Financial Markets Conduct Act 2013

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COVENANT TRUSTEE SERVICES LIMITED


GOODMAN (NZ) LIMITED


GOODMAN PROPERTY TRUST -
UNIT TRUST DEED

Consolidated with
amendments of 1 April 2005,
25 August 2005, 1 March
2006, 21 September 2006,
30 March 2007, 29 June
2007, 30 November 2007,
28 February 2008, 12 June
2008, 5 August 2014,5
August 2014, 23 March 2016
and 16 November
2016

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i
CONTENTS
SECTION 1: INTERPRETATION ..................................................................................................... 1

1. INTERPRETATION .................................................................................................................... 1
SECTION 2: CONSTITUTION OF TRUST ...................................................................................... 8
2. CONSTITUTION OF TRUST ..................................................................................................... 8
3. LISTING RULES ......................................................................................................................... 8
SECTION 3: ISSUE OF UNITS ........................................................................................................ 9
4. OFFER OF UNITS ...................................................................................................................... 9
5. ISSUE OF UNITS ....................................................................................................................... 9
SECTION 4: REGISTER, JOINT UNIT HOLDERS AND SALE OF SMALL PARCELS ............... 10
6. REGISTER ............................................................................................................................... 10
7. JOINT UNIT HOLDERS, SALE OF SMALL PARCELS, CONSOLIDATION AND DIVISION . 11
SECTION 5: REDEMPTION, REPURCHASE, TRANSFER AND TRANSMISSION OF UNITS .. 13
8. REDEMPTION OR REPURCHASE OF UNITS ....................................................................... 13
9. TRANSFER OF UNITS ............................................................................................................ 16
10. TRANSMISSION OF UNITS .................................................................................................... 17
SECTION 6: PARTLY PAID UNITS AND FORFEITURE ............................................................... 18
11. PARTLY PAID UNITS AND FORFEITURE ............................................................................. 18
SECTION 7: INVESTMENTS AND VALUATIONS ........................................................................ 20
12. INVESTMENT........................................................................................................................... 20
13. VALUATIONS ........................................................................................................................... 21
SECTION 8: FINANCIAL STATEMENTS AND THE AUDITOR .................................................... 23
14. RECORDS AND FINANCIAL STATEMENTS ......................................................................... 23
15. THE AUDITOR ......................................................................................................................... 24
SECTION 9: INCOME AND DISTRIBUTIONS TO UNIT HOLDERS ............................................ 24
16. INCOME AND DISTRIBUTIONS TO UNIT HOLDERS ........................................................... 24
SECTION 10: THE MANAGER ...................................................................................................... 26
17. MANAGER'S POWERS ........................................................................................................... 26
18. FEES AND EXPENSES - MANAGER ..................................................................................... 29
19. REMOVAL AND RETIREMENT OF MANAGER ..................................................................... 39
SECTION 11: THE SUPERVISOR ................................................................................................ 42
20. SUPERVISOR'S POWERS ...................................................................................................... 42
21. FEES AND EXPENSES - SUPERVISOR ................................................................................ 44
22. REMOVAL AND RETIREMENT OF SUPERVISOR ................................................................ 45
SECTION 12: PROVISIONS RELATING TO SUPERVISOR AND MANAGER ........................... 45
23. INDEMNITY AND RESPONSIBILITIES ................................................................................... 45
SECTION 13: MEETINGS .............................................................................................................. 49
24. MEETINGS OF UNIT HOLDERS ............................................................................................. 49

