety risk management system in place for the business.

– Fire safety management procedures in place.

– Activities are undertaken to monitor and raise employee awareness and

understanding of health and safety matters, including through employee

engagement surveys.

– Comprehensive health and wellbeing programme in place for employees

with mental health first aiders and an employee assistance programme.

No change

We continue to focus on ensuring that we have a best-in-class and proactive health and safety culture. With the

introduction of the Fire Safety Act and Building Safety Act and subsequent guidance, we are proactively strengthening

our practices and procedures in response to requirements. We continue to monitor evolving regulation and assess

its potential impact on our portfolio.

The Group had two reportable accidents during the year, each of which involved contractors. Where accidents do

occur, we work with our supply chain on accident investigation to understand lessons learned and opportunities for

improvement, to consider how the work could have been set up differently and to understand how, as a client, we can

better support our suppliers.

We continue to undertake activities to raise employee awareness and understanding of health and safety requirements

and monitor health and safety across the portfolio through a set of proactive key performance indicators.

Cyber security and infrastructure failure

A cyber attack or infrastructure

failure leads to business or network

disruption within our portfolio or loss

of information or personal and/or

customer data. There is the potential

for greater impact on Fully Managed

customers, to which we provide

increased infrastructure support, and

high-risk customers. This results in

litigation, reputational damage and/

or financial or regulatory penalties.

1

Progress

sustainability

and innovation

agenda

3

Deliver on our

Flex ambition

4

Embed our

Customer

First approach

5

Deliver and lease

the committed

schemes

– IT and cyber security updates are regularly reported to the Executive

Committee and the Board, which oversee the implementation of our

new three-year Digital, Technology & Innovation Strategy approved

by the Board in April 2024.

– Cyber security systems and controls are in place and regularly reviewed,

with external support, against best practice.

– A head office and portfolio IT risk register is maintained.

– The Group’s IT Disaster Recovery Plan is regularly reviewed and tested

and recovery of data at an off-site recovery centre is tested during the year.

– Regular testing of IT security is undertaken, including penetration testing

of key systems.

– The Group’s data is regularly backed up and replicated.

– The Group’s Cyber Third Party Management and Security Policy and

processes are designed to identify and control cyber-related risks

arising from our third-party relationships.

– Employee awareness training on cyber risk is undertaken regularly.

– Cyber risk insurance is in place.

– Each building has a bespoke Emergency Action Plan, maintaining

appropriate systems to mitigate any infrastructure failure.

No change

Cyber security risk has remained elevated due to the rise in attempted cyber crime amidst geopolitical tensions, combined

with greater reliance on technology and increased vulnerabilities created by remote and hybrid working. We have

continued to invest time and resource into our cyber security measures, both in our head office and across our portfolio.

We continue to strengthen the design and operation of our IT controls, including our IT disaster recovery procedures

in response to recommendations arising from a recent internal audit review.

The Board approved a new Digital, Technology and Innovation Strategy in April 2024, which was presented by GPE’s new

Director of Digital & Technology. The new strategy will apply for three years and includes goals and objectives to manage

risk, become a more digitally enabled business and deliver an improved digital customer experience.

We regularly consider the potential risks arising from technological advances, such as artificial intelligence, as well as

the opportunities this may present for our business and our customers.

Strategic Report – Annual review

85Annual Report 2024 Great Portland Estates plc

![]()

Our approach to risk continued

How we manage principal risks and uncertainties continued

Principal risk Strategic priorities How we monitor and manage risk

Net risk movement

over the last 12 months Commentary

Failure to profitably deliver the Flex Strategy

The failure to appropriately structure

our activities, achieve appropriate

pricing, maximise operational

efficiencies, deliver target growth or

adequately control costs impacts the

delivery of our Flex office strategy and

our ability to generate appropriate

risk-adjusted returns. Further, as

we scale up our Flex office delivery

and increase our focus on service

provision, the failure by GPE and/

or its service partners to deliver high

quality service impacts customer

satisfaction, demand and retention

and asset values.

1

Progress

sustainability

and innovation

agenda

2

Enhance

portfolio

through sales

and acquisitions

3

Deliver on our

Flex ambition

4

Embed our

Customer

First approach

5

Deliver and lease

the committed

schemes

6

Prepare

the pipeline

– Board and management oversight of the development and implementation

of the Flex strategy and business plan with regular review of Flex KPIs to

monitor performance.

– Board annual strategy review with regular market updates.

– Regular Flex updates and formal quarterly updates to the Executive

Committee with reporting at scheduled Board meetings.

– Dedicated Flex leadership and team in place under a new organisational

structure with senior design and delivery, customer relationship and retention

and operational capabilities. Regular review of skills and capabilities to

ensure appropriate resourcing is in place for the effective delivery of service

and experience.

– Customer First programme and strategy in place, led by our dedicated

Customer Experience team, to drive customer engagement and insight

and to ensure our customers’ occupational needs are met.

– Quarterly review of individual assets plans and the market generally.

– Close management oversight of costs and services, including design

and delivery.

– Flex Design Guidelines & Principles in place to provide consistency

and increase efficiencies across the portfolio.

– Board and management oversight of our Digital, Technology and

Innovation Strategy and related initiatives to support customer needs.

No change

To profitably deliver our Flex Strategy and scale up our Flex operations, we have improved our ability to deliver this

operationally intensive side of our business, control the associated cost base and generate appropriate risk-adjusted

returns. We have also recruited additional expertise to focus on improving management information, budgeting,

customer experience and delivery.

In order to expand our Flex office offers, and meet our ambitious targets for growth, we are on-site at four refurbishments

to provide new dedicated Fully Managed spaces, as well as converting a significant number of individual floors

across our portfolio. During the year, we acquired £122.9 million of new opportunities, including 141 Wardour Street,

W1 and Bramah House, SE1 for our Fully Managed offerings. More recently, we exchanged contracts to acquire the

leasehold interest at The Courtyard, WC1 which will form a new Flex cluster with our other Flex building on Alfred Place.

During the year, including our Flex Partnerships, we increased our committed Flex offerings across the portfolio,

and they now total 503,000 sq ft (or approximately 23.5 % of our office portfolio). In total, we signed £13.7 million

of new leases in our Flex space, which included five Fitted and 24 Fully Managed leases at a combined 12.3% ahead

of March 2023 ERV.

We continue to evolve our operating model and closely monitor costs and prospective risk-adjusted returns

as we refine our offer. A Flex management pack with operational KPIs has been further developed to monitor

performance and maximise returns.

To date, we remain encouraged by the leasing performance and feedback we have had for our products,

which was reflected in this year’s independent customer satisfaction survey, where our Net Promoter Score

remained high, particularly for our Flex offers. The ongoing development of our Customer First programme is

designed to ensure continuous feedback and provide valuable insight to help us deliver the type and quality

of services our customers demand.

86 Great Portland Estates plc Annual Report 2024

![]()

Principal risk Strategic priorities How we monitor and manage risk

Net risk movement

over the last 12 months Commentary

Failure to profitably deliver the Flex Strategy

The failure to appropriately structure

our activities, achieve appropriate

pricing, maximise operational

efficiencies, deliver target growth or

adequately control costs impacts the

delivery of our Flex office strategy and

our ability to generate appropriate

risk-adjusted returns. Further, as

we scale up our Flex office delivery

and increase our focus on service

provision, the failure by GPE and/

or its service partners to deliver high

quality service impacts customer

satisfaction, demand and retention

and asset values.

1

Progress

sustainability

and innovation

agenda

2

Enhance

portfolio

through sales

and acquisitions

3

Deliver on our

Flex ambition

4

Embed our

Customer

First approach

5

Deliver and lease

the committed

schemes

6

Prepare

the pipeline

– Board and management oversight of the development and implementation

of the Flex strategy and business plan with regular review of Flex KPIs to

monitor performance.

– Board annual strategy review with regular market updates.

– Regular Flex updates and formal quarterly updates to the Executive

Committee with reporting at scheduled Board meetings.

– Dedicated Flex leadership and team in place under a new organisational

structure with senior design and delivery, customer relationship and retention

and operational capabilities. Regular review of skills and capabilities to

ensure appropriate resourcing is in place for the effective delivery of service

and experience.

– Customer First programme and strategy in place, led by our dedicated

Customer Experience team, to drive customer engagement and insight

and to ensure our customers’ occupational needs are met.

– Quarterly review of individual assets plans and the market generally.

– Close management oversight of costs and services, including design

and delivery.

– Flex Design Guidelines & Principles in place to provide consistency

and increase efficiencies across the portfolio.

– Board and management oversight of our Digital, Technology and

Innovation Strategy and related initiatives to support customer needs.

No change

To profitably deliver our Flex Strategy and scale up our Flex operations, we have improved our ability to deliver this

operationally intensive side of our business, control the associated cost base and generate appropriate risk-adjusted

returns. We have also recruited additional expertise to focus on improving management information, budgeting,

customer experience and delivery.

In order to expand our Flex office offers, and meet our ambitious targets for growth, we are on-site at four refurbishments

to provide new dedicated Fully Managed spaces, as well as converting a significant number of individual floors

across our portfolio. During the year, we acquired £122.9 million of new opportunities, including 141 Wardour Street,

W1 and Bramah House, SE1 for our Fully Managed offerings. More recently, we exchanged contracts to acquire the

leasehold interest at The Courtyard, WC1 which will form a new Flex cluster with our other Flex building on Alfred Place.

During the year, including our Flex Partnerships, we increased our committed Flex offerings across the portfolio,

and they now total 503,000 sq ft (or approximately 23.5 % of our office portfolio). In total, we signed £13.7 million

of new leases in our Flex space, which included five Fitted and 24 Fully Managed leases at a combined 12.3% ahead

of March 2023 ERV.

We continue to evolve our operating model and closely monitor costs and prospective risk-adjusted returns

as we refine our offer. A Flex management pack with operational KPIs has been further developed to monitor

performance and maximise returns.

To date, we remain encouraged by the leasing performance and feedback we have had for our products,

which was reflected in this year’s independent customer satisfaction survey, where our Net Promoter Score

remained high, particularly for our Flex offers. The ongoing development of our Customer First programme is

designed to ensure continuous feedback and provide valuable insight to help us deliver the type and quality

of services our customers demand.

Strategic Report – Annual review

87Annual Report 2024 Great Portland Estates plc

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Our approach to risk continued

Viability statement

Assessment of the Group’s prospects

In accordance with Provision 31 of the 2018 UK Corporate

Governance Code, the Board has assessed the prospects

of the Group over a longer period than the 12 months required

by the ‘Going Concern’ provision. The work conducted for

this longer-term assessment supports the Board’s statements

on both viability, as set out below, and going concern, as set

out on page 152.

The Group’s future prospects are assessed regularly and at an

annual strategy review in late March. This review is led by the

Chief Executive drawing on expertise across the Group. This year

it included an assessment of the macro-economic environment,

forecasts of key property market metrics (including yields and

rental value movements), annual valuation movements for

each of our properties, the financial metrics associated with

our Flex offerings, the costs associated with meeting emerging

sustainability regulations and a selection of development

scenarios. It also included a number of market assumptions,

including base, upside and downside scenarios, to reflect different

potential economic outcomes, including further disruption

from political and economic uncertainty, and a number of

business activity responses, including development activity,

sales and acquisitions.

The key outputs from this process are full financial statements

for a five-year forecast period, with a primary focus on the

first three years. The forecasts are summarised in a dashboard,

which analyses profits, cash flows, funding requirements, key

financial ratios, compliance with the REIT rules and headroom

in respect of the financial covenants contained in the Group’s

various loan arrangements. The strategy review was considered

by the Board in March 2024, with updated forecasts, including

a Going Concern market scenario to reflect the impact of

an event similar to the 2008/09 financial crisis in severity,

presented to the Board in May.

The forecasts contain a number of assumptions, including:

– estimated year on year movements in rental values and

yields for each of our properties under a number of scenarios;

– the continued conversion of some of our office space

to our Flex offerings;

– the refinancing of the Group’s existing debt facilities as they

fall due, including its £175 million private placement notes

maturing in May 2024 and its revolving credit facility maturing

in January 2027, as disclosed in note 16;

– a number of sales and acquisition scenarios with appropriate

new debt facilities to support growth;

– the completion of the Group’s committed development

programme in line with our most recent estimated

completion dates and the commencement of certain

pipeline projects; and

– forecast interest rates.

Assessment of risks

The Group’s principal risks are subject to regular review by the

Executive Committee, the Audit Committee and the Board.

The review conducted for the preparation of the Annual Report

and the Viability Statement demonstrated limited change in

our principal risks over the year.

The risks with the greatest potential impact on the Group’s

viability were considered as follows (see pages 74 to 87 above):

– London attractiveness: we rely on London’s magnetism

and relative appeal to other financial centres to continue

to attract global capital, businesses and talent from around

the world to support demand for our properties;

– Adverse macro-economic environment: a challenging

economic backdrop could instigate financial stress in our

key markets materially reducing property values, and the

viability of Group’s developments, and impairing the Group’s

income risking a breach of our banking covenants; and

– Climate change and decarbonisation: a changing climate

could impact the resilience of our buildings, impact our

ability to deliver new developments and reduce the demand

for the buildings we own.

Assessment of viability

A three-year viability period is considered an optimum balance

between our need to plan for the long term and the shorter-term

nature of our active business model, which often includes high

levels of recycling of our property portfolio, an average lease

length of around three years and a near-term development

programme which will be commenced over the same period.

The assessment of viability included stress testing the resilience

of the Group, and its business model, to the potential impact of

the risks set out above. Specifically, given the ongoing macro-

economic uncertainty, high inflationary environment and rising

interest rates, our assessment of viability was based on the

Group’s performance under a Going Concern market scenario,

with further sensitivity analysis to understand the resilience

of the Group to a significant economic shock.

The Going Concern market scenario reduced rental values across

both offices and retail by 10% and assumed an outward yield shift

of 50 basis points. When combined, over the three-year period this

scenario reduced property values by around 15%, with a 32% peak

to trough from 31 March 2022. The assessment demonstrated that

given the Group’s low levels of debt and high liquidity, it would be

able to withstand the impact of this scenario over the period of the

financial forecast and continue to operate with headroom above

the financial covenants contained in its various loan arrangements.

Moreover, this was before any mitigating actions such as property

sales or pausing of the capital expenditure associated with the

conversion of office space to the Group’s Flex offerings.

In addition, reverse stress tests were performed, to understand

how extensive any valuation and income fall would be required to

extinguish the Group’s liquidity and/or breach the Group’s gearing,

interest cover ratio or inner borrowing covenants. In the three-year

period, before any mitigating actions, rental income would need to

fall by an additional 14% and property values would need to fall by

a further 17%, before the Group breached its banking covenants.

The assessment also included a review of the potential impact of

climate change on the Group. Whilst it would be unlikely to affect

the viability of the Group within the three-year review period,

we ran a scenario to assess the impact of significant increases

in the cost of development to meet sustainability requirements

(an additional 5% on our committed development capex).

This did not impact our viability assessment.

Viability statement

Based on the Board’s assessments, the Directors confirm that

they have a reasonable expectation that the Group will be able

to continue in operation and meet its liabilities as they fall due

over the three-year period ending 31 March 2027.

88 Great Portland Estates plc Annual Report 2024

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We are decarbonising

our business to become

net zero by 2040

Our updated Roadmap to Net Zero v2.0 sets out, in detail, how we will tackle the

challenge of decarbonising our business and value chain, collaborating with our

stakeholders to reduce our Scope 1, 2 and 3 emissions by 90% by 2040 before

reaching net zero.

As a business we recognise that we have more than just a moral obligation to

decarbonise our business with our customers increasingly holding us to account

on the sustainability performance of the spaces that they occupy.

In this section:

90 Overview

91 Introduction from the Chair

94 The Board

96 Leadership and purpose

100 Engaging with our investors

102 Engaging with our employees

104 Board consideration of stakeholder

interests and s.172(1) matters

108 Division of responsibilities

110 Composition, succession and evaluation

116 Audit, risks and internal controls

124 Directors’ remuneration report

144 Report of the Directors

146 Directors’ responsibilities statement

Governance

Governance

89Annual Report 2024 Great Portland Estates plc

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Overview

Statement by the Directors on compliance with the provisions of the UK Corporate Governance Code

The UK Corporate Governance Code 2018 (the Code) applied to GPE’s financial year ended 31 March 2024. The Board

considers that it has complied in full with the provisions of the Code during the year. The Code is publicly available

at www.frc.org.uk. A summary of the system of governance adopted by the Company and how we have applied the

principles of the Code is set out on pages 91 to 145. The Company is aware of the revised UK Corporate Governance Code

published in January 2024 (Revised Code), which will begin applying to GPE from 1 April 2025. The Directors are already

considering the changes introduced in the Revised Code and will report on progress at the appropriate time.

Leadership

and purpose

Provides an overview of

the activities undertaken

by the Board in the year,

how the Board has

considered its s.172

responsibilities and its

governance framework.

– A review of the year from the Chair

– The Board’s attendance and activities during the year

– Setting the Company’s standards

– Purpose, values and culture

– Stakeholder engagement and how the Board has

considered its s.172 and stakeholder responsibilities

– Our conflicts of interest procedures

– Board induction and development

See more about our approach to leadership

and purpose on pages 91 to 107

Division of

responsibilities

Explains the roles of the

Board and its Directors.

– The role and interaction of the Board

and its Committees during the year

– The roles of the individual Directors

See more about our approach to division

of responsibilities on pages 108 and 109

Composition,

succession

and evaluation

Sets out the key processes

which ensure that the

Board and its Committees

can operate effectively.

– Composition and diversity

– Nomination Committee report

– This year’s Board evaluation

See more about our approach to effectiveness

on pages 110 to 115

Audit, risks and

internal controls

Explains the role of

the Board and the Audit

Committee in ensuring

the integrity of the

financial statements and

maintaining effective

systems of internal controls.

– Internal controls and ongoing risk management

– Fair, balanced and understandable

– Audit Committee report

See more about our approach to accountability

on pages 116 to 123

Remuneration

Describes the Company’s

remuneration arrangements

in respect of its Directors

and how these have been

implemented in 2023/24.

– Statement by the Remuneration Committee Chair

– Annual report on remuneration

See more about our approach to remuneration

on pages 124 to 143

90 Great Portland Estates plc Annual Report 2024

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Introduction from the Chair

Dear fellow shareholder

I am delighted to present this year’s Corporate Governance

report for the financial year ended 31 March 2024.

The Board recognises that how the Group does business is as

important as what it does. A strong governance framework

with robust supporting processes across the Group, with high

standards set from the top, is a key factor in our ability to

deliver sustainable business performance, generate value

for our shareholders and contribute to wider society.

A key part of the Board’s role is to provide entrepreneurial

leadership, with appropriate oversight, challenge and support

to management. At GPE, the Board’s support, advice and

interaction extend beyond the boardroom, supporting

our efforts to promote and monitor culture and ensure its

alignment with our purpose, values and strategy.

Board focus and oversight

Key areas of the Board’s focus during the year have included

our response to macro conditions and the volatile global and

political landscape, evolving and executing our strategy,

driving our Flex ambitions alongside the development

pipeline, developing our organisational structure to deliver

our ambitions plans, further embedding our Customer First

approach, wider stakeholder engagement and progressing

our sustainability and diversity and inclusion agendas.

Further details can be found in ‘What we did in 2023/24’

on pages 106 to 107.

UK Corporate Governance Code

and s.172 reporting

This report demonstrates how we have applied the principles

and complied with the provisions of the UK Corporate

Governance Code 2018 (the Code) during the year and our

approach to governance in practice. Our Code compliance

statement can be found on page 90. Details of how the

Board has discharged its duty under s.172 of the Companies

Act 2006 can be found on pages 72, 104 and 106 and 107.

The Board and its Committees have spent time considering

corporate governance reforms and their implications for

the Company. This has included reviewing the Revised Code,

the majority of the provisions of which will apply to the

Company from the financial year commencing 1 April 2025.

Board composition

Succession planning is an important part of our governance

processes. As planned, Alison Rose stepped down from the

Board from the conclusion of the 2023 AGM to focus on her

other commitments. Having already identified a need to

strengthen the Board’s City, financial markets and transaction

experience, we were pleased to welcome Karen Green to

the Board from 1 December 2023.

With both Nick Hampton’s and my own nine-year tenure

due to be completed in October 2025 and December 2025

respectively, succession planning for the Senior Independent

Director and Chair roles is a continuing area of focus for the

Board and Nomination Committee.

Further details regarding the Board changes in the year, and

our Board appointment and succession planning processes,

can be found in the Nomination Committee report on page 112.

Diversity and inclusion

The Board continues to focus on strengthening diversity

and inclusion at GPE, both in relation to the Board and

more broadly throughout the organisation. A diverse Board

and workforce, which is representative of London and

our customers, is a strategic imperative as we enhance our

customer approach and develop our operations to meet the

evolving needs of a diverse customer base. We believe that

a more diverse and inclusive culture will help GPE to become

a more profitable, successful and innovative organisation.

We have seen good progress in a number of areas under our

People Plan, supported by the incorporation of diversity and

inclusion metrics within the annual bonus objectives of our

Executive Committee members and other senior executives.

These include targets to drive progress against our aspirational

diversity targets for the organisation which were introduced

last year. These targets have now been supplemented by

a new target introduced in the year in line with the Parker

Review. By the end of 2027, we are aiming for at least 15% of

the senior management population (comprising the Executive

Committee and their direct reports) to be represented by

individuals who self-identify as being from an ethnic minority.

However, there is more work to do, and we continue to

monitor performance against our targets, and the impact and

development of wider initiatives to drive meaningful progress

to foster a diverse and inclusive culture. See ‘Our people and

culture’ on pages 63 to 68 and our Nomination Committee

report on pages 112 and 113 for further details, including for

our disclosure against Listing Rule requirements.

Our Board Diversity Policy setting out our diversity targets

at Board level can be found at www.gpe.co.uk/investors/

governance, reflecting the latest recommendations from

the FTSE Women Leaders Review and the Parker Review.

Diversity continues to be a key consideration in Board

recruitment and succession planning.

Board effectiveness review

This year, we undertook an internal Board evaluation which

was led by Nick Hampton, our Senior Independent Director.

Details of this process, the findings of the review and our

progress against the actions arising from the 2022/23

Board evaluation can be found on pages 114 and 115.

“ A strong governance framework with

robust supporting processes across the

Group, with high standards set from

the top, is a key factor in our ability to

deliver sustainable business performance,

generate value for our shareholders and

contribute to wider society.”

Richard Mully Chair

Governance

91Annual Report 2024 Great Portland Estates plc

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Purpose, strategy and consideration of the likely

consequences of decisions for the long term

In the context of uncertain markets and evolving customer

needs, the Board has spent significant time this year

considering the development and execution of our strategy,

in particular our Flex plans and Customer First approach,

to ensure we maximise opportunities to generate long-term

value for our stakeholders in line with our purpose – to unlock

potential, creating sustainable space for London to thrive.

As part of these discussions, we challenge our purpose and

strategic ‘givens’ and reflect on our customers’ changing

needs, the optimum size for our business, whether our risk

profile is appropriate and on our investment and disposal

strategies in the context of the property cycle. The Group’s

business model and strategy are outlined on pages 12 to 15.

We remain confident that London’s commercial property

market has enduring appeal and we have been pleased

to see strong customer demand across our prime office

and retail portfolio, signing £22.5 million of leases in the

year. This included completing the leasing at The Hickman,

E1, signing 29 Flex leases and substantial progress across

our retail portfolio, with significant lettings at Mount Royal,

508/540 Oxford Street, W1, Walmar House, 288/300 Regent

Street, W1, and Kingsland House, 124 Regent Street, W1.

We continue to evolve with the needs of our customers

to create market-leading, high quality and sustainable

workspaces in London. As the market continues to bifurcate,

with demand focusing on the best spaces which remain

in limited supply, our activities remain focused on our two

complementary, overlapping activities of HQ repositioning

and the delivery of flexible office spaces, providing quality,

choice and flexibility for our customers.

The Board has progressed our development programme

this year, including commitments to the redevelopments of

French Railways House & 50 Jermyn Street, SW1 and of Minerva

House, SE1. At the same time, we have continued to grow our

committed Flex space to more than 500,000 sq ft, and we

are seeking to grow this to over one million sq ft through a

combination of organic growth and acquisitions. To this end,

since approving the acquisition of 141 Wardour Street, W1 in

May 2023, the Board was pleased to approve the acquisitions of

the Soho Square Estate, W1 in August 2023 and The Courtyard,

WC1 in March 2024, the latter being part of a swap deal for

our asset at 95/96 New Bond Street following progression

of our business plan for that asset. The Board also approved

Flex refurbishment schemes for Egyptian & Dudley House,

Alfred Place and 141 Wardour Street.

With the return of the property cycle, the Board remains focused

on the acquisition pipeline and ensuring GPE is well positioned to

take advantage of market conditions and accretive acquisition

opportunities. We have identified a compelling set of acquisition

and development opportunities, and the rights issue to be

announced alongside our year end results will provide us

with further capacity for new investment to deliver returns

for our shareholders.

Our customers are at the heart of everything we do, and

the Board has therefore devoted time to overseeing the

continued implementation of our Customer First approach.

Reflecting how our customer-centric approach is becoming

entrenched in our culture, we were pleased to adopt a new

GPE Value in the year which was selected by our colleagues –

‘We value every customer’.

Sustainability is integral to our offer and sits at the core of

our purpose. The Board sees sustainability as a differentiator

and an opportunity for GPE, including the acquisition of

perceived stranded assets where GPE’s skills and credentials

could potentially allow us to address sustainability demands

and requirements that existing owners cannot.

It is essential that GPE has the right organisational structure and

people capabilities in place to deliver our ambitious strategic

plans. With this objective in mind, the Board and Nomination

Committee endorsed organisational design changes along

with several senior management hires and promotions in the

year, as explained on page 112.

The Board recognises the importance of innovation and

technology in enhancing our operations and our customer

offer and discusses the related risks and opportunities, including

those posed by artificial intelligence and other developments.

The Board was pleased to approve a new Digital, Technology &

Innovation Strategy in April 2024 which was presented by GPE’s

Director of Digital & Technology, who was recruited into this

newly created role during the year. The new strategy will apply

for the next three years and includes goals and objectives for

GPE to become a more digitally enabled business and deliver

an improved digital customer experience.

Stakeholder engagement and support

Building and nurturing strong working relationships with our

stakeholders is critical to our success and the development

of our strategy and is intrinsic in our day-to-day activities.

As well as direct engagement, a key part of the Board’s role is,

therefore, the oversight of work undertaken by the GPE team

to maintain and enhance these relationships.

The past year has continued to be impacted by the volatile

economic and political landscape. The wellbeing of our

employees has remained paramount and we have continued

to engage extensively with our colleagues to understand

what matters most to them. The work of our Employee Impact

Groups has also continued to strengthen our engagement

with our colleagues from under-represented groups. We were

pleased to see positive employee engagement scores this year,

as set out on page 65, and the Board continues to consider

colleague feedback and to oversee initiatives designed to

further strengthen our inclusive culture.

Our Customer First programme continues to be a real

differentiator, delivering high quality, personal customer

experiences every day, and we are delighted that this was

reflected in our Net Promoter Score of +30.2%. We continue

to focus on customer and supplier engagement as we

further embed our Customer First approach and progress

our sustainability ambitions.

Further details of how we engage with our stakeholders

are set out on pages 50, 63 to 72 and 99 to 104.

Sustainability and the impact of the

Company’s operations on the community

and the environment

We see sustainability and responding to climate change as

an economic and strategic imperative as well as a moral

obligation. Sustainability and our wider ESG considerations

are therefore integrated across all our business activities.

Introduction from the Chair continued

92 Great Portland Estates plc Annual Report 2024

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During the year, the Board has received regular reports and

updates from our Sustainability and Social Impact Director

and has held detailed discussions regarding our sustainability

objectives, strategy, risks and opportunities. The Board has

continued to monitor the progress against our Roadmap to Net

Zero, the impact of our Internal Carbon Price (now increased

to £150 per tonne) and the deployment of monies from our

Decarbonisation Fund to finance the reduction of emissions

from our buildings. These and other initiatives continue to

drive meaningful behavioural change across the business.

However, we recognise that sustainability regulations

and expectations are fast evolving. In May 2024, the Board

therefore approved our updated Roadmap to Net Zero v.2.0

to align with the Science Based Targets initiative Corporate

Net-Zero Standard. The updated Roadmap sets out our new

near-term and longer-term targets to reduce our Scope 1, 2

and 3 carbon emissions by 90% by 2040 in order to reach net

zero by 2040. Working collaboratively with our stakeholders

is key to achieving our sustainability ambitions and we

have therefore introduced new customer and supply chain

engagement targets as part of our Roadmap. Further details

can be found on page 39.

ESG metrics continue to feature as an important element

of our annual bonus targets, and we were pleased to see

strong performance against these targets during the year,

as further explained in the Directors’ remuneration report

on page 130.

We have continued to oversee the delivery of our Social

Impact Strategy, which is designed to create a lasting

positive social impact in our communities, with a target

of creating £10 million of social value by 2030. We are

delighted that, for 2023/24, GPE generated £1.5 million

in social value through our community programmes and

direct business activities. See pages 50 and 51 for further

details regarding the social value we created in the year.

As we seek to build a sustainable legacy for London, we also

extended our charity partnerships with XLP, a charity focused

on creating positive futures for young people growing up

on inner city estates in London, National Energy Action, a

charity which focuses on alleviating fuel poverty, and Young

Westminster Foundation, which supports members of local

youth clubs and organisations through grants, training,

and networking opportunities. See pages 50 and 51 for

further details.

Maintaining a reputation for high standards

of business conduct

We aspire to the highest standards of conduct and, together

with a culture of continuous improvement in standards and

performance, this helps to ensure that good governance

extends beyond the boardroom. In April 2024, the Board

approved the creation of a new Board Disclosure Committee

as part of its continuous process review with the aim of

maximising effectiveness. The new Committee will support

the Board in the identification, assessment and disclosure of

market sensitive information and oversight of key procedures.

Annually, the Board approves the Group’s Financial Crime,

Ethics, Gifts and Hospitality and Whistleblowing Policies,

each of which are also reviewed in advance by the Audit

Committee. Each of these policies is available on our

website at www.gpe.co.uk/about-us/governance

In September each year, the Board considers and approves

our Modern Slavery Statement, which explains the activities

we have undertaken during the year to demonstrate our

commitment to seeking to ensure that there is no slavery,

forced labour or human trafficking within any part of our

business or in our supply chains. A copy of our Modern

Slavery Statement is available at www.gpe.co.uk/our-

modern-slavery-statement. More on how we behave

can be found on pages 51 and 105.

We seek sustainable long-term, two-way relationships with

our supply chain, building mutual trust to deliver exceptional

results in a responsible way. Our Supplier Code of Conduct,

which is available on our website at www.gpe.co.uk/

our-relationships/our-suppliers, sets out the standards

we require of our suppliers to help ensure they operate

ethically and responsibly.

I am delighted that the efforts of our team have been

rewarded by winning a number of awards, including,

amongst others, Britain’s Most Admired Company 2023

(Property/Residential & Commercial REITs), the Best Use of

Data (Property) award at the UK PropTech Association Awards

2023, the UK Green Business Circular Economy Project of the

Year 2023 award for our steel reuse project at 2 Aldermanbury

Square, the 2023 RIBA National Award for our Hanover Square

development and the Best Overall Company IR (Small Cap)

award at the IR Society Best Practice Awards 2023. I am

also very pleased to report on our achieving gold awards

in relation to EPRA’s 2023 Best Practice Recommendations

and Sustainability Best Practices Recommendations.

Engaging with our shareholders

We believe that communication with our shareholders is key.

To this end, in addition to our comprehensive investor relations

programme led by Toby Courtauld and Nick Sanderson,

as detailed on pages 100 and 101, as Chair of GPE, I proactively

seek periodic engagement with many of our institutional

shareholders to discuss and hear their views on GPE’s business

and governance arrangements.

I, together with Nick Hampton as Senior Independent Director,

am available to meet with shareholders as appropriate.

Each of our Committee Chairs will also seek engagement

with shareholders on significant matters related to their

areas of responsibility. Most recently, Emma Woods, as Chair

of our Remuneration Committee, met with many of our

largest shareholders to discuss the changes to our Directors’

remuneration policy prior to its approval at the 2023 AGM.

The AGM also provides the Board with an opportunity

to engage with and answer questions from shareholders.

Arrangements for the 2024 AGM can be found in our

2024 AGM Notice.

On behalf of the Board, I would like to thank all our of

shareholders and other stakeholders for their continued

support as we work to evolve and execute GPE’s strategy

to deliver long-term sustainable success.

Richard Mully

Chair

22 May 2024

Governance

93Annual Report 2024 Great Portland Estates plc

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Richard Mully

BSc (Hons), MBA

Chair

Committees:

N

Date appointed to the Board:

December 2016

Date appointed as Chair:

February 2019

Independent: Yes, on

appointment as Chair

Relevant skills and experience:

Richard is currently Senior

Advisor to TPG Global LLC.

He has extensive property,

banking and private equity

experience. This, combined

with his Senior Independent

and Non-Executive Director

experience, enables him

to provide constructive

leadership, challenge and

support to the Board and

wider business for the benefit

of all stakeholders. Richard

was formerly Chairman

of Arlington Business Parks

Partnership LLP, Vice Chairman

and member of the Supervisory

Board of Alstria Office REIT-AG,

co-founder and Managing

Partner of Soros Real Estate

Partners LLC, a Non-Executive

Director and Chairman of the

Remuneration Committee

of Standard Life Aberdeen

plc and Senior Independent

Director at ISG, Hansteen

Holdings and St Modwen

Properties.

Current external

commitments:

Senior Advisor to TPG Global

LLC and Chairman of RX

Propellant Pvt Ltd (an Actis-

controlled private company

based in India). Also a Director

of Starr Street Limited, which

co-invests in and acts as a

corporate director of several

TPG-controlled European

private real estate companies,

and as an Advisory Board

Member of Brydell Partners,

a private UK investment firm.

Toby Courtauld

MA, MRICS

Chief Executive

Committees:

E

S

Joint venture directorships:

Director of the GHS Limited

Partnership general partner

Date appointed to the Board:

April 2002

Independent: No

Relevant skills and experience:

Toby joined the Group in

April 2002 as Chief Executive

and has more than three

decades of extensive

experience in real estate.

He was previously with the

property company MEPC

for 11 years, where he gained

broad experience ranging from

portfolio management through

to corporate transactions and

general management as a

member of the Group Executive

Committee. He has previously

been President and member of

the British Property Federation

Board and Policy Committee.

Toby’s significant knowledge

of the Company and the sector

enables him to provide broad

leadership of the business

internally and externally,

through the successful design

and implementation of the

Company’s strategy, values

and business plans and their

exemplary communication to

a wide range of stakeholders.

Current external

commitments:

Director of The New West

End Company, Non-Executive

Director of Liv-ex Limited,

Member of the Council of

Imperial College, London and

Chair of its Property Committee.

Nick Sanderson

BA (Hons), ACA

Chief Financial &

Operating Officer

Committees:

E

S

S

I

Joint venture directorships:

Director of the GHS Limited

Partnership and the Great

Ropemaker Partnership general

partners

Date appointed to the Board:

July 2011

Independent: No

Relevant skills and experience:

Nick joined the Group in

July 2011 as Finance Director,

was subsequently promoted

to Finance & Operations

Director and is now Chief

Financial & Operating Officer.

He was formerly Partner, Head

of Real Estate Corporate

Finance Advisory at Deloitte,

following ten years of real

estate investment banking

experience in Europe and Asia

with Nomura, Lehman Brothers

and UBS Investment Bank. Nick’s

wide-ranging property-related

financial experience combined

with strategic and corporate

finance skills enables him to

provide valuable support in

developing, implementing and

articulating the Company’s

strategy, and taking leadership

over the delivery of a wide

range of financial and

operational matters along with

our Flex, customer experience

and corporate marketing

activities.

Current external

commitments:

Member of the Reporting

and Accounting Committee

of EPRA and Trustee of the

Outward Bound Trust.

Dan Nicholson

MA (Cantab), MA, MRICS

Executive Director

Committees:

E

S

H

Joint venture directorships:

Director of the Great

Ropemaker Partnership,

the Great Victoria Partnership

and the Great Victoria

Partnership (No. 2) general

partners

Date appointed to the Board:

September 2021

Independent: No

Relevant skills and experience:

Dan joined the Group in

September 2021 as an

Executive Director and now

has responsibility for the New

Business, Portfolio Management

and Development Management

teams. He has extensive

knowledge of the real estate

industry and, prior to joining GPE,

spent over ten years with Tishman

Speyer, for the majority of which

he ran their UK business. Dan

started his career as a surveyor

at Lambert Smith Hampton

before gaining broad property

investment, development and

asset management experience

in a number of organisations,

including at City & West End

Property Group, Quintain

Estates & Development plc

and real estate private equity

firm, Three Delta LLP. Dan’s

significant sector and business

expertise enables him to

provide valuable support in

developing and implementing

the Company’s strategy.

Current external

commitments:

Non-Executive Director of

Bioregional Homes Limited.

Chair Executive Directors

The Board

R

N S S

A E H

Committee memberships:

Committee Chair:

A

Audit Committee

E

Executive Committee

N

Nomination Committee

S

Sustainability Committee

R

Remuneration Committee

H

Health & Safety Committee

S

Social Impact Committee

I

Inclusion Committee

94 Great Portland Estates plc Annual Report 2024

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Non-Executive Directors

business experience gained in

multiple industries and diverse

functional areas, underpinned

by a strong technology focus,

and a background in leading

successful customer-facing

and digital transformation

initiatives. Before joining Trainline,

Champa held senior positions

at Amadeus IT Group between

2015 and 2020 and previously

held leadership roles at American

Express, Royal Bank of Scotland

and Cisco Systems. Champa’s

significant digital transformation,

technology, operational and

broad commercial experience

enable her to provide valuable

insight as GPE evolves its strategy,

products and Customer First

approach.

Current external commitments:

Managing Director for

the Hospitality division

of The Access Group.

Karen Green

BSc (Hons)

Non-Executive Director

Committees:

A

N

R

Date appointed to the Board:

December 2023

Independent: Yes

Relevant skills and experience:

Karen is currently a Non-Executive

Director, Senior Independent

Director and Chair of the

Sustainability Committee at

Phoenix Group Holdings plc and a

Non-Executive Director and Chair

of the Remuneration Committee

at Admiral Group plc. She was

previously a Council Member

and Chair of the Investment

Committee at Lloyd’s of London

until November 2023. Karen was

formerly Chief Executive of Aspen

UK between 2011 and 2017, which

comprised the UK insurance

and reinsurance companies

of US-listed Aspen Insurance

Holdings, and also held a number

of other senior positions at Aspen

including Group Head of Strategy

and Corporate Development.

Prior to that, Karen held various

senior corporate finance, M&A

and private equity roles at GE

Capital and then MMC Capital

(now Stone Point Capital),

having started her career as

an investment banker at Baring

Brothers and then Schroders plc.

Karen’s considerable City,

financial markets and non-

executive experience enable her

to provide valuable commercial

insight and to contribute to the

development and execution

of the Group’s strategy.

Current external commitments:

Non-Executive Director of

Phoenix Group Holdings PLC,

Admiral Group plc, Miller

Insurance Services LLP and

Asta Managing Agency

Limited. Also a member of

the Supervisory Board of TMF

Group Holdings BV, Trustee of

Wellbeing of Women Limited

and Adviser to Cytora Limited.

Emma Woods

MA (Hons)

Non-Executive Director

Committees:

A

N

R

Date appointed to the Board:

February 2022

Independent: Yes

Relevant skills and experience:

Emma is currently Chair of

Ancient + Brave, Non-Executive

Director and Chair of the

Remuneration Committee

of Huel Limited (a nutritional

food company) and Chair of

Tortilla Mexican Grill plc. Emma

was formerly Non-Executive

Director, Senior Independent

Director and Chair of the

Remuneration Committee of

The Gym Group plc. She was

previously Chief Executive

Officer at Wagamama and

subsequently an Advisory Board

Member of the Wagamama

Brand Board. Emma has also

held senior marketing roles at

Merlin Entertainments, Pizza

Express and Unilever. Emma’s

extensive operational, customer

service, digital and marketing

skills, combined with her non-

executive and remuneration

committee experience, allow

her to provide valuable strategic

insight and challenge, including

to further enhance delivery on

our customers’ needs, as well

serving as a strong foundation

for her effective performance as

Remuneration Committee Chair.

Current external commitments:

Chair of Tortilla Mexican Grill plc,

Non-Executive Director of

Huel Limited and Chair of

Ancient + Brave.

Vicky Jarman

BEng, ACA

Non-Executive Director

Committees:

A

N

R

Date appointed to the Board:

February 2020

Independent: Yes

Relevant skills and experience:

Vicky is currently a Non-Executive

Director of Melrose Industries plc.

She is a chartered accountant

who qualified at KPMG before

spending over ten years with

Lazard Ltd working in the

Investment Banking team and

then as Chief Operating Officer

for the London and Middle East

operations until 2009. Vicky has

previously been a Non-Executive

Director and Chair of the Audit

Committees of Equiniti Group plc,

Hays plc and De La Rue plc, a Non-

Executive Director of Signature

Aviation plc and Entain plc and

Senior Independent Director

at Equiniti Group plc. Vicky’s

significant financial, commercial

and non-executive experience

enable her to contribute to the

strategy of the business and its

long-term sustainable success,

and provide a strong basis for

her effective performance as

Audit Committee Chair.

Current external commitments:

Non-Executive Director

of Melrose Industries plc.

Champa Magesh

MBA, MSIM

Non-Executive Director

Committees:

A

N

R

Date appointed to the Board:

August 2022

Independent: Yes

Relevant skills and experience:

Champa is currently Managing

Director for the Hospitality

division of The Access Group, a

private equity-owned business

management software provider.

Champa was formerly a member

of the executive team at Trainline

plc and President of Trainline

Partner Solutions, where she

was responsible for Trainline’s

business travel and white

label businesses. Champa has

over 20 years’ international

Nick Hampton

MA (Hons)

Senior Independent Director

Committees:

A

N

R

Date appointed to the Board:

October 2016 (Senior Independent

Director from 30 March 2023)

Independent: Yes

Relevant skills and experience:

Nick is currently Chief Executive

Officer (previously Chief Financial

Officer) of Tate & Lyle PLC, and

prior to this spent 20 years with

PepsiCo in a number of financial,

commercial and operational

roles. Nick’s strong financial

background, and general

management experience, as well

as his deep knowledge of GPE,

provide a strong basis for him

to offer wise counsel in his role

as Senior Independent Director.

Current external commitments:

Chief Executive Officer

of Tate & Lyle PLC.

Mark Anderson

Dip Mgmt, MBA, FRICS

Non-Executive Director

Committees:

A

N

R

Date appointed to the Board:

September 2021

Independent: Yes

Relevant skills and experience:

Mark is currently Property and

International Managing Director

of Whitbread Plc and leads its

international businesses and

M&A activities. Mark previously

spent 16 years at J Sainsbury PLC

in a variety of senior positions,

finally managing all aspects

of its property estate. Mark’s

significant property, operational

and customer service knowledge

and expertise, gained over many

years, enable him to provide

valuable strategic insight

and challenge to Board and

Committee discussions.

Current external commitments:

Property and International

Managing Director of Whitbread

Plc and Trustee of Tourism for

All UK.

Changes to the Board during 2023/24

– Alison Rose stepped down from the Board on 6 July 2023.

– Karen Green joined the Board on 1 December 2023.

Governance

95Annual Report 2024 Great Portland Estates plc

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Audit

Committee

See Committee

report on pages

116 to 123

Nomination

Committee

See Committee

report on pages

110 to 115

Leadership and purpose

The Board’s attendance in 2023/24

Attendance at scheduled Board and Committee meetings during the year was as follows:

1.  There were five scheduled Board meetings in 2023/24. The Board

meeting that would typically be held at the end of March was

held on 4 April 2024 and therefore technically falls into 2024/25.

All Directors attended that meeting. The Board also held a

strategy review session on 5 April 2024 and additional meetings

in the year to consider matters of a time-sensitive nature –

see Board activities on pages 97 and 106 and 107.

2.  Non-Executive Directors (including the Chair), where not a

member of a Committee, have a standing invitation to attend

meetings of that Committee where appropriate.

3.  Executive Directors are not members of the Audit, Nomination

or Remuneration Committees. However, they are invited to

attend for parts or all of certain Committee meetings

where appropriate.

4.  Karen Green was appointed to the Board and also the Audit,

Nomination and Remuneration Committees with effect from

1 December 2023. The numbers in parentheses are the number

of meetings she could have attended in the year.

5.  Alison Rose stepped down from the Board at the conclusion

of the 2023 AGM held on 6 July 2023. The numbers in parentheses

are the number of meetings she could have attended in the year.

Alison Rose was unable to attend the Remuneration Committee

meeting held on 18 April 2023 due to a late scheduling conflict

with a material business commitment. Alison received meeting

papers in advance and was able to provide comments to the

Committee Chair.