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25. UNIT HOLDER PROPOSALS .................................................................................................. 55
SECTION 14: MISCELLANEOUS .................................................................................................. 56
26. TERMINATION ......................................................................................................................... 56
27. AMENDMENTS ........................................................................................................................ 57
28. NOTICES TO UNIT HOLDERS ................................................................................................ 58
29. NOTICE TO MANAGER AND SUPERVISOR ......................................................................... 59
30. UNIT HOLDERS BOUND ......................................................................................................... 59
31. LIMITATION OF LIABILITY OF UNIT HOLDERS .................................................................... 59
32. INSPECTION OF DEED........................................................................................................... 59
33. MONEY PAYABLE TO UNIT HOLDERS ................................................................................. 59
34. UNCLAIMED PAYMENTS ....................................................................................................... 60
35. SEVERANCE............................................................................................................................ 60
36. CONTRACTS (PRIVITY) ACT 1982 ........................................................................................ 60
37. GOVERNING LAW ................................................................................................................... 60
38. COUNTERPARTS .................................................................................................................... 61
SCHEDULE APPLICABLE WHERE UNITS QUOTED ................................................................... 63

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DEED dated 23 April 1999.
Consolidated with amendments of 1 April 2005, 25 August 2005, 1 March 2006, 21 September
2006, 30 March 2007, 29 June 2007, 30 November 2007, 28 February 2008, 12 June 2008, 5
August 2014,5 August 2014 and 23 March 2016.
PARTIES
COVENANT TRUSTEE SERVICES LIMITED, a company incorporated in New Zealand
("Supervisor")

GOODMAN (NZ) LIMITED, a company incorporated in New Zealand ("Manager")

INTRODUCTION
A The Manager manages a property unit trust known as "Goodman Property Trust".
B The Supervisor acts as trustee and supervisor of the Trust for the benefit of the Unit
Holders on the terms and conditions set out in this deed.
C This deed records the terms and conditions under which the Trust is constituted and is
to be administered.
BY THIS DEED the parties agree as follows:
SECTION 1: INTERPRETATION
1. INTERPRETATION
1.1 Definitions: In this deed unless the context requires otherwise:
"Act" means the Financial Markets Conduct Act 2013 and regulations made under that
Act (including the Financial Markets Conduct Regulations 2014).
"Assets" means all the property, rights and assets of the Trust.
"associate" has the meaning given to that term in section 12 of the Act.
"Auditor" means the person or persons for the time being appointed as auditor of the
Trust pursuant to this deed.
"Authorised Investments" means, subject to any express limitation in this deed and
any supplemental deed, any cash, property (as defined in the Trustee Act 1956),
securities, right (contractual or otherwise) or interest which satisfies the requirements of
the Statement of Investment Policy and Objectives.
"Base Fee" means the fee calculated in accordance with clause 18.3.
"Board" means the board of Directors of the Manager.
"Business Day" means a day on which NZX is open for trading.
"Derivative Transaction" means an agreement which establishes rights and obligations
to some underlying instrument, investment, currency, product, index, right or service.

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"Distributable Amount" means the amount determined by the Manager as being the
amount to be distributed for a Financial Year.
"Distribution Account" means the account to which amounts may be transferred
pursuant to clause 16.2.
"Employee" includes an employee or officer of the Manager or any of the Subsidiaries
of the Trust or the Manager, a labour only contractor, consultant, or consultant company
who or which contracts with the Manager or any of the Subsidiaries of the Trust or the
Manager, any trustee or trustees on behalf of any of the above employees or officers,
and any trustee or trustees of or in respect of any pension, superannuation or like fund
established for the benefit of any of the above employees or officers.
"Equity Security" means an Equity Security (as defined in the Listing Rules) of the
Trust issued, or to be issued, by the Manager (as the context requires).
"Extraordinary Resolution" means a Resolution approved by Unit Holders holding
Units with a combined value of no less than 75% of the value of the Units of the Trust
held by those persons who are entitled to vote and vote on the question.
"Final Distributable Amount" means the Distributable Amount of the Trust in respect of
a Financial Year less the sum of Interim Distributions in respect of that Financial Year
under clause 16.3.
"Financial Statements" means the financial statements referred to in section 8 of this
deed, which shall be prepared in accordance with that section, the Financial Reporting
Act 2013, the Act, and any other relevant statutory requirements and shall be varied,
augmented or limited as is considered necessary by the Manager.
"Financial Year" means a year ending on such date as the Manager nominates and the
Supervisor agrees, or that part of such a year occurring at the commencement or
termination of the Trust.
"FMA" means the Financial Markets Authority.
"GST" means goods and services tax chargeable in accordance with the Goods and
Services Act 1985.
"Interim Distribution" means the amount or amounts determined by the Manager to be
distributed under clause 16.3.
"Interim Distribution Period" means a period determined by the Manager and notified
to the Supervisor commencing on the first day of, or during, a Financial Year and ending
during, but not on the last day of, that Financial Year.
"Issue Price" means:
(a) in the case of Units issued pursuant to clause 18.8, the issue price per Unit
determined pursuant to that clause;
(b) in the case of Units offered to existing Unit Holders (other than (if the Units are
Quoted) Unit Holders resident outside of New Zealand who are excluded from
the offer by the Manager to avoid a risk of breaching the laws of the relevant
overseas country where such Unit Holders hold, in aggregate, no more than
2% of the Units then on issue) on a pro rata basis (including as part of a
distribution reinvestment scheme) and Units taken up by an underwriter of such
an offer, such amount as the Manager may decide, provided that where Unit
Holders are excluded from the offer pursuant to this paragraph (b), the Issue

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Price per Unit shall not be less than 95% of an amount determined by the
Manager under paragraph (c)(ii) of this definition;
(c) subject to the Listing Rules, if applicable, in all other cases, such amount as is
approved by Unit Holders by Extraordinary Resolution, or an amount
determined by the Manager as follows:
(i) if the Units are not Quoted, NAV + TC;
where:
NAV = the Net Asset Value of the Trust calculated on the latest
practical Business Day before Units are issued (where the
Units are not Quoted) or on a date selected by the Manager
which is no more than 30 Business Days before the date of
issue (where the Units are Quoted), divided by the
aggregate number of Units on issue on that date;
TC = the Manager's estimate of the total cost of acquiring the
Assets (or such lesser amount, including zero, as the
Manager determines), divided by the aggregate number of
Units on issue on the date used to calculate the relevant
NAV;
(ii) if the Units are Quoted, an amount determined by the Manager which
is not less than the lower of the amount calculated according to the
formula above and an amount equal to the Market Value of a Unit
plus TC.
"Liabilities" means all liabilities of the Trust (including liabilities accrued but not yet
paid) and any provision which the Manager decides in consultation with the Auditor
should be taken into account in determining the liabilities of the Trust.
"Listing Rules" means the official listing rules of NZX and any other rules of NZX which
are applicable, except to the extent of any express written waiver or ruling from NZX.
"Group" means the group of companies of which the Manager is a member.
(a)
"Manager" means the manager of the Trust for the time being appointed under the
provisions of this deed.
"Market Rate" means the average mid rate for bills of exchange which have a tenor of
90 days which is displayed on the "BKBM" page of the Reuters monitor system on the
first day of the period for which the rate is to be determined, or if there is a manifest error
in the calculation of that average rate or it is not displayed by 10.30am on that day, then
the rate specified in good faith by the Manager as the average rate for bills of that tenor
and offered by at least 4 leading financial institutions in New Zealand on that date
(whether such bids and offers are displayed on the "BKBM" page or otherwise
evidenced).
"Market Value of a Unit" means the amount ascertained by the Manager as the
estimated market value of a Unit by reference to the weighted average of the prices for
Units on the 5 trading days of the NZSX immediately preceding a date selected by the
Manager which is no more than 30 Business Days before the date of issue.
"Minimum Parcel" means while the Trust is not Listed, such amount or amounts as the
Manager may determine in respect of the Trust (with the approval of the Supervisor if