5

Scheduled meetings

5

Scheduled meetings

4

Scheduled meetings

5

Scheduled meetings

1

Chair

2

Richard Mully

– –

Executive Directors

2

Toby Courtauld

– – –

Nick Sanderson

– – –

Dan Nicholson

– – –

Non-Executive

Directors

3

Mark Anderson

Karen Green

4

Nick Hampton

Vicky Jarman

Champa Magesh

Alison Rose

5

Emma Woods

Board meetings attended

Board meetings not attended

Committee meetings attended

Committee meetings not attended

Board

Remuneration

Committee

See Committee

report on pages

124 to 143

(1/1)  (1/1)  (2/2)  (1/1)

(2/2)  (1/1)  (1/1)  (1/2)

96 Great Portland Estates plc Annual Report 2024

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Board activities

The Board typically meets for scheduled Board meetings six times a year in addition to an annual strategy review session.

The Board also meets as necessary to consider matters of a time-sensitive nature.

The role and interaction of the Board and its Committees during the year

The Board has a duty to promote the long-term sustainable success of the Company for its shareholders. The Board is

responsible for establishing and monitoring the Company’s purpose, values and strategy and ensuring that these and its culture

are aligned. Its role includes the oversight of human resource levels and succession planning, approval of major acquisitions,

disposals, capital expenditure and financing arrangements and of the Group’s systems of internal control, governance and

risk management. The Board provides and promotes effective and entrepreneurial leadership across the business within

the Group’s governance framework.

May July September November January April

1

Purpose, strategy and implementation

Purpose and strategic review, discussion and setting of business plan

Chief Executive’s report including market conditions dashboard, operational

parameters, strategic risks and opportunities, leasing activity, sustainability,

IT & innovation and team resourcing

–

Executive Director’s and other Board reports on valuation, key portfolio

and development activities, asset strategies, the longer-term pipeline,

new business opportunities and health and safety updates

–

Chief Financial & Operating Officer’s report including forecasts, finance

initiatives, debt and equity markets updates, social impact updates and

operational matters including Flex, customer experience, marketing and HR

–

Shareholder analysis and/or investor relations updates

–

Board property tour

– – – – –

Risks

Formal review of risk management and internal controls

– – – –

Ongoing monitoring of risks

Governance

Review of half-year or annual results, going concern,

viability statement, dividend policy and analyst presentation

– – – –

Stakeholder feedback, including shareholders and analysts,

employees, customers, communities, suppliers, joint venture partners

and local planning authorities

Reports from Board Committees

–

Corporate governance matters including authority levels,

Terms of Reference, UK Corporate Governance Code compliance

– – – – –

Health and safety updates

–

Sustainability updates including vision, strategy, targets and Roadmap

Corporate Responsibility including review of the Company’s

Modern Slavery Statement, Financial Crime, Ethics, Gifts and Hospitality

and Whistleblowing Policies

– – – –

Evaluation

Board evaluation

– – – – –

Conflicts of interest

Board meeting matter

1.  The Board meeting that would typically be held at the end of March was held shortly after the year end, on 4 April 2024.

Other ad hoc matters for consideration by the Board at both

scheduled and unscheduled Board meetings, in addition to

the above, include:

– major potential acquisitions and disposals;

– significant leasing arrangements;

– approval of major developments;

– significant financing arrangements;

– Board and senior management appointments; and

– appointments of principal advisers.

A forward agenda for the Board is maintained to ensure that

all necessary and appropriate matters are covered during the

year and to allow sufficient time for discussion and debate.

The Board receives papers and presentations from the Executive

Directors and senior managers are regularly invited to attend

to provide further insight and feedback on specific matters.

Significant matters discussed and major transactions approved

by the Board in the year are shown on pages 106 and 107.

Where Directors are unable to attend meetings, their comments,

as appropriate, are provided to the Board or Committee

Chair prior to the meeting.

At least annually, the Board reviews the nature and scale

of matters reserved for its decision.

Governance

97Annual Report 2024 Great Portland Estates plc

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Our purpose, strategy, values and culture

Our purpose is to unlock potential, creating sustainable space

for London to thrive. In setting our purpose, we believe our role

relates not only to our buildings, but also to the people who live

and work there and what and how we contribute to the wider

public realm, community and environment.

The Board sets our strategy and strategic priorities to align

with our purpose, which informs our decisions regarding our

acquisition, repositioning, operation or sale of properties.

Our purpose is underpinned by our values and behaviours, which

encapsulate who we are and how we do business. Our purpose,

values and behaviours were originally articulated through a

Board-sponsored, employee-driven initiative and we again

enlisted the help of our colleagues to revisit and update our

values in the year. Engaging all our employees in this way helps

to ensure we have a unifying purpose and set of values which

are well understood and regularly discussed. At GPE, everyone

is accountable for living by our shared set of behaviours,

which form an important part of our workforce policies

and remuneration processes.

Our culture is underpinned by a clear alignment of purpose,

strategy, values and incentives. It is our culture that makes

us unique. Further details regarding our culture, values

and behaviours can be found on page 63.

Our culture inspires us to go further for our customers,

partners, each other and the business. As we innovate and

adapt in a fast-changing market to deliver our customer,

sustainability, technology and flexible space ambitions,

our strong culture has never been more important and

we must therefore work hard to preserve and enhance it.

A key objective for the Board is to monitor our culture,

and to address any instances where there is a misalignment

between our purpose, culture, values and behaviours.

Our culture is not about rules, but about actions, and the

Board and senior management seek to lead by example

in communicating and demonstrating the values and

behaviours which lie at the heart of our culture.

How the Board monitors culture

The Board is committed to ensuring that

the tone of our values is set from the top by

both the Board and senior management.

Our smaller size and the high level of

regular Board interaction with employees

facilitates the Board’s monitoring of

culture and the implementation of our

values, which we do in a number of ways:

– inclusion of culture, values and

behaviour-led questions within

employee surveys, with Board

analysis of the results;

– regular face-to-face engagement

with employees as part of our

Non-Executive Director breakfast

programme, our programme of

employee engagement sessions,

Board and Committee presentations,

property tours and other meetings

and engagements throughout the year

(see ‘Engaging with our employees’

on pages 102 and 103 for more details);

– demonstration of our values is

an integral part of our annual

performance reviews, with outcomes

being reported via the Remuneration

Committee. 360-degree feedback

reviews for senior management

prompt open feedback on culture

and values which then feeds into an

individual’s personal development plan.

Our personal bonus structure ensures

a strong link between the values and

remuneration, with a proportion of

each employee’s personal bonus based

on their values and behaviours;

– Executive Committee members

hold regular ‘Listening’ sessions

with colleagues across the business,

the feedback from which is discussed

with the Board;

– policies, pay and diversity and inclusion

activities are reviewed and developed

to ensure they appropriately capture

and reflect our values;

– reviews of compliance, whistleblowing

statistics, health and safety incidents

and internal audit reports to identify

and address any areas not meeting

expected standards of conduct

or behaviour;

– feedback from our stakeholder

engagement programmes, including

our customer survey results, helps

the Board to assess how the values

and behaviours are embedded in

our interactions with third parties

and the way we do business; and

– review of supplier payment practices.

The Board is satisfied that there remains a

high level of engagement with our values.

However, safeguarding our culture and

further embedding our values remains

a continuous area of focus. Following

this year’s feedback, a number of

actions have been taken to help further

strengthen our culture and drive the

right behaviours through our activities.

These have included:

– implementing initiatives within our

People Plan, an ongoing process, to

positively impact our culture through a

focus on diversity, equity and inclusion;

– endorsing the launch of new

development programmes for

our managers and senior leaders

to build on their leadership and

management capabilities;

– following the participation by all

members of our Executive Committee

in a nine-month inclusive leadership

programme, running a similar

programme for other members

of senior management together

with compulsory Inclusion Workshops

for all colleagues;

– the inclusion of diversity and inclusion

KPIs within the annual bonus measures

for senior executives;

– continuing the work of our

Race & Ethnicity, Women’s, Health

& Wellbeing and Parents & Carers’

employee-led impact groups,

overseen by the Inclusion Committee,

aimed at making our culture even

more inclusive through engagement,

initiatives and events;

– adopting a new Company value which

was developed with our colleagues –

‘We value every customer’ – as we

continue to build on our customer-

centric culture;

– holding a series of compulsory

all-employee workshops designed

to embed our Customer First

approach across all our operations

and business activities; and

– demonstrating support for wellbeing

and good mental health by sponsoring

activities throughout the year and

regularly communicating the resources

made available to colleagues.

Leadership and purpose continued

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Stakeholder engagement

Understanding the views of all our stakeholders and fostering of business relationships

The Board oversees and receives regular updates throughout the year on engagement activities with our key stakeholders.

The Board develops its understanding of these key stakeholder views in a number of different ways, including the following:

Investors The Chair engages with major shareholders on matters of governance and strategy,

and Committee Chairs engage, as appropriate, on their areas of responsibility. Formal

and informal discussions are held with shareholders in the context of the Company’s AGM.

Shareholders are invited to attend the AGM in person and those unable to attend in person

are given the opportunity to ask questions of the Board via e-mail in advance of the meeting.

We have a comprehensive investor relations programme with regular reporting of feedback

to the Board. Members of the Board also attend investor events to hear views and questions

first-hand. Our Executive Directors and Corporate Finance team have regular dialogue

with our debt providers and report to the Board on their feedback.

Our people High levels of direct engagement are maintained throughout the year through numerous

mechanisms, including our formal programmes of Non-Executive Director breakfast

meetings and ‘An Audience with…’ employee engagement sessions, our Non-Executive

Director mentoring programme, property tours, employee presentations and other meetings

and events. The Board also receives regular reports on employee feedback, including from

employee engagement surveys, ‘Listening Sessions’ hosted by Executive Committee members

with small groups of employees, and from the work of the Inclusion Committee and our

various Employee Impact Groups.

Customers  The Board meets customers where possible as part of its cycle of property tours.

Board papers include regular updates on our Customer First programme and customer

engagement activities, including feedback from customer meetings which are periodically

attended by Executive Directors, updates on discussions with property agents and feedback

from industry forums and events and marketing campaigns. The Board discusses Net Promoter

Scores and feedback from independent customer surveys. The Board also receives updates

on occupier trends and market analysis from internal and external presenters.

Joint venture partners Frequent engagement with joint venture partners throughout the year is led by our

Executive Directors, at least one of whom serves on each joint venture board, with regular

updates and reporting of key matters to the Board.

Communities Our Social Impact Strategy, which is designed to create a lasting positive social impact

in our communities, is set by the Board, with implementation overseen by our Social Impact

Committee which is chaired by the Chief Financial & Operating Officer. The Board receives

regular updates on activities and initiatives, including the measurement of the social

value we create.

Local planning

authorities

Our relationships with key planning authorities are critical to the delivery of new spaces

in London. Our Executive Director and Development Director regularly report to the Board

on recent engagement activities, including planning discussions, community considerations

and any development consultations involving key stakeholders and local residents.

Suppliers Engagement is led through our Development, Leasing, Customer Experience, Health and

Safety and Sustainability teams, with information received through regular Board reports

and presentations. The Board often engages directly with contractors during development

site visits and may also receive external presentations from suppliers such as property

agents and valuers. The Audit Committee reviews GPE’s supplier payment practices

and performance twice-yearly.

Further details of our relationships and engagement with key stakeholders, how stakeholder issues have been monitored

and considered by the Board through our scheduled Board meetings, and discussion of matters between these meetings,

are explained in more detail in:

Our stakeholder relationships on pages 69 to 72

Our people and culture on pages 63 to 68

Our approach to risk on pages 74 to 87

Engaging with our investors on pages 100 and 101

Engaging with our employees on pages 102 and 103

Impact of engagement on Board decisions on page 104

What we did in 2023/24 on pages 106 and 107

Governance

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What we did in 2023/24

– Roadshow: US

(New York & Chicago)

– Conference:

Morgan Stanley

(London)

– Equity sales force

meetings x1

June

May

November

January

– Roadshows: London

– Conference: Kempen

(Netherlands)

– Equity sales force

meetings x3

– Roadshows: London &

Netherlands (virtual)

– Conferences:

JP Morgan (London),

UBS (London)

– Equity sales force

meetings x2

– Conference:

Barclays (London)

– Roadshow: Asia

(Hong Kong and

Singapore)

July

– Annual General

Meeting

– Fireside chat:

Numis (London)

– Equity sales force

meetings x1

– Conferences:

Bank of America

(New York), EPRA

(London), Goldman

Sachs (London)

September

Institutional shareholders by geography at 31 March 2024

1%

1%

45%

28%

United Kingdom

United States

Europe

Asia Pacific

Rest of World

25%

Investor contact by method

90

53

15

158

meetings

Meeting

Conference

Tour

2023

2024

Engaging with our investors

The Board aims to maintain an open relationship with our investors based on a clear investment case and transparent disclosure.

As a result, we maintain a regular dialogue with shareholders, potential shareholders, debt providers and analysts through a

comprehensive investor relations programme.

See more about our largest shareholders on page 145

Sustainability indices 2023/24

Given the increased focus on sustainability, the Board

believes that it is essential to provide transparent reporting.

We therefore participated in a number of sustainability

indices during the year:

– CDP

– EPRA

– MSCI

– FTSE4Good

– ISS

– GRESB

See more about our approach to sustainability on pages 37 to 62

200+

Investors met during the year

Leadership and purpose continued

– Conference: Peel Hunt

(London)

– EPRA/Bloomberg

Real Estate Summit

(London)

April

– Investor & Analyst

Flex Session

– Property tours

February

March

– Conferences:

Citi (US), Bank of

America (London)

– Property tours

– Equity sales force

meetings x1

100

Great Portland Estates plc Annual Report 2024

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Investor & Analyst Flex Session

Since 2017, we have been expanding our provision of

flexible office spaces across our portfolio. As our Flex

offers have grown, we have also increased the amount

of information we provide to investors and analysts to

help deepen market understanding of our activities.

In February 2024, we hosted an online Investor &

Analyst Flex session to highlight the opportunity that

Flex presents when leasing smaller offices in London,

including an overview of our activities, how we differ

from our competitors and the returns we expect over

the coming years. We also took the opportunity to

provide an update on progress at our exciting larger

refurbishments including 6 St Andrew Street, EC4

and 141 Wardour Street, W1. There were more than

100 attendees at the session.

Our approach

Our Investor Relations programme is executed across

a number of geographies, reflecting the international

nature of our share register, and through a variety

of routes including roadshows, meetings at industry

conferences, investor and analyst events, property

tours and presentations to analysts and investment

banks’ equity sales teams.

The Board is also committed to providing investors

with regular announcements of significant events

affecting the Group, including its business activity

and financial performance. These announcements

are available on the Group’s website at www.gpe.co.uk

along with results webcasts, analyst presentations,

property videos, press releases and interviews with

the management team.

The Executive Directors and the Director of Financial

Reporting and Investor Relations are the Company’s

principal representatives with investors, analysts,

fund managers, press and other interested parties,

and independent feedback on presentations by the

Executive Directors to shareholders and analysts is

provided to the Board on a regular basis.

The Executive Directors and Corporate Finance team

also have regular dialogue with our debt providers,

including relationship banks, private placement

investors and debenture holders and report back

to the Board as appropriate.

Activities during the year

Our engagement with our shareholders during the year

was extensive. In addition to roadshows and attendance

at conferences, we hosted an Investor and Analyst Flex

session online to provide a deeper dive on our Flex activities

and held a series of property tours to showcase a number

of our recent property acquisitions.

The Executive Directors and senior management had 158

virtual and in-person meetings with over 200 shareholders,

and potential shareholders, from a broad range of institutions

during the year. This included participating in 12 industry

conferences, which provided the management team with

the ability to meet a large number of investors on a formal

and informal basis. We also held five roadshows to meet

with investors from London, the Netherlands (virtual) and the US

and a trip to Asia to meet investors in Hong Kong and Singapore.

We actively seek feedback after every roadshow, which is

provided to the Board on a regular basis.

Examples of topics raised in the year

– Our view on the markets in which we operate;

– London economic activity and its impact on office demand,

retail footfall and occupancy;

– Higher interest rates and their impact on future returns

from the development pipeline;

– Our expectation of when the interest rate cycle will turn

and the implications for forward-look property values;

– The expansion of our Flex offers, our ambition for

growth and their respective financial returns;

– The increasingly challenging planning regime in London

and the impact on the supply of new space;

– The increasing bifurcation between the best space and

the rest, including the importance of sustainability; and

– Evolving working patterns including the impact of

working from home, technology and design.

We used these topics to shape both the content of

subsequent investor presentations and our communications

to the market to ensure that we meet their expectations.

Next steps

Following the announcement of our year-end results,

we will be embarking on our post-results IR programme

over the early summer. We will be conducting in-person

roadshows in London, the Netherlands and the US and

attending the Morgan Stanley and BNP conferences

in London.

“ We had a busy year from an IR perspective.

Our priorities included showcasing a

number of our recent property acquisitions

and providing more granular information on

our Flex office activities, which culminated

in an online Flex event in February 2024.”

Stephen Burrows Director of Investor Relations

and Joint Director of Finance

6 St Andrew Street

Governance

101Annual Report 2024 Great Portland Estates plc

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An audience

with Champa

Magesh

One of our ‘Audience with…’

sessions this year was held

with Champa Magesh,

hosted by Rebecca Bradley,

our Director of Customer

Experience & Relationships.

Rebecca opened the session by

exploring the evolution of Champa’s

career and her extensive international

business experience. Champa discussed

the importance of having a growth

mindset and seeking out opportunities

for development, which resonated

with colleagues.

This led to an engaging discussion

on resilience, and how GPE and its

employees can navigate change by

amplifying its passion and strengths,

embracing opportunity and focusing

on the positive outcomes for customers.

Champa also highlighted the need

to stay true to GPE’s strong culture

and values during periods of change

and transformation.

Champa answered questions and

provided her insights on customer

service, maintaining positive

relationships, the need for continuous

feedback and improvement and

how GPE can further drive progress

in this area, also learning from

other industries. This was a helpful

discussion as we strengthen our

approach to customer engagement.

Champa spoke about the future of

technology and artificial intelligence,

its potential impacts on the workplace

and how it could be an enabler of

revenue growth and efficiency for

GPE and a tool to provide further data

insight to support decision making.

Champa answered questions

regarding diversity and inclusion,

the use of diversity targets, the

role of GPE’s Employee Impact

Groups and the responsibility

of all colleagues to foster and

maintain an inclusive environment.

The discussion supported GPE’s

ongoing focus in this area.

There was an opportunity for

employees to ask questions and

exchange views with Champa

across a broad range of topics

which affected them.

The session was engaging and

interactive. It was well attended

by employees and received

positive feedback.

Engaging with our employees

Being a relatively small company of approximately 135

employees operating in one location, there is a high level of

visibility of the Board by employees and vice versa. Given this

high level of visibility, the Board has decided not to adopt any

of the three specific employee engagement methods referred

to in the 2018 UK Corporate Governance Code at this time.

Instead, we have adopted the following employee engagement

arrangements, which the Board believes have operated

effectively during the year, to provide it with regular formal

and informal employee feedback for consideration as part

of the Board’s decision-making process:

– a formal programme of breakfast meetings between the

Non-Executive Directors and members of the Executive

Committee and senior management. These meetings have

no fixed agenda and provide a useful forum to discuss what

is happening in day-to-day operations and the associated

challenges which might not be significant enough individually

to warrant formal reporting at Board meetings; and

– a Non-Executive Director, on a rotational basis, presenting to

all employees in a discursive format approximately twice yearly

on a particular theme, followed by a Q&A session. To facilitate

these sessions, we have set up an online portal for employees

to raise questions, anonymously if they wish, in advance of the

event. Employees are also invited to ask questions and to share

their views on the day. These sessions are also designed for

Board members to provide the Board’s views, as appropriate,

on matters raised through employee engagement, and

feedback from the sessions is reported to the Board. Our latest

sessions were led by Champa Magesh in November 2023 and

by Karen Green in April 2024, each of which is described below.

In addition to these arrangements, direct Board engagement

with employees during the year has included the following:

– in September, property tours of 141 Wardour Street and the

Soho Square Estate as part of the annual Board property tour

involving our New Business, Development, Project Management,

Leasing and Flex and Customer Experience teams;

Leadership and purpose continued

“ The session was an excellent

opportunity to hear

Champa’s views on the

evolving digital landscape

and the transformative

impact that AI might have

in general and for GPE. She

also shared helpful insight on

her career progression and

how to become a successful

female executive.”

Kay Fraser

Deputy Company Secretary

102

Great Portland Estates plc Annual Report 2024

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An audience

with Karen

Green

Our latest ‘Audience with…’

session was held with

Karen Green, hosted by

Andrew White, our

Development Director.

Andrew introduced Karen, GPE’s newest

NED, and explored with Karen her career

path and motivations. Karen discussed

personal development, self-belief

and suggestions for how everyone

can develop their confidence and

raise their profile.

Karen responded to questions about

her role as a Non-Executive Director

and what attracted her to GPE,

and shared her impressions of GPE as

a leader in its industry and on matters

of sustainability. This led to a discussion

regarding the risks and opportunities

presented by sustainability challenges,

and the importance of GPE’s Social

Impact Strategy.

Karen discussed her experience

of customer service in the insurance

industry and the need to prioritise

areas that will deliver most value

for GPE’s customers.

Karen spoke about the importance

of a strong culture, and how it was

hoped that GPE’s organisational

redesign would help empower

colleagues to learn and to develop.

Employees were interested to

hear Karen’s views on employee

engagement and colleagues

considered additional feedback

mechanisms which will now be

considered for the coming year.

There was an engaging conversation

on diversity and inclusion, the need

to accelerate progress both at

GPE and across the wider industry

and the value of mentoring in

developing a diverse talent pipeline.

Additional mentoring opportunities

for diverse talent are now being

planned. Karen also shared her own

experience as a woman in business

and her work as a Trustee of the

Wellbeing of Women charity.

Karen also answered questions

covering a variety of subjects,

including hybrid working, the role

and potential impacts of artificial

intelligence for the real estate

industry and areas in which the

insurance and real estate sectors

might collaborate.

The event was well-received

with good levels of attendance.

– presentations made to the Board by the Executive

Committee team at scheduled Board meetings;

– Board presentations and Q&A sessions by Heads

of Department and other employees on key matters

including acquisitions, development appraisals, leasing,

our Flex business, customer experience, IT and cyber

security, health and safety, sustainability, financing,

leasing, investor relations, diversity and inclusion

and corporate governance;

– mentoring sessions between Non-Executive Directors

and members of senior management as part of our

Non-Executive Director Mentoring Programme;

– all-staff quarterly review meetings led by our Chief Executive

which provide an informal forum for employees to discuss

and raise questions regarding key events at GPE; and

– all employees are invited to attend a weekly update

meeting on Monday mornings, led by our Chief

Executive and other Executive Directors, to discuss key

developments and concerns.

During the year, we also adopted a number of initiatives

and activities to maintain levels of employee engagement,

wellbeing and feedback, which we continue to evolve to

further support our people.

See more on pages 63 to 68

“ It was great to hear

directly from Karen at our

latest ‘Audience with…’

She offered a really fresh

perspective on why GPE

appeals to her, and her

extensive journey to date.

It was a very authentic

conversation about

her career but also the

importance of embedding

a positive culture in

the workplace.”

Yasemin Kiani

Communications Lead

Governance

103Annual Report 2024 Great Portland Estates plc

![]()

Board consideration of stakeholder interests and s.172(1) matters

Impact on decisions

Some examples of how the Board has considered stakeholder interests and s.172(1) matters in its decision making in 2023/24

are set out below and in ‘What we did in 2023/24’ on pages 106 and 107. Further details on our stakeholder engagement,

and our response, can also be found on pages 69 to 72.

French Railways House &

50 Jermyn Street, SW1 (FRH)

1 4 5 6

In September 2023, the Board approved the

redevelopment of FRH having secured an

to option sign a development agreement

and regear the headlease with freeholder,

The Crown Estate.

The Board discussed the strong business case for the

redevelopment and its wider stakeholder impacts

compared to alternative business

strategies, including a sale or

refurbishment. This included

the review of performance

metrics, procurement

and construction costs

in a volatile market,

the leasing prospects

for the scheme and the

prospective returns for

GPE and its shareholders.

The Board considered

customer and agent feedback

and market analysis, which had

highlighted strong customer demand for prime office

space in a location where there was a tightening of

supply and a limited development pipeline.

The Board had regard to the positive impact the

scheme would have on local communities and the

engagement to date with key stakeholders in designing

the scheme. The impact on the Group’s employees was

also considered, noting that the scheme would offer

employees development, project management and

innovation opportunities.

The Board considered GPE’s sustainability agenda

and stakeholder expectations and the exemplary and

market-leading sustainability credentials of the building

which would include a steel frame comprised of reused

steel from the careful deconstruction of the previous

building at 2 Aldermanbury Square, EC2. The Board also

considered GPE’s ongoing work with suppliers to reduce

carbon impacts.

Having weighed up the balance of risks and potential

returns, it was concluded that the proposals aligned

with GPE’s purpose and strategy and, in view of the

value expected to be delivered to stakeholders, that

GPE should proceed with the redevelopment of FRH.

See more on pages 23 and 24

Acquisition of 16/19 Soho Square,

29/43 Oxford Street and

7 Falconberg Mews, W1

(the Soho Square Estate)

1 2 4 6

In August 2023, the Board approved the

acquisition of the corporate vehicle holding

the freehold interests of the Soho Square Estate

for cash consideration based on a property

value of £70 million.

The Board noted how the acquisition of the mixed-use

buildings presented the opportunity to build on GPE’s HQ

development footprint in a core target Soho location,

close to the Elizabeth line, along with flagship retail

fronting Oxford Street. Office and retail market analysis

for the area was reviewed which indicated the likelihood

of strong customer demand for prime

assets in an undersupplied market.

The Board considered the

mitigation of transaction risks

and the financial impact of

the acquisition, including

the attractive pricing and

anticipated returns for

GPE and its shareholders.

While the site benefited

from an existing planning

consent for a new development

scheme, opportunities also existed

to enhance the scheme’s design and

massing to further improve prospective returns

for shareholders and respond to customer demand.

The Board noted plans to upgrade the buildings to improve

their sustainability, biodiversity and wellbeing credentials

in accordance with GPE’s net zero carbon commitments

and stakeholder expectations. Opportunities to support

local community needs were also noted.

From an employee perspective, the acquisition would

drive further momentum in the business and provide

employees with additional development opportunities.

Having regard to stakeholder interests, and the

long-term sustainable value expected to be delivered

for stakeholders, the Board approved the acquisition

of the Soho Square Estate.

See more on pages 11, 24 and 25

Leadership and purpose continued

1

Denotes strategic priorities for 2023/24 as set out on pages 14 and 15.

104 Great Portland Estates plc Annual Report 2024

![]()

How we behave, human rights, supplier

stewardship and anti-corruption and

anti-bribery matters

We aspire to the highest standards of conduct based on

honesty and transparency in everything we do. Our Executive

Committee has a high level of oversight over the Group’s day-

to-day policies and procedures and carries out regular reviews

of the appointment of contractors, consultants and suppliers.

We support the principles of the UN Declaration of Human Rights

and core conventions of the International Labour Organization.

Our expectations on human rights are set out across a number

of our policies and procedures as we seek to avoid causing

or contributing to adverse human rights impacts through our

activities. In our business relationships, we look to demonstrate

a commitment to fundamental human rights through our

own behaviours and look to engage suppliers whose values

and business principles are consistent with our own. Whilst we

require all our suppliers to comply with standards and codes that

may be specific to their industry, our Supplier Code of Conduct

also sets out the additional standards that we require of our

suppliers in this regard. GPE team members regularly meet

with main contractors to share information on industry best

practice, including in relation to human rights, modern slavery,

health and safety and responsible sourcing.

In September 2023, we published our latest Modern Slavery

Act Statement, which can be found at www.gpe.co.uk/our-

modern-slavery-statement, setting out the steps we have

taken over the past year, and intend to take over the next

12 months, to ensure our suppliers and their supply chains

adopt similar standards to our own to prevent slavery and

human trafficking taking place within our supply chain.

Formal policies in place in relation to human rights,

anti-bribery and corruption, fraud and sanctions matters

include our overarching Financial Crime Policy, together with

our Ethics, Gifts and Hospitality, Whistleblowing, Use of GPE

Suppliers, Conflicts of Interest and our Inside Information and

Share Dealing Policies. All new employees receive training

on these policies as part of their induction process. A formal

compliance statement relating to these policies is required

to be signed off by employees annually, with any matters

of concern reported to the Audit Committee. There were no

significant matters to report to the Audit Committee in relation

to these policies in the year ended 31 March 2024. The Audit

Committee also reviews our Financial Crime, Ethics, Gifts and

Hospitality and Whistleblowing Policies annually. Our policies

can be found at www.gpe.co.uk/about-us/governance

Whilst we consider our industry to be relatively low risk

with regard to money laundering, we also have a formal

Anti-Money Laundering Policy in place and specific

training is provided to employees as appropriate.

Our conflict of interest procedures

The Company’s Articles of Association allow the Board to

authorise potential conflicts of interest that may arise and to

impose such limits or conditions as it thinks fit. The Company

has established a procedure whereby any actual or potential

conflicts of interest that may arise must be authorised by the

Board, maintained on a register and periodically reviewed,

with Directors required to update the Board with any

changes to the nature of any conflicts disclosed.

A Director who has a conflict of interest is not counted in

the quorum or entitled to vote when the Board considers

the matter in which the Director has an interest and

the Director may be excluded from the meeting where

appropriate. The Board considers these procedures to

be working effectively.

Our approach to Board induction

and development

Having joined the Board as a new Non-Executive Director

this year, Karen Green received a comprehensive induction

programme over a number of months which was facilitated

by the Chair and the General Counsel & Company Secretary

and tailored to Karen’s individual needs. Our induction

process is designed to develop the Director’s knowledge and

understanding of the Group, covering key areas including

GPE’s purpose, values, culture and strategy, its corporate

governance, risks and internal controls and the industry and

markets in which it operates. Our induction programme

for new Directors is delivered through:

– meetings with the Chair, wider Board, General Counsel

& Company Secretary and relevant Committee Chairs;

– a structured programme of meetings with executives

and senior managers to provide a deeper understanding

of risks and opportunities and stakeholder interests;

– meetings with advisers, including the internal and

external auditors and brokers, to provide a valuable

external perspective;

– property tours to see assets first-hand and to learn

more about GPE’s asset and development plans;

– access to a library of reference materials covering

key areas including strategy, finance and operations,

governance, risk management and internal controls; and

– training as appropriate on key policies, statutory duties

and legal and governance requirements.

To enable the Board to discharge its duties, all Directors

receive appropriate and timely information, including briefing

papers distributed in advance of Board meetings and regular

property tours conducted by the relevant GPE teams.

The Board strongly supports the ongoing development of

its Directors. The Directors may, at the Company’s expense,

take independent professional advice and are encouraged

to continually update their professional skills and knowledge

of the business and wider industry. Senior managers and

external advisers presented to the Board during the year on

a range of subjects, including: macro-economic and political

risks; industry themes and developments; the global and UK

real estate investment market; the flexible space market and

GPE’s flexible space offer; property innovation and technology;

climate change and sustainability; planning regulation;

cyber risk; and accounting and governance developments.

Directors also individually attend seminars or conferences

associated with their expertise or areas of responsibility and

are provided each quarter with a list of relevant upcoming

seminars by various firms. Director training is reviewed

by the Nomination Committee and development areas are

discussed with individual Directors as part of the annual

performance evaluation process.

Governance

105Annual Report 2024 Great Portland Estates plc

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May/June June/July August/September November January/February March/April

Strategy,

governance, risk

and opportunity

management

– Discussion of 2023/24 key

priorities, themes, strategic

actions and team resourcing

– Discussion of market

conditions, the macro-

economic environment,

capital allocation implications

and the strategic risks and

opportunities

– Update on real estate trends,

customer demand and rent

collection

– Discussed asset strategies

and potential sales and

acquisitions

– Received an update on

activities being undertaken in

relation to the development

pipeline, including the Minerva

House planning process and

the challenging planning

environment

– Received an update from

GPE’s corporate brokers

on the market backdrop

and GPE’s positioning

and opportunity

– Approval of the refurbishments

of (i) Egyptian & Dudley

House, Piccadilly; and (ii)

Alfred Place, each as Fully

Managed spaces

– Approval of an option

to regear the headlease

and sign a development

agreement with the

freeholder at FRH

– Update on Executive

Committee ‘Away Day’,

including discussions on

market dynamics, team

effectiveness, delivery of

a Customer First culture

and the evolution of GPE’s

Roadmap to Net Zero

– Approval of the appointment

of Karen Green as a

Non-Executive Director

– Approval of the acquisition

of the Soho Square Estate

– Strategy update and

discussion of GPE’s strategic

response to the economic

environment and return of

the property cycle

– Update on Flex activities,

including market conditions,

performance, customer

retention and team resourcing

– Approval of a new

£250 million unsecured term

loan to support the delivery

of strategic priorities and

funding of a £175 million

private placement debt

maturity

– Approval of the definitive

appraisal and commitment to

progress the redevelopment

of FRH

– Authority given to progress

the Minerva House scheme

design and prepare the

building for demolition

– Noted a health and safety

update and progress

against KPIs

– Discussion of key

market themes, macro

conditions and the relative

performance of the London

office market

– Received an update from

GPE’s corporate brokers

regarding macro conditions

and opportunities as the

property cycle returns

– Received a review of GPE’s

technological capabilities

and discussed opportunities

to strengthen the enterprise

architecture and the

role of data analytics in

decision-making

– Review of potential

asset sales

– Discussion of a

potential acquisition

– Noted void rates and

void mitigation strategies

– Noted progress against the

GPE Customer Roadmap

– Supported the

appointment of PwC

as GPE’s third-party

sustainability data

assurance provider

– Review of key themes and

priorities to be addressed

as part of the March 2024

strategy review

– Approval of a £200 million

short term debt facility

– Approval of the definitive

appraisal for the 141 Wardour

Street refurbishment scheme

– Discussion of the London

Flex office leasing market,

customer retention and

the benefits of product

differentiation and building

clusters in micro-locations

– Discussion of the

recommendations arising

from the internal Board

evaluation

– External presentations on

the economy and the central

London office market

– Adoption of a new Digital,

IT and Innovation Strategy

– Approved a revised Health

& Safety Policy Statement

– Received an update on

customer experience

activities

– Approved the acquisition

of The Courtyard building

as part of a swap deal with

95/96 New Bond Street

– Approval of the definitive

appraisal and commitment to

progress the redevelopment

of Minerva House

– Approval of the definitive

appraisal for the

refurbishment of 200

Gray’s Inn Road

Understanding

the views of

stakeholders,

the interests of

employees and

the fostering

of business

relationships

– Received an update on recent

employee ‘pulse’ engagement

survey results and feedback

from Executive Committee

‘Listening Sessions’

– Discussion of customer

experience initiatives, strong

NPS results and development

of actions plans in response to

feedback, including meetings

with detractors and process

improvements

– Approved updates to GPE’s

Sustainability Policy

– Consideration of engagement

with freeholders, including

to progress the regear of the

headlease at French Railways

House & 50 Jermyn Street

(FRH)

– Recommendation of the

payment of a final dividend

to shareholders

– Noted shareholder feedback

on the proposed new Directors’

remuneration policy and

changes made in response

– Approved proposed new

Restricted Share Plan to

support employee motivation

and retention

– Consideration of feedback

from investor meetings

following the year-end

results, including in respect

of macro challenges, market

bifurcation, earnings and

opportunities to strengthen

GPE’s Flex messaging

– Noted updates on Customer

First employee workshops and

a customer panel discussion

focused on customer

service strategies

– Noted feedback from joint

venture partners regarding

the management of assets

and JV strategies

– Received feedback regarding

GPE’s successful Community

Week and funds raised for

charity partner, XLP

– Consideration of reports

from institutional shareholder

advisory bodies and the

recommendations for

the AGM

– Discussion of the sustainability

landscape and developing

stakeholder, local authority,

regulatory and wider

expectations, including in

respect of net zero carbon

and offsetting strategies,

and the implications for

GPE’s sustainability strategy

– Noted activities to deepen

freeholder relationships with

potential to pursue wider

acquisition and partnership

opportunities

– Discussion of a review

to simplify the sesame®

workplace app and improve

user experience in response

to feedback

– Noted improvements to

customer engagement to

drive actionable insights

– Discussion of development,

planning, procurement and

construction pricing risks

and mitigating actions in

collaboration with suppliers

– Review of investor relations

activities and analyst updates

– Approval of GPE’s 2023

Modern Slavery Statement

– Discussion of feedback

from joint venture partners

– Supported the adoption of a

new GPE senior management

ethnic diversity target to

increase representation

and further support

GPE’s inclusive culture

– Discussion of design

progression for near-term

schemes, including Minerva

House, to meet evolving

customer, local community

and sustainability needs

– Approval of the

interim dividend

– Discussion of Customer

Experience team resourcing

to meet GPE’s customer

ambitions and positive

feedback from new Flex

customer onboarding

surveys

– Discussion of a planned ‘Flex

teach-in’ session for investors

and analysts and feedback

indicating that Flex was well-

understood and considered

to be an important part of

the market going forward

– Discussed feedback from

an investor roadshow in Asia

suggesting improvements

in sentiment towards the

UK real estate market

– Received an update, in

response to evolving market

expectations, on plans to

update GPE’s Roadmap to

Net Zero and sustainability

targets, including to work

with customers and suppliers

to reduce their carbon

emissions

– Noted feedback from

freeholders in relation to

proposed headlease regears

and asset business plans

– Review of feedback from an

institutional investor roadshow

in November, including positive

feedback on Flex progress and

ongoing focus on development

returns, leverage, growth

and the scale of acquisition

opportunities

– Noted GPE’s attainment

of Level Three Disability

Confident Employer

accreditation

– Approved GPE’s updated

Roadmap to Net Zero

and sustainability targets

– Update on results of

the recent customer

satisfaction survey and

Net Promoter Score and

action plans to respond

to feedback on processes

to address maintenance

and building issues and

opportunities to strengthen

strategic relationships,

customer communications

and the sesame® app

– Approved the adoption

of a new Company value –

‘We value every customer’

– Discussion of the impacts

of social impact activities

and the creation of

£1.5 million of social value

in the year

What we did in 2023/24

Leadership and purpose continued

2023

Soho Square

Estate

Consideration of stakeholder engagement

Alfred Place

Soho Square

Estate

French

Railways House

106 Great Portland Estates plc Annual Report 2024

![]()

May/June June/July August/September November January/February March/April

Strategy,

governance, risk

and opportunity

management

– Discussion of 2023/24 key

priorities, themes, strategic

actions and team resourcing

– Discussion of market

conditions, the macro-

economic environment,

capital allocation implications

and the strategic risks and

opportunities

– Update on real estate trends,

customer demand and rent

collection

– Discussed asset strategies

and potential sales and

acquisitions

– Received an update on

activities being undertaken in

relation to the development

pipeline, including the Minerva

House planning process and

the challenging planning

environment

– Received an update from

GPE’s corporate brokers

on the market backdrop

and GPE’s positioning

and opportunity

– Approval of the refurbishments

of (i) Egyptian & Dudley

House, Piccadilly; and (ii)

Alfred Place, each as Fully

Managed spaces

– Approval of an option

to regear the headlease

and sign a development

agreement with the

freeholder at FRH

– Update on Executive

Committee ‘Away Day’,

including discussions on

market dynamics, team

effectiveness, delivery of

a Customer First culture

and the evolution of GPE’s

Roadmap to Net Zero

– Approval of the appointment

of Karen Green as a

Non-Executive Director

– Approval of the acquisition

of the Soho Square Estate

– Strategy update and

discussion of GPE’s strategic

response to the economic

environment and return of

the property cycle

– Update on Flex activities,

including market conditions,

performance, customer

retention and team resourcing

– Approval of a new

£250 million unsecured term

loan to support the delivery

of strategic priorities and

funding of a £175 million

private placement debt

maturity

– Approval of the definitive

appraisal and commitment to

progress the redevelopment

of FRH

– Authority given to progress

the Minerva House scheme

design and prepare the

building for demolition

– Noted a health and safety

update and progress

against KPIs

– Discussion of key

market themes, macro

conditions and the relative

performance of the London

office market

– Received an update from

GPE’s corporate brokers

regarding macro conditions

and opportunities as the

property cycle returns

– Received a review of GPE’s

technological capabilities

and discussed opportunities

to strengthen the enterprise

architecture and the

role of data analytics in

decision-making

– Review of potential

asset sales

– Discussion of a

potential acquisition

– Noted void rates and

void mitigation strategies

– Noted progress against the

GPE Customer Roadmap

– Supported the

appointment of PwC

as GPE’s third-party

sustainability data

assurance provider

– Review of key themes and

priorities to be addressed

as part of the March 2024

strategy review

– Approval of a £200 million

short term debt facility

– Approval of the definitive

appraisal for the 141 Wardour

Street refurbishment scheme

– Discussion of the London

Flex office leasing market,

customer retention and

the benefits of product

differentiation and building

clusters in micro-locations

– Discussion of the

recommendations arising

from the internal Board

evaluation

– External presentations on

the economy and the central

London office market

– Adoption of a new Digital,

IT and Innovation Strategy

– Approved a revised Health

& Safety Policy Statement

– Received an update on

customer experience

activities

– Approved the acquisition

of The Courtyard building

as part of a swap deal with

95/96 New Bond Street

– Approval of the definitive

appraisal and commitment to

progress the redevelopment

of Minerva House

– Approval of the definitive

appraisal for the

refurbishment of 200

Gray’s Inn Road

Understanding

the views of

stakeholders,

the interests of

employees and

the fostering

of business

relationships

– Received an update on recent

employee ‘pulse’ engagement

survey results and feedback

from Executive Committee

‘Listening Sessions’

– Discussion of customer

experience initiatives, strong

NPS results and development

of actions plans in response to

feedback, including meetings

with detractors and process

improvements

– Approved updates to GPE’s

Sustainability Policy

– Consideration of engagement

with freeholders, including

to progress the regear of the

headlease at French Railways

House & 50 Jermyn Street

(FRH)

– Recommendation of the

payment of a final dividend

to shareholders

– Noted shareholder feedback

on the proposed new Directors’

remuneration policy and

changes made in response

– Approved proposed new

Restricted Share Plan to

support employee motivation

and retention

– Consideration of feedback

from investor meetings

following the year-end

results, including in respect

of macro challenges, market

bifurcation, earnings and

opportunities to strengthen

GPE’s Flex messaging

– Noted updates on Customer

First employee workshops and

a customer panel discussion

focused on customer

service strategies

– Noted feedback from joint

venture partners regarding

the management of assets

and JV strategies

– Received feedback regarding

GPE’s successful Community

Week and funds raised for

charity partner, XLP

– Consideration of reports

from institutional shareholder

advisory bodies and the

recommendations for

the AGM

– Discussion of the sustainability

landscape and developing

stakeholder, local authority,

regulatory and wider

expectations, including in

respect of net zero carbon

and offsetting strategies,

and the implications for

GPE’s sustainability strategy

– Noted activities to deepen

freeholder relationships with

potential to pursue wider

acquisition and partnership

opportunities

– Discussion of a review

to simplify the sesame®

workplace app and improve

user experience in response

to feedback

– Noted improvements to

customer engagement to

drive actionable insights

– Discussion of development,

planning, procurement and

construction pricing risks

and mitigating actions in

collaboration with suppliers

– Review of investor relations

activities and analyst updates

– Approval of GPE’s 2023

Modern Slavery Statement

– Discussion of feedback

from joint venture partners

– Supported the adoption of a

new GPE senior management

ethnic diversity target to

increase representation

and further support

GPE’s inclusive culture

– Discussion of design

progression for near-term

schemes, including Minerva

House, to meet evolving

customer, local community

and sustainability needs

– Approval of the

interim dividend

– Discussion of Customer

Experience team resourcing

to meet GPE’s customer

ambitions and positive

feedback from new Flex

customer onboarding

surveys

– Discussion of a planned ‘Flex

teach-in’ session for investors

and analysts and feedback

indicating that Flex was well-

understood and considered

to be an important part of

the market going forward

– Discussed feedback from

an investor roadshow in Asia

suggesting improvements

in sentiment towards the

UK real estate market

– Received an update, in

response to evolving market

expectations, on plans to

update GPE’s Roadmap to

Net Zero and sustainability

targets, including to work

with customers and suppliers

to reduce their carbon

emissions

– Noted feedback from

freeholders in relation to

proposed headlease regears

and asset business plans

– Review of feedback from an

institutional investor roadshow

in November, including positive

feedback on Flex progress and

ongoing focus on development

returns, leverage, growth

and the scale of acquisition

opportunities

– Noted GPE’s attainment

of Level Three Disability

Confident Employer

accreditation

– Approved GPE’s updated

Roadmap to Net Zero

and sustainability targets

– Update on results of

the recent customer

satisfaction survey and

Net Promoter Score and

action plans to respond

to feedback on processes

to address maintenance

and building issues and

opportunities to strengthen

strategic relationships,

customer communications

and the sesame® app

– Approved the adoption

of a new Company value –

‘We value every customer’

– Discussion of the impacts

of social impact activities

and the creation of

£1.5 million of social value

in the year

The table below provides examples of our significant discussions, transactions and appointments over and above the

scheduled matters outlined on page 97, together with examples of our oversight of engagement with stakeholders

and consideration of s.172(1) matters since April 2023. You can read our s.172(1) statement on page 72.