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such amount is to exceed 1,000 Equity Securities) and while the Trust is Listed means
the Minimum Holding (as defined in the Listing Rules).
"Net Accounting Income" means the net accounting income of the Trust, determined in
accordance with generally accepted accounting practice:
(a) plus any amount which the Manager transfers from a reserve or releases from
undistributed income; and
(b) less any amount which:
(i) the Manager transfers to a reserve or otherwise retains as
undistributed income; or
(ii) the Manager applies against the recoupment of accumulated losses,
and the Manager (in consultation with the Auditor) is to decide:
(c) the classification of any item as being on income or capital account; and
(d) the extent to which reserves or provisions need to be made.
"Net Asset Value" means such amount as is from time to time ascertained by the
Manager using the following formula:
NAV = A - L
where:
A = the Value of all Assets and any other amounts which, in the opinion of the
Manager, should be included for the purpose of making a fair and reasonable
determination of the total value of the Trust having due regard to generally
accepted accounting practice as defined in the Financial Reporting Act 2013 in
respect of the financial statements of the Trust;
L = all Liabilities and any other amounts which, in the opinion of the Manager
should be included in such aggregate for the purpose of making a fair and
reasonable determination of the total net value of the Trust having due regard
to generally accepted accounting practice as defined in the Financial Reporting
Act 2013 in respect of the financial statements of the Trust, but, for the
avoidance of doubt, does not include any amount included in TC in the
definition of Issue Price or Repayment Price when NAV is being calculated to
determine such prices.
"NZSX" means the main board equity security market operated by NZX.
"NZX" means NZX Limited and its successors and assigns, and as the context permits
includes any duly authorised delegate of NZX (including the NZ Markets Disciplinary
Tribunal).
"Ordinary Resolution" means a Resolution approved by a simple majority of the votes
cast by those persons who are entitled to vote and vote on the question.
"Performance Fee" means the fee calculated in accordance with clauses 18.4 to 18.6.
"Prospectus" means the most recent prospectus, product disclosure statement or other
offering document pursuant to which Units are offered.

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"Quarter" means a period of 3 calendar months ending on 31 March, 30 June, 30
September and 31 December in each year, or that part of such a period occurring at the
commencement or termination of the Trust.
"Quotation" means, in relation to a Class of Securities of the Trust, the right of Trading
Participants to quote bids and offers for that Class of Securities on NZX, and "Quote"
and "Quoted" have corresponding meanings.
"Record Date" means a time and date determined by the Manager for the purpose of
determining the persons to whom an entitlement, right or obligation relating to a Unit
shall apply.
"Redemption Notice" means a notice received by the Manager pursuant to clause 8.3.
"Register" means the register of Unit Holders maintained pursuant to clause 6.1.
"Registrar" means any person appointed by the Manager pursuant to clause 6.2.
"Related Person" means in relation to the Manager or the Supervisor, as the case may
be:
(a) a Related Body Corporate of the Manager or the Supervisor as defined in
section 12(2) of the Act;
(b) any director or shareholder of the Manager or the Supervisor;
(c) a grandparent, parent, brother, sister, brother in law, sister in law, child, child's
spouse, grandchild or grandchild's spouse of any director of the Manager or
the Supervisor;
(d) any person in which a person referred to in paragraph (b) or (c) above has a
material financial interest; or
(e) any unit trusts, group investments funds or similar schemes managed by the
Manager, or by any Related Body Corporate of the Manager as defined in
section 12(2) of the Act.
"Repayment Price" means the amount payable to a Unit Holder upon a redemption or a
repurchase of a Unit, determined under clauses 8.1 or 8.7.
"Request Date" means the date on which the Manager receives the Redemption Notice.
"Required Majority" except where this deed, the law or the Listing Rules require
otherwise, means a simple majority and in all other circumstances means the majority
required by this deed, the law or the Listing Rules, as the case may be.
"Resolution" means:
(a) a resolution passed by the Required Majority at a meeting of Unit Holders held
in accordance with this deed; or
(b) a resolution in writing signed by Unit Holders holding the Required Majority of
the Units in the Trust.
"Security" means a Security (as defined in the Listing Rules) of the Trust issued, or to
be issued, by the Manager (as the context requires).

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"Special Resolution" means a resolution passed by a majority of 75% of Votes of
holders of Equity Securities entitled to vote and voting.
"Statement of Investment Policy and Objectives" means the statement in relation to
investment policies and other matters affecting the financial position in respect of the
Trust adopted from time to time in accordance with clause 12.2.
"Subscription Amount" means in respect of an application for a Unit, the Issue Price
less the Unpaid Amount.
"Suspension Notice" means a notice given by the Manager under clause 8.21.
"Tax" means all kinds of taxes, deductions, duties and charges imposed by a
government or quasi government authority, together with interest and penalties.
"Tax Act" means the Income Tax Act 2007.
"Trust" means the trust constituted under this deed.
"Supervisor" means the trustee and supervisor of the Trust for the time being appointed
under the provisions of this deed and, in respect of the Assets, includes any nominated
company of the Supervisor.
"Unit" means subject to any rights, obligations and restrictions attaching to any
particular Units or Class of Units, an undivided share in the beneficial interest in the
Trust as provided in this deed.
"Unit Holder" means the person registered as the holder of a Unit (including persons
jointly registered).
"Unpaid Amount" means in respect of a Unit, the amount of the Issue Price which has
not been paid under this deed.
"Valuation Date" means a date at which the Manager calculates the Net Asset Value, or
the Issue Price, as the case may be.
"Valuation Register" means the valuation register referred to in clause 13.1.
"Value" means in relation to an Asset of or to be acquired by a Trust, the value shown in
the Valuation Register or if its value is not shown in the Valuation Register, the value
determined in accordance with clause 13.
"Valuer" means an independent qualified valuer appointed by the Manager from a panel
of valuers approved by the Supervisor.
"Working Day" has the same meaning in this deed as the term "working day" has in the
Act.
1.2 Construction: In the construction of this deed, unless the context requires otherwise:
(a) Business Days: anything required by this deed to be done on a day which is
not a Business Day may be done effectually on the next Business Day;
(b) Clauses and Schedules: a reference to a clause or a schedule is to a clause
or schedule of this deed, and a reference in a schedule to a clause is a
reference to a clause in that schedule;
(c) Currency: a reference to any monetary amount is to New Zealand currency;

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(d) Defined Terms: words or phrases appearing in this deed with capitalised
initial letters are defined terms and have the meaning given to them in this
deed, or if not defined in this deed, have the meaning given to them in the
Listing Rules (with such amendments as may be necessary so they are
applicable to unit trusts, in lieu of companies);
(e) Documents: a reference to any document, including this deed, includes a
reference to that document as amended or replaced from time to time;
(f) Fees: where this deed provides that any fees, expenses, or other amounts
shall be payable to the Supervisor, the Manager, or any other person, the
amounts payable shall be increased by the amounts of any GST or other Tax
or duty payable in respect thereof;
(g) Headings: headings appear as a matter of convenience and do not affect the
construction of this deed;
(h) Negative Obligations: a reference to a prohibition against doing any thing
includes a reference to not permitting, suffering or causing that thing to be
done;
(i) Parties: a reference to a party to this deed or any other document includes
that party's personal representatives/successors and permitted assigns;
(j) Person: a reference to a person includes a corporation sole and also a body
of persons, whether corporate or unincorporate;
(k) Related Terms: where a word or expression is defined in this deed, other
parts of speech and grammatical forms of that word or expression have
corresponding meanings;
(l) Schedule: the schedule forms part of this deed;
(m) Singular, Plural and Gender: the singular includes the plural and vice versa,
and words importing one gender include the other genders;
(n) Statutes and Regulations: a reference to an enactment or any regulations or
to the Listing Rules is a reference to that enactment or those regulations or to
the Listing Rules as amended, or to any enactment or regulations or Listing
Rules substituted for that enactment, those regulations, or those Listing Rules;
(o) Time: a reference to time is to New Zealand time; and
(p) Writing: a reference to "written" or "in writing" includes all modes of presenting
or reproducing words, figures and symbols in a tangible and permanently
visible form.
1.3 Parties bound: This deed binds the Supervisor, the Manager and the Unit Holders and
any person claiming through any of them as if each of them had been a party to this
deed.
1.4 Exchange of Currencies: Where, for the purposes of any provision of this deed, it is
necessary to determine the New Zealand currency equivalent of a sum expressed in a
non-New Zealand currency (or a non-New Zealand currency equivalent of a sum
expressed in New Zealand currency) such sum shall, unless otherwise agreed in writing
by the Supervisor eit her generally or in any particular case, be converted to New
Zealand currency (or the non-New Zealand currency, as the case may be) on such basis
as is from time to time acceptable to the Manager provided always that in so