2024

141 Wardour Street

Minerva House

141 Wardour Street

The Courtyard

Minerva House

Governance

107Annual Report 2024 Great Portland Estates plc

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Division of responsibilities

Audit Committee

four scheduled meetings a year

oversees financial reporting

monitors risk management

and internal controls

scrutinises activities and performance

of the external auditor

conducts, as appropriate, the tender

process for the external audit contract

evaluates internal auditor

and audit plan

Remuneration Committee

five scheduled meetings a year

establishes Directors’ remuneration policy to

be proposed to shareholders for approval

sets executive remuneration schemes

reviews Executive Committee member

objectives and achievements

approves senior management

remuneration and incentive awards

approves variable remuneration targets

approves the Directors’ remuneration report

reviews wider workforce pay policies and

alignment of incentives with culture

Executive

Committee

meets fortnightly

implements the

Group’s strategy

oversees transactions

monitors risks and

opportunities

responsible for succession

planning, resourcing and

people development

Sustainability

Committee

meets four times a year

manages climate change

risk and resilience

reviews progress

and development of

sustainability strategy

monitors environmental

compliance

oversees allocation of

Decarbonisation Fund

development sub-committee

focuses on innovation and

opportunities of net zero carbon

development and refurbishment

portfolio sub-committee focuses

on reducing carbon emissions

in the existing portfolio

Social Impact

Committee

meets four times a year

sets direction for the Group’s

social value creation

oversees implementation

of the Group’s Social

Impact Strategy, charitable

partnerships and donations

Inclusion Committee

meets six times a year

provides oversight of Group

diversity and inclusion initiatives

oversees the work of

Employee Impact Groups

monitors feedback and identifies

areas for improvement

Health and Safety

Committee

meets four times a year

reviews the Group’s health

and safety compliance

and performance

provides oversight on

Health and Safety Strategy

identifies and reviews

opportunities for improvement

Nomination Committee

five scheduled meetings a year

recommends Board appointments

approves senior

management appointments

oversees succession planning and

development of a diverse pipeline

responsible for Board

effectiveness evaluation

typically six scheduled

meetings a year

sets strategy

provides oversight of

purpose, culture and risk

approves major transactions

provides oversight of governance

oversees climate change risk

and sustainability strategy

The role of the Board

and its Committees

during the year

Board

Board

Committees

Management

Committees

See Nomination Committee report

on pages 110 to 115

See Our people and culture

on pages 63 to 68

See Strategic Report

on pages 01 to 80

See Strategic Report

on pages 01 to 80

See Sustainability on our

website www.gpe.co.uk/

sustainability/working-safely

See Sustainability on our

website www.gpe.co.uk/

sustainability

See Directors’ remuneration report

on pages 124 to 143

See Audit Committee report

on pages 116 to 123

See Our approach to risk

on pages 74 to 87

See Board activities on pages 97 to 107

See biographies of the current Directors on pages 94 and 95

See the division of responsibilities of the Directors on pages 108 and 109

108 Great Portland Estates plc Annual Report 2024

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The division of responsibilities of the Directors

The Board currently comprises the Non-Executive Chair, three Executive Directors and six independent Non-Executive

Directors and is supported by the General Counsel & Company Secretary. The Chair and the other Non-Executive Directors

meet regularly without the Executive Directors, and at least once a year the Non-Executive Directors meet without the Chair.

In addition, individual Directors meet routinely outside the formal Board meetings as part of each Director’s contribution

to the delivery of the Company’s strategy and review of operations.

The Executive Directors meet every two weeks with senior management as the Executive Committee, chaired by the

Chief Executive, to attend to the ongoing management of the Group. The Executive Committee makes decisions within

the parameters set out in the Group’s Delegated Authorities which govern the taking and escalation of significant decisions.

Significant operational and market matters are communicated to the Non-Executive Directors on a timely basis outside

of the Board meetings. All Directors have access to the advice and services of the General Counsel & Company Secretary,

who is responsible to the Chair on matters of corporate governance.

Each year the Schedule of Board Responsibilities and Terms of Reference for the roles of Chair, Chief Executive and Senior

Independent Director are revisited by the whole Board and are available on our website at www.gpe.co.uk/investors/governance

Roles and responsibilities of the Directors:

Chair  Richard Mully

Richard is responsible for leading the Board and for its effectiveness, meeting

with shareholders as appropriate, ensuring a culture of openness, transparency

and debate and helping the Chief Executive ‘to set the tone from the top’ on the

Company’s purpose, values and culture. As part of his role in leading the Board,

he ensures that the Board provides constructive input into the development

of strategy, understands the views of the Company’s key stakeholders and

provides appropriate oversight, challenge and support.

As Chair, Richard also leads the Nomination Committee.

Chief Executive Toby Courtauld

Toby is responsible for setting the Group’s strategic direction, implementing the

agreed strategy, the operational and financial performance of the Group and

the day-to-day management of the Company, including setting the tone for, and

ensuring oversight of, the Company’s culture through ‘living our values’ and ensuring

the Board is aware of key stakeholders’ views. As part of his role, Toby is responsible

for leading the Executive and Sustainability Committees, has executive responsibility

for climate change and sustainability matters and has responsibility for oversight

of the IT, Innovation & Digital Transformation, Leasing and Legal & Corporate

Secretariat functions.

Chief Financial &

Operating Officer

Nick Sanderson

Nick supports the Chief Executive in developing and implementing the Group

strategy and all financial matters. As part of his operations role, Nick has responsibility

for oversight of the valuation process and the HR, Customer Experience, Flex and

corporate Marketing functions. Nick also leads the Social Impact Committee.

Executive Director Dan Nicholson

Dan further supports the Chief Executive in developing and implementing the

Group strategy while he has specific responsibility for portfolio management and

development management. Dan also leads the Health and Safety Committee,

has Board responsibility for health and safety and leads the New Business team.

Senior

Independent

Director

Nick Hampton

Nick acts as a sounding board for the Chair, leads the other independent

Non-Executive Directors in the performance evaluation of the Chair and is available

to shareholders as required. As part of his role, he also acts as an intermediary for

the Non-Executive Directors if necessary and is an independent point of contact

in the Group’s whistleblowing procedure. As Senior Independent Director, Nick

is also responsible for the Chair’s succession process, working closely with the

Nomination Committee.

Non-Executive

Directors

Mark Anderson

Karen Green

Vicky Jarman

Champa Magesh

Emma Woods

Responsible for bringing an external perspective and providing constructive

challenge and support to the Board’s deliberations and decision making, using

their broad mix of business skills, knowledge and experience acquired across

different business sectors. They are also responsible for monitoring the delivery of

the agreed strategy within the risk management framework set by the Board and

promoting high standards of integrity and corporate governance. As Committee

Chair, Emma Woods is responsible for leading the Remuneration Committee,

while Vicky Jarman is responsible for leading the Audit Committee. Each Committee

Chair seeks engagement with shareholders, as appropriate, on significant matters

relating to their areas of responsibility.

Governance

109Annual Report 2024 Great Portland Estates plc

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Composition, succession and evaluation

Directors’ tenure (as at 31 March 2024)

’02 ’03 ’04 ’05 ’06 ’07 ’08 ’09 ’10 ’11 ’12 ’13 ’14 ’15 ’16 ’17 ’18 ’19 ’20 ’21 ’22 ’23 ’24

Toby Courtauld 21 yrs 11 mths

Nick Sanderson 12 yrs 8 mths

Dan Nicholson 2 yrs 7 mths

Richard Mully 7 yrs 5 mths

Mark Anderson 2 yrs 7 mths

Karen Green 4 mths

Nick Hampton 7 yrs 7 mths

Vicky Jarman 4 yrs 2 mths

Champa Magesh 1 yr 8 mths

Emma Woods 2 yrs 2 mths

Executive Directors   Non-Executive Directors

Board diversity and tenure (as at 31 March 2024 and the date of this report)

Gender

1

Male – 60%

Female – 40%

Age

40–50

51–56

57+

Ethnic group

1

White – 90%

Ethnic Minority – 10%

Board balance

Chair

Executive Directors

Independent Non-Executive Directors

1.  As at 31 March 2024 and the date of this

report, GPE met the FTSE Women Leaders

Review target to have at least 40% female

representation on the Board and the Parker

Review target to have at least one Director

from an ethnic minority background. GPE

does not currently meet the FTSE Women

Leaders Review target to have at least one

woman in a senior Board role (Chair, SID, CFO

or CEO). GPE’s Board Diversity & Inclusion

Policy, which was updated in March 2023, can

be found on our website at www.gpe.co.uk/

investors/governance. Further information

can be found on pages 112 and 113.

8

1

1

4

6

3

1

6

9

P

a

r

k

e

r

R

e

v

i

e

w

Diversity

characteristics

F

T

S

E

W

o

m

e

n

L

e

a

d

e

r

s

1

Board composition and diversity

The diagrams below show the Board’s composition, tenure and diversity characteristics.

The biographical details of the Directors can be found on pages 94 and 95 which show the breadth of their skills

and experience, why their contribution is important to the Company’s long-term sustainable success, and their

membership of the Company’s various Committees.

Further details regarding diversity and inclusion at GPE can be found on pages 68, 112 and 113.

110 Great Portland Estates plc Annual Report 2024

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In making any recommendations for Board appointments,

the Nomination Committee consults with the Chief Executive

and other members of the Board as appropriate. During the

year, the Chief Executive was invited to attend Nomination

Committee meetings to provide the Committee with updates

on human resourcing, diversity and inclusion activities, talent

development and succession planning. The Chief Executive

and the Chief Financial & Operating Officer also provided

their input into Board recruitment processes.

In making recommendations to the Board on Non-Executive

Director appointments, the Nomination Committee

specifically considers the expected time commitment of the

proposed Non-Executive Director and other commitments

they already have. Agreement of the Board is also required

before a Director may accept any additional commitments

to ensure possible conflicts of interest are identified and that

the Directors will continue to have sufficient time available

to devote to the Company. In November 2023, the Board

carefully considered the proposed appointments of Emma

Woods as a Non-Executive Director of Ancient + Brave and

of Champa Magesh as Managing Director for the Hospitality

division of The Access Group, noting their other current

commitments. The Board was satisfied that these changes

would not impact Emma’s or Champa’s independence or

commitment and that in each case they would continue

to be able to add significant value to their respective

roles at GPE.

Non-Executive Directors are not appointed for specific terms

but, in accordance with the UK Corporate Governance Code,

are subject to annual re-election. All proposed re-elections

to the Board are formally considered by the Nomination

Committee, taking account of each individual’s effectiveness

and commitment to the role.

The Nomination Committee also reviews the recommendations

of the Board evaluation process and progress against the

recommendations from the previous year.

Our process

The Nomination Committee Terms of Reference are

available on the Company website at www.gpe.co.uk/

investors/governance

The Nomination Committee membership generally

includes all of the Non-Executive Directors. At the start of

the financial year, the Nomination Committee comprised

the Chair of the Board, Richard Mully, and six independent

Non-Executive Directors, namely Mark Anderson, Nick

Hampton, Vicky Jarman, Champa Magesh, Alison Rose and

Emma Woods. Alison Rose stepped down from the Board,

and therefore the Committee, with effect 6 July 2023.

Karen Green was appointed to the Committee with effect

from her appointment to the Board on 1 December 2023.

Our approach

The key objectives of the Committee are to

regularly review the skills and experience of the

Board to ensure that it is the right size, structure

and composition taking into account the skills,

experience, independence, knowledge and diversity

of Directors and the future strategy of the Group.

It is the Committee’s role to consider succession

planning for the Board and senior executives below

Board level, to oversee the development of a diverse

pipeline for succession and to lead on the process

for Board appointments.

As part of its objectives, the Committee reviews

and recommends to the Board (i) the compositions

of the Audit, Nomination and Remuneration

Committees, taking into consideration individuals’

experience, ongoing training and development

needs, their time commitments and the benefits

of diversity; and (ii) the re-election of Directors by

shareholders at the Annual General Meeting.

Nomination

Committee

1.  Alison Rose also served as a member of the Nomination Committee during

the year, stepping down from the Board and the Committee on 6 July 2023.

Committee members

1

Director Role

Richard Mully Chair

Nick Hampton Senior Independent Director

Mark Anderson Non-Executive Director

Karen Green Non-Executive Director

Vicky Jarman Non-Executive Director

Champa Magesh Non-Executive Director

Emma Woods Non-Executive Director

Further details regarding Committee

memberships, meetings and attendance

can be found on page 96.

Governance

111Annual Report 2024 Great Portland Estates plc

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Composition, succession and evaluation continued

Dear fellow shareholder

On behalf of the Nomination Committee, welcome to the

report of the Nomination Committee for the year ended

31 March 2024. The Committee has continued to focus

on Board recruitment and succession planning and the

progression of our diversity and inclusion agenda.

Board and Committee composition

The Nomination Committee regularly reviews the composition

of the Board and its Committees to ensure they have the

requisite skills, experience, diversity and knowledge in

alignment with the Group’s strategy. The Committee also gives

ongoing consideration to the length of service of, in particular,

Non-Executive Directors, to ensure Board membership is

regularly refreshed and that appropriate succession plans

are in place.

As I explained in last year’s report, having identified the need

to strengthen the Board’s City, financial and transaction

experience, the Committee instructed executive search

firm, Russell Reynolds, to support with the search for an

additional Non-Executive Director with the desired skills

and experience. Russell Reynolds has no connection

with the Company or any individual Directors other than

to assist with Executive and Non-Executive succession

planning and appointment processes.

As part of the recruitment process, the Committee reviewed

diverse longlists from which refined shortlists of candidates

were selected for interview. Following a detailed selection

process the Committee recommended to the Board the

appointment of Karen Green, who joined the Board and each

of its Committees from 1 December 2023. Karen’s considerable

City, financial markets and non-executive experience enables

her to provide valuable commercial insight and to contribute

to the development and execution of the Group’s strategy.

I am delighted Karen has joined us, together with the other

additions we have made to the Board over the last few years,

bringing essential skills and expertise to the Board for the

future. I would also like to record my thanks to Alison Rose,

who stepped down from the Board at our AGM on 6 July 2023,

for her valuable contributions and insight.

The Committee also spent time during the year discussing

succession planning for Nick Hampton, our Senior Independent

Director (SID), whose nine-year tenure is due to end in October

2025, and also for my role as Chair, given I will have served

nine years on the Board in December 2025. Chair and SID

succession planning, and the shape and timings of associated

processes to ensure a smooth transition, will remain an area of

focus over the next year. We anticipate that Nick Hampton will

lead the process at the appropriate time to find my successor.

The Committee aims for GPE to achieve the FTSE Women

Leaders Review and Listing Rule target for at least one of the

Chair, SID, CEO and CFO positions to be held by a woman,

and the benefits of diversity will continue to be an important

consideration in our Board succession planning, including

our ongoing succession planning for the Chair and SID roles.

Succession planning and talent development

During the year, in addition to the Board processes described

above, we have considered the development plans and

succession planning for Executive Directors, the Executive

Committee and senior leaders. As part of this process, the

Committee considers the depth and quality of the succession

pipeline, the skills and capabilities required for the future

strategic needs of the business, retention and succession

planning risks, personal development needs and the

strengthening of diversity and inclusion.

Recognising and developing our top talent is key to ensuring

that we have a healthy and diverse pipeline of current and

potential future leaders, and this remains a key area of focus

for the Board and Committee. We have progressed our

Non-Executive Director mentoring programme for selected

members of the GPE team and continue to oversee our wider

talent development programme. Further details can be

found on pages 63 to 68.

To enhance the delivery of our Customer First approach as we

continue to innovate, digitise our activities and grow our Flex

workspace offer, we were pleased to endorse organisational

design changes as well as several senior operational role

changes in the year. This included: Rebecca Bradley, Director

of Customer Experience & Relationships, assuming leadership

of our new Customer Strategy & Insights team; Simon Rowley

being appointed to the newly created role of Director of Flex

Workspaces; Jordan McLean joining GPE in the newly created

role of Director of Digital & Technology; and Helen Hare,

Director of Projects, assuming responsibility for our Building

Surveying and Technical Services teams. Details of these and

other changes made to strengthen the team can be found

on page 66.

Our approach to diversity and inclusion

We recognise the strategic importance of a diverse Board

and workforce which is representative of our stakeholders

and which provides different perspectives to support the

development and delivery of our strategy.

The Board’s Diversity & Inclusion Policy, adopted in March

2023, specifically applies to the Board and its Committees

and supports GPE’s wider approach to diversity. A copy of

the policy can be found on our website at www.gpe.co.uk/

investors/governance. We believe that the Board should

comprise Directors with a diverse mix of attributes including

but not limited to skills, knowledge, experience, gender,

ethnicity, age and educational, professional and socio-

economic background. Different perspectives and points of

view improve decision making, and we believe that ultimately

“ The Committee has continued

to focus on Board recruitment

and succession planning, and

the progression of our diversity

and inclusion agenda.”

Richard Mully Chair of the Nomination Committee

112 Great Portland Estates plc Annual Report 2024

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this will benefit GPE’s stakeholders through better business

performance. The Board also believes that the tone for

diversity and inclusion at GPE must be set from the top;

having a diverse leadership team and an open and inclusive

culture is aligned to our core values and expected behaviours.

We expect our search consultants to ensure that the

candidate pool for appointments to the Board is sufficiently

wide and includes candidates from a variety of backgrounds

with a wide range of experience and strengths to reflect

the Board’s diversity aims. This approach to recruitment is

mirrored across the business.

From a gender perspective, the Committee supports

the recommendations set out in the FTSE Women Leaders

Review. As at 31 March 2024, women represented 40% of

the Board, 25% of the Executive Committee and 37% of

the population comprising the Executive Committee and

their direct reports. The Board’s Diversity & Inclusion Policy

also states our aim for there to be at least one woman in

a senior Board role (Chair, SID, CEO or CFO) by the end of

2025 at the latest.

We are pleased to have met the Parker Review target to

have at least one Director from a minority ethnic background

and, as explained below, we are working to increase ethnic

minority representation across the organisation.

Diversity and inclusion, and the development of a diverse

management pipeline, remain a key priority and the Board,

along with the Nomination and Remuneration Committees,

continues to drive and oversee our progress in these areas

under our People Plan. To inject further pace, for 2023/24,

Executive Directors and other senior executives were

given a specific annual bonus scorecard measure linked

to progress against two of our aspirational diversity and

inclusion targets:

– for 40% of senior leadership roles (Executive Committee,

Department Director and Heads of Department roles)

to be held by women by 2025 (31 March 2024: 33.3%); and

– for 20% of all management roles to be held by colleagues

who identify with an ethnic minority category (as identified

by the ONS) by 2025 (31 March 2024: 15%).

In line with the Parker Review recommendations for

FTSE 350 companies, the Committee has also set a further

target for at least 15% of the population comprising

the Executive Committee and their direct reports to be

represented by individuals who identify with an ethnic

minority category (as identified by the ONS) by the end

of 2027 (31 March 2024: 4.2%).

We continue to make progress in many areas but

recognise there is much work still to do and the Committee

continues to oversee the development, implementation

and progress of diversity and inclusion initiatives under our

Board-approved People Strategy. The work of our Inclusion

Committee and four Employee Impact Groups has continued

to provide a voice for colleagues from under-represented

groups. This year also saw the launch of compulsory inclusion

workshops for all colleagues, the completion of an inclusive

leadership programme by Department Directors and Heads

of Department and a series of ‘Listening Sessions’ hosted

by Executive Committee members with colleagues from

across the business.

We believe that these, and the many other initiatives

across the business, are helping to educate colleagues

and foster a diverse and inclusive culture. We were delighted

to become a Level 3 Disability Confident Employer in the

year and to receive a Clear Assured Bronze level diversity

and inclusion accreditation, reflecting the positive progress

being made in many areas.

Further details regarding our diversity and inclusion initiatives

and progress can be found on pages 63 to 68.

Committee and Director effectiveness review

This year, the Committee oversaw an internal Board and

Committee effectiveness review. The review concluded that

the Board and its Committees, including the Nomination

Committee, continue to operate efficiently and effectively.

Details of the review and its findings can be found on

pages 114 and 115.

All proposed elections and re-elections to the Board are

formally considered by the Nomination Committee, taking

account of each individual’s continued effectiveness and

commitment to the role. Following this review, I can confirm

that each of the Non-Executive Directors is considered

effective in their roles and both independent of the executive

management and free from any business or other relationship

which could materially interfere with their exercising

of independent judgement. The SID also met with the

Directors to appraise my own performance.

Richard Mully

Chair of the Nomination Committee

22 May 2024

Statement in accordance with Listing Rule

9.8.6R(9) on Board Diversity

As at 31 March 2024, GPE met the targets specified in Listing

Rules 9.8.6R(9)(a) and (c) with the Board comprising 40% women

and having one Director from a minority ethnic background.

However, while the key roles of Audit Committee Chair and

Remuneration Committee Chair are both held by women, the

Board has not yet met the target under Listing Rule 9.8.6R(9)(b)

for at least one of the Chair of the Board, Chief Executive,

SID or CFO positions to be held by a woman.

All Board appointments are based on merit and objective criteria,

taking account of the benefits of diversity and, as explained on

page 112, the benefits of diversity are an important consideration

in our ongoing succession planning for the roles of Nick Hampton

(SID) and Richard Mully (Chair) who will have served on the Board

for nine years in October 2025 and December 2025 respectively.

It is the Board’s aspiration and intention to meet the target

specified in Listing Rule 9.8.6R(9)(b) as we refresh our Board over

time and, as set out in our Board Diversity & Inclusion Policy, we

aim to meet all targets set out in Listing 9.8.6(9) by no later than

the end of 2025. We will provide further updates on our succession

planning and recruitment processes at the appropriate time.

Details regarding GPE’s gender and ethnic diversity data,

including that required by Listing Rule 9.8.6R(10), and our

approach to collecting data, can be found on page 68.

Governance

113Annual Report 2024 Great Portland Estates plc

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Composition, succession and evaluation continued

Our 2023/24 Board evaluation process

In accordance with the recommendations of the Code, we undertake a review of the effectiveness of the Board’s performance

and that of its Committees and Directors every year, with an external evaluation held at least every three years.

Our progress against the actions identified through the 2022/23 external review facilitated by Milena Djurdjevic of Calibro

Consult, an external board evaluation specialist, is set out below:

An internal Board and Committee effectiveness review

was undertaken in 2023/24 which was led by Nick Hampton,

our SID, with the support of the General Counsel & Company

Secretary. The process, which was agreed by the Nomination

Committee, involved completion of an online questionnaire

followed by individual meetings with Directors, a detailed

report of findings and discussion at the January 2024

Board meeting.

The aim of the review was to assess the effectiveness of

the Board, its Committees and individual Directors in order

to identify any actions to improve how Directors fulfil their

duties and become a more effective Board. The review

covered the following key themes:

– the Board’s role, composition and operation;

– the Board’s protocols and behaviours and how

effectively Directors work together to achieve the

Board’s objectives;

– the performance of the Board and its Committees;

– progress against the key actions arising from the

2022/23 external evaluation; and

– focused questions on the Board’s strategic oversight

in the context of the challenging macro environment,

stakeholder feedback, transition to a new external

auditor and diversity and inclusion.

Progress against 2022/23 Board evaluation actions

Actions Progress

Enhancing the Board’s

City, financial markets and

transaction experience.

– Following a detailed recruitment process, Karen Green was appointed to the Board

on 1 December 2023 bringing considerable City and financial markets experience.

To allocate additional Board

time to GPE’s strategy and

transformation.

– Additional time allocated at scheduled Board and Committee meetings to

discuss strategy and transformation, including transformation in the areas

of Flex operations, customer experience, technology and people.

To further deepen the Board’s

knowledge of the developing

flexible space market and

continue to ensure that Flex

has the right structure,

resourcing and oversight.

– Updates on Flex performance and market received at each scheduled Board

meeting. Flexible space market also considered in the context of GPE’s strategy,

acquisition pipeline, refurbishment and customer feedback discussions.

– Further development of Flex management pack and KPIs to monitor performance,

with additional reporting on operational improvements.

– Simon Rowley appointed to the newly created role of Director of Flex Workspaces

with team recruitment and reorganisation to support Flex delivery.

To further develop the Board’s

understanding of technology

and innovation threats and

opportunities, GPE’s ambitions

in these areas and the best

means of achieving them.

(Ongoing focus area)

– Presentations to the Board on progress against prior Innovation Strategy

and internal and external technology risks and opportunities, including AI.

– Creation of new Director of Digital & Technology role. Adoption of new Digital,

IT & Innovation Strategy in April 2024.

– Updates received on cyber security controls and recommendations arising

from a simulated cyber attack exercise.

– Updates received on a review of the sesame® app to maximise its benefits

and further support customer experience.

Board and Nomination

Committee continued focus

on talent development and

Executive Committee and

Board succession planning

and diversity.

(Ongoing focus area)

– Board and Executive Committee gender diversity increased.

– Nomination Committee oversaw organisational design changes, team

reorganisations and associated talent development and succession opportunities.

– Implementation of meaningful diversity and inclusion initiatives – see pages 63 to 68,

112 and 113.

– Diversity and inclusion targets tracked, new senior management ethnic diversity

target introduced in line with Parker Review and clear D&I annual bonus targets set.

114 Great Portland Estates plc Annual Report 2024

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2023

2024

The process also considered the effectiveness of individual

Directors and one-to-one performance feedback was given

by the SID to the Chair and by the Chair to the other Directors

at the end of the process. The review concluded that the

Board, its Committees and individual Directors continue

to operate effectively.

Some of the key strengths identified included:

– an inclusive Board culture which is open, collaborative

and collegiate;

– high levels of engagement from Directors with

strong contributions to both strategic and

organisational discussions;

– a diverse range of skills and perspectives, supported

by recent additions to the Board;

– constructive discussion with good debate and an

appropriate balance of challenge and support;

– well-managed Board and Committee meetings supported

by high quality papers and effective leadership from their

respective Chairs, with a clear focus on priorities; and

– strong progress having been made in response to key

areas of feedback arising from the prior year’s review,

in particular in relation to the implementation of

organisational changes and the development of the

Flex strategy, business plan and operations.

The review identified some recommendations and

opportunities and the key actions arising from the review

are as follows:

What we did in 2023/24

Nomination Committee

– Richard Mully and

Russell Reynolds updated

the Committee on the

search for an additional

Non-Executive Director

with City and financial

markets experience

– The Committee discussed

Executive Committee

talent planning, succession

and development

– The Committee noted

Alison Rose’s decision not

to stand for re-election at

the AGM and subsequently

recommended the

appointment of Karen

Green as a Non-Executive

Director and member of

the Audit, Nomination and

Remuneration Committees

Board

– The Board approved

the appointment of Karen

Green as a Non-Executive

Director

Nomination Committee

– The Committee discussed

the findings from the 2023/24

external Board and Board

Committee evaluation

– The Committee reviewed

Board and Board

Committee compositions

and Board training

– The Committee received

an update on governance

and regulatory requirements,

including the revised UK

Corporate Governance Code

– The Committee reviewed

its Terms of Reference

Board meeting

– The Board and Committee

memberships were approved

Nomination Committee

– The Committee discussed

Executive Director

performance and

development

– The Committee endorsed

proposed senior

operational role changes

and appointments

Nomination Committee

– The Committee endorsed

proposed changes to GPE’s

organisational design

and structure

– The Committee discussed

the findings from a senior

management talent

development, retention and

succession planning review

and Executive Committee

succession planning

– The Committee considered

Chair and SID succession

planning

Board

– The Board considered the

findings from the 2023/24

Board and Board Committee

evaluation

Nomination Committee

– The Committee discussed

the diversity and inclusion

agenda and initiatives

and the development

of a diverse pipeline

– The Committee approved

GPE’s new voluntary ethnic

diversity target for senior

management in line with

the Parker Review

– The Committee received

an update on proposed

organisational design

changes

Key recommendations from the

2023/24 Board evaluation

1

To monitor the implementation of

organisational design and people

changes to ensure that GPE has the

right structure and capabilities to

deliver its ambitious strategic plan.

2

Continuing to oversee the evolution

of the Flex strategy and product

offer to drive differentiated returns

and shareholder value.

3

To maintain close oversight of macro

conditions and the next property cycle

and the implications for GPE’s strategy

and capital allocation decisions.

4

To allocate additional Board

time to considering technology

risks and opportunities, including

implementation of the new Digital,

IT & Innovation Strategy.

5

Ongoing focus on Board composition

and succession planning in view of

Chair and SID tenures and on diversity

representation levels of the Board

and wider business.

March May/June

November

September

January

February

Governance

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Audit, risks and internal controls

Together, the Audit Committee and the Board are responsible

for ensuring the Group has an effective internal control and

risk management system and that the Annual Report provides

a fair reflection of the Group’s activities during the year.

Internal controls and ongoing risk management

The Board is responsible for maintaining and monitoring

the Group’s system of internal control and, at least annually,

reviewing its effectiveness.

Such a system can only provide reasonable, and not absolute,

assurance against material misstatement or loss, as it is

designed to manage rather than eliminate the risk of failure

to achieve business objectives.

The identification and management of risks and opportunities

is part of the GPE mindset, underpinned by evolving processes

and procedures in place for identifying, evaluating and

managing the principal and emerging risks faced by the

Group. These processes and procedures have been in place

for the year under review and up to the date of this report,

are regularly reviewed by the Board and accord with the

Financial Reporting Council’s Guidance on Risk Management,

Internal Control and Related Financial and Business Reporting.

Key features of our system of internal control include:

– a comprehensive system of financial reporting and

business planning;

– a defined schedule of matters reserved for Board decision,

which is reviewed by the Board at least annually;

– an organisational structure with clearly defined levels

of authority and division of responsibilities;

– formal documentation of procedures;

– the close involvement of the Executive Directors and the

other Executive Committee members in day-to-day

operations, including regular meetings with senior

managers to review operational activities and risk

management systems;

– the Executive Committee reporting on control systems

to the Audit Committee and Board, including to annually

confirm its view on whether GPE’s internal controls,

and broader control environment, are appropriate

and operating effectively;

– regular Board review of Group strategy, including forecasts

of the Group’s future performance and progress on the

Group’s development projects;

– formal sign-off on the Group’s Ethics, Financial Crime

(incorporating anti-fraud, bribery and corruption,

facilitation of tax evasion and sanctions), Gifts and

Hospitality and Whistleblowing Policies by all employees

annually; and

– review by the Audit Committee of internal audit reports

and reports from the external auditor.

Twice a year, the Audit Committee carries out, on behalf

of the Board, a review of the Group’s risk management

framework, its principal and emerging risks, key controls and

their oversight during the year. The Group’s systems of risk

management and internal controls involves the identification

of business and financial market risks including social,

ethical and sustainability issues which may impact on the

Group’s objectives, together with the controls and reporting

procedures designed to minimise those risks.

As part of its review, the Audit Committee formally considers

the key controls forming the Group’s system of internal control

and whether these are considered to be operating effectively.

The Committee considers a report from management,

the work of internal audit, as described on page 120, and

feedback from the external auditor. Key control observations,

exceptions and management actions are reviewed and

discussed, and identified risk areas are considered for inclusion

in the internal audit plan where appropriate. Once complete,

the Audit Committee’s review of the Group’s risks and internal

controls, and their effectiveness, is considered by the full

Board. No significant control weaknesses or failures were

identified as part of this year’s internal controls effectiveness

review. During the year, the Board and Audit Committee

have overseen actions to further enhance controls

and the efficiency of GPE’s internal control framework.

This has included:

– the continued embedding of GPE’s fraud risk

assessment process;

– the reorganisation of the Finance team, strengthening

information flows and management oversight of control

areas. Further enhancement of GPE’s controls framework

is being considered in view of the new provisions under

the revised UK Corporate Governance Code;

– the ongoing strengthening of IT disaster recovery

controls in response to recommendations arising from

an internal audit review and the adoption of a new Digital,

Technology and Innovation Strategy; and

– enhancements to sustainability data assurance activities.

The Board and Audit Committee have also continued

to oversee the implementation and development of the

Company’s risk management framework and processes

to ensure these remain fit for purpose.

During the year, the Board and the Audit Committee

have continued to regularly review and monitor the risks,

potential impacts and controls associated with the volatile

macro-economic environment and geopolitical risks arising

from the war in Ukraine and the conflict in the Middle East,

including in respect of rising inflation, interest rates and

property yields, and supply chain pressures. This has included

a review of the impacts on GPE’s operations, development

delivery and costs, valuations, financial forecasts and business

plans. The Group’s business plans continue to be prepared

under a variety of market scenarios to reflect a number

of potential outcomes.

The Board and the Audit Committee have continued their

focus on climate change and decarbonisation risks and the

steps being taken by GPE to mitigate these risks and their

potential impacts on our business and operations. Such steps

have included the updating of our Roadmap to Net Zero,

further details of which can be found on page 39.

The Group’s principal risks relating to ‘Climate change and

decarbonisation’, ‘Adverse macro-economic environment’,

and ‘London attractiveness’ continue to be identified as

the risks which the Board believes could have the greatest

potential impact on the Group’s viability. The Group’s viability

statement can be found on page 88.

The Group’s principal risks and the processes in place

to manage those risks are described in more detail on

pages 74 to 87.

116 Great Portland Estates plc Annual Report 2024

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Audit

Committee

Our process

The Audit Committee Terms of Reference are available on the

Company website at www.gpe.co.uk/investors/governance

At the beginning of the financial year, the Committee

comprised six independent Non-Executive Directors: Vicky

Jarman as Chair, Mark Anderson, Nick Hampton, Champa

Magesh, Alison Rose and Emma Woods. Alison Rose stepped

down from the Board, and therefore the Committee,

at the end of the Company’s Annual General Meeting on

6 July 2023. Karen Green joined the Committee with effect

from her appointment to the Board on 1 December 2023.

The biographies of the current Committee members are set

out on pages 94 and 95. Vicky Jarman, Nick Hampton and

Karen Green have recent and relevant financial experience

and are considered suitably competent in accounting and/

or auditing. The Committee, as a whole, has competence

relevant to the real estate sector.

The Committee provides a forum for review of the Group’s

financial external reporting, including its accounting policies.

In respect of the Group’s half-year and year-end results,

this includes discussions with the Group’s external valuer,

CBRE, on the valuation process and conditions in London’s

real estate markets and with the Group’s external auditor,

PricewaterhouseCoopers LLP (PwC), on any accounting

or audit matters. The Committee reviews the Company’s

sustainability data assurance activities being carried out

by PwC’s sustainability assurance team and considers

the Company’s Task Force on Climate-related Financial

Disclosures in the Annual Report. The Committee also reviews

the adequacy and effectiveness of the Group’s internal

financial controls and internal control and risk management

systems and is responsible for the selection and review of

the effectiveness of the internal and external auditors.

The Chair of the Board, Richard Mully, attends the

meetings reviewing the half-year and year-end results

and has a standing invitation to attend any other meetings

as appropriate. The Chief Executive, Chief Financial &

Operating Officer, Executive Director, Director of Investor

Relations and Joint Director of Financial Reporting, other

members of senior management and representatives

from the external auditor and internal auditor also attend

Committee meetings as appropriate.

The Committee typically meets four times a year, with the

meetings aligned with our financial reporting timetable.

Our approach

The key objectives for the Audit Committee are to

review and report to the Board and shareholders on

the Group’s financial reporting, internal control and

risk management systems, and on the independence

and effectiveness of the external auditor.

Committee members

1

Director Role

Vicky Jarman Committee Chair

Nick Hampton Senior Independent Director

Mark Anderson Non-Executive Director

Karen Green Non-Executive Director

Champa Magesh Non-Executive Director

Emma Woods Non-Executive Director

Further details regarding Committee

memberships, meetings and attendance

can be found on page 96.

1.  Alison Rose also served as a member of the Audit Committee during the year,

stepping down from the Board and the Committee on 6 July 2023.

Governance

117Annual Report 2024 Great Portland Estates plc

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In addition, the Committee has continued to monitor UK

audit and corporate governance reforms and consider the

implications of the revised UK Corporate Governance Code

(the Revised Code) which was published in January 2024.

The majority of the changes will apply to the Company from

the accounting period commencing 1 April 2025 with certain

provisions concerning internal controls and risk management

reporting to apply from the subsequent accounting period.

The Committee has also had regard to the ‘Audit Committees

and the External Audit: Minimum Standard (Minimum Standard)’

against which it will report under the Revised Code. While the

Committee considers that it met the requirements of the

Minimum Standard in 2023/24, it is considering opportunities

to enhance processes regarding the evidence it obtains from

stakeholders regarding the effectiveness of the external audit

in view of the recommendations of the Minimum Standard.

Valuation of the portfolio, accounting

considerations and key areas of judgement

As expected of a listed property REIT, the most significant

financial judgement in the preparation of the Group accounts

is GPE’s property valuation, which is central to the Group’s

performance and net tangible asset value and is inherently

subjective. A key responsibility of the Committee is, therefore,

to satisfy itself that the valuation process in relation to the

Group’s property portfolio has been carried out appropriately

by the Group’s valuer, CBRE. Following a comprehensive

process, which is outlined in more detail below, the Committee

is satisfied that the valuation process is sufficiently robust.

In October 2023, the Royal Institution of Chartered Surveyors

published an updated UK supplement of its ‘Red Book’ –

its master document for regulating the valuation profession

globally – implementing new rules that will prevent valuation

firms from valuing an asset for regulated purposes for more

than ten consecutive years. It is expected that CBRE will

remain as the Group’s valuer until 31 March 2026 in accordance

with the applicable rules and the Committee will be overseeing

the process for the appointment of a new valuer with

appropriate transitional arrangements.

During the year, the Committee considered a number of items

that impacted the Group’s financial statements, including:

– the segmental reporting of GPE’s Fully Managed activities

in accordance with ‘IFRS 8 – Segmental Reporting’ as

these activities have grown along with associated Flex

management information produced by the business;

– the accounting treatment of the acquisition of King

Sloane Properties Limited, being the corporate vehicle

which held the Soho Square Estate, W1;

– the accounting treatment of the £200 million interest

rate cap taken out alongside GPE’s new £250 million term

loan in September 2023 to protect against further interest

rate increases;

– the accounting treatment in respect of the New City Court,

SE1 redevelopment in accordance with ‘IAS 40 – Investment

Property’; and

– the rate of capitalisation of interest for upcoming

redevelopments under IAS 23 in view of the Group’s

new debt facilities – ‘Borrowing Costs’.

Dear fellow shareholder

On behalf of the Audit Committee, I am pleased to present

the report of the Audit Committee for the year ended

31 March 2024.

During a year which was marked by continued macro-

economic volatility and the impacts of the war in Ukraine

and conflict in the Middle East, the Committee has played

a crucial role in providing comfort to the Board on the

integrity of the Group’s processes and procedures in relation

to financial reporting, internal control and risk management.

The Committee’s report is intended to provide insight into its

activities during the year and sets out how it has performed

against its key objectives.

As outlined on pages 117 and 123, the Committee meets

four times a year to:

– review the plan for the external audit;

– agree the internal audit plan;

– identify key accounting matters and areas of judgement

as early as possible;

– review reports from the external and internal auditors

and valuer;

– consider how risks and internal controls have operated

in the preceding six months in respect of the half-year

and year-end results;

– monitor the integrity of the Group’s financial reporting

and consider any key accounting judgements by

management; and

– review the independence and effectiveness of both

the external and internal auditors.

This year, the Committee spent time ensuring the

effective transition to the new external auditor,

PricewaterhouseCoopers LLP (PwC), which succeeded

Deloitte as the Group’s external auditor from the conclusion

of the Company’s Annual General Meeting on 6 July 2023.

Further details can be found on page 121.

The Committee also oversaw a tender process resulting in

the appointment of PwC as the Group’s sustainability data

assurance provider in respect of selected data presented in

this Annual Report, and agreed the scope of the assurance

work to be performed.

Audit, risks and internal controls continued

“ The Committee has continued to

play a crucial role in providing comfort

to the Board on the integrity of the

Group’s processes and procedures in

relation to financial reporting, internal

control and risk management.”

Vicky Jarman Chair of the Audit Committee

118 Great Portland Estates plc Annual Report 2024

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Accounting and key areas of judgement

Significant matter Action taken

Valuation of the Group’s portfolio

The valuation of the Group’s property

portfolio is a key determinant of the

Group’s net tangible asset value as well

as indirectly impacting executive and

employee remuneration. The valuation

is conducted externally by independent

valuers; however, the nature of the

valuation process is inherently subjective

due to the assumptions made on market

comparable yields, estimated rental

values, void periods and the costs to

complete development projects.

The Audit Committee, together with the Chair of the Board, meets with the valuer,

the Executive Directors and senior management involved in the valuation process along

with the external auditor in November and May to discuss the valuation included within

the half-year and year-end financial statements. This review includes the valuation

process undertaken, changes in market conditions, including higher interest rates

and property yields, recent transactions in the market and how these have impacted

our portfolio, the valuation of individual buildings and the valuer’s expectations in

relation to future rental growth and yield movement. The Committee asks the valuer

to highlight significant judgements or disagreements with management during the

valuation process.

The external auditor, PwC, using its real estate experts, separately meets the valuer

and provides the Audit Committee with a summary of its work as part of its reports

on the half-year review and year-end audit.

As a result of these reviews, the Committee concluded that the valuation had been

carried out appropriately and independently and was suitable for inclusion in the

Group’s accounts.

Fair, balanced and understandable

As part of the fair, balanced and understandable review,

an advanced draft of the whole Annual Report was reviewed

by senior management, with independent functions also

reviewing and verifying relevant sections. The Chief Financial &

Operating Officer, in his year-end Audit Committee and Board

papers, includes a checklist of areas for the Audit Committee

and Board to consider (including successes and challenges

over the year and looking ahead) when reviewing the fairness,

consistency and balance of the Annual Report and Financial

Statements, including whether there are significant omissions

of information. The external auditor also reported its findings

to the Committee.

The Committee considered this Annual Report and Financial

Statements 2024, taken as a whole, and concluded that the

disclosures, as well as the process and controls underlying

its production, were appropriate and recommended to the

Board that the Annual Report and Financial Statements

2024 is fair, balanced and understandable while providing

the necessary information to assess the Company’s position

and performance, business model and strategy.

Viability and going concern statements

The Committee considered the viability and going concern

statements and their underlying assumptions. This included

management’s work on assessing the potential risks to

the business and the impacts arising from the adverse

macro-economic environment (including the impact of

high inflation and higher interest rates on property yields,

property valuation, the costs and availability of financing,

and on the supply chain), London attractiveness risks,

(including the rise of alternative destinations

for international trade), development risk, and climate

change and decarbonisation risks. Following this review,

the Committee was satisfied that management had

conducted robust viability and going concern assessments

and recommended the approval of the viability and

going concern statements to the Board.

Internal controls and risk management

The Audit Committee’s role in supporting the Board’s

oversight and review of the Group’s principal and emerging risks,

internal controls and risk management processes is covered

on pages 74 to 77 and page 116.

The Committee continues to consider and monitor

developments and practice in the areas of internal controls

assurance and risk management, including in the context

of relevant new provisions under the Revised Code which

will apply to the Company from the accounting period

commencing 1 April 2026.

Financial Reporting Council (FRC) review

During the year, the Group received a letter from the Corporate

Reporting Review team of the FRC concerning its review of

the Group’s interim report for the period ended 30 September

2023. The FRC did not raise any questions or queries based on

its review, although the FRC caveated that it could do so in the

future should new information become available to it which it

considers relevant. The review conducted by the FRC was based

solely on the interim report and does not provide any assurance

that the interim report is correct in all material respects.

Governance

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Audit, risks and internal controls continued

Internal audit

Our internal audit function, which is outsourced to Grant

Thornton, provides independent assurance as to the

adequacy and effectiveness of the Company’s internal

controls and risk management systems, and reports its

findings to the Committee.

During the year, Grant Thornton undertook internal

audit reviews in relation to: the Flex management

reporting; Information Technology Disaster Recovery;

HR Operations; and Sustainability Governance. The reviews

did not identify any major causes for concern. A number

of recommendations were made to strengthen the design

and operation of certain controls and to implement ‘best

practice’ alongside other opportunities for improvements.

Following reviews, the Committee receives regular updates

on the implementation of agreed actions arising from

internal audit findings. Periodic reports on IT general

controls and cyber governance are also presented to

the Board during the year.

At the Audit Committee meeting in February 2024, the

Committee reviewed and agreed with Grant Thornton

the internal audit plan for 2024/25, having regard to the

Company’s risk management framework. It was concluded

that, for the current financial year, Grant Thornton should

carry out an internal audit of:

– the Customer Relationship Management system,

post implementation review;

– the end-to-end service charges management

process; and

– business applications governance and procurement.

The Committee believes that the process for determining

the internal audit plan is appropriate and effective with

scope for the Committee to react to events, new information

and situations which become known during the year and to

include them as necessary. The internal audit plan for 2023/24

will continue to be reviewed and adapted, if appropriate,

to meet the changing needs of the business.

Supplier payment practices

The Committee reviews the Group’s supplier payment

practices twice per year along with opportunities to further

enhance processes. For the period to 31 March 2024, the

average supplier payment period of the Group’s largest

subsidiary was 35 days (2023: 31 days).

Our Anti-Fraud, Bribery & Corruption

and Whistleblowing Policies

Each year, as part of the year-end planning meeting,

the Committee reviews the Group’s Financial Crime, Ethics,

Gifts and Hospitality and Whistleblowing Policies, which

comprise the Company’s key policies on bribery and fraud,

for reporting to the Board. The Board has a zero tolerance

for bribery and corruption of any kind. The Committee

also oversees the periodic review of the Group’s fraud risk

assessment matrix.