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determining a currency equivalent of any Asset or Liability, account may be taken of any
contract or arrangement in force for covering the risk of fluctuations between New
Zealand currency and the non-New Zealand currency in respect of the Asset or Liability.
1.5 Governing law: This deed is governed by the laws of New Zealand.
SECTION 2: CONSTITUTION OF TRUST
2. CONSTITUTION OF TRUST
2.1 Appointment of Supervisor: The Supervisor is appointed supervisor of the Trust and
agrees to act in respect of the Trust as supervisor for the Unit Holders, and to hold the
Assets as the exclusive property of the Trust in trust solely for the Unit Holders, upon
and subject to the terms and conditions expressed or implied in this deed and the Act.
2.2 Appointment of Manager: The Manager is appointed manager of the Trust (the
Supervisor's approval to such appointment having been received), and the Manager
agrees to act as the manager upon and subject to the terms and conditions expressed
or implied in this deed and the Act, and to observe and perform its obligations under this
deed and the Act.
2.3 Name: The Trust shall be known as the 'Goodman Property Trust'. Notwithstanding
any name given to the Trust pursuant to this deed, the Manager may, subject to
compliance with all legal and regulatory requirements, change the name of the Trust by
written notice to the Supervisor.
2.4 Units: The beneficial interests in the Trust shall be divided into Units. Each Unit shall
be of equal value and shall confer an equal interest in the Trust, subject to any rights,
obligations and restrictions attaching to any particular Units or Class of Units. No Unit
shall confer any interest in any particular part of the Trust or in any Asset.
2.5 Rights not attaching to Units: Subject to the Unit Holders' rights created by this deed
and the Act, no Unit Holder shall be entitled to:
(a) require the transfer to him or her of any of the Assets; or
(b) interfere with or question the exercise or non-exercise by the Supervisor or the
Manager of the rights and powers of the Supervisor and the Manager in their
dealings with the Trust or the Assets or any part thereof; or
(c) by virtue of holding Units, attend meetings whether of Unit Holders or otherwise
or vote or take part in or consent to any action concerning any property or
corporation in which the Trust holds an interest.
2.6 Classes of Units: Different Classes of Units may be issued with such rights, obligations
and restrictions attaching to the Units of such Classes as the Manager determines and
notifies to the Supervisor. Any such issue is subject to, and must be in accordance with,
the Act and, if relevant, the Listing Rules.
3. LISTING RULES
3.1 Clause 3 prevails: This clause 3 prevails over all other provisions of this deed.
3.2 Quotation: Whilst any Units of a Class of Units are Quoted the provisions of the
Schedule shall apply.