This year, the Committee also considered the implications

of the Economic Crime and Corporate Transparency Act 2023

(ECCTA), including the new ‘failure to prevent fraud’ corporate

offence which is expected to come into force and apply to the

Group in 2024, following the awaited publication of associated

guidance by the government. A review of the Group’s fraud

procedures will be undertaken against the government’s

pending guidance to ensure they remain appropriate.

Annually, all employees are required to confirm their compliance

with the Group’s Financial Crime, Ethics, Gifts and Hospitality

and Whistleblowing Policies as outlined on page 105, and

any non-compliance is escalated to the Committee as

appropriate. No matters were escalated to the Committee

during the year.

The Company’s whistleblowing processes include a

confidential hotline, operated by an independent third party,

through which employees can anonymously raise matters

of concern relating to suspected wrongdoings or dangers at

work. Any matters reported are investigated by the General

Counsel & Company Secretary or the Senior Independent

Director. During the year, there were no whistleblowing

incidents reported.

Committee effectiveness

I believe that the quality of discussion and level of challenge

by the Committee with management, the internal and external

audit teams and the valuer, together with the timeliness and

quality of papers received by the Committee, ensures the

Committee is able to perform its role effectively. The formal

review of the Committee’s effectiveness was covered as

part of this year’s internal Board and Committee evaluation

process and I am pleased that the review confirmed that the

Committee continues to operate effectively. Further details

on the evaluation process and its broader findings can be

found on pages 114 and 115.

Vicky Jarman

Chair of the Audit Committee

22 May 2024

120

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The external audit and review

of its effectiveness

The Audit Committee advises the Board on the appointment

of the external auditor, negotiates and agrees its remuneration

for audit and non-audit work, reviews its effectiveness,

independence and objectivity and discusses the nature,

scope and results of the audit with the external auditor.

Following a competitive tender process in 2022/23 and

approval by shareholders at the 2023 AGM, PwC was

appointed as the Group’s external auditor for 2023/24.

In view of Deloitte stepping down and PwC being newly

appointed as the Company’s external auditor in July 2023,

the Committee did not conduct a formal backward-looking

effectiveness review in respect of the 2022/23 external

audit. Nevertheless, taking relevant factors into account,

the Committee was satisfied with the independence and

effectiveness of the 2022/23 external audit. The next such

backward-looking evaluation will take place later this

year after PwC has completed its first audit of the Group’s

financial statements.

The Committee has closely monitored the performance

of PwC since its appointment and the effectiveness of

the external audit process throughout the year. As part

of this work, the Audit Committee has considered:

– the risks to audit quality identified by PwC and how

these are being addressed, including through the use

of technology;

– PwC’s key audit firm level controls relied on to address

audit quality risks, reports on PwC’s work from the FRC’s

Audit Quality Review, PwC’s Audit Quality Plan, Strategy

and audit culture and behaviours and the findings of

FRC reviews of Company financial statements;

– the calibre of PwC as an external audit firm – including

reputation, coverage and industry presence;

– progress against the agreed audit plan and any changes

to its scope or perceived audit risks;

– the quality of the audit team and its individuals, their

character and knowledge, resources, partner involvement,

team rotation, planning and execution, scope adequacy

and specialist areas and understanding of the business;

– audit fee reasonableness and scope changes;

– audit communications and effectiveness – response to

new developments and regulations, approach to critical

accounting policies, issues and risks, quality of processes,

timely resolution of issues, level of professional scepticism

and challenge of management assumptions and the results

of those challenges, robustness in handling key judgements,

quality of responses to questions from the Audit Committee

and feedback on management performance and internal

control systems;

– feedback from key stakeholders on the conduct of the audit,

including in private sessions held with (i) management; and

(ii) internal audit without the auditors present and regular

meetings between the Audit Committee Chair and members

of management and the internal audit partner;

– governance and independence – internal governance

arrangements, lines of communication with the Audit

Committee, integrity of the audit team, Audit Committee

confidence in the audit team and transparency;

– ethical standards, including potential conflicts of interest; and

– non-audit work and the potential impairment of

independence by non-audit fee income.

The Committee also considered the effectiveness of the Group’s

management during the external audit process and sought

feedback from PwC on the conduct and responsiveness of

members of the Finance team. The Committee is satisfied that

there has been a good level of interaction and communication

between the GPE team and PwC.

The Committee believes that there has been a smooth

transition of the external audit to PwC and that the audit

process and external auditor have been effective. As explained

above, a formal annual evaluation of PwC will also take

place later this year after PwC has completed its first audit.

The Committee is also satisfied with PwC’s independence,

with non-audit services previously provided by PwC having

been transferred to other service providers ahead of PwC’s

appointment, where considered appropriate.

In line with best practice, the Company intends to put the

external audit out to tender at least every ten years in

the future.

The Company has complied during the year ended

31 March 2024, and up to the date of this report, with the

provisions of the Statutory Audit Services for Large Companies

Market Investigation (Mandatory Use of Competitive Tender

Processes and Audit Committee Responsibilities) Order 2014.

Non-audit services

The external auditor, PwC, is responsible for the annual

statutory audit and also provides certain other services

which the Audit Committee believes PwC is best placed to

undertake due to its position as auditor. These arrangements

are governed by the Group’s policy for provision of non-

audit services by the external auditor, which is available

on the Company’s website at www.gpe.co.uk/investors/

governance. The policy, which is reviewed annually, reflects

the FRC’s Revised Ethical Standard that came into force

on 15 March 2020.

The purpose of this policy is to ensure that auditor

independence and objectivity are maintained and, under

the policy, prior approval is required by the Committee for

any permitted non-statutory assignments over £50,000, or

where such an assignment would take the cumulative total

of non-audit fees paid to the external auditor over 50% of

that year’s audit fees. The appointment of PwC to undertake

any non-audit services also requires the prior approval of

the Chief Financial & Operating Officer and, importantly,

he is required to consider whether it is in the interests

of the Company that the services are provided by PwC,

rather than another supplier.

Governance

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Audit, risks and internal controls continued

The policy also applies a fee cap on permitted non-audit

services, whereby such fees in any financial year must

not exceed 70% of the average statutory audit fee for the

prior three consecutive financial years paid to the appointed

auditor. The cap on PwC‘s non-audit services will therefore

apply from the year ending 31 March 2027, after it has

completed three audits.

During the year, activities undertaken by PwC for the Group

outside of the main audit included:

– the interim review;

– reporting on the income cover in connection with the

debenture trust deed compliance certificate; and

– third-party sustainability assurance.

In each case, PwC was considered the most appropriate

service provider due to its position as auditor and given its

detailed knowledge and understanding of our business and

industry. Ahead of its appointment as the Group’s external

auditor for the 2023/24 audit, non-audit services previously

provided to the Group by PwC were transitioned to other

service providers where considered appropriate.

Payments made by the Group for audit and non-audit fees for

the year are disclosed on page 157. The Group’s audit fees are

presented to, discussed and approved by the Audit Committee

at its February year-end planning meeting. In addition, audit

and non-audit fees paid to PwC in respect of joint ventures

totalled £94,000 (GPE share: £46,000) (2023: £52,500) and

£nil (2023: £52,500) respectively.

Non-audit fees represented 23% of the 2023/24 audit fee

of £548,000 (including Group share of joint ventures). A more

detailed analysis is provided on page 157.

PwC’s non-audit service fees for the year ending 31 March

2025 will be higher than for the year ended 31 March 2024 as

a consequence of its appointment as reporting accountants

to the Company in connection with the rights issue to be

announced alongside our 2023/24 year-end results.

In addition to ensuring compliance with the Group’s policy in

respect of non-audit services, the Committee also receives

confirmation from PwC that it remains independent and has

maintained internal safeguards to ensure its objectivity.

Internal audit and review

of its effectiveness

An Internal Audit Charter approved by the Committee

governs the internal audit remit and provides the framework

for the conduct of the internal audit function, which has

been outsourced to Grant Thornton since January 2022.

The Internal Audit Charter reflects market practice and

recommendations in the Internal Audit Code published

by the Chartered Institute of Internal Auditors in 2020.

The Committee reviews and approves the internal audit

plan annually which is closely aligned to the review by

management and the Committee of the Group’s risk

management framework. In addition, the Committee

Chair meets with the internal auditor separately from the

Committee to discuss planned internal audit activities

and the results of internal audit reviews.

The Committee meets annually with the internal auditor

without management present to discuss the effectiveness

of the internal audit function, and also to seek feedback

from the internal auditor on the conduct of members of the

GPE team during the internal audit process. The external

audit partner also meets separately with the internal

auditor at least annually.

In January 2024, the Committee conducted a formal

assessment of the effectiveness of internal audit, which was

facilitated by the Company Secretariat team. Key stakeholders

were asked to complete a questionnaire-based assessment

which was designed to evaluate internal audit’s purpose,

objectives and understanding, position, process, relationships

and communication, people and performance. The responses

were collated on an anonymous basis and the results were

shared with the Committee Chair, internal audit partner and

Chief Financial & Operating Officer prior to consideration

at the Committee’s meeting in February 2024.

The overall assessment concluded that the internal

audit function remained effective. The review found that

internal audit was trusted and respected by the business

and respondents believed that its work led to lasting

positive change and a stronger risk management culture.

Internal audit was also considered to have good relationships

and open communications with stakeholders. Feedback was

constructive and provided areas of opportunity for Grant

Thornton to deepen its understanding of the business and

its risk environment, and to continue to build its standing

in the business.

Where it is proposed to appoint Grant Thornton in any

advisory role, careful consideration must first be given to

any potential conflict with its internal audit role. The Audit

Committee will also specifically consider Grant Thornton’s

independence when annually reviewing and approving

the internal audit plan to ensure that there are no conflicts

in Grant Thornton undertaking the proposed internal

audit work.

122 Great Portland Estates plc Annual Report 2024

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Internal audit

Met with Grant Thornton to approve the 2024/25 internal

audit plan, approve updates to the internal audit charter

and discuss the findings from the internal audit reviews

of HR Operations and Sustainability Governance.

Year-end planning update

Met with PwC and management to consider/approve:

– significant accounting and key areas of judgement;

– proposed changes to disclosures planned for the 2024

Annual Report;

– developments in corporate governance presented by PwC;

– the 2023/24 audit plan update; and

– the 2023/24 audit fee – see page 122.

Other matters

Discussed the internal audit effectiveness review.

Discussed the roles and structure of the GPE Finance team.

Discussed the outcome of the process to appoint a new

sustainability data assurance provider and the scope of work.

Corporate governance and legal update received from

the General Counsel & Company Secretary and PwC,

including in respect of the Revised Code and ECCTA.

Review of GPE’s Financial Crime, Ethics, Gifts and Hospitality

and Whistleblowing Policies – see page 120.

Reviewed the Audit Committee Terms of Reference.

Reviewed non-audit fees and the Provision of Non-Audit

Services Policy.

Reviewed the Committee’s effectiveness.

Discussed valuer rotation requirements and likely process

and supported CBRE remaining as the Group’s valuer in

the interim period.

Review of half-year results

Met with CBRE to consider the September 2023 valuation.

Met with PwC and management to consider:

– PwC’s independence;

– their review of the September 2023 valuation and the

half-year results announcement;

– significant accounting and key areas of judgement,

including going concern – see page 119;

– the principal and emerging risks, monitoring of

internal controls and risk management processes;

– the half-year results announcement; and

– the relationship between PwC and management,

with feedback provided by PwC without management

present and from management without PwC present.

Other matters

Discussed an update from the General Counsel

on corporate governance and legal developments,

including the ECCTA.

Received an update on supplier payment practices.

Considered the findings from Grant Thornton’s internal

audit review of Information Technology Disaster and

progress against the FY23 internal audit plan.

What we did in relation to the financial year ended 31 March 2024

Review of year-end results

Met with CBRE to consider the March 2024 valuation –

see pages 34 to 36.

Met with PwC and management to review:

– PwC’s audit of the March 2024 valuation –

see pages 34 to 36;

– significant accounting and key areas of judgement,

including going concern and viability work –

see page 119;

– an update on Group tax matters;

– an update on GPE’s supplier payment practices;

– the principal and emerging risks, monitoring of

internal controls and risk management processes –

see pages 74 to 87;

– the year-end results announcement and Annual Report;

– the relationship between PwC and GPE management,

with feedback provided by PwC without management

present.

Other matters

Met with Grant Thornton to receive an update on the

status of the 2024/25 internal audit plan and actions

arising from previous internal audits.

September

February

Annual planning meeting

Met with CBRE to receive a market update ahead of the

half-year valuation.

Met with the external auditor, PwC, and management

to review:

– significant accounting and key areas of judgement –

see page 119; and

– PwC’s 2023/24 audit plan.

Internal audit

Met with the internal auditor, Grant Thornton, to discuss

its findings from its Flex Management Reporting review.

Other matters

Discussed the scope of sustainability data assurance

going forward and the process to appoint a third-party

assurance provider.

Received an update from PwC regarding the latest

developments in audit and corporate governance reforms.

2023

2024

November

May

Governance

123Annual Report 2024 Great Portland Estates plc

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Directors’ remuneration report

Our process

The Committee’s Terms of Reference are available on the

Company’s website at www.gpe.co.uk/about-us/governance.

The Committee currently comprises six independent

Non-Executive Directors, namely Emma Woods as Chair,

Nick Hampton, Mark Anderson, Karen Green, Vicky Jarman

and Champa Magesh. Karen Green joined the Board and

the Committee on 1 December 2023, whilst Alison Rose

stepped down from the Board and the Committee on

6 July 2023. Non-Executive Directors who are not members of

the Committee have a standing invitation to attend meetings

of the Committee as appropriate. While not a member,

the Company’s Chair generally attends the meetings

except where his own remuneration is under discussion.

At the request of the Committee, Toby Courtauld, the Chief

Executive, attends Committee meetings where appropriate

and provides input with regard to the achievement of

personal objectives for senior executives. He also attends

discussions on remuneration as considered appropriate

by the Committee, including on new appointments and

promotions and to provide his input on the development

of the Directors’ remuneration policy. The Chief Financial

& Operating Officer attends discussions regarding the

setting of, and performance against, annual bonus targets.

Carrie Heiss, HR Director, attends Committee meetings

where appropriate to present proposals regarding Executive

Director and workforce remuneration and related policies,

to discuss the alignment of remuneration across the

organisation and to voice the perspectives of employees

on relevant matters.

The Committee ensures it seeks independent advice as

appropriate and was advised during the year by independent

remuneration consultants, FIT Remuneration Consultants LLP.

The Committee also has access to the HR Director and General

Counsel & Company Secretary without the Executives present.

Consistent with good practice, no Director or employee is

involved in discussions on their own pay and any decisions

are taken without the affected individual present.

Our approach

The key objectives of the Remuneration Committee

(the Committee) are to ensure that the Executive

Directors are appropriately incentivised and

remuneration arrangements are fully aligned

with the Company’s strategy to generate superior

portfolio and shareholder returns.

As well as being responsible for determining

the remuneration of the Executive Directors, the

Committee is responsible for setting the remuneration

of the Chair of the Board, the members of the Executive

Committee and other senior executives. The Committee

also reviews the broad operation of remuneration

policy and practices for all employees.

The Directors’ remuneration policy (the Policy),

approved at the 2023 AGM, was updated to reflect

the current strategy and wider economic backdrop

with a revised bonus scorecard focusing on the

Company’s key business priorities to drive its strategy,

with this scorecard being applied to all colleagues,

and the previous LTIP being replaced by a restricted

share plan. It is felt that the updated policy better

aligns the whole workforce to the Company’s success.

Remuneration

Committee

Further details regarding Committee

memberships, meetings and attendance

can be found on page 96.

Committee members

Director Role

Emma Woods Committee Chair

Nick Hampton Senior Independent Director

Mark Anderson Non-Executive Director

Karen Green Non-Executive Director

Vicky Jarman Non-Executive Director

Champa Magesh Non-Executive Director

Employee remuneration and engagement

The Committee applies consistent remuneration

principles for employees across the Group. As part

of its responsibilities, the Committee reviews GPE’s

wider employee remuneration policies and practices

and the alignment of incentives and rewards with

the Company’s culture.

The Committee is advised of pay levels throughout

the Group, and takes into account wider pay and

conditions across the Group when determining the

remuneration of the Executive Directors and other

members of senior management. It specifically approves

the packages of more senior colleagues and is advised

of benchmark pay levels for most roles. As part of the

annual pay review, the Committee receives a report

setting out changes to employee remuneration levels and

proposed discretionary bonus awards. The Committee

also discusses GPE’s gender pay gap statistics alongside

our D&I objectives and related policies.

The Company engages with employees on remuneration

generally, including executive remuneration. In March

2023, the Committee Chair led an interactive all-

employee event to discuss the proposed changes to the

Policy. Employees have since been periodically updated

in the year on the implementation of the Policy and

performance against the bonus scorecard measures.

More broadly, remuneration is regularly discussed with

employees. GPE’s annual review process and how this

links to employees’ remuneration is incorporated into our

new joiner induction process, along with an introduction

to GPE’s all-employee share plan. Briefing sessions are

also held with employees from time to time to discuss

pay policies and the work of the Committee, as well as to

enable employees to find out more about GPE’s pension

scheme and all-employee share plan offer.

124 Great Portland Estates plc Annual Report 2024

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Clarity

Remuneration

arrangements should be

transparent and promote

effective engagement

with shareholders and

the workforce

The Committee proactively engages with shareholders and their

representative bodies as part of the Policy renewal process. As such, it

engaged with shareholders representing over 73% of the share register as

part of the 2023 Policy review. The Committee is also regularly updated on

developments in market practice and receives reports on pay and conditions

across the business. In March 2023, the Chair of the Committee invited all

staff to attend an interactive event to discuss the planned Policy revisions

and broader remuneration matters. Employees are periodically updated

on implementation of the Policy and performance against the bonus

scorecard measures.

Simplicity

Remuneration structures

should avoid complexity

and their rationale and

operation should be easy

to understand

The Company operates a simple pay model which comprises fixed and

variable remuneration, with the performance conditions for variable elements

clearly communicated to participants. Under the Policy, at least 80% of bonus

measures must be objectively measurable.

The restricted share plan (RSP) provides a simple mechanism for aligning

Executive Director and shareholder interests. The RSP removes the difficult

challenge of setting robust and appropriately challenging longer-term

performance targets in a volatile market, thereby avoiding potentially

unintended remuneration outcomes, and significantly reduces the

maximum pay available to Executive Directors.

Risk

Remuneration

arrangements should

ensure reputational and

other risks from excessive

rewards, and behavioural

risks that can arise from

target-based incentive

plans, are identified

and mitigated

There is broad discretion to reduce variable pay if the Committee does

not consider the formulaic outcome to be appropriate in the circumstances,

and all plans include the ability to operate malus and clawback, where

appropriate. A proportion of Executive Director bonuses is deferred into

shares for three years and post-cessation shareholding guidelines apply

to mitigate the risk of short-termist behaviours.

Predictability

The range of possible

reward values to individual

directors and any other

limits or discretions should

be identified and explained

at the time of approving

the policy

The Policy includes a scenario chart showing potential pay levels on

various assumptions, and all awards are subject to maximum grant levels

as set out in the Policy, together with the discretions set out under ‘Risk’

above. The RSP has increased the predictability of reward values subject

to an overriding discretion to reduce vesting if not considered appropriate

through its underpin.

Proportionality

The link between individual

awards, the delivery of

strategy and the long-term

performance of the

Company should be clear.

Outcomes should not

reward poor performance

The outturn in respect of variable pay is clearly set out in this report on

pages 129 to 135, with payment clearly linked to our strategic and financial

priorities. Pages 17 and 130 set out how the measures under the bonus

scorecard are clearly linked to the Company’s strategy and KPIs. As indicated

under ‘Risk’, the outturn can be reduced by the Committee as appropriate

to ensure that outcomes do not reward poor performance.

Alignment

to culture

Incentive schemes should

drive behaviours consistent

with Company purpose,

values and strategy

Equivalent incentive plans apply to the wider workforce to engender a

high-performance culture. The bonus scorecard is cascaded to all colleagues,

albeit with a higher weighting on personal performance for less senior

colleagues (and with the colleague engagement and diversity elements

excluded for most colleagues to avoid potential for conflicts). All objectives

are linked to the Group’s strategy and KPIs. An individual’s commitment

to GPE’s values and behaviours is also reviewed as part of the personal

performance assessment process.

The RSP clearly aligns Executive Directors’ interests with those of shareholders

by ensuring a focus on delivering the strategy to generate long-term value

for shareholders.

Compliance with the 2018 UK Corporate Governance Code

Throughout the year, the Committee has considered the provisions set out in the 2018 UK Corporate Governance Code

(the Code). In the Committee’s view, it has complied with the provisions of the Code, including those set out in Provision 40

of the Code as set out below.

Governance

125Annual Report 2024 Great Portland Estates plc

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Directors’ remuneration report continued

Dear shareholder

I am pleased to present our Directors’ remuneration

report for the year ended 31 March 2024 (the Report)

on behalf of the Committee. In particular, I want to thank

shareholders for the support shown in approving our revised

2023 Directors’ remuneration policy (the Policy) at our AGM

held on 6 July 2023, with all of the remuneration-related

resolutions receiving over 92% support. Whilst we note that

a minority of shareholders were unable to support the move

to an RSP, and we will continue to engage with shareholders

where appropriate over the three-year life of this Policy to

ensure that they understand its rationale and operation,

we consider the support achieved as endorsing the

approach adopted to date.

The Committee has implemented the Policy during the

year as set out in this Report and no changes to the Policy

are proposed for 2024/25. A full copy of the Policy can be

found on our website at www.gpe.co.uk/investors and

on pages 136 to 146 of last year’s Annual Report.

Key decisions

The Committee has had regard to business performance

alongside the wider context explained below when considering

reward and incentive outcomes. Key Committee decisions

for the year, as more fully described in this Report, include:

– determining annual bonus and Long Term Incentive

Plan (LTIP) outcomes;

– agreeing salary and fee increases for the Executive

Directors and the Chair of the Board below the

all-colleague average increase; and

– setting suitably stretching targets for the 2024/25

annual bonus.

Remuneration outcomes in respect

of the year ended 31 March 2024

As anticipated, real estate markets have continued to be

challenging, with the macro-economic backdrop impacted

by elevated inflation and interest rates. As a consequence,

property valuations reduced by 12.1% on a like-for-like

basis, driven by increased investment yields. This resulted

in a negative Total Accounting Return (TAR) in absolute

terms. While a number of real estate companies are yet

to publish their financial results, we anticipate that our TAR

for the year underperformed the FTSE 350 Real Estate Index

due to the comparatively stronger performance of other

real estate sectors, including student accommodation,

industrial and logistics space. Shareholder returns were

also down, with GPE delivering a Total Shareholder

Return (TSR) of -21.3%.

Despite the challenging macro-economic environment,

GPE has made significant progress against its strategy during

the year, increasing our Flex commitments by over 21%,

committing to our HQ redevelopments at Minerva House,

SE1 and French Railways House & 50 Jermyn Street, SW1 and

progressing our development pipeline in line with our net zero

carbon commitments. We have delivered strong operational

performance, signing £22.5 million of leases in the year with

total rents 9.1% ahead of ERV (estimated rental values set by

CBRE at 31 March 2023). We also completed the acquisitions

of 141 Wardour Street, W1, Bramah House, SE1, the Soho

Square Estate, W1 and exchanged contracts for the

acquisition of The Courtyard, WC1.

We have continued to evolve our strategy in response to market

trends and the changing needs of our customers, people and

wider stakeholders as we focus on our business priorities to

position GPE for success for when markets recover. We have

strengthened our Customer First approach, further developed

our Flex offerings, developed our updated Roadmap to Net

Zero and progressed our diversity and inclusion agenda.

Moreover, we have maintained our financial strength and

capital discipline, with our loan-to-property value ratio

being 32.6% and our liquidity position remains strong, with

£633 million of available cash and undrawn facilities. We have

also maintained the payment of our ordinary dividends.

Taken as a whole, we are well positioned to deliver both

our purpose and long-term shareholder value and, with

the market moving in our favour, to take advantage of

the investment opportunities that are starting to emerge.

Against this backdrop of business performance, the Company’s

variable pay was assessed as set out in the following sections.

Salaries

As explained in last year’s report, for the year commencing

1 April 2023, the average like-for-like all-colleague salary

increase was 5.7%. The Committee continued to focus

increases on the lowest-paid colleagues and increased

Toby Courtauld’s, Nick Sanderson’s and Dan Nicholson’s

salaries by 5%, below the employee average.

Annual Bonus Plan

This was the inaugural year of our new bonus scorecard and

I am delighted with how it has landed in the organisation.

Shareholders will recall that we made the move to a more

target-focused operational scorecard to drive GPE’s

strategy and performance and to ensure that our talented

team is motivated to optimise returns for shareholders

as the economy recovers. Our scorecard is designed to

focus on the Company’s clear priorities. The changes we

made followed both external and internal feedback and

we were mindful of just how important it would be for us

and our shareholders to retain our talent over the next

few years. I’m pleased to report that the new scorecard is

being used as an effective management tool to incentivise

and challenge our people, with progress being discussed

regularly at all-company meetings led by our Chief Executive,

enabling colleagues to really understand the link between

performance and reward.

“ I am particularly pleased that

our new bonus scorecard has

been embedded across all levels

within the business as a key tool

for continuous assessment of our

ambition and achievement.”

Emma Woods Chair of the Remuneration Committee

126 Great Portland Estates plc Annual Report 2024

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As outlined above and in the Chief Executive’s report on

pages 19 and 20, the key scorecard achievements over

the year were:

– our total rent on market lettings in the year beating

ERV by over 9% whilst maintaining a low vacancy rate

at 1.3%, despite the challenging macro-economic

environment;

– committing to over 100,000 square feet of new

Flex space as we expand this area of the business;

– achieving an office customer Net Promoter Score of

+30.2, being (albeit down on last year’s score), ahead

of the office industry average of +6.9, as we continue

to strengthen our approach to customer experience;

– exceeding our energy consumption reduction targets

while ensuring that our new developments remain

on track to being net zero; and

– achieving the vast majority of our planning

milestones in the year, enabling us to progress

our development pipeline.

The business has worked hard to foster an inclusive and

diverse culture. Whilst we have seen progress in many areas,

there is more work do to here and this was reflected in the

outcomes of our culture and diversity targets for the year.

Full details of the bonus outturn, and the linkage of the

targets to our strategic priorities, can be found on page 130.

The bonus outcome for 2023/24 is 63.5% achievement

before the operation of the personal element (which now

applies to a reduced 10% of the total bonus). This resulted

in total payouts for the three Executive Directors being

broadly in line with the prior year at 64.2% for the Chief

Executive and Chief Financial & Operating Officer and

63.7% for the Executive Director.

The Committee considered the bonus outturn against

this wider context and confirmed both that the scorecard

was operating as intended in aligning variable pay to key

milestones and that the outturn should be applied without

the exercise of any discretion. Consistent with the previous

policy, 40% of the achieved bonuses of the Executive

Directors will be deferred into shares in the Company

for three years.

2021 LTIP vesting

While the LTIP has been replaced by the RSP and no further

grants will be made, outstanding awards will continue to run

their course. Performance under the 2021 LTIP is expected

to result in no vesting based on the information available

as at 31 March 2024 (a nil vesting of the TAR measure having

already been confirmed).

Overall outturn

The Committee considered the overall outturn for the year,

with a moderately above target bonus and a zero vest on the

2021 LTIP, to be in line with both the significant progress against

the Board’s strategic objectives (justifying the bonus outturn)

and the shareholder experience (leading to the zero vest of

the LTIP) resulting in the Committee approving this outturn

without the exercise of discretion.

Chief Executive outturn vs max and target opportunity £000

Base salary Benefits Pension Annual bonus LTIP

2,5000 1,000500 1,500 2,000 3,000 4,0003,500

Achieved

Maximum

Target

Toby Courtauld

Decisions relating to the year to March 2025

Salaries

For the year commencing 1 April 2024, the average all-

colleague salary increase has been reduced from 5.7% last

year to 4.9% (inclusive of an allowance for promotions and

some benchmarking adjustments). However, we remain

mindful that cost of living increases will still be impacting our

lower-paid colleagues the most and so salary increases have

been focused on our lower-paid colleagues who will generally

receive a 5% salary increase, with our Executive Directors

receiving a more modest 2% salary increase.

Annual bonus

The Executive Directors’ bonus opportunity will remain at

150% of salary, with 40% of any bonus earned deferred into

shares for three years through the Company’s Deferred Share

Bonus Plan. The scorecard for 2024/25 will be largely carried

forward although, reflecting our evolving strategic priorities

and our experience of now having operated it for a year,

the following minor changes have been made:

– given our increasing focus on income returns, the Flex

measure will change from a space commitment measure

(with a 5% weighting) to a net operating income measure

(with a higher 10% weighting);

– as we look to take advantage of market conditions,

we have introduced a deployment of capital measure

in place of the previous liquidity measure;

– having progressed our planning targets, our development

measure will focus on achieving key development milestones

in the year; and

– there will be some minor definitional changes to the

NPS metric to capture retail as well as office customers.

As a result, 60% (previously 50%) of the bonus scorecard

will comprise financial measures, as set out on page 136.

Restricted Share Plan (RSP)

The second grant under the RSP will be made in or around

June 2024. Under this grant, the Executive Directors are

expected to again receive an award each over shares worth

150% of salary, which will be subject to assessment against

a performance underpin following the third anniversary of

grant and then subject to a further two-year holding period.

I hope you find this Report clear and informative and I look

forward to receiving your support for the resolution approving

the Report at the 2024 AGM, where I will be available to

engage with shareholders.

Emma Woods

Chair of the Remuneration Committee

22 May 2024

Governance

127Annual Report 2024 Great Portland Estates plc

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Directors’ remuneration report continued

Our overarching remuneration policy principles

and a fair and consistent approach

The Executive Directors’ total pay is analysed by looking

at each of the different elements of remuneration, including

salary, benefits, pension, the Annual Bonus Plan and long-

term incentives, to provide the Committee with a view of

total remuneration rather than just the competitiveness

of the individual elements. It is important that the Group’s

remuneration policy reinforces the Company’s purpose,

culture and values, providing effective incentives for

exceptional Group and individual performance. As well as

providing motivation to perform, remuneration plays an

important retention role and needs to be appropriately

competitive without being excessive.

To achieve the aims of the Company’s Policy, the Committee

generally seeks to position fixed remuneration, including

benefits and pension, by reference to the mid-market position,

taking into account the size and complexity of the business

as compared with other peer companies in the sector,

and, using a significant proportion of variable reward,

offers the ability to increase total potential remuneration

for superior performance through the Annual Bonus Plan

and long-term incentives.

The Committee seeks to apply consistent principles

to remuneration across the organisation. Our approach

to salary reviews is to consider each employee’s level

of responsibility, experience, individual performance,

salary levels in comparable companies and the Company’s

ability to pay. Remuneration surveys and meetings

with sector specialists are used, where appropriate,

to establish market rates.

The weighting of the different components of an

employee’s remuneration will vary depending on their

role, responsibilities and seniority, with senior employees

having a higher proportion of their remuneration linked

to variable reward and Company performance. However,

we apply our overarching remuneration principles,

and provide a competitive and consistent remuneration

and benefits package, as appropriate, throughout GPE.

This is made up of the following key components:

Salary

All employees receive a market-competitive base salary reflective of the individual’s role, responsibilities

and experience, which is subject to an annual external benchmarking review for approximately 95%

of our roles.

Executive Directors: same approach.

Benefits

All employees receive market-competitive benefits, including private medical insurance.

Executive Directors: same approach (no car allowance).

Pension

All employees are eligible and encouraged to join the GPE pension scheme to save for their retirement,

with an employer contribution of 15%.

Executive Directors: contribution levels are aligned with the wider workforce at 15%.

All-

employee

share

plans

All employees can join the Company’s Share Incentive Plan, allowing employees to purchase Company

shares in a tax-efficient way and to receive matching shares, thereby encouraging employee share ownership.

63% of GPE’s employees participate in the Share Incentive Plan.

Executive Directors: also eligible to participate.

Annual

Bonus

Plan

All employees participate in the Annual Bonus Plan. All employees are subject to the same measures with

the exception of the employee engagement and diversity measures which will not apply to most colleagues

to avoid conflicts of interest while less senior colleagues have a higher weighting on personal performance.

Executive Directors: have a bonus opportunity of 150% of salary with 40% of any outturn being deferred

into shares for three years.

Restricted

Share Plan

(RSP)

Those able to influence long-term performance, generate significant sustainable returns or managing major

capital budgets may participate in the RSP. RSP awards (like prior LTIP awards) will vest after three years.

Executive Directors: have a larger potential maximum opportunity under the RSP, being eligible to

receive an award of up to 150% of base salary. RSP awards are subject to a five-year release period

(comprising a three-year underpin period followed by a two-year holding period).

128 Great Portland Estates plc Annual Report 2024

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This Report sets out how the Policy was applied in 2023/24 and how it will be applied for the forthcoming year. It is divided into

four sections:

Section of Report Page numbers

Executive Directors’ remuneration for the year ended 31 March 2024 See pages 129 to 135

Executive Directors’ remuneration for the year ending 31 March 2025 See pages 136 and 137

Chair and Non-Executive Directors’ remuneration See page 138

Other disclosures See pages 139 to 143

The Company’s auditor has reported on specific sections of this Report and stated, where applicable, that in its opinion those

sections have been properly prepared in accordance with Schedule 8 to the Large and Medium-sized Companies and Groups

(Accounts and Reports) Regulations 2008, as amended. The sections that have been subject to audit are marked with an asterisk (\*).

The Policy was approved by shareholders at the 2023 AGM and is available on the Company’s website at www.gpe.co.uk/investors.

Executive Directors’ remuneration for the year ended 31 March 2024

Executive Directors’ single figure table\*

Base

salary

1

Benefits Pension

2

SIP

3

Fixed

Total

Annual

Bonus

4

LTIP

Variable

Total Total

8,9

Executive

Directors

2024

£000

2023

£000

2024

£000

2023

£000

2024

£000

2023

£000

2024

£000

2023

£000

2024

£000

2023

£000

2024

5

£000

2023

£000

2024

6

£000

2023

7

£000

2024

£000

2023

£000

2024

£000

2023

£000

Toby

Courtauld 679 646 18 16 102 121 4 4 803 787 653 630 – – 653 630 1,456 1,417

Nick

Sanderson 467 445 19 18 70 83 4 4 560 550 449 439 – – 449 439 1,009 989

Dan

Nicholson

2

380 362 8 6 57 54 4 4 449 426 363 345 – – 363 345 812 771

1.  Please refer to the ‘Salary’ table on page 136 for details of Executive Directors’ annual salaries.

2.  Toby Courtauld and Nick Sanderson received a pension allowance of 15% of their basic salary in line with the wider workforce. Dan Nicholson has

received a mix of employer pension contributions and pension allowance of 15% of his basic salary (receiving £10,000 of his total contribution into

a registered pension).

3.  The value of the matching shares awarded under the SIP are calculated using the share price on the date the shares were purchased.

4.  40% of the annual bonus will be deferred into shares for three years under the Deferred Share Bonus Plan. Deferred bonus shares are not subject to any

further conditions.

5.  The estimated 2024 annual bonus outcome based on information available as at 19 May 2024, with the relative TAR measure to be confirmed following

the publication of results by comparator companies.

6.  A nil vesting of the 2021 LTIP awards has been assumed based on the information available as at 19 May 2024.

7.  The figures disclosed in the 2023 Annual Report for the 2020 LTIP vesting were based on an estimated nil vesting which was subsequently confirmed.

There was therefore no value attributed to share price appreciation.

8. The single figure for the total remuneration due to the Directors for the year ended 31 March 2024.

9.  The aggregate emoluments (being salary/fees, benefits, cash allowances in lieu of pension and bonus) of all Directors for the year ended 31 March 2024

was £3,958,000 (2023: £3,929,000).

Fixed pay:

Taxable benefits\*

Benefits principally comprise private medical insurance, membership subscriptions, travel expenses, luncheon vouchers,

the Employee Assistance Programme and entertainment. No individual benefit provided has a value which is significant

enough to warrant separate disclosure.

Pensions\*

None of the Executive Directors participate in the Group’s defined benefit final salary pension plan, which was closed to

new entrants in 2002. Each Executive Director’s employer pension contribution rate is 15%, in line with the wider workforce.

All-employee Share Incentive Plan\*

In line with the wider workforce, Executive Directors may participate in the GPE Share Incentive Plan, which is an HMRC

tax-advantaged plan. Participants may save up to £150 from their monthly pre-tax salary to purchase shares. For every

share purchased, GPE grants two matching shares. Shares acquired attract dividends paid by the Company, typically

at the half-year and year end.

Governance

129Annual Report 2024 Great Portland Estates plc

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Directors’ remuneration report continued

Variable pay:

Executive Directors’ 2024 bonus outcome\*

As explained in the Committee Chair’s statement and last year’s Annual Report, a new bonus scorecard was introduced for

2023/24 as part of the wider Policy renewal to better align with the Company’s strategic priorities and to focus on relative TAR

and key business priorities to drive our financial KPIs.

Key

elements

of strategy

Max.

% of

salary Measured by

Threshold

performance

target

(20% payout)

Maximum

performance

target

(100% payout)

Actual

performance

achieved

Actual

performance

level as a %

of maximum

Bonus receivable (£000)

Toby

Courtauld

Nick

Sanderson

Dan

Nicholson

Market

performance

(20%

weighting)

1

2 3 4 5 6

30% GPE Relative TAR

1

(EPRA

NTA growth + dividends)

per share vs FTSE 350

real estate companies

excluding agencies

†

Median Upper

quartile

Below

median

2

(estimated)

0%

2

£0

2

£0

2

£0

2

Optimising

financial

performance

(during

downturn)

(30%

weighting –

10% each)

1

2 3 4 5

15% Rent achieved on market

lettings during year vs ERV

(as per CBRE valuation

at start of year) – ‘%

beat to market rent’

†

31 March 2023

ERV

3.5% above

ERV

9.1% above

ERV

100% £101,799 £70,038 £57,055

15% Vacancy rate at year end

(including completed

development/refurbished

space during year)

†

8% 6% 4.4%

4

100% £101,799 £70,038 £57,055

15% Maintain appropriate

liquidity

£150m £350m £433m

5

100% £101,799 £70,038 £57,055

Transforming

the business

and putting

customers

first

(15%

weighting –

5% each)

2

3 4 5 6

7.5% Hitting planning

milestones in year

(combination of

planning submissions

and planning approvals

across entire portfolio)

50% of major

and 50% of

minor in-scope

applications

approved

All in-scope

applications

approved

50% of major

and 100%

of minor

applications

approved

50% £25,449 £17,510 £14,264

7.5% Commitments to new

Flex space over the year

†

30,000 sq ft 100,000 sq ft 102,353 sq ft 100% £50,899 £35,019 £28,527

7.5% Market leading office

customer NPS

†

+20 points >+40 points +30.2 points 60.8% £30,947 £21,292 £17,344

Delivering

our Roadmap

to Net Zero

(15%

weighting –

7.5% each)

1

5  6

11.25% Reduction in energy

consumption (targets

set each year against

Roadmap)

†

191 kWh/m

2

<174 kWh/m

2

149.7 kWh/m

2

100% £76,349 £52,529 £42,791

11.25% All new developments

to be net zero or on

track to be net zero

†

50% 100% 83.33%

6

75% £57,262 £39,397 £32,093

Personal

and business

culture

(20%

weighting

– 10% for

personal

objectives,

5% and 5%)

15% Personal

objectives (reduced

from historic 15%)

Partial

achievement

of personal

objectives

Exceeding

personal

objectives

See pages

131 and 132

Toby Courtauld

70%

Nick Sanderson

70%

Dan Nicholson

65%

£71,259 £49,027 £37,085

7.5% Maintaining and

nurturing a positive and

inclusive culture (measured

through employee

engagement and inclusion

index survey scores)

Score between

65% and 70%

Score above

80%

74% 50% £25,450 £17,510 £14,263

7.5% Achievement

against gender and

diversity targets

3

Progress made

against both

targets

Both targets

achieved

Progress

made against

both targets

20% £10,180 £7,004 £5,705

Total

% of max

£653,192

64.2%

£449,402

64.2%

£363,237

63.7%

†  On a straight-line basis.

1

Denotes strategic priorities as set out on pages 14 and 15.

1.  As with the previous arrangements, any dividends will be deducted from the base figure from the point of distribution (as it is not realistic to

deliver growth after capital has been repaid to shareholders), except where reflected in some other way such as through a share consolidation.

2.  Estimated based on information available as of 19 May 2024. The actual outcome will be confirmed in next year’s Annual Report.

3.  Objectives are to achieve (i) 40% women in senior leadership roles; and (ii) 20% of management roles to be filled by colleagues identifying with

an Office for National Statistics ethnic minority category, each by March 2025. Targets for March 2024: (i) 34% and (ii) 17%.

4.  The actual vacancy rate at the year-end was 1.3%. To ensure that the measure operated as intended when the targets were set, the Committee

added back schemes which had been scheduled to be completed in the period, increasing this figure to 4.4%.

5.  Excludes £200 million undrawn short-term facility arranged in the year to ensure that the measure operated as intended when the targets were set.

6.  A strict interpretation of the performance condition implied a 100% vesting, however the Committee felt that this was not intended and calculated

the outturn with New City Court, for which original planning was declined, regarded as a non-achievement.

130 Great Portland Estates plc Annual Report 2024

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Executive Directors’ personal objectives\*

Under the new bonus system for the 2023/24 bonus year, the weighting on personal objectives was reduced from 15% to 10%

of the total opportunity. These objectives, approved by the Committee, are designed to focus on the delivery of the strategic

priorities and the successful management of risk for both 2023/24 and the longer term. Following consideration of achievement

against the Executive Directors’ personal objectives set at the beginning of the year as listed below, the Committee awarded

Toby Courtauld, Nick Sanderson and Dan Nicholson 80%, 80% and 75% respectively for performance against personal objectives

but lowered the bonus payout by 10% each at the request of the Executive Directors in recognition of the challenging market

conditions and to align with the shareholder experience.

Measure Score Key achievements

Execute approved

strategy and operational

excellence

CEO

45%/60%

CF&OO

45%/60%

ED

40%/55%

Shared

– Determined and executed major capital allocation activities, including new development

and refurbishment commitments.

– Drove growth of Flex space to more than 500,000 sq ft.

– Grew Fully Managed annualised net operating income to over £8.5m.

– Delivered two Flex acquisitions and one HQ acquisition.

– Exceeded leasing targets; beating both void and ERV targets.

– Refreshed Net Promoter Score and new customer services KPIs.

CEO

– Presented and secured Board approval for a return to targeted acquisitions strategy.

– Flex, Customer and Digital/technology strategies all addressed through team changes.

– Drove sustainability strategy with notable circular economy successes at 2 Aldermanbury Square,

French Railways House & 50 Jermyn Street and Minerva House. Oversaw development of

Our Roadmap to Net Zero v.2.0.

CF&OO

– Led debt financing activity.

– Worked with CEO on ‘Customer First’ strategy implementation.

– Oversaw growth in net operating income from Fully Managed spaces.

– Oversaw delivery of £1.5 million of social value under our Social Impact Strategy.

ED

– Ensured that sustainability remained central to operational performance with use

of new materials and driving down carbon footprint of development schemes.

– Planning permission secured at Minerva House and French Railways House & 50 Jermyn Street.

– Oversaw completion of two property sales (Brook Street and Poland Street) as well as

headlease regears.

Governance

131Annual Report 2024 Great Portland Estates plc

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Directors’ remuneration report continued

Measure Score Key achievements

Develop the team CEO

25%/30%

CF&OO

27%/30%

ED

25%/30%

Shared

– Delivered restructure of the leadership team to meet new strategy.

– Identified and developed potential successors, conducted Company-wide Talent Review.

CEO

– Ensuring the team is well positioned to lead the refocus of our strategy on targeted acquisitions.

– Development of direct reports through mentoring and coaching.

CF&OO

– Completed roll out of Customer First training throughout the business to customer partners.

– Restructure of Customer Experience, marketing and finance teams to align with stakeholder

needs.

– Elevated senior employees into new roles with Customer Experience and Flex.

– Focus on development and growth for high-potential leadership successors.

ED

– Provided support and commercial oversight and leadership to the Portfolio Management,

Investment, Development and Project Management Teams.

– Restructured health & safety function.

Champion our purpose,

live our values

CEO

10%/10%

CF&OO

8%/10%

ED

10%/15%

Shared

– Maintained strong employee engagement scores.

– Demonstrated role model behaviours.

– Embedded the ethos of sustainable spaces into all our processes.

– Diversity and inclusion initiatives progressed. Stretch target of 60% exceeded with 66.6% female

hires into roles above £75,000. Ensured that all recruitment shortlists have equal gender splits.

CEO

– Provided inspirational leadership throughout a significant period of change during the

restructuring process.

– Delivered regular internal communications to ensure clarity of strategic vision and performance.

CF&OO

– Role model behaviours and provided strong support to rising leaders of the business.

– Implemented means of publishing diversity representation statistics on a quarterly basis.

ED

– Increased leadership and oversight of direct reports while promoting empowerment.

Total Performance

Assessment

CEO

80%/100%

CF&OO

80%/100%

ED

75%/100%

Total Bonus

Assessment

(following a 10% reduction

to the performance

assessment at the request

of the Executive Directors,

as explained above)

CEO

70%/100%

CF&OO

70%/100%

ED

65%/100%

While each of the Executive Directors was separately assessed, they inevitably had a number of common objectives so the

above table identifies both individual and shared objectives. In each case, their contribution to the delivery of those objectives

was considered.

Executive Directors’ personal objectives continued

132 Great Portland Estates plc Annual Report 2024

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Executive Directors’ LTIPs\*

Anticipated vesting of 2021 LTIP awards

The table below sets out the anticipated vesting of the 2021 LTIP awards in June 2024, together with indicative payouts for the

Executive Directors. The anticipated value of these awards at vesting reflects the disclosure in the single figure table on page 129.

Anticipated vesting of LTIP awards granted in the year ended 31 March 2022, vesting in the year ending 31 March 2025, is included

in the 2024 single figure table.

Key elements

of strategy % of award Measured by

Threshold

performance

target (20%)

Maximum

performance

target (100%)

Estimated

performance

Estimated

vesting level as at

19 May 2024

as a percentage

of maximum by

vesting date

1

Shareholder

value

50% Relative Total Shareholder Return

(based on a three-year

performance period)

Median Upper

quartile

Below

Median

0%

Absolute

performance

50% Absolute Total Accounting Return

(based on a three-year

performance period)

3% p.a. 7% p.a. -5.5% p.a.

(actual)

0%

Total

(estimated)

0%

1.  Toby Courtauld and Nick Sanderson’s 2021 LTIP is due to vest on 7 June 2024. For the TAR target, the performance period for the 2021 awards is the three-year

period to 31 March 2024. For the TSR element, the vesting period is the three-year period from the award date (7 June 2021) and compares the Company’s TSR

to that of the constituents, at the date of grant, of the FTSE 350 Real Estate Index excluding agencies.

Confirmed vesting of 2020 LTIP awards

The figures provided in last year’s Annual Report for the 2020 LTIP awards were disclosed on an estimated basis. The table below

sets out the confirmed performance outcomes of the 2020 LTIP awards that resulted in a 0% vesting following the expiry of the

three-year performance period on 29 July 2023.

Key elements

of strategy % of award Measured by

Threshold

performance

target (20%)

Maximum

performance

target (100%) Performance

Confirmed

percentage

of maximum

at end of

performance

period

(29 July 2023)

Shareholder

value

50% Relative Total Shareholder Return

(based on a three-year

performance period)

Median Upper

quartile

20.8

th

percentile

0%

Absolute

performance

50% Total Accounting Return

(based on a three-year

performance period)

868p 925p 795p 0%

Total 0%

Number of shares at the end of the performance period for 2020 LTIP awards

No. of shares awarded

as nil cost options % overall vesting

No. of shares under

option at the end of the

performance period

1

Toby Courtauld 317,9 0 6 0 0

Nick Sanderson 218,722 0 0

1.  The LTIP awards made in 2020 are subject to a five-year release period, comprising a three-year performance period (to 29 July 2023) followed by

a further two-year holding period. No share options will become exercisable on the fifth anniversary of the date of award because no options vested

after the three-year performance period.

Governance

133Annual Report 2024 Great Portland Estates plc

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Directors’ remuneration report continued

Outstanding share awards\*

The following tables provide details of outstanding share awards under the LTIP, RSP, DSBP and the performance measures that

apply to the awards. All awards were granted in the form of nil cost options.

Executive Director Date of grant Basis of award

Face value

of award

made

£000

Number

of shares

under

award

1,2

Percentage

of award

receivable for

threshold

performance

End of

performance/

underpin period

Performance

measures

Toby Courtauld

LTIP 7 June 2021

3

300% of salary 1,873 255,587 20% 6 June 2024 TSR – 50%

TAR Target – 50%

27 May 2022 300% of salary 1,939 300,391 20% 26 May 2025 TSR – 50%

TAR Target – 50%

DSBP 2 May 2021 40% of bonus 88 12.410 n/a n/a n/a

27 May 2022 40% of bonus 211 32,652 n/a n/a n/a

2 June 2023 40% of bonus 252 51,486 n/a n/a n/a

RSP 7 July 2023 150% of salary 1,018 241,024 n/a 6 July 2026 n/a – subject

to underpin

5

Total 893,550

Nick Sanderson

LTIP 7 June 2021

3

300% of salary 1,289 175,845 20% 6 June 2024 TSR – 50%

TAR Target – 50%

27 May 2022 300% of salary 1,334 206,671 20% 26 May 2025 TSR – 50%

TAR Target – 50%

DSBP 2 May 2021 40% of bonus 64 9,075 n/a n/a n/a

27 May 2022 40% of bonus 145 22,465 n/a n/a n/a

2 June 2023 40% of bonus 175 35,832 n/a n/a n/a

RSP 7 July 2023 150% of salary 700 165,826 n/a 6 July 2026 n/a – subject

to underpin

5

Total 615,714

Dan Nicholson

4

LTIP 27 May 2022

3

300% of salary 1,087 168,357 20% 26 May 2025 TSR – 50%

TAR Target – 50%

DSBP  27 May 2022 40% of bonus 54 8,377 n/a n/a n/a

2 June 2023 40% of bonus 138 28,190 n/a n/a n/a

RSP 7 July 2023 150% of bonus 571 135,084 n/a 6 July 2026 n/a – subject

to underpin

5

Total 340,008

1.  For all awards, the face value is calculated on the five-day average share price prior to the date of grant.

For the 2021 LTIP, this was up to and including 4 June 2021, being £7.33. For the 2022 LTIP, this was up to and including 26 May 2022, being £6.46. For the

2023 RSP, this was up to and including 6 July 2023, being £4.22. For the 2021 DSBP, this was up to and including 1 May 2021, being £7.09. For the 2022 DSBP,

this was up to and including 26 May 2022, being £6.455. For the 2023 DSBP, this was up to and including 1 June 2023, being £4.896.

2.  In addition, a cash sum equivalent to the value of dividends on the number of plan shares which vest in respect of the period from the award date

to the expiry of the applicable two-year holding period will be payable at the end of that period.

3.  The estimated overall outcome for the 4 June 2021 LTIP as at 19 May 2024 is 0%. This would equate to nil shares vesting for each of Toby Courtauld

and Nick Sanderson.

4.  Dan Nicholson joined the Board on 6 September 2021 and was entitled to his first LTIP and DSBP awards in 2022.

5.  The underpin is the same as that set out on page 136, i.e. the vesting is subject to a robust underpin allowing the Committee to reduce the vesting of awards

in whatever circumstances it considers to be appropriate. The Committee will also specifically consider reducing vesting levels in the event of a breach of

the financial covenants of the Group’s principal debt facilities; failure to make satisfactory progress in delivering our Sustainability of Intent; or there being

material damage to the reputation of the Company.

2021 and 2022 LTIP awards – performance measures\*

Performance measure over three years % of award

Vesting

level

Start of

measurement period

20% Straight-line vesting

between these points

100%

2021 LTIP Award

Total Accounting Return 50% 3% p.a. 7% p.a. 1 April prior to grant date

TSR against constituents of FTSE 350

Real Estate Sector (excluding agencies)

50% Median Upper

quartile

Grant date

2022 LTIP Award

Total Accounting Return 50% 3% p.a. 8% p.a. 1 April prior to grant date

TSR against constituents of FTSE 350

Real Estate Sector (excluding agencies)

50% Median Upper

quartile

Grant date

134 Great Portland Estates plc Annual Report 2024

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Executive Director remuneration from other roles

Executive Directors are able to accept external Board appointments with the consent of the Board. Any fees received by

an Executive Director for such an external appointment can be retained by the individual. Toby Courtauld is a Non-Executive

Director of Liv-ex Limited, for which he received no remuneration during the year. He also received no remuneration for

serving as a Director of the New West End Company.

Nick Sanderson is a Trustee of the Outward Bound Trust, for which he received no remuneration during the year. Dan Nicholson

is a Non-Executive Director of Bioregional Homes Limited, for which he also received no remuneration during the year.

Statement of Executive Directors’ shareholdings and share interests\*

Executive Directors are required to hold a minimum of 300% of base salary in shares. The table below sets out their holdings

against the requirement and their beneficial and conditional ownership as at 31 March 2024. Dan Nicholson joined the Board

on 6 September 2021. As with the other Executive Directors, Dan will be required to build up a shareholding of 300% of base

salary and to retain all shares that are vested to him, net of any tax liabilities, until the requirement is satisfied.

Director

Beneficial ownership Conditional ownership

6

Shareholding

requirement

met

9,10

Comparator

to 2023

Number

of shares

owned

1

SIP

Matching

shares

subject to

forfeiture

Total

beneficial

ownership

2,3,4,5

LTIP/RSP

subject to

performance

conditions/

underpins

LTIP awards

which have

met their

performance

conditions

and remain

subject to a

holding

period

7

Deferred

Share

Bonus

Plan

8

Total

beneficial

and

conditional

ownership

as at

31 March

2024

Total

beneficial

and

conditional

ownership

as at

31 March

2023

Toby

Courtauld 1,399,022 2,018 1,401,040 7 97,0 02 18,686 96,548 2,313,276 2,337,379 835% – Yes 1,112%

Nick

Sanderson 281,531 2,016 283,547 548,342 12,856 6 7, 372 912,117 927, 8 91 271%

11

326%

Dan

Nicholson 20,556 1,564 22,120 303,441 – 36,567 362,128 17 7,787 42%

12

1%

1.  Excludes SIP shares that are subject to forfeiture.

2.  Holdings are calculated based on the share price as at 31 March 2024 of £3.878.

3.  Beneficial interests include shares held directly or indirectly by connected persons.

4.  The Executive Directors did not exercise any share options in the year ended 31 March 2024. Between 1 April 2024 and 19 May 2024, Toby Courtauld and

Dan Nicholson each acquired 37 Partnership shares and 74 conditional Matching shares and Nick Sanderson acquired 38 Partnership Shares and 76 Matching

Shares under the SIP. In addition, under the SIP, 40 Matching shares vested to each of Toby Courtauld and Nick Sanderson. Otherwise there were no changes

in their shareholdings during that period.

5.  40% of the Executive Directors’ annual bonuses for the year ended 31 March 2024 will be deferred into shares for three years under the Deferred Share

Bonus Plan (DSBP). The number of shares awarded will be disclosed following the awards, in the 2025 Annual Report. In respect of their annual bonuses

for the year ended 31 March 2023, Toby Courtauld, Nick Sanderson and Dan Nicholson were granted DSBP awards over 51,486, 35,832 and 28,190

shares respectively.

6.  LTIP, RSP and DSBP awards are granted in the form of nil cost options. A nil vesting of the 2021 LTIP awards has been assumed based on the information

available as at 19 May 2024.

7.  Consistent with best practice, estimated after-tax shares that will be retained after the cessation of the two-year holding period are included in

the shareholding requirement (53% of shares retained).

8.  Consistent with best practice, estimated after-tax shares retained are included in the shareholding requirement (53% of shares retained).

9.  Post-cessation shareholding guidelines came into effect following the approval of the Policy at the 2020 AGM. Executive Directors are expected

to retain the lower of actual shares held at cessation and shares equal to 300% of salary for two years post-cessation. Shares retained following

vesting of LTIP, RSP and DSBP awards granted after the 2020 AGM will be held in via escrow/a nominee arrangement to enable enforcement of the

post-cessation guidelines.

10. Executive Directors are required to hold 300% of their base salary and are expected to retain the after-tax shares received on the exercise of awards

until they have acquired the necessary shares to meet their shareholding requirement.

11. The fall in share price over the year resulted in Nick Sanderson’s holding falling moderately below the guideline level. He will not sell any shares other

than to meet tax liabilities until this requirement is met.

12. Dan Nicholson joined the Board with effect from 6 September 2021 and is working towards his minimum shareholding requirement.

Governance

135Annual Report 2024 Great Portland Estates plc

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Directors’ remuneration report continued

Executive Directors’ remuneration for the year ending 31 March 2025

Statement of implementation of Policy for the year ending 31 March 2025

The Policy and its implementation for the Executive Directors for the forthcoming financial year is summarised below.

For information on the Chair of the Board and Non-Executive Directors, please refer to page 138.

Salary

Executive Director

Year ending

31 March 2025

£000

1

Year ended

31 March 2024

£000

1

Base salary

increase

Toby Courtauld 692 679 2%

Nick Sanderson 476 467 2%

Dan Nicholson 388 380 2%

1.  Rounded to the nearest £1,000.

Executive Directors have received an increase in salary below the all-colleague average increase of 4.9%. In reviewing

the salaries of the Executive Directors, the Committee has also taken account of both the individual’s and the Company’s

performance and the employment conditions and salary increases awarded to employees across the Group.

Pension and benefits

There have been no changes to the benefits and pension provision for the Executive Directors.

Bonus for the year ending 31 March 2025

The target and maximum annual bonus potentials will remain unchanged at 75% and 150% of salary respectively for the

Executive Directors. As with the existing Policy, under the proposed new Policy, 40% of any annual bonus outcome will be

deferred into shares for three years under the Deferred Share Bonus Plan.

The scorecard measures will be consistent with those for 2023/24 except that, as explained on page 127, the Flex measure will

change from a space commitment to a net operating income measure, a deployment of capital measure will replace the

liquidity measure, the development measure will focus on achieving key development milestones in the year and there will be

some minor definitional changes to the NPS metric to capture retail as well as office customers. Furthermore, the weighting

of measures will be adjusted, increasing the total weightings on financial measures from 50% to 60% as follows:

2024/25 Bonus weightings

Financial measures Total weighting Non-financial measures Total weighting

Relative TAR 20% Development milestones 5%

Rent achieved vs ERV 10% Customer NPS 5%

Vacancy rate 10% Energy consumption 5% (previously 7.5%)

Deployment of capital 10%  Net zero developments 5% (previously 7.5%)

Flex net operating income 10% (replaces 5% Flex space measure) Personal objectives 10%

Positive and inclusive culture 5%

Diversity targets 5%

Total 60% 40%

The Committee is of the opinion that, given the commercial sensitivity around GPE’s business, disclosing precise targets for the Annual

Bonus Plan in advance would not be in the best interests of shareholders or the Company. Objectives, performance achieved and

awards made will be published at the end of the performance period so shareholders can fully assess the basis for any payouts.

Restricted Share Plan awards for the year ending 31 March 2025

Performance measure over three years

Award as %

of base salary

Subject to underpins as described in full in the Remuneration Policy 150%

The maximum potential award for the 2024 Restricted Share Plan Award is 150% of base salary, being 50% of the 300% of base

salary awarded under historic LTIPs. This conversion rate is reflective of common market practice. The awards, granted in the

form of nil cost options, will be subject to the underpins set out in the Policy. Alongside the operation of a robust underpin allowing

the Committee to reduce the vesting of awards in whatever circumstances it considers to be appropriate, the Committee will

also specifically consider reducing vesting levels in the event of a breach of the financial covenants of the Group’s principal

debt facilities; failure to make satisfactory progress in delivering our Sustainability Statement of Intent; or there being material

damage to the reputation of the Company. Following a three-year vesting period, the 2024 RSP awards will be subject to a

two-year holding period, whereby participants will not be permitted to exercise any performance-vested awards until the

fifth anniversary of the award date. The holding period will generally continue to operate post-cessation of employment.

136 Great Portland Estates plc Annual Report 2024

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Chief Executive £000

818818818

818

Fixed Annual bonus RSP

1,038

2,894

519

1,038

2,375

1,038

2,500

0

1,000

500

1,500

2,000

3,000

3,500

MaximumOn targetMinimum

818

1,557

3,313

1,038

Maximum with 50%

share price increase

Executive Director £000

2,500

0

1,000

500

1,500

2,000

3,000

3,500

Fixed Annual bonus RSP

Maximum with 50%

share price increase

458458458

458

582

1,622

291

582

1,331

582

458

873

1,913

582

MaximumOn targetMinimum

Chief Financial & Operating Officer £000

2,500

0

1,000

500

1,500

2,000

3,000

3,500

Fixed Annual bonus RSP

Maximum with 50%

share price increase

570570570

570

714

1,998

357

714

1,641

714

570

1,071

2,355

714

MaximumOn targetMinimum

Executive Director remuneration scenarios based on performance

The charts below set out the potential remuneration receivable by Executive Directors for minimum (where performance is below

threshold for variable awards), on-target and maximum performance. Potential reward opportunities are based on the Policy

and applied to salaries for the year ending 31 March 2025. It should be noted that the projected values exclude the impact of any

dividend accrual.

Governance

137Annual Report 2024 Great Portland Estates plc

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Directors’ remuneration report continued

Chair and Non-Executive Directors’ remuneration

Single figure table annual fees for year ended 31 March 2024\*

This section of the Report contains details of how the Policy for the Chair and Non-Executive Directors was implemented

during the financial year ended 31 March 2024.

Name

Fees Benefits Totals

2024 2023 2024 2023 2024 2023

Richard Mully 256 244 2

1

2

1

258 246

Mark Anderson 75 72 – – 75 72

Karen Green

2

25 – – – 25 –

Nick Hampton

3,4

85 74 – – 85 74

Vicky Jarman

4

82 77 – – 82 77

Champa Magesh

5

75 48 2

6

– 77 48

Alison Rose

7

20 72 – – 20 72

Emma Woods

8

82 77 – – 82 77

Total 700 664 4 2 704 666

1.  Richard Mully’s benefits of less than £2,000 related to reimbursed travel (and related tax) for GPE meetings.

2.  Karen Green joined the Board and each of its Committees on 1 December 2023.

3.  Nick Hampton became Senior Independent Director from 30 March 2023.

4.  Vicky Jarman succeeded Nick Hampton as Chair of the Audit Committee from 7 July 2022.

5.  Champa Magesh joined the Board and each of its Committees on 1 August 2022.

6.  Champa Magesh’s benefits of less than £2,000 related to reimbursed travel (and related tax) for GPE meetings.

7.  Alison Rose stepped down from the Board and its Committees on 6 July 2023.

8.  Emma Woods became Chair of the Remuneration Committee from 7 July 2022.

Shareholdings\*

31 March 2024 31 March 2023

Richard Mully 60,000 31,379

Mark Anderson 2,451 2,451

Karen Green – –

Nick Hampton 2,500 2,500

Vicky Jarman 2,708 2,708

Champa Magesh – –

Alison Rose – –

Emma Woods – –

There were no changes in the shareholdings of the Chair and Non-Executive Directors in office between 1 April 2024 and 19 May 2024.

The reported figures reflect the position at the stated dates or date of appointment if later/date of retirement if earlier.

Annual fees for year ending 31 March 2025

The table below sets out the fee rates for the Chair of the Board and Non-Executive Directors for the year ending 31 March 2025.

The fees of the Chair and the base fees of the Non-Executive Directors have been increased by approximately 2%, being below

the average of 4.9% awarded to colleagues. Fee levels for the Chair and Non-Executive Directors are assessed having regard

to individual responsibility and fees paid to Non-Executive Directors in the wider FTSE 250.

1 April 2023 to

31 March 2024

£

From

1 April 2024

(per annum)

£

Chair fee 256,000 261,100

Non-Executive Director base fee 61,500 62,700

Senior Independent Director fee 10,000 10,000

Audit or Remuneration Committee Chair 12,500 12,500

Audit or Remuneration Committee Member 5,000 5,000

Nomination Committee Member 3,350 3,350

138 Great Portland Estates plc Annual Report 2024

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Other disclosures

Percentage change in Board remuneration vs Group employees

The table below shows the percentage change in remuneration/fees for the years ended 31 March 2021, 31 March 2022,

31 March 2023 and 31 March 2024 for each of the Directors who served during the year ended 31 March 2024 (including salary,

taxable benefits and annual bonus) compared to that for an average Group employee (noting that the Group has been used

rather than parent company on the basis that there are no Company employees).

Name

Base salary/fees Taxable benefits

10

Bonus

11

Change Change Change

2020/21 2021/22 2022/23 2023/24 2020/21 2021/22 2022/23 2023/24 2021/22 2022/23 2023/24

Average employee

1

+5.1% +3.2% +6.2% +6.6% +4.1% -20,1% -0.3% +15.2% +71.3% +13.5%

8

+12.4%

Executive Directors

Toby Courtauld +1.5% +1.5% +3.5% +5.0% -3.6% -38.5% 0% +12.5% +139.5% +19.5% +3.7%

Nick Sanderson +1.5% +1.5% +3.5% +5.0% -22.7% -12.5% +18.6% +5.6% +125.5% +20.9% +2.3%

Dan Nicholson

2

n/a n/a 80.1% +5.0% n/a n/a +100% +33.3% n/a +155.6% +5.2%

Non-Executive

Directors

Richard Mully (Chair) -5.0% 0% 3.8% +4.9% -100% +100% +100% +0% n/a n/a n/a

Mark Anderson

3

n/a 0% 75.6% +4.2% n/a – – – n/a n/a n/a

Karen Green

4

n/a n/a n/a -% n/a – – – n/a n/a n/a

Nick Hampton

5,6

-4.2% 0% -1.3% +14.9% -100% – – – n/a n/a n/a

Vicky Jarman

6

-2.9% 0% +10.0% +6.5% – – – – n/a n/a n/a

Champa Magesh

7

– – 0% +56.3% – – – +100% n/a n/a n/a

Alison Rose

8

-2.9% 0% +2.9% -72.2% – – – – n/a n/a n/a

Emma Woods

9

n/a n/a +541.7 +6.5% n/a – – – n/a n/a n/a

1.  Based on all employees who were employed for the full consecutive financial years being compared. Average employee pay has been calculated

on a full-time equivalent basis.

2.  Dan Nicholson joined the Group in September 2021, part-way through the financial year. His remuneration in 2021/22 reflected this period of service,

whereas his remuneration from 2022/23 was for a full year’s service, explaining his large percentage increase over the two years.

3.  Mark Anderson joined the Board on 1 September 2021.

4.  Karen Green joined the Board on 1 December 2023.

5.  Nick Hampton become Senior Independent Director on 30 March 2023.

6.  Vicky Jarman succeeded Nick Hampton as Chair of the Audit Committee from 7 July 2022.

7.  Champa Magesh joined the Board from 1 August 2022.

8.  Alison Rose stepped down from the Board on 6 July 2023.

9.  Emma Woods joined the Board on 1 February 2022 and became Chair of the Remuneration Committee from 7 July 2022.

10. Taxable benefits from 31 March 2023, in line with the single figure table on page 129, have been updated to include: private medical insurance,

membership subscriptions, travel expenses, luncheon vouchers, Employee Assistance Programme and entertainment. Prior years included death

in service, life assurance and permanent health insurance which are not taxable benefits in line with HMRC guidelines.

11. Executive Directors have a higher proportion of their remuneration linked to variable pay and Company performance for greater alignment with shareholders.

The percentage change in bonus payments will therefore fluctuate according to variable pay outcomes each year. The payout for the 2020/21 annual

bonus financial measures was nil, resulting in the higher percentage change in bonuses for 2022/23.

Governance

139Annual Report 2024 Great Portland Estates plc

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Directors’ remuneration report continued

Ten-year Chief Executive remuneration package

The table below shows the Chief Executive’s (Toby Courtauld throughout) remuneration package over the past ten years,

together with incentive payout/vesting as compared to the maximum opportunity.

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Single figure of total remuneration (£000) 3,689 2,650 1,420 1,174 905 1,599 984 1,425 1,417 1,456

Bonus payout (as % of

maximum opportunity) 48% 100% 20% 37% 19% 31% 23.9% 56.3% 65% 64.2%

Long-term incentive vesting rates

(as % of maximum opportunity) 81% 58% 33% 10% 0% 28.8% 0% 7.4% 0%

2

0%

1

1.  Based on estimated performance as at 19 May 2024.

2.  This reflects the actual LTIP performance outcome of 0% as referred to in the single figure table on page 129. The figure provided in last year’s Annual Report,

of 0%, was disclosed on an estimated basis.

Total Shareholder Return performance

The following graph shows the Total Shareholder Returns for the Company for each of the last ten financial years compared

to the FTSE 350 Real Estate Index (excluding agencies). The Company is a constituent of the FTSE 350 Real Estate Index and

the Committee considers this benchmark to be the most appropriate for illustrating the Company’s performance.

Total Shareholder Return over ten years (indexed)

31 March

2014

31 March

2015

31 March

2016

31 March

2017

31 March

2018

31 March

2019

31 March

2020

31 March

2024

31 March

2023

31 March

2022

31 March

2021

Great Portland Estates plc

Source: Refinitiv Datastream.

FTSE 350 Real Estate – Sector (Excluding Agencies)

200

175

150

125

100

75

50

CEO pay ratio

Although the Company has fewer than 250 employees and is not, therefore, subject to any legal requirement to include

such ratios, the Committee considers inclusion of the ratio to be reflective of best practice and includes this on a voluntary

basis. The Committee notes the general preference of institutional shareholders for companies to use statutory Method A

and prepared the calculations on that basis. However, for a company with a relatively small number of employees (134 as

at 31 March 2024), the ratios can be unduly impacted by joiners and leavers who may not participate in the full suite of

remuneration arrangements in the year of joining or leaving. Accordingly, the Committee modified the statutory basis to

exclude any employee not employed throughout the financial year. In all other respects, Method A was followed so the

following tables refer to modified Method A being adopted.

The Company believes that a bias towards variable pay for senior executives is the most appropriate means of both incentivising

the senior executives and aligning them with shareholders. The ratios will therefore fluctuate according to variable pay

outcomes each year. Variable pay outcomes were broadly consistent in 2022/23 and 2023/24 and the ratios have therefore

remained broadly consistent in these years. Overall, the outcomes and the resulting ratios are considered appropriate.

140 Great Portland Estates plc Annual Report 2024

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Ratio of the pay of the Chief Executive to that of the UK lower quartile, median and upper quartile employees

Year Method

Pay ratio

25th percentile 50th percentile (median) 75th percentile

31 March 2024 Modified Method A 17. 3:1 12.1:1 6.5:1

31 March 2023 Modified Method A 18.0:1 12.6:1 6.7:1

31 March 2022 Modified Method A 19.9:1 15.4:1 7.2:1

31 March 2021 Modified Method A 15.1:1 11.2:1 5.8:1

31 March 2020 Modified Method A 24.1:1 18.2:1 8.7:1

Additional information on the ratio of the pay of the Chief Executive to that of employees

– Employee pay data is based on full-time equivalent pay for UK employees as at 31 March 2024. For each employee,

total pay is calculated in line with the single figure methodology (i.e. fixed pay accrued during the financial year

and the value of performance-based incentive awards vesting in relation to the performance year).

– Employee pay data excludes leavers and joiners to help ensure data is on a like-for-like basis. No other calculation

adjustments or assumptions have been made.

– Chief Executive pay is as per the single total figure of remuneration for 2024, as disclosed on page 129.

– The 2024 ratio will be re-stated in the 2025 Directors’ remuneration report (if required) to take account of the final

LTIP vesting data for eligible employees and for the Chief Executive.

The Committee has considered the pay data for the three individuals identified for 2024 and believes that it fairly reflects

pay at the relevant quartiles among the UK employee population. Each of the individuals identified was a full-time employee

during the year and received remuneration in line with the Policy. The Company employs a highly skilled and experienced

workforce which leads to a narrower CEO ratio than at many other listed companies with a different employee base. The ratios

reflect this and are felt appropriate in this context. This year, there was no LTIP vesting and, in a year in which the LTIP did vest,

the ratio would widen given the greater focus on variable pay for more senior levels.

Salary and total remuneration used to calculate the pay ratio

Chief Executive

£000

25th percentile

£000

50th percentile (median)

£000

75th percentile

£000

Total salary 679 58 76 130

Total remuneration (single figure) 1,456 84 120 224

Employee Share Trust

Upon the vesting of share awards, shares used to satisfy awards under the LTIP, RSP and Deferred Share Bonus Plan are

transferred out of the Great Portland Estates plc LTIP Employee Share Trust (the Trust), a discretionary trust established

to facilitate the operation of the Company’s share plans. The shares to satisfy vested awards have been purchased by the

Trustees of the Trust in the open market. The number of shares held by the Trust as at 31 March 2024 was 887,159 (2023: 877,159).

Dilution

The Company currently funds the Trustees to purchase all of the shares required to satisfy awards under the Company’s share

plans and no shares have been issued to satisfy any grants made in the last ten years. However, if the Company decided to issue

new shares to meet these awards, the Company would operate all of its share incentive arrangements within The Investment

Association (IA) Guidelines on dilution. The following table sets out the level of dilution against the IA limits for all share plans

and discretionary plans in respect of the outstanding awards should the Company issue shares rather than use purchased

shares held in Trust.

Maximum As at 31 March 2024

1

10% dilution in ten years (all plans) 1.23%

5% dilution in ten years (discretionary plans) 1.28%

1.  This figure shows the number of shares required to satisfy all outstanding awards as at 31 March 2024 as a percentage of the Company’s issued share

capital were these to be satisfied by the issue of new shares. This does not include vested awards that have been satisfied using market purchased shares.

Governance

141Annual Report 2024 Great Portland Estates plc

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Directors’ remuneration report continued

Relative importance of spend on pay

The table below sets out the relative importance of spend on pay in 2023 and 2024:

Relative importance of spend on pay £m

Overall spend on pay Overall spend on dividend

2023 20242023 2024

+18.5%

27.6

32.7

0%

31.9 31.9

35

0

5

10

15

20

25

30

35

0

5

10

15

20

25

30

Committee advisers

The Committee was advised during the year by FIT Remuneration Consultants LLP (FIT Rem) as independent remuneration

consultants. FIT Rem, which was appointed by the Committee in August 2014 following a review of advisers, attends Committee

meetings and provides advice on remuneration for the Executive Directors, analysis on all elements of the Directors’

remuneration policy and regular market and best practice updates.

FIT Rem reports directly to the Committee and does not provide any other services to the Company.

The Committee is satisfied that the advice received from FIT Rem is independent and objective as FIT Rem complies with

the Code of Conduct for Remuneration Consultants (which can be found at www.remunerationconsultantsgroup.com)

and provides no other advice to the Group. FIT Rem’s fees for the year to 31 March 2024 were £68,127.50 (2023: £112,056)

which were charged on the basis of the time spent advising the Company.

Independent and objective performance certificates are provided to the Committee by Aon Hewitt on measurement

of TSR performance targets for the LTIP. Fees paid to Aon Hewitt in respect of this were £10,750. Aon Hewitt also provides

gender pay gap assistance and salary benchmarking to the Group and fees paid in relation to these totalled £15,000

and £1,750 respectively.

142 Great Portland Estates plc Annual Report 2024

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Statement of voting at the AGM

The following table shows the results of the remuneration related resolutions at the 2023 AGM:

It is the Committee’s policy to consult with major shareholders prior to any major changes to its Executive remuneration.

For Against Abstentions

2023 Directors’ remuneration report 197,428,528 (96.51%) 7,135,9 59 (3.49 %) 3,186

2023 Directors’ remuneration policy 189,336,232 (92.56%) 15,228,255 (7.44%) 3,186

Consideration of shareholder views

When determining remuneration, the Committee takes into account the guidelines of investor bodies and shareholder views.

The Committee is always open to feedback from shareholders on remuneration policy and arrangements, and commits to

undertaking shareholder consultation in advance of any significant changes to the remuneration policy.

The Policy was subject to thorough consultation with our major shareholders and the main proxy voting advisers ahead of being

approved by shareholders at the 2023 AGM.

Service agreements and payments for loss of office/payments to former Directors\*

The policy of the Company is to have service contracts for Executive Directors with notice periods of one year. It is sometimes

necessary when recruiting a new Executive Director to give a service contract with an initial term of up to 18 months, in which

case a 12-month notice period may be given no earlier than six months from the start date of the contract.

Non-Executive Directors, who have letters of appointment, are subject to annual re-election under the Company’s Articles

of Association and have a notice period of three months by either party. They are not eligible for payment in lieu of notice

or any other payment on termination.

The following table sets out the dates of each of the Executive Directors’ service agreements and their unexpired term, the dates

of the Non-Executive Directors’ letters of appointment and the date on which the Non-Executive Director is next subject to

reappointment or re-election.

Executive Date of service agreement  Unexpired term (months)

Toby Courtauld 18 March 2002 (amended 2017) 12

Nick Sanderson 7 June 2011 (amended 2017) 12

Dan Nicholson 30 July 2021 12

Non-Executive Date of appointment letter Date when next subject to appointment or re-election

Richard Mully 12 October 2016 4 July 2024

Karen Green

1

15 June 2023 4 July 2024

Nick Hampton 28 September 2016 4 July 2024

Vicky Jarman 22 January 2020 4 July 2024

Mark Anderson 30 July 2021 4 July 2024

Emma Woods 25 January 2022 4 July 2024

Champa Magesh 6 June 2022 4 July 2024

1.  Karen Green was appointed to the Board on 1 December 2023 and will be subject to election at the next AGM on 4 July 2024.

No Directors received termination payouts or payments for loss of office in respect of the year and no former Director received

any relevant payments.

This Report will be submitted to shareholders for approval at the AGM to be held on 4 July 2024.

Approved by the Board on 22 May 2024 and signed on its behalf by:

Emma Woods

Chair of the Remuneration Committee

22 May 2024

Governance

143Annual Report 2024 Great Portland Estates plc

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Report of the Directors

Strategic Report

The Group’s Strategic Report on pages 01 to 88 includes

the Company’s business model and strategy, the principal

risks and uncertainties facing the Group and how these

are managed and mitigated, an indication of likely future

developments in the Company and details of important

events since the year ended 31 March 2024.

The purpose of the Annual Report is to provide information

to the members of the Company, as a body. The Company,

its Directors, employees, agents or advisers do not accept

or assume responsibility to any other person to whom this

document is shown or into whose hands it may come and

any such responsibility or liability is expressly disclaimed.

The Annual Report contains certain forward-looking

statements with respect to the operations, performance

and financial condition of the Group. By their nature,

these statements involve uncertainty since future events

and circumstances can cause results and developments

to differ from those anticipated. The forward-looking

statements reflect knowledge and information available

at the date of preparation of this Annual Report. Nothing in

this Annual Report should be construed as a profit forecast.

Results and dividends for the year

The Group’s results for the year are set out on pages 148 to 178.

An interim dividend of 4.7 pence per share (2023: 4.7 pence)

was paid on 4 January 2024, and the Directors propose to

pay a final dividend of 7.9 pence per share on 8 July 2024

to shareholders on the register of members as at the close

of business on 31 May 2024. This makes a total of 12 .6 pence

per share (2023: 12.6 pence) for the year ended 31 March 2024.

Directors

Biographical details of the current Directors of the

Company are shown on pages 94 and 95. Alison Rose

also served as a Director during the year under review,

stepping down from the Board on 6 July 2023.

In accordance with the UK Corporate Governance Code,

all the current Directors will retire, and those who wish

to continue to serve will offer themselves for election

or re-election at the forthcoming Annual General

Meeting (AGM).

Directors’ shareholdings

The interests of the Directors of the Company (and of their

connected persons) in the shares of the Company, which

have been notified to the Company in accordance with

the UK Market Abuse Regulation, are set out in the Directors’

remuneration report on pages 135 and 138. The Directors’

remuneration report also sets out details of any changes

in those interests between 31 March 2024 and 19 May 2024.

Directors’ indemnities and insurance

On 14 September 2007, an indemnity was given by the

Company to the Directors in terms which comply with

company law. The indemnity was in force during the

year and remains in force at the date of this Report

of the Directors.

The Company maintains directors’ and officers’ liability

insurance and pension trustee liability insurance, both

of which are reviewed annually.

Directors’ powers

The powers of the Directors are contained in the Company’s

Articles of Association. These include powers, subject to relevant

legislation, to authorise the issue and buyback of the Company’s

shares by the Company, subject to authority being given

to the Directors by the shareholders in a general meeting.

Appointment and replacement of Directors

The rules about the appointment and replacement of Directors

are contained in the Company’s Articles of Association.

Under the Articles of Association, every Director who held office

on the date seven days before the date of notice of the AGM

shall retire from office. A retiring Director shall be eligible for

re-election at the AGM, and a Director who is re-elected will

be treated as continuing in office without a break. This is in line

with the UK Corporate Governance Code, which recommends

that all Directors should be subject to annual re-election.

Changes to the Articles of Association must be approved

by the Company’s shareholders in accordance with

legislation in force from time to time.

Corporate governance statement

The information fulfilling the requirements of the corporate

governance statement can be found in this Report of the

Directors and on pages 89 to 143, all of which are incorporated

into this Report of the Directors by reference.

Political donations

It is the Company’s policy not to make political donations

or undertake any activities incurring political expenditure.

Annual General Meeting

Details of the Company’s AGM can be found in the Notice of AGM

2024, which will be made available on the Company’s website at

www.gpe.co.uk/investors/shareholder-information/agmgm

Additional disclosures

Disclosures required by Schedule 7, Large and Medium-sized

Companies and Groups (Accounts and Reports) Regulations

2008 (as amended), to the extent not already disclosed

or referred to in this Report of the Directors, can be found

on the following pages, all of which are incorporated into

this Report of the Directors by reference:

Page/s

Financial instruments 154, 171 to 173

Greenhouse gas emissions,

energy consumption and

energy efficiency action

37 to 62

Engagement with suppliers,

customers and others

39 to 41, 48 to 51, 62,

69 to 72 and 99 to 103

Research and development 01, 08, 14, 22 to 25, 26,

27, 39 to 42, 69 to 70

Disclosures required by the Financial Conduct Authority’s

Listing Rule 9.8.4R can be found on the following pages:

Page/s

Capitalised interest 158 and 163

Waiver of dividends 145

The Directors’ responsibilities statement is on page 146 and is

incorporated into this Report of the Directors by reference.

The ‘Other information’ found on pages 194 to 203 is also

incorporated into this Report of the Directors by reference.

144 Great Portland Estates plc Annual Report 2024

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Significant shareholdings

As at 31 March 2024, the Company had been notified, in

accordance with the Financial Conduct Authority’s Disclosure

Guidance and Transparency Rules (DTR 5), of the following

interests in the voting rights in its ordinary share capital:

Number of

voting rights

1

%

1

Nature of

holding

1

Norges Bank

Investment

Management

32,829,313 12.93 Direct

T. Rowe Price

Associates, Inc.

27,888,682 10.99 Indirect

BlackRock, Inc. 20,088,428

2,638,337

7.91

1.03

Indirect

Financial

instruments

KKR Investment

Management LLC

13,579,569 5.35 Indirect

1.  As at date of notification.

In the period from 31 March 2024 to 19 May 2024, the Company

received a further notification from BlackRock, Inc. disclosing

that its interests in voting rights in the Company through indirect

holdings and holdings of financial instruments had increased

to 21,297,445 (8.38%) and 4,062,147 (1.59%) respectively.

Information provided to the Company under the Financial

Conduct Authority’s Disclosure Guidance and Transparency

Rules is publicly available via the regulatory information

service and on the Company’s website.

Share capital and control

As at 31 March 2024, the issued share capital of the Company

was 253,867,911 (2023: 253,867,911) ordinary shares of 15

4

/

19

pence

each, all fully paid up and listed on the London Stock Exchange.

At the 2023 AGM, shareholders authorised the Company to

make market purchases of up to 38,054,799 ordinary shares

of 15

5

/

19

pence each, representing 14.99% of the issued share

capital of the Company as at 29 May 2023, such authority

to expire at the earlier of the conclusion of the 2024 AGM

or 1 October 2024. No shares were purchased under that

authority during the financial year. The Company is seeking

to renew the authority at the forthcoming AGM, within the

limits set out in the Company’s Notice of AGM 2024.

There are no restrictions on transfer or limitations on the

holding of the ordinary shares. None of the shares carry

any special rights with regard to the control of the Company.

There are no known arrangements under which financial

rights are held by a person other than the holder of the

shares and no known agreements on restrictions on share

transfers and voting rights. The Great Portland Estates plc

LTIP Employee Share Trust (the Trust) is an employee share

scheme which holds ordinary shares in the Company on trust

for the benefit of employees within the Group. The Trustee of

the Trust has the power to exercise all the rights and powers

(including rights with regard to control of the Company)

incidental to, and to generally act in relation to, the ordinary

shares subject to the Trust in such manner as the Trustee in

its absolute discretion thinks fit as if it were absolutely entitled

to those ordinary shares. The Trustee has waived the right

to receive dividends on the shares held in the Company.

Change of control

The Company has a number of unsecured borrowing

facilities provided by various lenders. These facilities generally

include provisions that may require any outstanding borrowings

to be repaid or the alteration or termination of the facilities

upon the occurrence of a change of control of the Company.

The Company’s Restricted Share Plan, Long Term Incentive

Plan, Deferred Share Bonus Plan, Restricted Share Plan

and Annual Bonus Plan contain provisions relating to the

vesting of awards in the event of a change of control.

Going concern

The Group’s business activities, together with the factors

affecting its performance, the impact of recent macro-

economic uncertainty and weak UK growth, are set out in

the Strategic Report on pages 01 to 88. Details of the finances

of the Group, including its strong liquidity position, attractively

priced borrowing facilities and favourable debt maturity profile,

are set out in ‘Our financial results’ on pages 30 to 33 including

‘Our capital strength’ on page 32 and in notes 9, 16 and 17

of the financial statements on pages 152 to 178.

The Directors have reviewed the current and projected financial

position of the Group, making reasonable assumptions about

future trading performance, with particular focus on macro-

economic conditions in which the Group is operating, including

weak UK growth, the ongoing economic disruption from

geopolitical tensions, a high inflationary environment and

elevated interest rates. This included a going concern scenario

to consider the impact of market disruption on the Group’s cash

balances, its capital commitments, its debt maturity profile,

including undrawn facilities and the long-term nature of customer

leases. The going concern scenario did not include the proceeds of

the intended rights issue. The Directors also conducted extensive

stress testing, including sensitising significant increases in the

cost of development to meet sustainability requirements as

detailed further in the viability statement. Further information

on the assumptions contained in the going concern scenario is

on page 88. On the basis of this review, and after making due

enquiries, the Directors have a reasonable expectation that the

Company and the Group have adequate resources to continue in

operational existence for a period of at least 12 months from the

date of approval of the financial statements. Accordingly,

they continue to adopt the going concern basis in preparing

the Annual Report and financial statements.

Viability statement

The Company’s viability statement is on page 88.

Events after the balance sheet date

In April 2024, the Group exchanged contracts to buy

The Courtyard, WC1 for £10.4 million of cash and through a

property exchange of 95/96 New Bond Street for £18.2 million.

At the reporting date, the acquisition had not yet completed.

In addition, the Group’s £175.0 million 2.15% private placement

notes 2024 were repaid on 22 May 2024.

Statement as to disclosure of information

to the auditor

So far as the Directors who held office at the date of approval

of this Report of the Directors are aware, there is no relevant audit

information of which the auditor is unaware and each Director has

taken all steps that he or she ought to have taken as a Director to

make himself or herself aware of any relevant audit information

and to establish that the auditor is aware of that information.

This confirmation is given and should be interpreted in accordance

with the provisions of section 418 of the Companies Act 2006.

By order of the Board

Darren Lennark

General Counsel & Company Secretary

Great Portland Estates plc

Company number: 596137

22 May 2024

Governance

145Annual Report 2024 Great Portland Estates plc

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Directors’ responsibilities statement

The Directors are responsible for preparing the Annual Report

and the financial statements in accordance with applicable

law and regulation.

Company law requires the Directors to prepare financial

statements for each financial year. Under that law the Directors

have prepared the Group financial statements in accordance

with UK-adopted international accounting standards and

the Company financial statements in accordance with

United Kingdom Generally Accepted Accounting Practice

(United Kingdom Accounting Standards, comprising FRS 101

“Reduced Disclosure Framework”, and applicable law).

Under company law, the Directors must not approve the

financial statements unless they are satisfied that they give

a true and fair view of the state of affairs of the Group and

Company and of the profit or loss of the Group for that period.

In preparing the financial statements, the Directors are

required to:

– select suitable accounting policies and then apply

them consistently;

– state whether applicable UK-adopted international

accounting standards have been followed for the group

financial statements and United Kingdom Accounting

Standards, comprising FRS 101 have been followed

for the company financial statements, subject to any

material departures disclosed and explained in the

financial statements;

– make judgements and accounting estimates that are

reasonable and prudent; and

– prepare the financial statements on the going concern

basis unless it is inappropriate to presume that the group

and company will continue in business.

The Directors are responsible for safeguarding the assets of

the Group and Company and hence for taking reasonable

steps for the prevention and detection of fraud and

other irregularities.

The Directors are also responsible for keeping adequate

accounting records that are sufficient to show and explain

the Group’s and Company’s transactions and disclose with

reasonable accuracy at any time the financial position of

the Group and Company and enable them to ensure that

the financial statements and the Directors’ remuneration

report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity

of the Company’s website. Legislation in the United Kingdom

governing the preparation and dissemination of financial

statements may differ from legislation in other jurisdictions.

Directors’ confirmations

The Directors consider that the Annual Report and accounts,

taken as a whole, is fair, balanced and understandable

and provides the information necessary for shareholders to

assess the Group’s and Company’s position and performance,

business model and strategy.

Each of the Directors, whose names and functions are listed

in pages 94 to 95 confirm that, to the best of their knowledge:

– the Group financial statements, which have been prepared

in accordance with UK-adopted international accounting

standards, give a true and fair view of the assets, liabilities,

financial position and loss of the Group;

– the Company financial statements, which have been

prepared in accordance with United Kingdom Accounting

Standards, comprising FRS 101, give a true and fair view

of the assets, liabilities and financial position of the

Company; and

– the Strategic Report includes a fair review of the

development and performance of the business and

the position of the Group and Company, together with

a description of the principal risks and uncertainties

that it faces.

This responsibility statement was approved by the Board

of Directors and is signed on its behalf by:

Toby Courtauld  Nick Sanderson

Chief Executive  Chief Financial & Operating Officer

22 May 2024  22 May 2024

146

Great Portland Estates plc Annual Report 2024

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In this section:

148 Group income statement

148 Group statement of comprehensive income

149 Group balance sheet

150 Group statement of cash flows

151 Group statement of changes in equity

152 Notes forming part of the

Group financial statements

179 Independent auditors’ report

187 Company balance sheet

188 Company statement of changes in equity

189 Notes forming part of the

Company financial statements

Financial

statements

We are putting health and

wellbeing front and centre

We are in the age of the conscious consumer. Therefore, it’s more important than

ever for businesses to consider its customers, as customers will make decisions on

whom they work for and where they work, based on social and environmental issues.

A sustainable building should contribute to the wellbeing of our customers and the

local community, supporting healthier, happier and more productive lives.

Financial statements

147Annual Report 2024 Great Portland Estates plc

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|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2024 | 2023 |
|  | Notes | £m | £m |
| Revenue | 3 | 95.4 | 91.2 |
| Cost of sales | 4 | (33.3) | (32.2) |
|  |  | 62.1 | 59.0 |
| Administration expenses | 5 | (42.3) | (38.3) |
| Expected credit losses |  | (0.1) | (0.8) |
| Development management losses |  | – | (0.1) |
| Operating profit before deficit from investment property,  revaluation movements and results of joint ventures |  | 19.7 | 19.8 |
| Deficit from investment property | 10 | (267.3) | (145.0) |
| (Deficit)/surplus on revaluation of other investments | 13 | (0.2) | 0.1 |
| Share of results of joint ventures | 11 | (46.7) | (33.4) |
| Operating loss |  | (294.5) | (158.5) |
| Finance income | 6 | 6.1 | 6.0 |
| Finance costs | 7 | (17.7) | (11.5) |
| Fair value loss on derivatives | 17 | (1.7) | – |
| Loss before tax |  | (307.8) | (164.0) |
| Tax | 8 | – | 0.1 |
| Loss for the year |  | (307.8) | (163.9) |
| Basic loss per share | 9 | (121.7p) | (64.8p) |
| Diluted loss per share | 9 | (121.7p) | (64.8p) |
| Basic EPRA earnings per share | 9 | 7.1p | 9.5p |
| Diluted EPRA earnings per share | 9 | 7.1p | 9.5p |

All results are derived from continuing operations in the UK and are attributable to ordinary equity holders.

Group statement of comprehensive income

For the year ended 31 March 2024

|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2024 | 2023 |
|  | Notes | £m | £m |
| Loss for the year |  | (307.8) | (163.9) |
| Items that will not be reclassified subsequently to profit and loss |  |  |  |
| Actuarial gain on defined benefit scheme | 26 | 0.1 | 0.3 |
| Deferred tax on actuarial gain on defined benefit scheme | 8 | – | (0.1) |
| Total comprehensive expense for the year |  | (307.7) | (163.7) |

Group income statement

For the year ended 31 March 2024

148 Great Portland Estates plc Annual Report 2024

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|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2024 | 2023 |
|  | Notes | £m | £m |
| Non-current assets |  |  |  |
| Investment property | 10 | 1,911.0 | 1,922.2 |
| Investment in joint ventures | 11 | 491.3 | 538.8 |
| Property, plant and equipment | 12 | 2.0 | 3.5 |
| Pension asset | 26 | 4.9 | 4.1 |
| Derivative financial instruments | 17 | 0.4 | – |
| Other investments | 13 | 2.4 | 1.8 |
|  |  | 2,412.0 | 2,470.4 |
| Current assets |  |  |  |
| Trade and other receivables | 14 | 24.9 | 15.8 |
| Cash and cash equivalents | 22 | 22.9 | 19.4 |
|  |  | 47.8 | 35.2 |
| Current assets held for sale |  |  |  |
| Investment property held for sale | 10 | 18.2 | – |
|  |  | 18.2 | – |
| Total assets |  | 2,478.0 | 2,505.6 |
| Current liabilities |  |  |  |
| Interest-bearing loans and borrowings | 16 | (175.0) | – |
| Trade and other payables | 15 | (76.2) | (56.8) |
| Corporation tax | 8 | (0.3) | – |
|  |  | (251.5) | (56.8) |
| Non-current liabilities |  |  |  |
| Interest-bearing loans and borrowings | 16 | (565.4) | (458.5) |
| Head lease obligations | 18 | (74.1) | (66.7) |
| Occupational lease obligations | 19 | (1.0) | (2.0) |
| Provisions in respect of warranties on sold buildings |  | (3.0) | (3.0) |
|  |  | (643.5) | (530.2) |
| Total liabilities |  | (895.0) | (587.0) |
| Net assets |  | 1,583.0 | 1,918.6 |
| Equity |  |  |  |
| Share capital | 20 | 38.7 | 38.7 |
| Share premium account |  | 46.0 | 46.0 |
| Capital redemption reserve |  | 326.7 | 326.7 |
| Retained earnings |  | 1,166.0 | 1,504.4 |
| Investment in own shares | 21 | 5.6 | 2.8 |
| Total equity |  | 1,583.0 | 1,918.6 |
| Basic net assets per share (diluted) | 9 | 624p | 757p |
| EPRA NTA (diluted) | 9 | 624p | 757p |

Approved by the Board on 22 May 2024 and signed on its behalf by:

Toby Courtauld    Nick Sanderson

Chief Executive    Chief Financial & Operating Officer

Group balance sheet

At 31 March 2024

Financial statements

149Annual Report 2024 Great Portland Estates plc

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|  |  |  |  |
| --- | --- | --- | --- |
|  |  | 2024 | 2023 |
|  | Notes | £m | £m |
| Operating activities |  |  |  |
| Operating loss |  | (294.5) | (158.5) |
| Adjustments for non-cash items | 23 | 313.4 | 175.1 |
| (Increase)/decrease in receivables |  | (8.6) | 5.3 |
| Increase/(decrease) in payables |  | 4.1 | (6.1) |
| Cash generated from operations |  | 14.4 | 15.8 |
| Interest paid |  | (22.3) | (17.6) |
| Interest received |  | 0.3 | 0.1 |
| Cash flows used in operating activities |  | (7.6) | (1.7) |
| Investing activities |  |  |  |
| Distributions from joint ventures |  | – | 7.5 |
| Repayment of loans by joint ventures |  | 6.7 | 9.0 |
| Investment in joint ventures |  | (0.1) | – |
| Purchase of other investments |  | (0.8) | (0.7) |
| Development of investment property |  | (121.7) | (80.5) |
| Purchase of investment property |  | (128.3) | (39.9) |
| Purchase of plant and equipment |  | (0.1) | (0.2) |
| Sale of properties |  | 12.6 | 217.4 |
| Cash flows (used in)/generated from investing activities |  | (231.7) | 112.6 |
| Financing activities |  |  |  |
| Revolving credit facility repaid | 16 | (275.4) | (387.0) |
| Revolving credit facility drawn | 16 | 308.4 | 314.0 |
| Term loan drawn | 16 | 248.0 | – |
| Purchase of derivative | 17 | (2.1) | – |
| Payment of lease obligations |  | (3.4) | (3.3) |
| Dividends paid | 24 | (32.7) | (31.9) |
| Cash flows generated from/(used in) financing activities |  | 242.8 | (108.2) |
| Net increase in cash and cash equivalents |  | 3.5 | 2.7 |
| Cash and cash equivalents at 1 April |  | 19.4 | 16.7 |
| Cash and cash equivalents at 31 March | 22 | 22.9 | 19.4 |

Group statement of cash flows

For the year ended 31 March 2024

150 Great Portland Estates plc Annual Report 2024

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Group statement of changes in equity

For the year ended 31 March 2024

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  | Share | Capital |  | Investment |  |
|  |  | Share | premium | redemption | Retained | in own | Total |
|  |  | capital | account | reserve | earnings | shares | equity |
|  | Notes | £m | £m | £m | £m | £m | £m |
| Total equity at 1 April 2023 |  | 38.7 | 46.0 | 326.7 | 1,504.4 | 2.8 | 1,918.6 |
| Loss for the year |  | – | – | – | (307.8) | – | (307.8) |
| Actuarial gain on defined benefit scheme | 26 | – | – | – | 0.1 | – | 0.1 |
| Deferred tax on defined benefit scheme |  | – | – | – | – | – | – |
| Total comprehensive expense for the year |  | – | – | – | (307.7) | – | (307.7) |
| Employee incentive plan charges | 21 | – | – | – | – | 4.0 | 4.0 |
| Dividends to shareholders | 24 | – | – | – | (31.9) | – | (31.9) |
| Transfer to retained earnings | 21 | – | – | – | 1.2 | (1.2) | – |
| Total equity at 31 March 2024 |  | 38.7 | 46.0 | 326.7 | 1,166.0 | 5.6 | 1,583.0 |
|  |  |  | Share | Capital |  | Investment |  |
|  |  | Share | premium | redemption | Retained | in own | Total |
|  |  | capital | account | reserve | earnings | shares | equity |
|  | Notes | £m | £m | £m | £m | £m | £m |
| Total equity at 1 April 2022 |  | 38.7 | 46.0 | 326.7 | 1,697.9 | 3.6 | 2,112.9 |
| Loss for the year |  | – | – | – | (163.9) | – | (163.9) |
| Actuarial gain on defined benefit scheme | 26 | – | – | – | 0.3 | – | 0.3 |
| Deferred tax on defined benefit scheme |  | – | – | – | (0.1) | – | (0.1) |
| Total comprehensive expense for the year |  | – | – | – | (163.7) | – | (163.7) |
| Employee Long-Term Incentive Plan charge | 21 | – | – | – | – | 1.3 | 1.3 |
| Dividends to shareholders | 24 | – | – | – | (31.9) | – | (31.9) |
| Transfer to retained earnings | 21 | – | – | – | 2.1 | (2.1) | – |
| Total equity at 31 March 2023 |  | 38.7 | 46.0 | 326.7 | 1,504.4 | 2.8 | 1,918.6 |

Group statement of changes in equity

For the year ended 31 March 2023

Financial statements

151Annual Report 2024 Great Portland Estates plc

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Notes forming part of the Group financial statements

1 Material accounting policies

Basis of preparation

Great Portland Estates plc is a public company limited by

shares incorporated and domiciled in the United Kingdom

(England and Wales) . The address of the registered office

is given on page 202. The financial statements have been

prepared in accordance with United Kingdom adopted

international accounting standards and the requirements

of the Companies Act 2006 as applicable to companies

reporting under those standards .

The financial statements have been prepared on the historical

cost basis, except for the revaluation of properties and

certain financial instruments which are held at fair value.

The consolidated financial statements, including the results

and financial position, are expressed in sterling (£), which is

the presentation currency of the Group.

The Directors have considered the appropriateness of

adopting the going concern basis in preparing the financial

statements for the year ended 31 March 2024, with particular

focus on the impact of the macro-economic conditions in

which the Group is operating. The Directors also considered

the Group’s net current liability position as at 31 March 2024,

which is primarily driven by the maturity in May 2024 of a

£175 million private placement note (see note 16). The Directors’

assessment is based on the next 12 months of the Group’s

financial forecasts from the date of approval of the annual

report, including a going concern scenario which included

the following key assumptions:

– a 14% decline in the valuation of the property portfolio; and

– a 35% decline in earnings before interest and tax.

The going concern scenario did not include the proceeds

of the intended rights issue and demonstrates that the

Group over the next 12 months:

– has sufficient liquidity to fund its ongoing operations;

– is operating with significant headroom above its Group

debt financing covenants;

– property values would have to fall by 18% before breach

(or 34% from 31 March 2024 values);

– earnings before interest and tax would need to fall by 42%

before breach (or 63% from 31 March 2024 levels); and

– has sufficient liquidity to continue its operations on repayment

of the Group’s £175 million private placement notes, that

mature in May 2024, as were repaid on 22 May 2024.

The Directors also conducted extensive stress testing, sensitising

the potential impact of climate change as detailed further

in the viability statement as well as the impact of removing

non-committed disposal proceeds and capital expenditure.

Based on these considerations, together with available market

information and the Directors’ knowledge and experience of

the Group’s property portfolio and markets, the Directors have

adopted the going concern basis in preparing the accounts

for the year ended 31 March 2024. The Group has adopted

a number of alternative performance measures, see note 9

for further detail.

Critical accounting judgements and key sources

of estimation uncertainty

In the process of preparing the financial statements, the

Directors are required to make certain judgements, assumptions

and estimates. Not all of the Group’s accounting policies

require the Directors to make difficult, subjective or complex

judgements or estimates. Any estimates and judgements made

are continually evaluated and are based on historical experience

and other factors, including expectations of future events

that are believed to be reasonable under the circumstances.

Although these estimates are based on the Directors’ best

knowledge of the amount, event or actions, actual results

may differ from those estimates.

No critical judgements have been made.

The following is intended to provide an understanding of

the estimates that management consider critical because

of the level of complexity, judgement or estimation involved

in their application and their material impact on the

financial statements.

Key source of estimation uncertainty:

investment property portfolio valuation

The valuation to determine the fair value of the Group’s

investment properties is prepared by its external valuer.

The valuation is based upon a number of assumptions and

estimations, including future rental income, anticipated

capital expenditure, including future development costs and

an appropriate discount rate. The valuer also makes reference

to market evidence of transaction prices for similar properties.

Information about the valuation techniques, significant

assumptions and associated key unobservable inputs

sensitivity disclosures are disclosed in note 10. An adjustment

to any of these assumptions could lead to a material change

in the property valuation. For the current year and prior year,

the Directors adopted the valuation without adjustment

– further information is provided in the accounting policy

for investment property and note 10.

New accounting standards

In the current year, the Group has applied a number of

amendments to IFRSs that are mandatorily effective for an

accounting period that begins on or after 1 January 2024.

Their adoption has not had any material impact on the

disclosures or on the amounts reported in these financial

statements. These new standards and amendments are

listed below:

– IFRS 17 – Insurance contracts;

– Disclosure of accounting policies amendments to IAS 1

and IFRS Practice Statement 2;

– Amendments to IAS 8 – Accounting policies – definition

of accounting estimates;

– Amendments to IAS 12 – Income taxes – deferred tax

relating to assets and liabilities arising from a single

transaction; and

– OECD Pillar Two Rules (out of scope).

At the date of authorisation of these financial statements,

the Group has not applied the following new and revised

IFRSs that have been issued but are not yet effective:

152 Great Portland Estates plc Annual Report 2024

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1 Material accounting policies continued

– Amendments to IAS 1 – Presentation of financial

statements – classification of liabilities as current or

non-current and non-current liabilities with covenants;

– Amendments to IFRS 16 – Leases – lease liability in a sale

and leaseback;

– IFRS 18 – Presentation and Disclosure in Financial Statements;

– Amendments to IAS 7 and IFRS 7 – supplier finance

arrangements; and

– Amendments to IFRS 10 and IAS 28 – sale or contribution

of assets between an investor and its associate or

joint venture.

The Directors do not expect that the adoption of the standards

listed above will have a material impact on the financial

statements of the Group in future periods, with the exception of

IFRS 18, where the Directors are assessing its potential impact.

Basis of consolidation

The Group’s financial statements consolidate the financial

statements of the Company and all its subsidiary undertakings

for the year ended 31 March 2024. Subsidiary undertakings

are those entities controlled by the Group. Control exists

when the Company is exposed, or has rights, to variable

returns from its involvement with the entity and has the ability

to affect those returns through its power over the investee.

Revenue

Gross rental income comprises rental income and premiums

on lease surrenders on investment properties for the year,

exclusive of service charges receivable, on a straight-line

basis. Initial direct costs incurred in arranging a lease are

added to the carrying value of investment properties and

are subsequently recognised as an expense over the lease

term on the same basis as the lease income.

Lease incentives, including rent-free periods and payments

to customers, are allocated to the income statement on

a straight-line basis over the lease term or on another

systematic basis, if applicable. The value of resulting accrued

rental income is included within the respective property,

with the aggregate cost of the incentive recognised as

a reduction in rental income on a straight-line basis over

the term of the lease.

Revenue from Fully Managed spaces is split between an

amount attributable to the rent on a fitted basis and services

income as set out in the lease agreement, which is based

on stand-alone selling prices. Where the lease agreement

does not provide an attribution, the Group splits the revenue

based on the ERV of the fitted rent, which represents the

stand-alone selling price. The rent is recognised in gross rental

income (see above) and the services income is recorded

over the period when the services are provided and benefit

the customer.

The Group’s Flex Partnerships represent leases with third-party

operators where the rent payable is calculated by reference

to the profitability of the space under management. The rent

is recognised in gross rental income (see above).

Service charge income is recorded over the period when

the services are provided and benefit the customer.

Cost of sales

Service charge expenses represent the costs of operating

the Group’s portfolio and are expensed as incurred.

Fully Managed service costs represent the costs of operating

the Group’s Fully Managed spaces and are expensed as incurred.

Other property expenses represent irrecoverable running

costs directly attributable to specific properties within

the Group’s portfolio. Costs incurred in the improvement

of the portfolio which, in the opinion of the Directors,

are not of a capital nature are written-off to the income

statement as incurred.

Administration expenses

Costs not directly attributable to individual properties

are treated as administration expenses.

Share-based payments

The cost of granting share-based payments to employees

and Directors is recognised within administration expenses

in the income statement. The Group has used the stochastic

model to fair value LTIP grants, which is dependent upon

factors including the share price, expected volatility and

vesting period. The fair value of the RSP is based on the share

price at grant date. The resulting fair value is amortised

through the income statement over the vesting period.

The charge is recognised over the vesting period and reversed

if it is likely that any non-market-based performance or service

criteria will not be met. Any cost in respect of share-based

payments relating to the employees of a subsidiary company

is recharged accordingly.

Investment property

Both leasehold and freehold investment properties and

investment properties under development are professionally

valued on a fair value basis by qualified external valuers

and the Directors must ensure that they are satisfied that

the valuation of the Group’s properties is appropriate for

inclusion in the accounts without adjustment. The valuation

of the property portfolio reflects its fair value taking into

account the market view of all relevant factors, including

the climate-related risks associated with the properties.

This includes the impact of expected regulatory changes.

The valuations have been prepared in accordance with the

current versions of the RICS Valuation – Global Standards

(incorporating the International Valuation Standards (IVS))

and the UK national supplement (the Red Book) and have

been primarily derived using comparable recent market

transactions on arm’s length terms.

For investment property, this approach involves applying

market-derived capitalisation yields to current and market-

derived future income streams with appropriate adjustments

for income voids arising from vacancies or rent-free periods.

These capitalisation yields and future income streams are

derived from comparable property and leasing transactions

and are considered to be the key inputs in the valuation.

Other factors that are taken into account in the valuations

include the tenure of the property, tenancy details, non-payment

of rent, planning, building and environmental factors that

might affect the property.

Financial statements

153Annual Report 2024 Great Portland Estates plc

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Notes forming part of the Group financial statements continued

1 Material accounting policies continued

An investment property will be classified as held for sale where

it is available for immediate sale in its present condition and

the sale is highly probable.

In the case of investment property under development, the

approach applied is the ‘residual method’ of valuation, which is

the investment method of valuation as described above with a

deduction for the costs necessary to complete the development,

together with an allowance for the remaining risk.

The Group recognises sales and purchases of property when

control passes on completion of the contract. Gains or losses

on the sale of properties are calculated by reference to the

carrying value at the end of the previous year, adjusted

for subsequent capital expenditure.

Lease obligations

Where the Group is a lessee, a right of use asset and lease

liability are recognised at the outset of the lease. The lease

liability is initially measured at the present value of the

lease payments based on the Group’s expectations of the

likelihood of the lease term. The lease liability is subsequently

adjusted to reflect an imputed finance charge, payments

made to the lessor and any lease modifications.

The right of use asset is initially measured at cost, which

comprises the amount of the lease liability and direct costs

incurred, less any lease incentives received by the Group.

The Group has two categories of right of use assets: those

in respect of head leases related to its leasehold properties and

an occupational lease for its head office. The right of use asset

in respect of head leases is classified as investment property

and is added to the carrying value of the leasehold investment

property. The right of use asset in respect of its occupational

leases is classified as property, plant and equipment and is

subsequently depreciated over the length of the lease.

Depreciation

No depreciation is provided in respect of freehold investment

properties and leasehold investment properties. Plant and

equipment is held at cost less accumulated depreciation.

Depreciation is provided on plant and equipment, at rates

calculated to write off the cost, less residual value prevailing

at the balance sheet date of each asset evenly over its

expected useful life, as follows:

Fixtures and fittings – over three to five years.

Leasehold improvements – over the term of the lease.

Joint ventures

Joint ventures are accounted for under the equity method

where, in the Directors’ judgement, the Group has joint

control of the entity. The Group’s level of control in its joint

ventures is driven both by the individual agreements which

set out how control is shared by the partners and how that

control is exercised in practice. The Group balance sheet

contains the Group’s share of the net assets of its joint

ventures. Balances with partners owed to or from the Group

by joint ventures are included within investments. The Group’s

share of joint venture profits and losses are included in the

Group income statement in a single line. All of the Group’s

joint ventures adopt the accounting policies of the Group

for inclusion in the Group financial statements. There have

been no new joint ventures during the year and no changes

to any of the agreements in place.

Income tax

Current tax is the amount payable on the taxable income

for the year and any adjustment in respect of previous years.

Deferred tax is provided in full on temporary differences between

the tax base of an asset or liability and its carrying amount in the

balance sheet. Deferred tax is determined using tax rates that

have been enacted or substantively enacted by the balance

sheet date and are expected to apply when the asset is realised

or the liability is settled. Deferred tax assets are recognised when

it is probable that taxable profits will be available against which

the deferred tax assets can be utilised. No provision is made

for temporary differences arising on the initial recognition of

assets or liabilities that affect neither accounting nor taxable

profit, with the exception of leases. Tax is included in the

income statement except when it relates to items recognised

directly in other comprehensive income or equity, in which

case the related tax is also recognised directly in other

comprehensive income or equity.

Pension benefits

The Group contributes to a defined benefit pension plan which

is funded with assets held separately from those of the Group.

The full value of the net assets or liabilities of the pension fund

is brought onto the balance sheet at each balance sheet date.

Actuarial gains and losses are taken to other comprehensive

income; all other movements are taken to the income statement.

Capitalisation of interest

Interest associated with direct expenditure on investment and

trading properties under development and refurbishment is

capitalised. Direct expenditure includes the purchase cost

of a site if it has been purchased with the specific intention

to redevelop, but does not include the original book cost of

a site where no intention existed. Interest is capitalised from

the start of the development work until the date of practical

completion. The rate used is the Group’s weighted average

cost of borrowings or, if appropriate, the rate on specific

associated borrowings.

Other investments

Other investments comprise investments in Pi Labs European

PropTech venture capital fund, which is measured at fair value,

based on the net assets of the fund; this is a Level 3 valuation

as defined by IFRS 13. Changes in fair value are recognised

in profit or loss.

Financial instruments

i Borrowings The Group’s borrowings in the form of its

debentures, private placement notes and bank loans are

recognised initially at fair value, after taking account of any

discount or premium on issue and attributable transaction

costs. Subsequently, borrowings are held at amortised

cost, with any discounts, premiums and attributable costs

charged to the income statement using the effective

interest rate method.

ii Cash and cash equivalents Cash and cash equivalents

comprise cash in hand, demand deposits and other short-term

highly liquid investments that are readily convertible into a

known amount of cash and are subject to insignificant risk

of changes in value.

154 Great Portland Estates plc Annual Report 2024

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1 Material accounting policies continued

iii Trade receivables and payables Trade receivables

are initially measured at the transaction price, and are

subsequently measured at amortised cost using the effective

interest rate method. See note 14 for further information

on trade receivables and associated expected credit losses.

Trade payables are initially measured at fair value and

subsequently measured at amortised cost.

iv Derivative financial instruments The Group uses derivatives

(principally interest rate caps) in managing interest rate risk,

and does not use them for trading. They are recorded, and

subsequently revalued, at fair value, with revaluation gains

or losses being immediately taken to the income statement.

Derivatives with a maturity of less than 12 months or that expect

to be settled within 12 months of the balance sheet date are

presented as current assets or liabilities. Other derivatives

are presented as non-current assets or liabilities.

2. Segmental analysis

IFRS 8 Operating Segments requires the identification of operating segments based on internal financial reports detailing

components of the Group regularly reviewed by the chief operating decision makers (the Group’s Executive Committee) in order

to allocate resources to the segments and to assess their performance.

In recent years, the Group has evolved the types of office space it provides to its customers. This has included a Fully Managed

offer with additional service provision. As this element of the Group’s business has grown, so has the level of financial information

and oversight. As a result, the Directors have concluded that, based on the level of information provided to the Executive

Committee, for the current year this element of the business is an operating segment as defined by IFRS 8. Furthermore, given the

revenue for the current financial year is in excess of 10% of wider Group revenue, the segment should be separately reported from

the remainder of the Group’s activities. The Executive Committee reviews the performance of its Fully Managed offer based on

gross revenue (including Fully Managed services income) net of cost of sales on a proportionally consolidated basis (including the

Group’s joint ventures at share). The cost of sales information is not available for the prior year due to the information not being

available and the cost to develop it would be excessive. Total assets and liabilities are not monitored by segment.

The remainder of the Group’s components are managed together, with their operating results reviewed on an aggregated basis.

All of the Group’s revenue is generated from investment properties located in a small radius within central London. The properties

are managed as a single portfolio by a portfolio management team whose responsibilities are not segregated by location or

type, but are managed on an asset-by-asset basis. The majority of the Group’s assets are mixed-use, therefore the office, retail

and any residential space is managed together. The Directors have considered the nature of the business, how the business is

managed and how they review performance, and in their judgement, the Group has only two reportable segments.

Segmental analysis for the year ended 31 March 2024

Fully Managed

offices including

joint ventures

£m

Joint

ventures

£m

Group Fully

Managed

offices

£m

Remainder

of portfolio

£m

Total

2024

£m

Total

2023

£m

Revenue 13.6 (1.4) 12.2 83.2 95.4 91.2

Cost of sales (8.6) 0.5 (8.1) (25.2) (33.3) n/a

Net result 5.0 (0.9) 4.1 58.0 62.1 n/a

Revenue for the Group’s Fully Managed offices in the year to 31 March 2023 was £7.8 million (£8.0 million including share of joint ventures).

3 Revenue

2024

£m

2023

£m

Gross rental income 67.2 66.6

Spreading of lease incentives 5.7 5.9

Service charge income 14.4 12.5

Fully Managed services income 6.4 3.7

Trading property revenue – 0.1

Joint venture fee income 1.7 2.4

95.4 91.2

Financial statements

155Annual Report 2024 Great Portland Estates plc

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Notes forming part of the Group financial statements continued

3 Revenue continued

The table below sets out the Group’s gross rental income split between types of space provided:

2024

£m

2023

£m

Ready to Fit 37.9 42.4

Retail 10.5 11.1

Fitted 6.8 3.8

Fully Managed 5.8 4.1

Flex Partnerships 3.8 3.2

Hotel 2.4 2.0

67.2 66.6

The table below sets out the Group’s net rental income, which is an alternative performance measure:

2024

£m

2023

£m

Gross rental income 67.2 66.6

Expected credit loss (0.2) (0.6)

Rental income 67.0 66.0

Spreading of lease incentives 5.7 5.9

Ground rent (0.6) (1.0)

Net rental income 72.1 70.9

4 Cost of sales

2024

£m

2023

£m

Service charge expenses (including Fully Managed service costs – see note 2) 25.8 19.3

Other property expenses 6.9 11.9

Ground rent 0.6 1.0

33.3 32.2

For the year ended 31 March 2024, the Fully Managed service costs comprised £8.1 million of the £25.8 million service charge

expenses (see note 2).

The table below sets out the Group’s property costs, which is an alternative performance measure:

2024

£m

2023

£m

Service charge income (14.4) (12.5)

Fully Managed services income (6.4) (3.7)

Service charge expenses (including Fully Managed service costs) 25.8 19.3

Other property expenses 6.9 11.9

Expected credit (recovery)/loss (0.1) 0.2

Property costs 11.8 15.2

5 Administration expenses

2024

£m

2023

£m

Employee costs 30.9 26.3

Depreciation (see note 12) 1.6 1.7

Other head office costs 9.8 10.3

42.3 38.3

156 Great Portland Estates plc Annual Report 2024

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5 Administration expenses continued

Included within employee costs is an accounting charge for the Employee Long Term Incentive Plan and deferred bonus shares

of £4.0 million (2023: £1.3 million). Employee costs, including those of Directors, comprise the following:

2024

£m

2023

£m

Wages and salaries (including annual bonuses) 24.4 22.4

Share-based payments 4.1 1.5

Social security costs 3.7 3.4

Other pension costs 2.4 2.3

34.6 29.6

Less: recovered through service charges (1.9) (2.0)

Less: capitalised into development projects (1.8) (1.3)

30.9 26.3

Key management compensation

The emoluments and pension benefits of the Directors are set out in detail within the Directors’ remuneration report on

pages 124 to 143. The Directors and the Executive Committee are considered to be key management for the purposes of IAS 24 –

Related Party Transactions with their aggregate compensation set out below:

2024

£m

2023

£m

Wages and salaries (including annual bonuses) 6.8 6.8

Share-based payments 1.9 0.3

Social security costs 1.1 1.0

Other pension costs 0.5 0.5

10.3 8.6

The number of people considered key management totalled 17 (2023: 18). The Group had loans to key management of £2,880

(2023: £17,882) outstanding at 31 March 2024. The Group’s key management, its pension plan and joint ventures are the Group’s

only related parties.

Employee information

The monthly average number of employees of the Group, including Directors, was:

2024

Number

2023

Number

Head office and property management 150 145

Auditor’s remuneration

2024

£000

2023

£000

Audit of the Group and Company’s annual accounts 394 242

Audit of subsidiaries 107 94

501 336

Audit-related assurance services, including the interim review 61 49

Sustainability assurance 68 63

Auditor’s remuneration 630 448

For the year ended 31 March 2024, PricewaterhouseCoopers LLP was appointed as auditor to the Group, succeeding Deloitte LLP.

Financial statements

157Annual Report 2024 Great Portland Estates plc

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Notes forming part of the Group financial statements continued

6 Finance income

2024

£m

2023

£m

Interest income on joint ventures balances 5.8 5.9

Interest on cash deposits 0.3 0.1

6.1 6.0

7 Finance costs

2024

£m

2023

£m

Interest on revolving credit facilities 5.8 5.7

Interest on term loan 8.5 –

Interest on private placement notes 11.0 10.9

Interest on debenture stock 1.2 1.2

Interest on obligations under occupational leases – 0.1

Interest on obligations under head leases 2.4 2.4

Other 0.1 –

Gross finance costs 29.0 20.3

Less: capitalised interest  (11.3) (8.8)

17.7 11.5

The Group capitalised interest on certain developments with specific associated borrowings at 6.8% (2023: nil), with the remainder

at the Group’s weighted average cost of non-specific borrowings of 3.5% (2023: 3.0%)

8 Tax

2024

£m

2023

£m

Current tax

UK corporation tax – current period – –

UK corporation tax – prior periods – –

Total current tax – –

Deferred tax – (0.1)

Tax credit for the year – (0.1)

The effective rate of tax is lower (2023: lower) than the standard rate of tax. The difference arises from the items set out below:

2024

£m

2023

£m

Loss before tax (307.8) (164.0)

Tax credit on loss at standard rate of 25% (2023: 19%) (77.0) (31.2)

REIT tax exempt rental profits and gains (7.4) (7.1)

Changes in fair value of properties not subject to tax 80.5 35.1

Difference between accounting profit and tax profit on disposal – 2.0

Other 3.9 1.1

Tax credit for the year – (0.1)

During the year, £nil million (2023: £0.1 million) of deferred tax was debited directly to equity. The Group recognised a net

deferred tax asset at 31 March 2024 of £nil (2023: £nil). This consists of deferred tax assets of £1.6 million (2023: £1.2 million)

and deferred tax liabilities of £1.6 million (2023: £1.2 million).

158 Great Portland Estates plc Annual Report 2024

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8 Tax continued

Deferred tax is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date.

The standard rate of tax increased on 1 April 2023 from 19% to 25%.

Movement in deferred tax

At 1 April

2023

£m

Recognised

in the income

statement

£m

Recognised

in equity

£m

At 31 March

2024

£m

Net deferred tax asset/(liability) in respect of other temporary differences – – – –

The Group has not recognised further deferred tax assets in respect of gross temporary differences arising from the following

items, because it is uncertain whether future taxable profits will arise against which these assets can be utilised:

2024

£m

2023

£m

Revenue losses 24.6 15.7

Share-based payments 8.4 10.5

Other 1.3 1.4

34.3 27.6

As a REIT, the majority of rental profits and chargeable gains from the Group’s property rental business are exempt from UK

corporation tax. The Group is otherwise subject to corporation tax. In particular, the Group’s REIT exemption does not extend

to either profits arising from the sale of trading properties or gains arising from the sale of investment properties in respect

of which a major redevelopment has completed within the preceding three years (including the sale of 50 Finsbury Square, EC2,

which completed in February 2023).

In order to ensure that the Group is able to both retain its status as a REIT and avoid financial charges being imposed, a number

of tests (including a minimum distribution test) must be met by both Great Portland Estates plc and by the Group as a whole on

an ongoing basis. These conditions are detailed in the Corporation Tax Act 2010.

9 Alternative performance measures and EPRA metrics

As is usual practice in our sector, we use alternative performance measures (APMs) to help explain the performance of the business.

These include quoting a number of measures on a proportionally consolidated basis to include joint ventures, as it best describes

how we manage the portfolio, and using measures prescribed by the European Public Real Estate Association (EPRA). The measures

defined by EPRA are designed to enhance transparency and comparability across the European real estate sector in accordance

with its Best Practice Recommendations. The Directors consider these EPRA metrics, and the other metrics provided, to be

the most appropriate method of reporting the value and performance of the business. A summary of our EPRA measures is

on page 33. EPRA capital expenditure and EPRA NIY are included in note 10 and EPRA vacancy is set out on page 197.

Earnings per share

Weighted average number of ordinary shares

2024

Number of

shares

2023

Number of

shares

Issued ordinary share capital at 1 April 253,867,911 253,867,911

Investment in own shares (887,159) (941,432)

Weighted average number of ordinary shares at 31 March – basic 252,980,752 252,926,479

Basic and diluted earnings per share

Loss

after tax

2024

£m

Number

of shares

2024

million

Loss

per share

2024

pence

Loss

after tax

2023

£m

Number

of shares

2023

million

Loss

per share

2023

pence

Basic (307.8) 253.0 (121.7) (163.9) 252.9 (64.8)

Dilutive effect of LTIP shares – – – – – –

Diluted (307.8) 253.0 (121.7) (163.9) 252.9 (64.8)

Financial statements

159Annual Report 2024 Great Portland Estates plc

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Notes forming part of the Group financial statements continued

9 Alternative performance measures and EPRA metrics continued

Basic and diluted EPRA earnings per share

(Loss)/

Earnings

after tax

2024

£m

Number

of shares

2024

million

(Loss)/

Earnings

per share

2024

pence

(Loss)/

Earnings

after tax

2023

£m

Number

of shares

2023

million

(Loss)/

Earnings

per share

2023

pence

Basic (307.8) 253.0 (121.7) (163.9) 252.9 (64.8)

Deficit from investment property net of tax (note 10) 267.3 – 105.7 145.0 – 57.3

Deficit from joint venture investment property (note 11) 56.5 – 22.3 43.2 – 17.1

Trading property revenue – – – (0.1) – –

Deficit on revaluation of derivatives 1.7 – 0.7 – – –

Deficit/(surplus) on revaluation of other investments (note 13) 0.2 – 0.1 (0.1) – –

Deferred tax in respect of adjustments (note 8) – – – (0.1) – (0.1)

Basic EPRA earnings 17.9 253.0 7.1 24.0 252.9 9.5

Dilutive effect of LTIP shares (note 21) – 0.2 – – 0.2 –

Diluted EPRA earnings 17.9 253.2 7.1 24.0 253.1 9.5

Net assets per share

The Group has adopted EPRA’s Best Practice Recommendations for Net Asset Value (NAV) metrics. The recommendations include

three NAV metrics: EPRA Net Tangible Assets (NTA), Net Reinvestment Value (NRV) and Net Disposal Value (NDV). We consider

EPRA NTA to be the most relevant measure for the Group and the primary measure of IFRS net asset value, definitions are

included in the glossary.

Number of ordinary shares

2024

Number of

shares

2023

Number of

shares

Issued ordinary share capital 253,867,911 253,867,911

Investment in own shares (887,159) (887,159)

Number of shares – basic 252,980,752 252,980,752

Dilutive effect of LTIP shares 563,956 326,340

Number of shares – diluted 253,544,708 253,307,092

EPRA net assets per share at 31 March 2024

IFRS

£m

EPRA

NTA

£m

EPRA

NDV

£m

EPRA

NRV

£m

IFRS basic and diluted net assets 1,583.0 1,583.0 1,583.0 1,583.0

Fair value of derivative financial instruments – (0.4) – (0.4)

Fair value of financial liabilities (note 17) – – 50.7 –

Real estate transfer tax – – – 170.1

Net assets used in per share calculations 1,583.0 1,582.6 1,633.7  1,752.7

IFRS

EPRA

NTA

EPRA

NDV

EPRA

NRV

Net assets per share (pence) 626 626 646 693

Diluted net assets per share (pence) 624 624 644 691

160 Great Portland Estates plc Annual Report 2024

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9 Alternative performance measures and EPRA metrics continued

EPRA net assets per share at 31 March 2023

IFRS

£m

EPRA

NTA

£m

EPRA

NDV

£m

EPRA

NRV

£m

IFRS basic and diluted net assets 1,918.6 1,918.6 1,918.6 1,918.6

Fair value of financial liabilities (note 17) – – 83.4 –

Real estate transfer tax – – – 173.6

Net assets used in per share calculations 1,918.6 1,918.6 2,002.0 2,092.2

IFRS

EPRA

NTA

EPRA

NDV

EPRA

NRV

Net assets per share (pence) 758 758 791 827

Diluted net assets per share (pence) 757 757 790 826

Total Accounting Return (TAR)

2024

Pence per

share

2023

Pence per

share

Opening EPRA NTA (A) 757.0 835.0

Closing EPRA NTA  624.0 757.0

Decrease in EPRA NTA (133.0) (78.0)

Ordinary dividends paid in the year 12.6 12.6

Total return (B) (120.4) (65.4)

Total Accounting Return (B/A) (15.9%) (7.8%)

EPRA loan-to-property value and net debt

We consider loan-to-property value, including our share of joint ventures, to be the best measure of the Group’s risk

from financial leverage. We also present net gearing as it is a key covenant on our loan facilities (see note 16).

2024

£m

2023

£m

£21.9 million 5

5

⁄

8

% debenture stock 2029 21.9 21.9

£450.0 million revolving credit facility 47.0 14.0

£250.0 million term loan 250.0 –

Private placement notes 425.0 425.0

Less: cash and cash equivalents (22.9) (19.4)

Group net debt 721.0 441.5

Net payables (including customer rent deposits) 54.6 44.0

Group net debt including net payables 775.6 485.5

Joint venture net payables (at share) 10.5 3.4

Less: joint venture cash and cash equivalents (at share) (25.7) (17.7)

Net debt including joint ventures (A) 760.4 471.2

Group properties at market value  1,855.1 1,855.5

Joint venture properties at market value (at share) 476.1 524.5

Property portfolio at market value including joint ventures (B) 2,331.2 2,380.0

EPRA loan-to-property value (A/B) 32.6% 19.8%

Group cash and cash equivalents includes customer rent deposits (as restated) held in separate designated bank accounts

of £17.0 million (2023: £16.2 million), the use of the deposits is subject to restrictions as set out in the customer’s lease agreement

and therefore not available for general use by the Group.

Financial statements

161Annual Report 2024 Great Portland Estates plc

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Notes forming part of the Group financial statements continued

9 Alternative performance measures and EPRA metrics continued

EPRA cost ratio (including share of joint ventures)

2024

£m

2023

£m

Administration expenses 42.3 38.3

Net property costs (excluding Fully Managed services income and costs

1

) 10.1 15.2

Joint venture management fee income (note 3) (1.7) (2.4)

Joint venture property and administration costs (note 11) 3.6 2.2

EPRA costs (including direct vacancy costs) (A) 54.3 53.3

Direct vacancy costs (5.1) (7.8)

Joint venture direct vacancy cost (2.2) (0.3)

EPRA costs (excluding direct vacancy costs) (B) 47.0 45.2

Net rental income (note 3) 72.1 70.9

Joint venture net rental income (note 11) 19.4 18.2

Gross rental income (C) 91.5 89.1

Portfolio at fair value including joint ventures (D) 2,331.2 2,380.0

Cost ratio (including direct vacancy costs) (A/C) 59.3% 59.8%

Cost ratio (excluding direct vacancy costs) (B/C) 51.4% 50.7%

Cost ratio (by portfolio value) (A/D) 2.3% 2.2%

1. For 2024 only, the information is not available for the prior year see note 2.

Net gearing

2024

£m

2023

£m

Nominal value of interest-bearing loans and borrowings (see note 16) 743.9 460.9

Obligations under occupational leases 1.0 2.0

Less: cash and cash equivalents (unrestricted) (see note 22) (5.9) (3.2)

Adjusted net debt (A) 739.0 459.7

Net assets 1,583.0 1,918.6

Pension scheme asset (4.9) (4.1)

Adjusted net equity (B) 1,578.1 1,914.5

Net gearing (A/B) 46.8% 24.0%

Cash earnings per share

Profit

after tax

2024

£m

Number

of shares

2024

million

Earnings

per share

2024

pence

Profit

after tax

2023

£m

Number

of shares

2023

million

Earnings

per share

2023

pence

Diluted EPRA earnings 17.9 253.2 7.1 24.0 253.1 9.5

Capitalised interest (11.3) – (4.5) (8.8) – (3.5)

Spreading of lease incentives (5.7) – (2.3) (5.9) – (2.3)

Spreading of lease incentives in joint ventures (1.4) – (0.5) (7.0) – (2.8)

Employee incentive plan charges 4.0 – 1.6 1.3 – 0.5

Cash earnings per share 3.5 253.2 1.4 3.6 253.1 1.4

162 Great Portland Estates plc Annual Report 2024

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10 Investment property

Investment property

Freehold

£m

Leasehold

£m

Total

£m

Book value at 1 April 2022 929.6 1,047.2 1,976.8

Costs capitalised 17.6 11.2 28.8

Movement in lease incentives 4.8 1.1 5.9

Acquisitions 7.5 36.1 43.6

Disposals (27.3) – (27.3)

Transfer to investment property under development – (101.2) (101.2)

Net valuation deficit on investment property (48.7) (69.4) (118.1)

Book value at 31 March 2023 883.5 925.0 1,808.5

Costs capitalised 28.0 57.3 85.3

Movement in lease incentives 7.8 (0.4) 7.4

Interest capitalised 2.2 2.6 4.8

Acquisitions 128.3 – 128.3

Disposals (5.8) (8.4) (14.2)

Transfer to investment property under development (50.1) (59.6) (109.7)

Transfer to investment property held for sale – (18.2) (18.2)

Net valuation deficit on investment property (108.8) (106.0) (214.8)

Book value at 31 March 2024 (A) 885.1 792.3 1,677.4

Investment property under development

Freehold

£m

Leasehold

£m

Total

£m

Book value at 1 April 2022 167.6 – 167.6

Costs capitalised 21.1 32.0 53.1

Disposals (193.4) – (193.4)

Interest capitalised 4.7 4.1 8.8

Transfer from investment property – 101.2 101.2

Net valuation deficit on investment property under development – (23.6) (23.6)

Book value at 31 March 2023 – 113.7 113.7

Costs capitalised – 54.6 54.6

Interest capitalised – 6.5 6.5

Transfer from investment property 50.1 59.6 109.7

Net valuation deficit on investment property under development – (50.9) (50.9)

Book value at 31 March 2024 (B) 50.1 183.5 233.6

Book value of investment property & investment property under development (A+B) 935.2 975.8 1,911.0

Investment property held for sale

Freehold

£m

Leasehold

£m

Total

£m

Book value at 1 April 2022 and 31 March 2023 – – –

Transfer from investment property – held for sale – 18.2 18.2

Book value of investment property held for sale at 31 March 2024 (C) – 18.2 18.2

Book value of total investment property at 31 March 2024 (A+B+C) 935.2 994.0 1,929.2

The book value of investment property includes £74.1 million (2023: £66.7 million) in respect of the present value of future

ground rents. The market value of the portfolio (excluding these amounts) is £1,855.1 million. The total portfolio value

including joint venture properties of £476.1 million (see note 11) was £2,331.2 million. At 31 March 2024, property with a

carrying value of £107.0 million (2023: £111.0 million) was secured under the first mortgage debenture stock (see note 16).

At the balance sheet date, one property had exchanged for sale and accordingly was classified as held for sale. The sale

is anticipated to complete in January 2025.

Financial statements

163Annual Report 2024 Great Portland Estates plc

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Notes forming part of the Group financial statements continued

10 Investment property continued

Surplus from investment property

2024

£m

2023

£m

Net valuation deficit on investment property (265.7) (141.7)

Loss on sale of investment properties (1.6) (3.3)

(267.3) (145.0)

The Group’s investment properties, including those held in joint ventures (note 11), were valued on the basis of fair value by

CBRE Limited (CBRE), external valuers, as at 31 March 2024. The valuations have been prepared in accordance with the current

versions of the RICS Valuation – Global Standards (incorporating the International Valuation Standards (IVS)) and the UK

national supplement (the Red Book) and have been primarily derived using comparable recent market transactions on arm’s

length terms.

The total fees, including the fixed fee for this assignment, earned by CBRE (or other companies forming part of the same group of

companies within the UK) from the Group are less than 5.0% of its total UK revenues. CBRE has carried out valuation instructions,

agency and professional services on behalf of the Group for in excess of 20 years.

Real estate valuations are complex and derived using comparable market transactions which are not publicly available

and involve an element of judgement. Therefore, we have classified the valuation of the property portfolio as Level 3 as defined

by IFRS 13; this is in line with EPRA guidance. There were no transfers between levels during the year. Inputs to the valuation,

including capitalisation yields (typically the true equivalent yield) and rental values, are defined as ‘unobservable’ as defined

by IFRS 13.

Everything else being equal, there is a positive relationship between rental values and the property valuation, such that an

increase in rental values will increase the valuation of a property and a decrease in rental values will reduce the valuation of the

property. Any percentage movement in rental values will translate into approximately the same percentage movement in the

property valuation. However, due to the long-term nature of leases, where the passing rent is fixed and often subject to upwards

only rent reviews, the impact will not be immediate and will be recognised over a number of years. The relationship between

capitalisation yields and the property valuation is negative and more immediate; therefore, an increase in capitalisation yields

will reduce the valuation of a property and a reduction will increase its valuation. There is a negative relationship between

development costs and the property valuation, such that an increase in estimated development costs will decrease the valuation

of a property under development and a decrease in estimated development costs will increase the valuation of a property

under development.

An increase of 10% on the capital expenditure on the Group’s three HQ development schemes and four Flex conversion schemes,

which the Directors believe is a reasonable variance to budgeted cost based on industry experience, would reduce the valuation

by £49.8 million, with a decrease of 10% increasing the valuation by £49.8 million.

A decrease in the capitalisation yield by 50 basis points would result in an increase in the fair value of the Group’s investment

property by £203.2 million (£241.4 million including a share of joint ventures), whilst a 50 basis point increase would reduce the

fair value by £166.7 million (£200.0 million including a share of joint ventures). A movement of 56 basis points was shown across

the portfolio over the last 12 months and a 50 basis point movement is therefore considered to be a reasonably possible change.

Given there is only a marginal difference in the overall yields for office and retail and the movement in year, we feel this sensitivity

to be appropriate. There are interrelationships between these inputs as they are determined by market conditions, and the

valuation movement in any one period depends on the balance between them. If these inputs move in opposite directions

(i.e. rental values increase and yields decrease), valuation movements can be amplified, whereas if they move in the same

direction, they may offset, reducing the overall net valuation movement.

The valuation of the property portfolio reflects its fair value taking into account the climate related risks associated with

the properties. This includes the impact of expected regulatory changes, and we estimate that the investment required to

upgrade our existing buildings to the new minimum EPC B rating by 2030 is less than £10 million (including share of joint ventures)

over and above specific refurbishment and development assumptions included in the valuation.

During the year, the Group capitalised £1.8 million (2023: £1.3 million) of employee costs in respect of its development team

into investment properties under development. At 31 March 2024, the Group had capital commitments of £502.3 million

(2023: £311.6 million). For further detail, see Our development activities on pages 23 to 25.

In April 2024, the Group exchanged contracts to buy The Courtyard, WC1 for £10.4 million of cash and through a property

exchange of 95/96 New Bond Street for £18.2 million. At the reporting date, the acquisition has not yet completed.

164 Great Portland Estates plc Annual Report 2024

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10 Investment property continued

Key inputs to the valuation (by building and location) at 31 March 2024

ERV True equivalent yield

Average

£ per sq ft

Range

£ per sq ft

Average

%

Range

%

North of Oxford Street Office 102 74 – 174 5.3 4.8 – 7.3

Retail 67 34 – 110 5.3 4.5 – 10.0

Rest of West End Office 143 70 – 249 5.8 5.0 – 7.3

Retail 115 15 – 295 5.0 3.2 – 6.8

City, Midtown and Southwark Office 83 47 – 173 5.7 5.4 – 7.3

Retail 36 28 – 363 5.9 5.5 – 6.7

Key inputs to the valuation (by building and location) at 31 March 2023

ERV True equivalent yield

Average

£ per sq ft

Range

£ per sq ft

Average

%

Range

%

North of Oxford Street Office 88 54 – 131 4.8 4.3 – 6.8

Retail 63 33 – 107 4.5 4.2 – 7.5

Rest of West End Office 101 57 – 163 5.4 3.3 – 7.3

Retail 96 15 – 266 4.7 3.2 – 7.1

City, Midtown and Southwark Office 75 47 – 167 5.0 4.5 – 6.1

Retail 25 25 – 27 5.5 4.6 – 5.9

EPRA capital expenditure

2024

£m

2023

£m

Group

Acquisitions 128.3 43.6

Developments 54.6 53.1

Interest capitalised 11.3 8.8

Investment properties: incremental lettable space – –

Investment properties: no incremental lettable space 85.3 28.8

Movement in lease incentives 7.4 5.9

Group total 286.9 140.2

Joint ventures (at share)

Developments – –

Interest capitalised – –

Investment properties: incremental lettable space – –

Investment properties: no incremental lettable space 5.7 1.3

Movement in lease incentives 2.4 7.8

Total capital expenditure 295.0 149.3

Conversion from accrual to cash basis (12.0) 7.3

Total capital expenditure on a cash basis 283.0 156.6

Financial statements

165Annual Report 2024 Great Portland Estates plc

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Notes forming part of the Group financial statements continued

10 Investment property continued

EPRA net initial yield (NIY) and topped-up NIY

2024

£m

2023

£m

Properties at fair value including joint ventures 2,331.2 2,380.0

Less: properties under development including joint ventures (201.5) (89.0)

Less: residential properties (4.7) (12.4)

Like-for-like investment property portfolio, proposed and completed developments 2,125.0 2,278.6

Plus: estimated purchasers’ costs 155.0 166.3

Grossed-up completed property portfolio valuation (B) 2,280.0 2,444.9

Annualised cash passing rental income

1

85.9 76.7

Net service charge expense including joint ventures (5.1) (3.3)

Other irrecoverable property costs including joint ventures (7.9) (12.9)

Annualised net rents (A) 72.9 60.5

Plus: rent-free periods and other lease incentives including joint ventures 3.9 16.8

Topped-up annualised net rents (C) 76.8 77.3

EPRA net initial yield (A/B) 3.2% 2.5%

EPRA topped-up initial yield (C/B) 3.4% 3.2%

1.  Annualised passing rental income as calculated by the Group’s external valuers including joint ventures at share.

See note 9 for further detail on EPRA measures which are Alternative Performance Metrics.

11 Investment in joint ventures

The Group has the following investments in joint ventures:

Equity

£m

Balances

with

partners

£m

2024

Total

£m

2023

Total

£m

At 1 April 324.4 214.4 538.8 582.8

Movement on joint venture balances – (0.9) (0.9) (3.1)

Additions 0.1 – 0.1 –

Share of profit of joint ventures 9.8 – 9.8 9.8

Share of revaluation deficit of joint ventures (56.5) – (56.5) (43.2)

Share of results of joint ventures (46.7) – (46.7) (33.4)

Distributions – – – (7.5)

At 31 March 277.8 213.5 491.3 538.8

All of the Group’s joint ventures operate solely in the United Kingdom and comprise the following:

Country of registration

2024

ownership

2023

ownership

The GHS Limited Partnership Jersey 50% 50%

The Great Ropemaker Partnership United Kingdom 50% 50%

The Great Victoria Partnerships United Kingdom 50% 50%

166 Great Portland Estates plc Annual Report 2024

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11 Investment in joint ventures continued

The Group’s share in the assets and liabilities, revenues and expenses for the joint ventures is set out below:

The GHS

Limited

Partnership

£m

The Great

Ropemaker

Partnership

£m

The Great

Victoria

Partnerships

£m

2024

Total

£m

2024

At share

£m

2023

At share

£m

Balance sheets

Investment property 643.6 245.4 73.5 962.5 481.2 529.6

Current assets 0.5 3.8 1.1 5.4 2.7 3.6

Cash and cash equivalents 13.1 19.6 18.7 51.4 25.7 17.7

Balances from partners (222.0) (131.8) (73.1) (426.9) (213.5) (214.4)

Current liabilities (12.0) (13.2) (1.3) (26.5) (13.2) (7.0)

Obligations under head leases – (10.2) – (10.2) (5.1) (5.1)

Net assets 423.2 113.6 18.9 555.7 277.8 324.4

The GHS

Limited

Partnership

£m

The Great

Ropemaker

Partnership

£m

The Great

Victoria

Partnerships

£m

2024

Total

£m

2024

At share

£m

2023

At share

£m

Income statements

Revenue 24.7 21.5 6.8 53.0 26.5 25.5

Net rental income 20.1 14.6 4.1 38.8 19.4 18.2

Property and administration costs (2.0) (3.2) (2.0) (7.2) (3.6) (2.2)

Net finance costs (9.0) (3.1) 0.1 (12.0) (6.0) (6.2)

Share of profit from joint ventures 9.1 8.3 2.2 19.6 9.8 9.8

Revaluation of investment property (25.8) (77.4) (9.8) (113.0) (56.5) (43.2)

Results of joint ventures (16.7) (69.1) (7.6) (93.4) (46.7) (33.4)

At 31 March 2024 and 31 March 2023, the joint ventures had no external debt facilities.

Transactions during the year between the Group and its joint ventures, which are related parties, are disclosed below:

2024

£m

2023

£m

Movement on joint venture balances during the year 0.9 3.1

Balances receivable at the year end from joint ventures (213.5) (214.4)

Interest on balances with partners (see note 6) 5.8 5.9

Distributions – 7.5

Joint venture fees paid (see note 3) 1.7 2.4

The joint venture balances are repayable on demand and bear interest as follows: the GHS Limited Partnership at 4.0% and the

Great Ropemaker Partnership at 2.0%. In measuring expected credit losses of the balances receivable at the year end from

joint ventures under IFRS 9, the ability of each joint venture to repay the loan at the reporting date if demanded by the Group

is assumed to be through the sale of the investment properties held by the joint venture. Investment properties are held at fair

value at each reporting date as described in note 10. Therefore, the net asset value of the joint venture is considered to be a

reasonable approximation of the available assets that could be realised to recover the loan balance and the requirement to

recognise expected credit losses.

The investment properties include £5.1 million (2023: £5.1 million) in respect of the present value of future ground rents; net of

these amounts, the market value of our share of the total joint venture properties is £476.1 million. The Group earns fee income from

its joint ventures for the provision of management services. All of the above transactions are made on terms equivalent to those

that prevail in arm’s length transactions. See notes 10, 14 and 17 for more information on the valuation of investment properties

and expected credit losses in joint ventures.

At 31 March 2024, the Group had £nil contingent liabilities arising in its joint ventures (2023: £nil). At 31 March 2024, the Group

had capital commitments in respect of its joint ventures of £nil million (2023: £0.4 million).

Financial statements

167Annual Report 2024 Great Portland Estates plc

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Notes forming part of the Group financial statements continued

12 Property, plant and equipment

Right of use

asset for

occupational

leases

£m

Leasehold

improvements

£m

Fixtures and

fittings/

other

£m

Total

£m

Cost

At 1 April 2022 4.9 5.6 1.9 12.4

Costs capitalised – – 0.2 0.2

At 31 March 2023 4.9 5.6 2.1 12.6

Costs capitalised – – 0.1 0.1

At 31 March 2024 4.9 5.6 2.2 12.7

Depreciation

At 1 April 2023 3.3 3.9 1.9 9.1

Charge for the year 0.8 0.6 0.2 1.6

At 31 March 2024 4.1 4.5 2.1 10.7

Carrying amount at 31 March 2023 1.6 1.7 0.2 3.5

Carrying amount at 31 March 2024 0.8 1.1 0.1 2.0

13 Other investments

2024

£m

2023

£m

At 1 April 1.8 1.0

Acquisitions 0.8 0.7

(Deficit)/surplus on revaluation (0.2) 0.1

At 31 March 2.4 1.8

In January 2020, the Group entered into a commitment of up to £5.0 million to invest in the Pi Labs European PropTech venture

capital fund. At 31 March 2024, the Group had made net investments of £2.5 million. Launched in 2014, Pi Labs is Europe’s longest

standing PropTech VC, and this third fund has a primary focus to invest in early stage PropTech start-ups across Europe and the

UK that use technology solutions to enhance any stage of the real estate value chain. The valuation of the fund is based on the

net assets of its investments therefore, given these are not readily traded, we have classified the valuation of the investments

as Level 3 as defined by IFRS 13. Key areas of focus for the fund include sustainability, future of work, future of retail, commercial

real estate technologies, construction technology and smart cities.

14 Trade and other receivables

2024

£m

2023

£m

Trade receivables 6.7 8.3

Expected credit loss allowance (0.3) (1.7)

6.4 6.6

Prepayments 0.2 4.4

Other sales taxes 5.9 –

Other receivables 12.4 4.8

24.9 15.8

168 Great Portland Estates plc Annual Report 2024

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14 Trade and other receivables continued

Trade receivables consist of rent and service charge monies, which are typically due on the quarter day with no credit period.

Interest is charged on trade receivables in accordance with the terms of the customer’s lease. Trade receivables are provided

for based on the expected credit loss, which uses a lifetime expected loss allowance for all trade receivables based on an

assessment of each individual customer’s circumstances. This assessment reviews the outstanding balances of each individual

customer and makes an assessment of the likelihood of recovery, based on an evaluation of their financial situation. Where the

expected credit loss relates to revenue already recognised, this has been recognised immediately in the income statement.

Of the gross trade receivables of £6.7 million, £4.4 million (2023: £5.5 million) was past due, of which £1.2 million (2023: £3.0 million)

was over 30 days.

2024

£m

2023

£m

Movements in expected credit loss allowance

Balance at the beginning of the year (1.7) (6.0)

Expected credit loss allowance during the year  (0.3) (1.0)

Expected credit loss allowance in respect of prior years – 0.8

Amounts written-off as uncollectable 1.7 4.5

(0.3) (1.7)

The expected credit loss for the year represents 5% (2023: 26%) of the net trade receivables balance at the balance sheet date.

15 Trade and other payables

2024

£m

2023

£m

Rents received in advance 16.4 15.1

Accrued capital expenditure 18.1 5.9

Payables in respect of customer rent deposits 17.0 16.2

Other accruals 23.3 15.2

Other taxes – 0.7

Other payables 1.4 3.7

76.2 56.8

The Directors consider that the carrying amount of trade payables approximates their fair value.

Financial statements

169Annual Report 2024 Great Portland Estates plc

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Notes forming part of the Group financial statements continued

16 Interest-bearing loans and borrowings

2024

£m

2023

£m

Current liabilities at amortised cost

Unsecured

£175.0 million 2.15% private placement notes 2024 175.0 –

Non-current liabilities at amortised cost

Secured

£21.9 million 5

5

⁄

8

% debenture stock 2029 22.0 22.0

Unsecured

£450.0 million revolving credit facility 46.1 12.8

£250.0 million term loan 248.3 –

£175.0 million 2.15% private placement notes 2024 – 174.8

£40.0 million 2.70% private placement notes 2028 39.9 39.9

£30.0 million 2.79% private placement notes 2030 29.9 29.9

£30.0 million 2.93% private placement notes 2033 29.9 29.9

£25.0 million 2.75% private placement notes 2032 24.9 24.9

£125.0 million 2.77% private placement notes 2035 124.4 124.3

Non-current interest-bearing loans and borrowings 565.4 458.5

Total interest-bearing loans and borrowings 740.4 458.5

In April 2023, the Group extended the maturity of £50 million of its £450 million unsecured revolving credit facility (RCF) to

January 2027, coterminous with the remainder of the facility. The facility is unsecured, attracts a floating rate based on a headline

margin that was unchanged at 90.0 basis points over SONIA (plus or minus 2.5 basis points subject to a number of ESG-linked

targets in future years).

In September 2023, the Group arranged a new £250 million unsecured term loan at a headline margin of 175 basis points over

SONIA with three existing relationship banks. The loan has an initial three-year term which may be extended to a maximum

of five years at GPE’s request, subject to bank consent. The Group also entered a £200 million interest rate cap (at a cost of

£2.1 million) to protect against any further increases in rates whilst preserving the benefit of any reductions. The loan and

interest rate cap were both effective from 9 October 2023.

In January 2024, the Group arranged a new £200 million loan facility at a headline margin of 75 basis points over SONIA,

with the margin stepping up by 0.25% after six months, a further 0.25% after 12 months and a final step-up of 0.50% at 18 months.

The loan has a one-year term, which may be extended by up to a further year at GPE’s request and was undrawn at

31 March 2024.

The Group’s £175.0 million 2.15% private placement notes 2024 were repaid on 22 May 2024.

At 31 March 2024, the nominal value of the Group’s interest-bearing loans and borrowing was £743.9 million (2023: £460.9 million)

and the Group had £603 million (2023: £436.0 million) of undrawn credit facilities.

170 Great Portland Estates plc Annual Report 2024

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17 Financial instruments

Categories of financial instrument

Carrying

amount

2024

£m

Amounts

recognised in

income

statement

2024

£m

Gain/(loss)

to equity

2024

£m

Carrying

amount

2023

£m

Amounts

recognised in

income

statement

2023

£m

Gain/(loss)

to equity

2023

£m

Other investments 2.4 (0.2) – 1.8 0.1 –

Interest rate cap 0.4 (1.7) – – – –

Assets at fair value 2.8 (1.9) – 1.8 0.1 –

Balances with joint ventures  213.5 5.8 – 214.4 5.9 –

Trade receivables 24.7 (0.1) – 11.4 (0.8) –

Cash and cash equivalents 22.9 0.3 – 19.4 0.1 –

Assets at amortised cost 261.1 6.0 – 245.2 5.2 –

Trade and other payables (1.4) – – (4.4) – –

Payables in respect of customer rent deposits (17.0) – – (16.2) – –

Interest-bearing loans and borrowings (740.4) (15.2) – (458.5) (9.0) –

Obligations under occupational leases (1.0) – – (2.0) (0.1) –

Obligations under finance leases (74.1) (2.4) – (66.7) (2.4) –

Liabilities at amortised cost (833.9) (17.6) – (547.8) (11.5) –

Total financial instruments (570.0) (13.5) – (300.8) (6.2) –

Financial risk management objectives

Capital risk

The Group manages its capital to ensure that entities in the Group will be able to operate on a going concern basis and as such

it aims to maintain an appropriate mix of debt and equity financing. The current capital structure of the Group consists of a mix

of equity and debt. Equity comprises issued share capital, reserves and retained earnings as disclosed in the Group statement

of changes in equity. Debt comprises long-term debenture stock, private placement notes and drawings against committed

revolving credit facilities from banks. The Group aims to maintain a loan-to-property value of between 10–35% (see note 10).

The Group operates solely in the United Kingdom, and its operating profits and net assets are sterling denominated. As a result,

the Group’s policy is to have no unhedged assets or liabilities denominated in foreign currencies.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.

The Group has a policy of reviewing the financial information of prospective customers and only dealing with those that are

creditworthy and obtaining sufficient rental cash deposits or third-party guarantees as a means of mitigating financial loss

from defaults. The concentration of credit risk is limited due to the large and diverse customer base, with no one customer

providing more than 10% of the Group’s rental income. Details of the Group’s receivables, and the associated expected credit loss,

are summarised in notes 11 and 14 of the financial statements. The Directors believe that there is no further expected credit

loss required in excess of that provided. The carrying amount of financial assets recorded in the financial statements, which is

net of impairment losses, represents the Group’s maximum exposure to credit risk. The Group’s cash deposits are placed with

a diversified range of investment grade banks, and strict counterparty limits ensure the Group’s exposure to bank failure

is minimised.

Liquidity risk

The Group operates a framework for the management of its short-, medium- and long-term funding requirements. Cash flow

and funding needs are regularly monitored to ensure sufficient undrawn facilities are in place. The Group’s funding sources

are diversified across a range of bank and bond markets and strict counterparty limits are operated on deposits.

Financial statements

171Annual Report 2024 Great Portland Estates plc

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Notes forming part of the Group financial statements continued

17 Financial instruments continued

The Group meets its day-to-day working capital requirements through the utilisation of its revolving credit facility.

The availability of this facility depends on the Group complying with a number of key financial covenants; these covenants

and the Group’s compliance with them are set out in the table below:

Key covenants Covenant

March 2024

actuals

Group

Net gearing (see note 9) <125% 46.8%

Inner borrowing (unencumbered asset value/unsecured borrowings) >1.66x 2.42x

Interest cover >1.35x 3.65x

The Group has undrawn credit facilities of £603.0 million and has substantial headroom above all of its key covenants. As a result,

the Directors consider the Group to have adequate liquidity to be able to fund the ongoing operations of the business.

The following tables detail the Group’s remaining contractual maturity on its financial instruments and have been drawn up

based on the undiscounted cash flows of financial liabilities, including associated interest payments, based on the earliest

date on which the Group is required to pay, and conditions existing at the balance sheet date:

At 31 March 2024

Carrying

amount

£m

Contractual

cash flows

£m

Less than

one year

£m

One to

two years

£m

Two to

five years

£m

More than

five years

£m

Non-derivative financial liabilities

£21.9 million 5

5

⁄

8

% debenture stock 2029 22.0 27.8 1.2 1.2 25.4 –

£450.0 million revolving credit facility 46.1 58.9 4.2 4.2 50.5 –

£250.0 million term loan 248.3 291.3 17.2 17.2 256.9 –

Private placement notes 424.0 489.6 182.5 7.0 60.0 240.1

Derivative financial instruments

Interest rate cap (0.4) (0.3) (0.2) (0.1) – –

740.0 867.3 204.9 29.5 392.8 240.1

At 31 March 2023

Carrying

amount

£m

Contractual

cash flows

£m

Less than

one year

£m

One to

two years

£m

Two to

five years

£m

More than

five years

£m

Non-derivative financial liabilities

£21.9 million 5

5

⁄

8

% debenture stock 2029 22.0 29.0 1.2 1.2 3.7 22.9

£450.0 million revolving credit facility 12.8 22.0 2.1 2.1 17.8 –

Private placement notes 423.7 500.2 10.8 182.5 20.8 286.1

458.5 551.2 14.1 185.8 42.3 309.0

The maturity of lease obligations is set out in notes 18 and 19.

Interest rate risk

Interest rate risk arises from the Group’s use of interest-bearing financial instruments. It is the risk that future cash flows arising

from a financial instrument will fluctuate due to changes in interest rates. It is the Group’s policy to reduce interest rate risk in

respect of the cash flows arising from its debt finance either through the use of fixed rate debt or through the use of interest

rate derivatives such as swaps, caps and floors. It is the Group’s usual policy to maintain the proportion of floating interest rate

exposure to between 20–40% of forecast total debt. However, this target is flexible, and may not be adhered to at all times

depending on, for example, the Group’s view of future interest rate movements.

Interest rate caps

Interest rate caps protect the Group from rises in short-term interest rates by making a payment to the Group when the

underlying interest rate exceeds a specified rate (the ‘cap rate’) on a notional value. If the underlying rate exceeds the cap rate,

the payment is based upon the difference between the two rates, ensuring the Group only pays the maximum of the cap rate.

At 31 March 2024, the Group’s only interest rate derivative was a £200 million interest rate cap.

172 Great Portland Estates plc Annual Report 2024

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17 Financial instruments continued

Interest rate sensitivity

The sensitivity analysis below has been determined based on the exposure to interest rates for financial instruments at the

balance sheet date, and represents management’s assessment of possible changes in interest rates based on historical trends.

For the floating rate liabilities, the analysis is prepared assuming the amount of the liability at 31 March 2024 was outstanding

for the whole year:

Impact on loss Impact on equity

2024

£m

2023

£m

2024

£m

2023

£m

Increase of 50 basis points (0.5) (0.1) (0.5) (0.1)

Increase of 25 basis points (0.2) (0.1) (0.2) (0.1)

Decrease of 25 basis points 0.7 0.1 0.7 0.1

Decrease of 50 basis points 1.5 0.1 1.5 0.1

Fair value of interest-bearing loans and borrowings

Book value

2024

£m

Fair value

2024

£m

Book value

2023

£m

Fair value

2023

£m

Items carried at fair value

Interest rate cap (asset) (0.4) (0.4) – –

Items not carried at fair value

£21.9 million 5

5

⁄

8

% debenture stock 2029 22.0 22.0 22.0 22.4

£450.0 million revolving credit facility 46.1 46.1 12.8 12.8

£250.0 million term loan 248.3 248.3 – –

Private placement notes 424.0 373.3 423.7 339.9

740.0 689.3 458.5 375.1

The fair values of the Group’s private placement notes were determined by comparing the discounted future cash flows using

the contracted yields with those of the reference gilts plus the implied margins, representing Level 2 fair value measurements

as defined by IFRS 13 – Fair Value Measurement. The fair values of the Group’s outstanding interest rate cap has been estimated

by calculating the present value of future cash flows, using appropriate market discount rates, representing Level 2 fair value

measurements as defined by IFRS 13. The fair values of the Group’s cash and cash equivalents and trade payables and receivables

are not materially different from those at which they are carried in the financial statements.

The following table details the principal amounts and remaining terms of interest rate derivatives outstanding:

Average contracted

fixed interest rate

Notional

principal amount Fair value asset

2024

%

2023

%

2024

£m

2023

£m

2024

£m

2023

£m

Cash flow hedges

Interest rate cap 5.094% – 200.0 – 0.4 –

The Group entered a £200 million interest rate cap (at a cost of £2.1 million) effective from 9 October 2023 and expires in

September 2025 .

18 Head lease obligations

Head lease obligations in respect of the Group’s leasehold properties are payable as follows:

Minimum

lease

payments

2024

£m

Interest

2024

£m

Principal

payments

2024

£m

Minimum

lease

payments

2023

£m

Interest

2023

£m

Principal

payments

2023

£m

Less than one year 2.9 (2.9) – 2.4 (2.4) –

Between one and five years 11.5 (11.3) 0.2 9.7 (9.5) 0.2

More than five years 358.0 (284.1) 73.9 304.5 (238.0) 66.5

372.4 (298.3) 74.1 316.6 (249.9) 66.7

Financial statements

173Annual Report 2024 Great Portland Estates plc

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Notes forming part of the Group financial statements continued

19 Occupational lease obligations

Obligations in respect of the Group’s occupational leases for its head office are payable as follows:

Minimum

lease

payments

2024

£m

Interest

2024

£m

Principal

payments

2024

£m

Minimum

lease

payments

2023

£m

Interest

2023

£m

Principal

payments

2023

£m

Less than one year 1.0 – 1.0 1.0 – 1.0

Between one and five years – – – 1.0 – 1.0

1.0 – 1.0 2.0 – 2.0

20 Share capital

2024

Number

2024

£m

2023

Number

2023

£m

Allotted, called up and fully paid ordinary shares of 15

5

⁄

19

pence

At 1 April and 31 March 253,867,911 38.7 253,867,911 38.7

At 31 March 2024, the Company had 253,867,911 ordinary shares with a nominal value of 15

5

⁄

19

pence each.

21 Investment in own shares

2024

£m

2023

£m

At 1 April (2.8) (3.6)

Employee share-based incentive charges (4.0) (1.3)

Transfer to retained earnings 1.2 2.1

At 31 March (5.6) (2.8)

The investment in the Company’s own shares is held at cost and comprises 887,159 shares (2023: 887,159 shares) held by the

Great Portland Estates plc LTIP Employee Share Trust, which will vest for certain senior employees of the Group if performance

conditions are met. During the year, no shares (2023: 192,112) vested to Directors and senior employees and no additional shares

were acquired by the Trust (2023: 201,936). The fair value of shares awarded and outstanding at 31 March 2024 was £9.8 million

(2023: £8.4 million).

Details of outstanding share plans are set out below:

Date of Grant/Fair value (pence)

At 1 April 2023

No. of shares

Granted

No. of shares

Vested

No. of shares

Lapsed/

forfeit

No. of shares

At 31 March

2024

No. of shares Vesting dates

Long Term Incentive Plan

29 July 2020/581p 1,619,621 – – (1,619,621) – 28 July 2023

12 November 2020/704p 19,522 – – (19,522) – 11 November 2023

7 June 2021/733p 1,358,980 – – (19,545) 1,339,435 6 June 2024

27 May 2022/645p 1,926,632 – – (126,942) 1,799,690 26 May 2025

Restricted Share Plan

7 July 2023/422p – 1,220,784 – (119,474) 1,101,310 6 July 2026

24 November 2023/408p – 10,283 – – 10,283 23 November 2026

4,924,755 1,231,067 – (1,905,104) 4,250,718

174 Great Portland Estates plc Annual Report 2024

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22 Cash and cash equivalents

2024

£m

2023

£m

Cash held at bank (unrestricted) 5.9 3.2

Amounts held in respect of customer rent deposits (restricted) 17.0 16.2

22.9 19.4

Amounts held in respect of customer rent deposits are subject to restrictions as set out in the customers’ lease agreement

and therefore not available for general use by the Group.

23 Notes to the Group statement of cash flows

Reconciliation of financing liabilities

1 April

2023

£m

New

obligations

£m

Inflows/

(outflows)

£m

Other

non-cash

movements

£m

31 March

2024

£m

Long-term interest-bearing loans and borrowings 458.5 248.0 33.5 (174.6) 565.4

Short-term interest-bearing loans and borrowings – – – 175.0 175.0

Obligations under leases 68.7 7.4 (3.3) 2.3 75.1

527.2 255.4 30.2 2.7 815.5

1 April

2022

£m

New

obligations

£m

Inflows/

(outflows)

£m

Other non

cash

movements

£m

31 March

2023

£m

Long-term interest-bearing loans and borrowings 531.0 – (73.0) 0.5 458.5

Short-term interest-bearing loans and borrowings 0.2 – (0.2) – –

Obligations under leases 58.5 11.1 (3.3) 2.4 68.7

589.7 11.1 (76.5) 2.9 527.2

Adjustment for non-cash items

Adjustments for non-cash items used in the reconciliation of cash generated used in operations in the Group statement of cash

flows’ is disclosed below.

2024

£m

2023

£m

Deficit from investment property 267.3 145.0

Deficit/(surplus) on revaluation of other investments 0.2 (0.1)

Employee share-based incentive charge 4.0 1.3

Spreading of lease incentives (5.7) (5.9)

Share of results of joint ventures 46.7 33.4

Depreciation 1.6 1.7

Other (0.7) (0.3)

Adjustments for non-cash items 313.4 175.1

24 Dividends

2024

£m

2023

£m

Dividends paid

Interim dividend for the year ended 31 March 2024 of 4.7 pence per share 11.9 –

Final dividend for the year ended 31 March 2023 of 7.9 pence per share 20.0 –

Interim dividend for the year ended 31 March 2023 of 4.7 pence per share – 11.9

Final dividend for the year ended 31 March 2022 of 7.9 pence per share – 20.0

31.9 31.9

A final dividend of 7.9 pence per share was approved by the Board on 22 May 2024 and, subject to shareholder approval, will be paid

on 8 July 2024 to shareholders on the register on 31 May 2024. The dividend is not recognised as a liability at 31 March 2024. The 2023

final dividend and the 2023 interim dividend are included within the Group statement of changes in equity.

Financial statements

175Annual Report 2024 Great Portland Estates plc

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Notes forming part of the Group financial statements continued

25 Lease receivables

Future aggregate minimum rentals receivable under non-cancellable leases are:

2024

£m

2023

£m

The Group as a lessor

Less than one year 66.0 58.3

Between two and five years 141.0 129.9

More than five years 62.9 66.7

269.9 254.9

The Group leases its investment properties under operating leases. The weighted average length of lease at 31 March 2024

was 3.4 years (2023: 3.2 years). All investment properties, except those under development, generated rental income, and

£nil contingent rents were recognised in the year (2023: £nil).

26 Employee benefits

The Group operates a UK-funded approved defined contribution plan. The Group’s contribution for the year was £1.8 million

(2023: £1.5 million). The Group also contributes to a defined benefit final salary pension plan (the Plan), the assets of which

are held and managed by trustees separately from the assets of the Group. The Plan has been closed to new entrants since

April 2002. The most recent actuarial valuation of the Plan was conducted at 1 April 2023 by a qualified independent actuary

using the projected unit method. The Plan was valued using the following key actuarial assumptions:

2024

%

2023

%

Discount rate 4.90 4.80

Expected rate of salary increases 4.10 4.20

RPI inflation 3.10 3.20

Rate of future pension increases 2.90 2.90

Life expectancy assumptions at age 65:

2024

Years

2023

Years

Retiring today age 65 – male:female 23:25 25:26

Retiring in 25 years (age 40 today) – male:female 25:27 27:29

Changes in the present value of the pension obligation are as follows:

2024

£m

2023

£m

Defined benefit obligation at 1 April 26.9 35.9

Service cost 0.2 0.3

Interest cost 1.2 1.1

Effect of changes in demographic assumptions (1.9) –

Effect of changes in financial assumptions (0.5) (10.5)

Effect of experience adjustments 1.3 1.1

Benefits paid (1.3) (1.0)

Present value of defined benefit obligation at 31 March 25.9 26.9

176 Great Portland Estates plc Annual Report 2024

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26 Employee benefits continued

Changes to the fair value of the Plan assets are as follows:

2024

£m

2023

£m

Fair value of the Plan assets at 1 April 31.0 39.4

Interest income 1.5 1.1

Actuarial loss (1.0) (9.1)

Employer contributions 0.6 0.6

Benefits paid (1.3) (1.0)

Fair value of the Plan assets at 31 March 30.8 31.0

Net pension asset 4.9 4.1

The amount recognised immediately in the Group statement of comprehensive income was £0.1 million (2023: £0.3 million).

The amount recognised in the balance sheet in respect of the Plan is as follows:

2024

£m

2023

£m

Present value of unfunded obligations (25.9) (26.9)

Fair value of the Plan assets 30.8 31.0

Pension asset 4.9 4.1

Amounts recognised as administration expenses in the income statement are as follows:

2024

£m

2023

£m

Current service cost (0.2) (0.3)

Net interest income 0.3 –

0.1 (0.3)

All equity and debt instruments have quoted prices in active markets. The fair value of the Plan assets at the balance sheet date

is analysed as follows:

2024

£m

2023

£m

Cash 0.1 0.1

Equities 1.6 11.9

Bonds 27.6 19.0

Derivatives 1.5 –

30.8 31.0

Other than market and demographic risks, which are common to all retirement benefit schemes, there are no specific risks

in the relevant benefit schemes which the Group considers to be significant or unusual. Detail on two of the more specific risks

are detailed below:

Changes in bond yields

Falling bond yields tend to increase the funding and accounting liabilities. However, the investment in corporate and government

bonds offers a degree of matching, i.e. the movement in assets arising from changes in bond yields partially matches the

movement in the funding or accounting liabilities. In this way, the exposure to movements in bond yields is reduced.

Financial statements

177Annual Report 2024 Great Portland Estates plc

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Notes forming part of the Group financial statements continued

26 Employee benefits continued

Life expectancy

The majority of the obligations are to provide a pension for the life of the member on retirement, so increases in life expectancy

will result in an increase in the liabilities. The inflation-linked nature of the majority of benefit payments increases the sensitivity

of the liabilities to changes in life expectancy.

The effect on the defined benefit obligation of changing the key assumptions, calculated using approximate methods based

on historical trends, is set out below:

2024

£m

2023

£m

Discount rate -0.25% 26.9 27.9

Discount rate +0.25% 25.1 26.0

RPI inflation -0.25% 25.6 26.5

RPI inflation +0.25% 26.3 27.4

Post-retirement mortality assumption – one year age rating 26.9 27.9

Given the Plan surplus, the Group has agreed to pause contributions to the Plan. Accordingly, the Group expects to contribute

£nil (2023: £0.6 million) to the Plan in the year ending 31 March 2024. The expected total benefit payments for the year ending

31 March 2024 are £0.9 million, rising to around £1.1 million per annum over the next five years. A total of c.£6.6 million is expected

to be paid over the subsequent five year period.

27 Reserves

The following describes the nature and purpose of each reserve within equity:

Share capital: The nominal value of the Company’s issued share capital, comprising 15

5

⁄

19

pence ordinary shares.

Share premium: Amount subscribed for share capital in excess of nominal value, less directly attributable issue costs.

Capital redemption reserve: Amount equivalent to the nominal value of the Company’s own shares acquired as a result

of share buyback programmes.

Retained earnings: Cumulative net gains and losses recognised in the Group income statement together with other items

such as dividends.

Investment in own shares: Amount paid to acquire the Company’s own shares for its Employee Long-Term Incentive Plan

less accounting charges.

178 Great Portland Estates plc Annual Report 2024

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Independent auditors’ report

to the members of Great Portland Estates plc

Report on the audit of the financial statements

Opinion

In our opinion:

– Great Portland Estates plc’s group financial statements and company financial statements (the “financial statements”)

give a true and fair view of the state of the group’s and of the company’s affairs as at 31 March 2024 and of the group’s loss

and the group’s cash flows for the year then ended;

– the group financial statements have been properly prepared in accordance with UK-adopted international accounting

standards as applied in accordance with the provisions of the Companies Act 2006;

– the company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and

– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Accounts (the “Annual Report”), which comprise:

the group and company Balance Sheets as at 31 March 2024; the group Income Statement, the group Statement of Comprehensive

Income, the group Statement of Cash Flows, and the group and company Statement of Changes in Equity for the year then ended;

and the notes to the financial statements, comprising material accounting policy information and other explanatory information.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our

responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section

of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the

financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities,

and we have fulfilled our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were

not provided.

Other than those disclosed in Note 5 to the Financial Statements, we have provided no non-audit services to the company

or its controlled undertakings in the period under audit.

Our audit approach

Context

The year ended 31 March 2024 is our first year as the external auditors of the group. Following the external audit tender in 2022,

we undertook certain transition activities, including attending key governance meetings during the 2023 financial reporting process.

In planning for our first year audit, we met with the Audit Committee and members of management across the group to understand

the business and any significant changes during the year, and to understand their perspectives on associated business risks.

We used this insight, in addition to our reviewing the previous auditors’ audit work papers, when forming our own views regarding

the audit risks and as part of developing our planned audit approach to address those risks.

Overview

Audit scope

– Our audit scope has been determined to provide coverage of all material financial statement line items, and as part of

designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.

– The group’s investment properties are held across a number of subsidiary and joint venture entities within the group

financial statements. All work was carried out by the group audit team with additional procedures performed at the group

level to ensure sufficient coverage for our opinion on the group financial statements as a whole.

Key audit matters

– Valuation of investment properties, either held directly or through joint ventures (group).

– Recoverability of investments and loans to subsidiaries and joint ventures (parent).

Materiality

– Overall group materiality: £24.7 million based on 1% of total assets.

– Overall company materiality: £22.3 million based on 1% of total assets.

– Performance materiality: £18.5 million (group) and £16.7 million (company).

– Specific group materiality: £0.89 million based on 5% of the group’s adjusted profit before tax.

Financial statements

179Annual Report 2024 Great Portland Estates plc

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Independent auditors’ report continued

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit

of the financial statements of the current period and include the most significant assessed risks of material misstatement

(whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit

strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and

any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

Key audit matter How our audit addressed the key audit matter

Valuation of investment properties,

either held directly or through joint

ventures (group)

Refer to the Audit Committee Report and

the Financial Statements (including notes to

the Financial Statements; Note 1, Accounting

policies; Note 10, Investment property; and

Note 11, Investments in joint ventures).

We focused on the valuation of investment

properties because investment properties

represent the principal element of the net

asset value as disclosed in the group Balance

Sheet in the Financial Statements and is an

area of significant estimation uncertainty.

The portfolio is held by the group, and

through joint ventures.

The portfolio includes completed investment

properties and properties under development.

The valuation of the group’s portfolio is

inherently subjective due to, among other

factors, the individual nature of each property,

its location and the expected future rentals

for that particular property. The wider

challenges currently facing the real estate

sector as a result of the macroeconomic

environment further contributed to the

subjectivity at 31 March 2024.

Valuations are carried out by third party

valuers CBRE (the ‘Valuers’). The Valuers were

engaged by the Directors, and performed

their work in accordance with the Royal

Institution of Chartered Surveyors (‘RICS’)

Valuation – Global Standards 2022. The

valuations take into account the property-

specific information including the current

tenancy agreements and rental income,

condition and location of the property, and

future rental prospects, as well as prevailing

market yields and market transactions.

Given the inherent subjectivity involved in the valuation of investment properties,

and therefore the need for deep market knowledge when determining the most

appropriate assumptions, and the technicalities of the valuation methodology,

we engaged our internal valuation experts to assist us in our audit of this matter.

Assessing group’s external Valuers’ expertise and objectivity

We assessed the Valuers’ qualifications and expertise and read their terms of

engagement with the group to determine whether there were any matters that

might have affected their objectivity or may have imposed scope limitations

upon their work. We also considered fees and other contractual arrangements

that might exist between the group and the Valuers. We found no evidence to

suggest that the objectivity of the Valuers was compromised.

Testing the valuations assumptions and capital movement

We obtained and read the CBRE valuation reports covering all of the group’s

investment properties. We held meetings with management and the Valuers,

at which the valuations and the key assumptions therein were discussed. We

focused on the largest properties, properties under development, flex spaces,

short leaseholds and any outliers (where the assumptions used and/or year on

year capital value movement were out of line with our range of assumptions

developed using externally published market data for the relevant sector).

To verify that the valuation approach was suitable for use in determining the

carrying value for investment properties in the Financial Statements, we:

– Confirmed that the valuation approach was in accordance with RICS standards;

– Obtained valuation details of every property held by the group and

developed ranges for each key valuation assumption or capital value

movement, determined by reference to published benchmarks and using

our experience and knowledge of the market. We compared the investment

yields used by the Valuers with the expected range of yields and the year

on year capital movement to our expected range;

– Assessed the reasonableness of other assumptions that are not readily

comparable with published benchmarks, such as Estimated Rental Value;

– For developments valued using the residual valuation method, we obtained

the development appraisals and assessed the reasonableness of the Valuers’

key assumptions. This included comparing the yield to comparable market

benchmarks, comparing the costs to complete estimates to development

plans and contracts, and considering the reasonableness of other assumptions

that are not so readily comparable with published benchmarks, such as

estimated rental value and developers’ profit; and

– With the support of our internal valuation experts, we also questioned the

Valuers as to the extent to which yields and expected rental values used

in deriving their valuations took into account the impact of climate change

and ESG considerations.

180 Great Portland Estates plc Annual Report 2024

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Key audit matter How our audit addressed the key audit matter

Valuation of investment properties,

either held directly or through joint

ventures (group) continued

In addition to the above, where assumptions were outside the expected

range or otherwise appeared unusual, and/or valuations showed unexpected

movements, we undertook further investigations and, when necessary,

held further discussions with the Valuers and obtained evidence to support

explanations received. The supporting evidence and valuation commentaries

provided by the Valuers, enabled us to consider the property specific factors

that had or may have had an impact on value, including recent comparable

transactions where appropriate.

Information and standing data

We agreed the amounts per the valuation reports to the accounting records

and from there we agreed the related balances through to the Financial

Statements. We tested the standing data which the group provided to the

Valuers for use in the performance of the valuation. For operating properties,

we agreed tenancy information to supporting evidence on a sample basis.

For properties under development, we confirmed that the supporting information

for construction contracts and budgets, which was supplied to the Valuers,

was also consistent with the group’s records for example by inspecting

construction contracts. For these properties, capitalised expenditure was

tested on a sample basis to invoices, and budgeted costs to complete

compared to supporting evidence.

We have no matters to report in respect of our work over the valuation

of investment properties.

Recoverability of investments and loans

to subsidiaries and joint ventures (parent)

Refer to the Financial Statements

(including notes to the Financial Statements;

Note 1, Accounting policies; Note 11,

Investments in joint ventures; and Note iii,

Fixed asset investments).

The company has investments in subsidiaries

of £1,240.6 million (2023: £1,240.8 million)

and loans to subsidiaries of £761.2 million

(2023: £548.4 million) at 31 March 2024. The

company has investments in joint ventures

of £0.1 million (2023: £0.1 million) and loans

to joint ventures of £213.5 million (2023: £214.4

million) at 31 March 2024. This is following the

recognition of a £11.2 million (2023: £2.2 million)

provision for impairment in investments

and loans to subsidiaries, and a £0.0 million

(2023: £0.1 million) provision for impairment

investments and loans to joint ventures in

the year.

The company’s accounting policy for

investments and loans is to hold them at

cost less any impairment. Impairment of the

loans is calculated in accordance with IFRS 9,

where expected credit losses are considered

to be the excess of the company’s loan to a

subsidiary over the subsidiary net asset value.

Investments in subsidiaries and joint ventures

are assessed for impairment in line with IAS 36.

We assessed the accounting policy for investments and loans to subsidiaries

and joint ventures to ensure they were compliant with FRS 101 “Reduced

Disclosure Framework”. We obtained management’s impairment assessments

for the recoverability of investments and loans in subsidiaries and joint

ventures as at 31 March 2024.

We verified that the methodology used by management in arriving at the

carrying value of the investments in subsidiaries and joint ventures was in line

with IAS 36 Impairment of Assets, and that for loans to subsidiaries and joint

ventures the expected credit loss was in line with IFRS 9 Financial Instruments,

including the related provision for impairment of investments and loans.

We identified the key estimate within the assessment of impairment of the

investments and loans to subsidiaries and joint ventures to be the underlying

valuation of investment property held by the subsidiaries and joint ventures.

For details of our procedures over investment property valuations please

refer to the related group key audit matter above.

We have no matters to report in respect of this work.

Financial statements

181Annual Report 2024 Great Portland Estates plc

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Independent auditors’ report continued

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial

statements as a whole, taking into account the structure of the group and the company, the accounting processes and controls,

and the industry in which they operate.

The group’s investment properties are held across a number of subsidiary and joint venture entities within the group

financial statements. All work was carried out by the group audit team with additional procedures performed at the group

level to ensure sufficient coverage for our opinion on the group financial statements as a whole.

The group operates a common IT environment, processes and controls across all reported segments. In establishing the

overall approach to our audit, we assessed the risk of material misstatement, taking into account the nature, likelihood and

potential magnitude of any misstatement. Following this assessment, we applied professional judgement to determine

the extent of testing required over each balance in the financial statements.

In respect of the audit of the company, the group audit team performed a full scope statutory audit, leveraging on the

work performed on the group audit where appropriate with additional audit procedures performed on other company

specific balances.

The impact of climate risk on our audit

In planning our audit, we made enquiries with management to understand the extent of the potential impact of climate change

risk on the financial statements. Our evaluation of this conclusion included challenging key judgements and estimates in areas

where we considered that there was greatest potential for climate change impact. We particularly considered how climate

change risks would impact the assumptions made in the valuation of investment properties as explained in our key audit

matter above. We also considered the consistency of the disclosures in relation to climate change made within the Annual Report,

the financial statements and the knowledge obtained from our audit. We assessed the consideration of the cost of delivering

the group’s climate change and sustainability strategy within the going concern and viability forecasts.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.

These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and

extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect

of misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Financial statements – group Financial statements – company

Overall materiality £24.7 million. £22.3 million.

How we determined it 1% of total assets. 1% of total assets.

Rationale for

benchmark applied

The primary measurement attribute of the group

is the carrying value of investment properties.

On this basis,we set an overall group materiality

level based on total assets.

The primary measurement attribute of the

company is the carrying value of investments

in subsidiaries. On this basis, we set an overall

company materiality level based on total assets.

For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality.

The range of materiality allocated across components was between £1.1 million and £22.3 million. Certain components were

audited to a local statutory audit materiality that was also less than our overall group materiality.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and

undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope

of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example

in determining sample sizes. Our performance materiality was 75% of overall materiality, amounting to £18.5 million for the

group financial statements and £16.7 million for the company financial statements.

In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment

and aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range

was appropriate.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £1.2 million

(group audit) and £1.1 million (company audit) as well as misstatements below those amounts that, in our view, warranted

reporting for qualitative reasons.

In addition we agreed with the Audit Committee that we would report to them misstatements identified during our group

audit above £0.04 million for misstatements related to adjusted profit before tax within the financial statements, as well as

misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

182 Great Portland Estates plc Annual Report 2024

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Conclusions relating to going concern

Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue to adopt the going concern

basis of accounting included:

– Procedures to identify events or conditions that may cast significant doubt on the ability to continue as a going concern

and whether or not a material uncertainty related to going concern exists;

– Obtaining the directors’ assessment of going concern and assessing the current impact of severe, but plausible, downside

scenarios and the basis for the downside stress scenarios that have been applied;

– Evaluation and corroboration of management’s significant assumptions used to assess going concern, including whether

or not they align with our understanding of the entity and other relevant areas of the entity’s business activities; and

– Considered the appropriateness of the mitigating actions available to management in the event of the downside scenario

materialising. Specifically, we focused on whether these actions are within the group’s control and are achievable.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the group’s and the company’s ability to continue as a going concern

for a period of at least twelve months from when the financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in

the preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group’s

and the company’s ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material

to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors

considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections

of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’

report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover

the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated

in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained

in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material

misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial

statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that

there is a material misstatement of this other information, we are required to report that fact. We have nothing to report

based on these responsibilities.

With respect to the Strategic report and Report of the Directors, we also considered whether the disclosures required by the

UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions

and matters as described below.

Strategic report and Report of the Directors

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and

Report of the Directors for the year ended 31 March 2024 is consistent with the financial statements and has been prepared

in accordance with applicable legal requirements.

In light of the knowledge and understanding of the group and company and their environment obtained in the course of

the audit, we did not identify any material misstatements in the Strategic report and Report of the Directors.

Directors’ Remuneration

In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with

the Companies Act 2006.

Financial statements

183Annual Report 2024 Great Portland Estates plc

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Independent auditors’ report continued

Corporate governance statement

The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part of

the corporate governance statement relating to the company’s compliance with the provisions of the UK Corporate Governance

Code specified for our review. Our additional responsibilities with respect to the corporate governance statement as other

information are described in the Reporting on other information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate

governance statement is materially consistent with the financial statements and our knowledge obtained during the audit,

and we have nothing material to add or draw attention to in relation to:

– The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;

– The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging

risks and an explanation of how these are being managed or mitigated;

– The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern

basis of accounting in preparing them, and their identification of any material uncertainties to the group’s and company’s

ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements;

– The directors’ explanation as to their assessment of the group’s and company’s prospects, the period this assessment covers

and why the period is appropriate; and

– The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in

operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing

attention to any necessary qualifications or assumptions.

Our review of the directors’ statement regarding the longer-term viability of the group and company was substantially less in

scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their statement;

checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering

whether the statement is consistent with the financial statements and our knowledge and understanding of the group and

company and their environment obtained in the course of the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the

corporate governance statement is materially consistent with the financial statements and our knowledge obtained during

the audit:

– The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable,

and provides the information necessary for the members to assess the group’s and company’s position, performance,

business model and strategy;

– The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and

– The section of the Annual Report describing the work of the Audit Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s

compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the

Listing Rules for review by the auditors.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Directors’ responsibilities statement, the directors are responsible for the preparation of the

financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view.

The directors are also responsible for such internal control as they determine is necessary to enable the preparation of

financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis

of accounting unless the directors either intend to liquidate the group or the company or to cease operations, or have no

realistic alternative but to do so.

184 Great Portland Estates plc Annual Report 2024

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Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance

is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually

or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of

these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with

our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent

to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and

regulations related to compliance with the Real Estate Investment Trust (REIT) status Part 12 of the Corporation Tax Act 2010 and

UK regulatory principles, such as those governed by the Listings Rules, and we considered the extent to which non-compliance

might have a material effect on the financial statements. We also considered those laws and regulations that have a direct

impact on the financial statements such as Companies Act 2006. We evaluated management’s incentives and opportunities

for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the

principal risks were related to posting inappropriate journal entries to increase revenue, and management bias in accounting

estimates and judgemental areas of the financial statements such as the valuation of investment properties. Audit procedures

performed by the engagement team included:

– Discussions with management and internal audit, including consideration of known or suspected instances of non-compliance

with laws and regulations and fraud, and review of the reports made by internal audit;

– Understanding management’s internal controls designed to prevent and detect irregularities;

– Reviewing the group’s litigation register in so far as it related to non-compliance with laws and regulations and fraud;

– Reviewing relevant meeting minutes, including those of the Board of Directors and the Audit Committee;

– Designing audit procedures to incorporate unpredictability around the nature, timing and extent of our testing;

– Reviewing tax compliance with the involvement of our tax specialists in the audit;

– Challenging assumptions and judgements made by management in their significant areas of estimation including

procedures relating to the valuation of investment properties; and

– Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of

non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial

statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one

resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations,

or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing

techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations.

We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit

sampling to enable us to draw a conclusion about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with

Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume

responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save

where expressly agreed by our prior consent in writing.

Financial statements

185Annual Report 2024 Great Portland Estates plc

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Independent auditors’ report continued

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

– we have not obtained all the information and explanations we require for our audit; or

– adequate accounting records have not been kept by the company, or returns adequate for our audit have not been

received from branches not visited by us; or

– certain disclosures of directors’ remuneration specified by law are not made; or

– the company financial statements and the part of the Directors’ remuneration report to be audited are not in agreement

with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

Following the recommendation of the Audit Committee, we were appointed by the members on 6 July 2023 to audit the

financial statements for the year ended 31 March 2024 and subsequent financial periods. This is therefore our first year

of uninterrupted engagement.

Other matter

The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these

financial statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R

and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance

over whether the structured digital format annual financial report has been prepared in accordance with those requirements.

Saira Choudhry

(Senior Statutory Auditor)

For and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

22 May 2024

186

Great Portland Estates plc Annual Report 2024

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Notes

2024

£m

2023

£m

Non-current assets

Fixed asset investments iii 1,240.7 1,240.9

Amounts owed by subsidiary undertakings 761.2 548.4

Amounts owed by joint ventures 213.5 214.4

Derivative financial instruments 17 0.4 –

2,215.8 2,003.7

Current assets

Other debtors 6.6 1.3

Deferred tax vi – 1.2

Cash at bank and short-term deposits 6.0 9.2

12.6 11.7

Total assets 2,228.4 2,015.4

Current liabilities iv (1,205.0) (1,023.2)

Non-current liabilities

Interest-bearing loans and borrowings v (565.4) (458.5)

(565.4) (458.5)

Total liabilities (1,770.4) (1,481.7)

Net assets 458.0 533.7

Capital and reserves

Share capital 20 38.7 38.7

Share premium account 46.0 46.0

Capital redemption reserve 326.7 326.7

Retained earnings 41.0 119.5

Investment in own shares 21 5.6 2.8

Shareholders’ funds 458.0 533.7

Notes: The loss within the Company financial statements was £47.8 million (2023: £25.0 million). References in roman numerals refer

to the notes to the Company financial statements, references in numbers refer to the notes to the Group financial statements.

The financial statements of Great Portland Estates plc (registered number: 00596137) were approved by the Board on

22 May 2024 and signed on its behalf by:

Toby Courtauld    Nick Sanderson

Chief Executive    Chief Financial & Operating Officer

Company balance sheet

At 31 March 2024

Financial statements

187Annual Report 2024 Great Portland Estates plc

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Notes

Share

capital

£m

Share

premium

account

£m

Capital

redemption

reserve

£m

Retained

earnings

£m

Investment

in own

shares

£m

Total

equity

£m

Total equity at 1 April 2023 38.7 46.0 326.7 119.5 2.8 533.7

Loss for the year and total

comprehensive expense – – – (47.8) – (47.8)

Dividends to shareholders 24 – – – (31.9) – (31.9)

Employee Long-Term Incentive Plan charge 21 – – – – 4.0 4.0

Transfer to retained earnings 21 – – – 1.2 (1.2) –

Total equity at 31 March 2024 38.7 46.0 326.7 41.0 5.6 458.0

At 31 March 2024, the Company had unaudited realised profits available for distribution of approximately £30 million.

Company statement of changes in equity

For the year ended 31 March 2023

Notes

Share

capital

£m

Share

premium

account

£m

Capital

redemption

reserve

£m

Retained

earnings

£m

Investment

in own

shares

£m

Total

equity

£m

Total equity at 1 April 2022 38.7 46.0 326.7 174.3 3.6 589.3

Loss for the year and total

comprehensive expense – – – (25.0) – (25.0)

Dividends to shareholders 24 – – – (31.9) – (31.9)

Employee Long-Term Incentive Plan charge 21 – – – – 1.3 1.3

Transfer to retained earnings 21 – – – 2.1 (2.1) –

Total equity at 31 March 2023 38.7 46.0 326.7 119.5 2.8 533.7

Company statement of changes in equity

For the year ended 31 March 2024

188 Great Portland Estates plc Annual Report 2024

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Notes forming part of the Company financial statements

i Accounting policies

Accounting convention

Great Portland Estates plc is a public company limited by shares incorporated and domiciled in the United Kingdom

(England and Wales). The address of the registered office is given on page 202. The financial statements have been prepared

on the historical cost basis except for the remeasurement of certain financial instruments to fair value. Historical cost is

generally based on the fair value of the consideration given in exchange for the goods and services. There were no significant

judgements made or critical estimates applied in the preparation of the financial statements.

Disclosure exemptions adopted

The separate financial statements of the Company are presented as required by the Companies Act 2006. The Company meets

the definition of a qualifying entity under FRS 100 (Financial Reporting Standard 100) issued by the Financial Reporting Council.

Accordingly, the financial statements have therefore been prepared in accordance with FRS 101 (Financial Reporting Standard

101) Reduced Disclosure Framework as issued by the Financial Reporting Council incorporating the Amendments to FRS 101

issued by the FRC in July 2015 and July 2016.

In preparing these financial statements, Great Portland Estates plc has taken advantage of all disclosure exemptions conferred

by FRS 101. Therefore these financial statements do not include:

– certain comparative information as otherwise required by the United Kingdom adopted international accounting standards;

– certain disclosures regarding the Company’s capital;

– a statement of cash flows;

– certain disclosures in respect of financial instruments;

– the effect of future accounting standards not yet adopted; and

– disclosure of related party transactions with wholly-owned members of the Group.

The above disclosure exemptions have been adopted because equivalent disclosures are included in the consolidated Group

accounts into which Great Portland Estates plc is consolidated.

Subsidiary undertakings and joint ventures

The Company is a holding and financing company for the Great Portland Estates plc Group. Shares in subsidiary undertakings

and joint ventures are carried at amounts equal to their original cost less any provision for impairment.

Amounts owed by subsidiary undertakings and joint ventures are expected to remain outstanding for the foreseeable future and

therefore deemed long term in nature and classified as non-current assets and are stated at amortised cost including a provision

for expected credit losses. For the purposes of impairment assessment, amounts to subsidiary undertakings and joint ventures

are considered low credit risk and, therefore, the Company measures the provision at an amount equal to 12-month expected

credit losses. Provision for expected credit losses in the current and prior year are immaterial.

Other

Accounting policies for share-based payments, other investment, deferred tax and financial instruments are the same as those

of the Group and are set out on pages 152 to 155.

The Company participates in a Group defined benefit scheme which is the legal responsibility of Great Portland Estates Services

Limited as the sponsoring employer. There is no contractual agreement or stated policy for charging the net defined benefit

cost. In accordance with IAS 19 (Revised 2011), the Company accounts for the contributions to the scheme as if it were a defined

contribution scheme. Details of the Group’s pension plan can be found on pages 176 to 178.

The auditor’s remuneration for audit and other services is disclosed in note 4 to the Group accounts.

ii Profit attributable to members of the parent undertaking

As permitted by section 408 of the Companies Act 2006, the Company has not presented its own profit and loss account.

The loss dealt within the financial statements of the Company was £47.8 million (2023: £25.0 million). The employees of the

Company are the Directors and the Company Secretary. Full disclosure of the Directors’ remuneration can be found on

pages 124 to 143.

Financial statements

189Annual Report 2024 Great Portland Estates plc

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Notes forming part of the Company financial statements continued

iii Fixed asset investments

Investment in

joint ventures

£m

Shares in

subsidiary

undertakings

£m

Total

£m

At 1 April 2023 0.1 1,240.8 1,240.9

Additions – 11.0 11.0

Impairment – (11.2) (11.2)

31 March 2024 0.1 1,240.6 1,240.7

Shares in subsidiary undertakings and joint ventures are carried at cost less any provision for impairment. The historical cost

of the shares in subsidiary undertakings and joint ventures at 31 March 2024 was £1,240.7 million (2023: £1,240.9 million).

The subsidiaries of the Company at 31 March 2024 were:

Direct subsidiaries

The Company has a 100% interest in the ordinary share capital of the following entities:

Principal activity Principal activity

Great Portland Estates Services

Limited (00517550)

Property management G.P.E. (St Thomas Street) Limited

(05593274)

Property investment

Collin Estates Limited\*

(00349259)

Property investment J.L.P. Investment Company Limited

(00459857)

Property investment

Courtana Investments Limited

(00764696)

Property investment Knighton Estates Limited

(00379493)

Property investment

G.P.E. (Bermondsey Street) Limited

(05593239)

Property investment Pontsarn Investments Limited

(00611070)

Property investment

73/77 Oxford Street Limited

(00628026)

Property investment Portman Square Properties Holdings

Limited (06049187)

Holding company

GPE (Brook Street) Limited\*

(09144095)

Property investment GPE Pension Trustee Limited

(05406955)

Corporate trustee

GPE (GHS) Limited\*

(08737134)

Property investment G.P.E. (Marcol House) Limited

(07046709)

Holding company

Gresse Street Limited\*

(05279893)

Property investment G.P.E. (Rathbone Place 1) Limited

(0774083)

Property investment

GPE (Dufour’s Place) Limited\*

(14078313)

Property investment GPE St Andrew Street Limited\*

(14085827)

Property investment

GPE (Soho Square) Limited

(15088898)

Property investment GPE (Piccadilly) Limited

(14832783)

Property investment

GPE (Bramah House) Limited\*

(14790117)

Property investment GPE (135-141 Wardour Street) Limited\*

(14780172)

Property investment

G.P.E. Construction Limited\*

(04936146)

Development

management

G.P.E. (Rathbone Place 2) Limited

(07754121)

Property investment

The Rathbone Place Partnership

(G.P. 1) Limited (07740829)

Property investment G.P.E. (Rathbone Place 3) Limited

(07754130)

Property investment

King Sloane Properties Limited

(22867/OE027819)

Property investment

\*   Great Portland Estates plc has guaranteed the liabilities of these subsidiaries under section 479A and C of the Companies Act 2006 (as amended).

As such, these subsidiaries will take advantage of the audit exemption set out within section 479A for the year ended 31 March 2024.

190 Great Portland Estates plc Annual Report 2024

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iii Fixed asset investments continued

Indirect subsidiaries

Principal activity Principal activity

The Rathbone Place Partnership

(G.P. 2) Limited (07742507)

Property investment Portman Square Properties Limited

(03872261)

Property investment

The Rathbone Place Limited

Partnership\*\* (LP014603)

Property investment G.P.E. (Newman Street) Limited\*

(07796204)

Property investment

Rathbone Square No. 1 Limited

(04122795)

Property investment Rathbone Square No.2 Limited

(04122784)

Property investment

The Newman Street Unit Trust Property investment Marcol House Jersey Limited

(95425)

Property investment

\*\* The Group has taken advantage of the exemption, which is conferred by The Partnerships (Accounts) Regulations 2008, for preparing financial statements

for The Rathbone Place Limited Partnership.

Directly held joint venture entities

Principal activity Principal activity

The Great Victoria Partnership

(G.P.) Limited (05216728)

Property investment The Great Victoria Partnership

(G.P.) (No. 2) Limited (05375913)

Property investment

Great Ropemaker Partnership

(G.P.) Limited (06526534)

Property investment GHS (GP) Limited

(114189)

Property investment

Indirectly held joint venture entities

Principal activity Principal activity

Great Victoria Property Limited

(05208609)

Property investment The Great Victoria Partnership

(LP009971)

Property investment

The Great Victoria Partnership (No. 2)

(LP010380)

Property investment Great Victoria Property (No. 2) Limited

(05385912)

Property investment

Great Ropemaker Property Limited

(06526552)

Property investment The Great Ropemaker Partnership

(LP012802)

Property investment

Great Ropemaker Property

(Nominee 1) Limited (07830921)

Property investment Great Ropemaker Property

(Nominee 2) Limited (07830923)

Property investment

The GHS Limited Partnership

(1697)

Property investment GPE (Hanover Square) Limited

(03723180)

Property investment

14 Brook Street Management

Company Limited (12938268)

Property investment GHS (Nominee) Limited

(114197)

Property investment

All of the above companies are registered at 33 Cavendish Square, London, W1G 0PW and operate in England and Wales

except for: Marcol House Jersey Limited, GHS (GP) Limited, GHS (Nominee) Limited and The GHS Limited Partnership, which are

registered at 44 Esplanade, St Helier, Jersey, JE4 9WG, The Newman Street Unit Trust, which is registered at 11 Old Jewry, London,

EC2R 8DU and King Sloane Properties Limited, which is registered in One Welches, Welches, St. Thomas BB22025, Barbados.

Great Portland Estates plc is the ultimate parent undertaking of the GPE Group.

Financial statements

191Annual Report 2024 Great Portland Estates plc

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Notes forming part of the Company financial statements continued

iv Current liabilities

2024

£m

2023

£m

Amounts owed to subsidiary undertakings 1,017.6 1,014.0

Interest bearing loans and borrowings 175.0 –

Other creditors – 1.0

Accruals 12.4 8.2

1,205.0 1,023.2

Interest on intercompany debt is charged at variable rates based on the weighted average interest rate of Group third-party

debt. Amounts are unsecured and are repayable on demand.

v Interest-bearing loans and borrowings

2024

£m

2023

£m

Bank loans 294.4 12.8

Debentures 22.0 22.0

Private placement notes 249.0 423.7

565.4 458.5

At 31 March 2024, property with a carrying value of £107.0 million (2023: £111.0 million) was secured under the first mortgage

debenture stock. Further details of the Company’s loans and borrowings can be found on notes 16 and 17 of the Group accounts.

vi Deferred tax

1 April

2023

£m

Recognised in

the income

statement

£m

Recognised

in equity

£m

31 March

2024

£m

Net deferred tax asset in respect of other temporary differences 1.2 (1.2) – –

1.2 (1.2) – –

The Company has not recognised further deferred tax assets in respect of gross temporary differences arising from the following

items, because it is uncertain whether future taxable profits will arise against which these assets can be utilised:

2024

£m

2023

£m

Revenue losses 30.7 15.7

Share-based payments 2.7 2.7

33.4 18.4

192 Great Portland Estates plc Annual Report 2024

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In this section:

194 Five-year record

195 Our properties and customers

197 Portfolio statistics

198 Glossary

201 Shareholders’ information

203 Financial calendar

Other

information

(unaudited)

We are creating a lasting

positive social impact in

our communities

We know that the socially disadvantaged members of our communities will be

the most impacted by climate change. We are therefore committed to supporting

the people, and the communities, in which we work to have a better quality of life,

whilst also supporting a thriving economy for London’s future.

Through the continued implementation of our Social Impact Strategy and by

maintaining long-term community relationships, we are creating at least £10 million

of social value by 2030 and disclosing our progress against this target annually.

Other information

193Annual Report 2024 Great Portland Estates plc

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Based on the Group financial statements for the years ended 31 March

Balance sheet

2020

£m

2021

£m

2022

£m

2023

£m

2024

£m

Property portfolio 1,987.1 1,894.5 2,144.4 1,922.2 1,929.2

Joint ventures 647.0 626.4 582.8 538.8 491.3

Trading property – – – – –

Loans and borrowings (444.3) (488.6) (531.2) (458.5) (740.4)

Other assets/(liabilities) 13.3 (60.7) (83.1) (83.9) (97.1)

Net assets 2,203.1 1,971.6 2,112.9 1,918.6 1,583.0

Financed by

£m £m £m £m £m

Issued share capital 38.7 38.7 38.7 38.7 38.7

Reserves 2,164.4 1,932.9 2,074.2 1,879.9 1,544.3

Total equity 2,203.1 1,971.6 2,112.9 1,918.6 1,583.0

Net assets per share 868p 779p 835p 757p 624p

EPRA NTA  868p 779p 835p 757p 624p

Income statement

£m £m £m £m £m

Revenue 102.5 88.5 84.2 91.2 95.4

Cost of sales (27.7) (24.7) (30.1) (32.2) (33.3)

74.8 63.8 54.1 59.0 62.1

Administration expenses (29.0) (25.2) (35.0) (38.3) (42.3)

Estimated credit loss (0.1) (7.7) (4.1) (0.8) (0.1)

Development management losses (0.2) (0.1) (0.4) (0.1) –

Operating profit before (deficit)/surplus from property

and results of joint ventures

45.5 30.8 14.6 19.8 19.7

(Deficit)/surplus on investment property (52.6) (156.8) 107.9 (145.0) (267.3)

(Deficit)/surplus on revaluation of investments – – – 0.1 (0.2)

Share of results of joint ventures 57.9 (76.2) 45.9 (33.4) (46.7)

Operating (loss)/profit 50.8 (202.2) 168.4 (158.5) (294.5)

Finance income 7.3 8.0 7.4 6.0 6.1

Finance costs (6.5) (7.8) (9.1) (11.5) (17.7)

Fair value loss on derivatives – – – – (1.7)

(Loss)/profit before tax 51.6 (202.0) 166.7 (164.0) (307.8)

Tax 0.2 0.1 0.5 0.1 –

(Loss)/profit for the year 51.8 (201.9) 167.2 (163.9) (307.8)

(Loss)/earnings per share – basic 20.0p (79.8)p 66.1p (64.8)p (121.7)p

(Loss)/earnings per share – diluted 20.0p (79.8)p 66.0p (64.8)p (121.7)p

EPRA earnings per share – diluted 22.0p 15.8p 10.8p 9.5p 7.1p

Dividend per share 12.6p 12.6p 12.6p 12.6p 12.6p

Five-year record

194 Great Portland Estates plc Annual Report 2024

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Our properties and customers

In value order (GPE share)

Location Tenure

Rent roll

(GPE share)

£

Net

internal area

sq ftOwnership Property name

£200 million plus

50% Hanover Square Rest of West End FH/LH 12,501,400 220,500

100% 1 Newman Street & 70/88 Oxford Street Noho FH 11,257,600 122,700

£100 million – £200 million

100% Wells & More Noho FH 5,358,500 122,200

100% Elsley House Noho FH 4,105,600 65,000

100% 2 Aldermanbury Square  Noho FH – 322,600

100% Kent House Noho FH 6,183,100 59,300

£75 million – £100 million

100% City Tower City LH 6,963,000 138,600

100% Walmar House Noho LH 4,485,000 56,500

£50 million – £75 million

100% Soho Square Estate Rest of West End FH 1,249,100 57,500

50% 200 & 214 Gray’s Inn Road Midtown LH 2,999,200 287,900

100% Empire House  Rest of West End LH 4,333,900 45,700

100% The Hickman City FH 4,202,500 74,900

100% 35 Portman Square Noho LH 5,483,900 73,400

100% Carrington House, 126/130 Regent Street Rest of West End LH 3,178,200 30,900

100% Woolyard Southwark FH 4,682,200 46,300

100% New City Court, 14/20 St Thomas Street Southwark FH 3,811,800 98,000

100% Egyptian & Dudley House Rest of West End LH 490,000 30,100

100% Minerva House Southwark FH 85,500 166,800

£30 million – £50 million

100% 54/56 Jermyn Street Rest of West End LH 2,803,500 28,700

100% French Railways House & 50 Jermyn Street Rest of West End LH – 67,600

100% 48/54 Broadwick Street and 16 Dufour’s Place Rest of West End FH 3,909,700 24,500

100% Challenger House City FH 2,439,200 59,200

100% 6 St Andrew Street Midtown FH – 47,800

100% 31/34 Alfred Place Noho LH 532,200 41,700

100% 141 Wardour Street Rest of West End FH – 33,700

50% Mount Royal, 508/540 Oxford Street Noho LH 2,977,800 92,100

100% Pollen House Rest of West End LH 2,725,500 21,300

£10 million – £30 million

100% 7/15 Gresse Street Noho LH 2,490,000 43,100

50% 103/113 Regent Street Rest of West End LH 2,466,600 56,900

100% Orchard Court Noho LH 295,600 47,900

50% Elm Yard Midtown FH 2,020,900 49,400

100% Foxglove House Rest of West End LH 1,246,800 18,100

100% 95/96 New Bond Street Rest of West End LH 188,000 9,000

100% Bramah House  Southwark FH 247,300 16,000

100% Kingsland House, 122/124 Regent Street Rest of West End LH 970,300 8,700

Below £10 million

100% Cathedral Street Southbank LH 332,000 6,400

100% 23/24 Newman Street Noho LH 7,900 25,200

100% 183/190 Tottenham Court Road Noho LH 438,400 12,000

FH = Freehold or Virtual Freehold.

LH = Leasehold.

195Annual Report 2024 Great Portland Estates plc

Other information

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Top ten customers

Customer Use

Rent roll

(our share)

£m

% of rent roll

(our share)

1 Kohlberg Kravis Roberts LLP Office 4.4 4.1

2 Runway East Office 3.6 3.4

3 Glencore UK Limited Office 3.1 2.9

4 Exane SA Office 2.8 2.6

5 Richemont UK Limited Office 2.7 2.5

6 Fashion Retail Academy Office 2.5 2.3

7 Uniqlo Retail 2.5 2.3

8 RBH Group Hotel 2.4 2.2

9 New Look Office 1.9 1.8

10 Synthesia  Office 1.7 1.6

Total 27.6 25.7

Our properties and customers continued

196 Great Portland Estates plc Annual Report 2024

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Rental income

Wholly-owned Share of joint ventures

Rent roll

£m

Reversionary

potential

£m

Rental

values

£m

Rent roll

£m

Reversionary

potential

£m

Rental

values

£m

Total rental

values

£m

London North of Oxford Street Office 32.5 3.1 35.6 – – – 35.6

Retail 8.1 0.9 9.0 3.0 0.1 3.1 12.1

Rest of West End Office 14.6 2.3 16.9 9.7 1.8 11.5 28.4

Retail 6.5 0.7 7.2 5.3 0.2 5.5 12.7

Total West End 61.7 7.0 68.7 18.0 2.1 20.1 88.8

City, Midtown and Southwark Office 20.0 2.1 22.1 5.0 0.3 5.3 27.4

Retail 2.8 (0.7) 2.1 – – – 2.1

Total City, Midtown and Southwark 22.8 1.4 24.2 5.0 0.3 5.3 29.5

Total let portfolio 84.5 8.4 92.9 23.0 2.4 25.4 118.3

Voids (A) 2.7 – 2.7

Premises under refurbishment and development 89.0 4.5 93.5

Total portfolio (B) 184.6 29.9 214.5

Vacancy rate % (A/B) 1.5 – 1.3

EPRA vacancy

Wholly-

owned

£m

Joint

ventures

£m

Total

£m

Voids and premises under refurbishment excluding development (A) 42.5 4.5 47.0

Total portfolio  184.6 29.9 214.5

Less: premises under development (49.2) – (49.2)

Total (B) 135.4 29.9 165.3

EPRA vacancy rate % (A/B) 31.4 15.1 28.4

Rent roll security, lease lengths and voids

Wholly-owned Joint ventures

Rent roll

secure for

five years

%

Weighted

average

lease length

Years

Void

%

Rent roll

secure for

five years

%

Weighted

average

lease length

Years

Void

%

London North of Oxford Street Office 34.2 4.2 1.2 – – –

Retail 48.4 5.6 2.0 – 1.7 –

Rest of West End Office 0.7 1.6 0.7 89.1 11.3 –

Retail 19.8 4.0 1.2 30.7 5.3 –

Total West End 25.8 3.7 1.1 57.2 7.9 –

City, Midtown and Southwark Office 13.9 2.6 2.0 – 1.6 –

Retail 11.3 2.2 – – – –

Total City, Midtown and Southwark 13.6 2.5 2.0 – 1.6 –

Total portfolio 22.5 3.4 1.5 44.7 6.5 –

Rental values and yields

Wholly-owned Joint ventures Wholly-owned Joint ventures

Average

rent

£psf

Average

ERV

£psf

Average

rent

£psf

Average

ERV

£psf

Initial

yield

%

True

equivalent

yield

%

Initial

yield

%

True

equivalent

yield

%

London North of Oxford Street Office 86 102 – – 3.3 5.3 – –

Retail 66 67 83 83 2.2 5.3 4.7 5.8

Rest of West End Office 99 143 116 138 4.6 5.8 3.6 4.6

Retail 99 115 108 113 3.9 5.0 4.1 4.4

Total West End 86 106 107 113 3.5 5.4 3.9 4.8

City, Midtown and Southwark Office 64 83 46 53 4.4 5.7 4.5 6.1

Retail 39 36 – – 4.3 5.9 – –

Total City, Midtown and Southwark 59 76 46 53 4.4 5.7 4.5 6.1

Total portfolio 77 91 83 84 3.7 5.4 4.0 5.1

Portfolio statistics at 31 March 2024

197Annual Report 2024 Great Portland Estates plc

Other information

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Building Research Establishment Environmental

Assessment Methodology (BREEAM)

Building Research Establishment method of assessing,

rating and certifying the sustainability of buildings.

Cash EPS

EPRA EPS adjusted for certain non-cash items (including

our share of joint ventures): lease incentives, capitalised

interest and charges for share-based payments.

Core West End

Areas of London with W1 and SW1 postcodes.

Development profit on cost

The value of the development at completion, less the value

of the land at the point of development commencement

and costs to construct (including finance charges,

letting fees, void costs and marketing expenses).

Development profit on cost %

The development profit on cost divided by the land

value at the point of development commencement

together with the costs to construct.

Earnings Per Share (EPS)

Profit after tax divided by the weighted average

number of ordinary shares in issue.

EPRA metrics

Standard calculation methods for adjusted EPS and NAV

and other operating metrics as set out by the European

Public Real Estate Association (EPRA) in their Best Practice

and Policy Recommendations.

EPRA Net Disposal Value (NDV)

Represents the shareholders’ value under a disposal

scenario, where deferred tax, financial instruments and

certain other adjustments are calculated to the full extent

of their liability, net of any resulting tax. Diluted net assets

per share adjusted to remove the impact of goodwill

arising as a result of deferred tax and fixed interest

rate debt.

EPRA Net Reinstatement Value (NRV)

Represents the value of net assets on a long-term basis.

Assets and liabilities that are not expected to crystallise

in normal circumstances, such as the fair value movements

on financial derivatives, real estate transfer taxes and

deferred taxes on property valuation surpluses, are

therefore excluded.

EPRA Net Tangible Assets (NTA)

Assumes that entities buy and sell assets, thereby

crystallising certain levels of unavoidable deferred

tax. Diluted net assets per share adjusted to remove

the cumulative fair value movements on interest-rate

swaps and similar instruments, the carrying value of

goodwill arising as a result of deferred tax and other

intangible assets.

Estimated rental value (ERV)

The market rental value of lettable space as estimated

by the Group’s valuers at each balance sheet date.

Fair value – investment property

The amount as estimated by the Group’s valuers

for which a property should exchange on the date of

valuation between a willing buyer and a willing seller in an

arm’s-length transaction after proper marketing wherein

the parties had each acted knowledgeably, prudently

and without compulsion. In line with market practice,

values are stated net of purchasers’ costs.

Ready to fit

For businesses typically taking larger spaces on longer

leases who want to fit out the space themselves.

Fitted spaces

Where businesses can move into fully furnished, well

designed workspaces, with their own front door, furniture,

meeting rooms, kitchen and branding.

Fully Managed

Fitted space where GPE handles all day-to-day services

and running of the workplace in one monthly bill.

Flex space partnerships

Revenue share agreements with flexible space operators;

these are typically structured via lease arrangements

with the revenue share recognised within rental income.

Full repairing and Insuring (FRI) lease

In an FRI lease, the customer is responsible for managing

the space they occupy, including all costs associated

with repairing and maintaining the property, as well as

obtaining insurance coverage.

IFRS

United Kingdom adopted international

accounting standards.

Internal rate of return (IRR)

The rate of return that if used as a discount rate and

applied to the projected cash flows that would result

in a net present value of zero.

Glossary

198 Great Portland Estates plc Annual Report 2024

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Like-for-like (Lfl)

The element of the portfolio that has been held for the

whole of the period of account.

MSCI

Morgan Stanley Capital International (MSCI) is a

company that produces an independent benchmark

of property returns.

EPRA Loan-to-Value (LTV)

The nominal value of total bank loans, private placement

notes, debenture stock and any net liabilities/assets,

net of cash (including our share of joint ventures balances),

expressed as a percentage of the market value of the

property portfolio (including our share of joint ventures).

MSCI central London

An index, compiled by MSCI, of the central and inner

London properties in their March annual valued universes.

Net assets per share or net asset value (NAV)

Equity shareholders’ funds divided by the number

of ordinary shares at the balance sheet date.

Net debt

The book value of the Group’s bank and loan facilities,

private placement notes and debenture loans plus the

nominal value of the convertible bond less cash and

cash equivalents.

Net gearing

Total Group borrowings at nominal value plus obligations

under occupational leases less short-term deposits

and cash as a percentage of equity shareholders’ funds

adjusted for value of the Group’s pension scheme,

calculated in accordance with our bank covenants.

Net initial yield

Annual net rents on investment properties as a percentage

of the investment property valuation having added

notional purchasers’ costs.

Net rental income

Gross rental income adjusted for the spreading of lease

incentives less expected credit losses for rental income

and ground rents.

Non-PIDs

Dividends from profits of the Group’s taxable

residual business.

Property costs

Service charge and Fully Managed services income less

service charge expenses, Fully Managed services cost,

other property expenses and expected credit losses

for service charges.

Property Income Distributions (PIDs)

Dividends from profits of the Group’s tax-exempt

property rental business.

PMI

Purchasing Managers Index.

REIT

UK Real Estate Investment Trust.

Rent roll

The annual contracted rental income.

Reversionary potential

The percentage by which ERV exceeds rent roll on

let space.

Topped-up initial yield

Annual net rents on investment properties as a percentage

of the investment property valuation having added

notional purchasers’ costs and contracted uplifts from

tenant incentives.

Total potential future growth

Portfolio rent roll plus the ERV of void space, space under

refurbishment and the committed development schemes,

expressed as a percentage uplift on the rent roll at the

end of the period.

Total Accounting Return (TAR)

The growth in EPRA NTA per share plus ordinary dividends

paid, expressed as a percentage of EPRA NTA per share

at the beginning of the period.

Total Property Return (TPR)

Capital growth in the portfolio plus net rental income

derived from holding these properties plus profit on sale

of disposals expressed as a percentage return on the

period’s opening value.

Total Shareholder Return (TSR)

The growth in the ordinary share price as quoted on the

London Stock Exchange, plus dividends per share received

for the period expressed as a percentage of the share

price at the beginning of the period.

199Annual Report 2024 Great Portland Estates plc

Other information

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True equivalent yield

The constant capitalisation rate which, if applied to all

cash flows from an investment property, including current

rent, reversions to current market rent and such items

as voids and expenditures, equates to the market value

having taken into account notional purchasers’ costs.

Assumes rent is received quarterly in advance.

Ungeared IRR

The ungeared internal rate of return (IRR) is the interest

rate at which the net present value of all the cash flows

(both positive and negative) from a project or investment

equal zero, without the benefit of financing. The internal

rate of return is used to evaluate the attractiveness of

a project or investment.

EPRA vacancy rate

The element of a property which is unoccupied, expressed

as the ERV of the vacant space divided by the ERV of the

total portfolio, excluding committed developments.

Weighted Average Unexpired Lease Term (WAULT)

The Weighted Average Unexpired Lease Term expressed

in years.

Whole life surplus

The value of the development at completion, less the

value of the land at the point of acquisition and costs

to construct (including finance charges, letting fees,

void costs and marketing expenses), plus any income

earned over the period.

Glossary continued

200 Great Portland Estates plc Annual Report 2024

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Shareholder enquiries

Enquiries relating to shareholdings, such as the transfer

of shares, change of name or address, lost share certificates

or dividend cheques, should be referred to the Company’s

Registrar at:

Equiniti Limited

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

Tel: +44 (0) 371 384 2030

(Lines are open 8.30am to 5.30pm, Monday to Friday,

excluding bank holidays in England and Wales).

See help.shareview.co.uk for additional information.

Managing your shares online

Shareholders and employees can manage their

Great Portland Estates plc holdings online by registering

with Shareview, a secure online platform provided by

Equiniti Limited. Registration is a straightforward process

and allows shareholders to:

– access information on their shareholdings, including

share balance and dividend information;

– sign up for electronic shareholder communications;

– buy and sell shares;

– update their records following a change of address;

– have dividends paid into their bank account; and

– vote by proxy online in advance of general meetings

of the Company.

Electronic communication

Shareholders are encouraged to elect to receive all

shareholder documentation electronically by registering

with Shareview at www.shareview.co.uk. Shareholders

who have registered for this option will receive an email

notification when shareholder documents are available

on the Company’s website and a link will be provided

to that information.

When registering, shareholders will need their shareholder

reference number, which can be found on their share

certificate or proxy form.

Equiniti Limited offers a range of shareholder information

and services online at www.shareview.co.uk

For deaf and speech impaired customers, Equiniti welcomes

calls via Relay UK. Please see www.relayuk.bt.com for

more information.

Unsolicited telephone calls – boiler room scams

In recent years, some of our shareholders have received

unsolicited telephone calls or correspondence concerning

investment matters from organisations or persons

claiming or implying that they have some connection

with the Company.

These are typically from overseas based ‘brokers’ who target

UK shareholders offering to sell them shares that often turn

out to be worthless or non-existent, or an inflated price for

shares they own. These operations are commonly known as

‘boiler rooms’. Shareholders are advised to be very wary of

any offers of unsolicited advice, discounted shares, premium

prices for shares they own or free reports into the Company.

If you receive any unsolicited investment advice:

– ensure you get the correct name of the person and firm;

– check that the firm is on the Financial Conduct Authority

(FCA) Register to ensure they are authorised at

https://register.fca.org.uk;

– use the details on the FCA Register to contact the firm;

– call the FCA Consumer Helpline (0800 111 6768) if there

are no contact details in the Register or you are told

they are out of date; and

– if the calls persist, hang up.

If you use an unauthorised firm to buy or sell shares, you will

not have access to the Financial Ombudsman Service or the

Financial Services Compensation Scheme.

Dividends

Dividends can be paid by BACS directly into a UK bank

account, with the dividend confirmation being sent to the

shareholder’s address. This is the easiest way for shareholders

to receive dividend payments and avoids the risk of lost or

out-of-date cheques. A dividend mandate form is available

from Equiniti Limited or online at www.shareview.co.uk/info/

directdividends

Dividends payable in foreign currencies

Equiniti is able to pay dividends to shareholder bank accounts

in over 83 currencies worldwide through the Overseas Payment

Service. An administrative fee will be deducted from each

dividend payment. Further details can be obtained from

Equiniti or online at www.shareview.co.uk/info/ops

Dividend Reinvestment Plan

Our Dividend Reinvestment Plan (DRIP) enables shareholders

to use their dividends to buy further Great Portland Estates plc

shares. Full details of the DRIP can be obtained from Equiniti

Limited or online at www.shareview.co.uk/info/drip

Shareholders’ information

201Annual Report 2024 Great Portland Estates plc

Other information

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Shareholders’ information continued

Tax consequences of REIT status

As a REIT, dividend payments may be split between PIDs and

non-PIDs. Information in respect of the tax consequences

for shareholders of receiving dividends can be found on

the Company’s website at www.gpe.co.uk/investors/

shareholder-information/reits

Share dealing

Great Portland Estates plc shares can be traded through

most banks, building societies or stockbrokers. Equiniti Limited

offers a telephone and internet dealing service. Terms and

conditions and details of the commission charges are

available on request.

For telephone dealing, please telephone 0345 603 7037

between 8.00am and 4.30pm, Monday to Friday (excluding

bank holidays in England and Wales), and for internet dealing

visit www.shareview.co.uk/dealing

Shareholders will need their reference number, which can

be found on their share certificate.

Website

The Company has a corporate website, which holds, amongst

other information, a copy of our latest Annual Report and

financial statements, a list of properties held by the Group

and copies of all press announcements released over the

last 12 months. The site can be found at www.gpe.co.uk

General Counsel & Company Secretary

Darren Lennark

Registered office

33 Cavendish Square

London W1G 0PW

Tel: 020 7647 3000

Registered number: 596137

202 Great Portland Estates plc Annual Report 2024

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2024

30 May

Ex-dividend date for 2023/24 final dividend

31 May

Registration qualifying date for 2023/24 final dividend

4 July

Annual General Meeting

8 July

2023/24 final dividend payable

14 November

Announcement of 2024/25 interim results (provisional)

21 November

Ex-dividend date for 2024/25 interim dividend (provisional)

1

22 November

Registration qualifying date for 2024/25

interim dividend (provisional)

1

2025

3 January

2024/25 interim dividend payable (provisional)

1

21 May

Announcement of 2024/25 full-year results (provisional)

1, 2

1.  Provisional dates will be confirmed in the half-year results

announcement 2025. All dividends are subject to the Board’s

recommendation (and also, in the case of the final dividend,

to shareholder approval) at the appropriate time.

2.  The timetable for the potential final dividend will be confirmed

in the 2025 Annual Report.

Financial calendar

203Annual Report 2024 Great Portland Estates plc

Other information

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204 Great Portland Estates plc Annual Report 2024

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Great Portland Estates plc

33 Cavendish Square, London W1G 0PW

Tel: 020 7647 3000

www.gpe.co.uk