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3.3 Quotation: The Manager may not request of NZX that:
(a) NZX cancel the listing of the Trust on the NZSX; or
(b) any Units of a Class of Units that are Quoted, cease to be Quoted,
unless such request has been approved by:
(c) Unit holders (excluding the Manager, any Associated Person of the Manager
and any other person specified by the NZX) by an Extraordinary Resolution; or
(d) the Supervisor.
3.4 Provisions of the Act to apply: This deed has no effect to the extent that it
contravenes, or is inconsistent with, the Act or any term implied into this deed by the Act
(with the exception of the provisions in Schedule 11 of the Financial Markets Conduct
Regulations 2014, in respect of which clause 24.41 governs inconsistencies between
those provisions and this deed).
SECTION 3: ISSUE OF UNITS
4. OFFER OF UNITS
4.1 Offer of Units: The Manager may from time to time do either or both of the following:
(a) invite applications from any person or persons to subscribe for or purchase
Units; or
(b) offer Units to any person or persons for subscription or purchase;
in either case in compliance with all applicable requirements of the Act, the Listing Rules
and all other applicable legislation, for the Issue Price and on the terms and conditions
contained in this deed and such other terms and conditions (not being inconsistent with
this deed) as are determined by the Manager from time to time.
4.2 Form of application: An applicant for Units must complete any form of application
required by the Manager or by law. The form must be accompanied by payment in a
manner approved by the Manager.
4.3 Manager may refuse application: The Manager may in its absolute discretion accept
or refuse an application for Units in whole or in part without reason.
4.4 Minimum Parcel: Without limiting clause 4.3, the Manager may refuse any application
for Units which is less than a Minimum Parcel.
5. ISSUE OF UNITS
5.1 Manager's power to issue: Subject to the Listing Rules, if applicable, the Manager
may issue Units at any time, to any person, and in any number it thinks fit.
5.2 Units issued must be whole: Fractions of a Unit may not be issued. Subject to clause
7.4, where any calculation under this deed would result in the issue of a fraction of one
Unit, the number of Units to be issued is to be rounded downwards to the nearest whole
Unit. Any excess application or other moneys become an Asset.

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5.3 Issue price: Each Unit shall be issued for an amount in value equal to the Issue Price,
or where the Issue Price is to be partly paid, the Subscription Amount. Payment shall be
in cash, or at the Manager's discretion, may in any particular case be made in whole or
in part by the transfer of:
(a) Authorised Investments of a kind able to be vested in the Supervisor in
accordance with clause 5.4 equal in value to the aggregate Issue Price or,
where the Issue Price is to be partly paid, the aggregate Subscription Amount,
for the Units to be issued; or
(b) a combination of both cash and Authorised Investments, as approved by the
Manager, equal in value to the aggregate Issue Price or, where the Issue Price
is to be partly paid, the aggregate Subscription Amount, for the Units to be
issued.
5.4 Non-cash payment: If the Manager accepts payment in property rather than cash, the
Manager must obtain:
(a) an effective transfer to the Supervisor of title to the property, confirmed in a
manner approved by the Supervisor; and
(b) if the Supervisor so requires, a valuation by a Valuer of the property.
The Manager may deduct from the value of the property, before the number of Units to
be issued is calculated, any costs incurred, or to be incurred, in valuing and transferring
the property.
5.5 Brokerage: The Manager may pay, as an expense of the Trust, brokerage and/or trail
commission on the issue of Units at a rate set by the Manager.
5.6 Issue date: Units are taken to be issued when:
(a) the Manager accepts the application; or
(b) the consideration against which Units are to be issued is transferred to the
Supervisor,
whichever happens later. Units issued against consideration paid other than in cleared
funds or by the transfer of property are void if the money is not subsequently cleared.
SECTION 4: REGISTER, JOINT UNIT HOLDERS AND SALE OF SMALL PARCELS
6. REGISTER
6.1 Register to be Maintained: The Manager shall keep and maintain or cause to be kept
and maintained in respect of the Trust an up-to-date register of Unit Holders. The
Register shall be kept in New Zealand in electronic form or in such other form that the
Manager and the Supervisor may agree from time to time.
6.2 Appointment of Registrar: The Manager may appoint a registrar to maintain the
Register at the expense of the Trust.
6.3 Content of Register: There shall be entered in the Register:
(a) the names and addresses of the Unit Holders;

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(b) the number of Units of each Class and the numbers of the certificates (if any)
issued to each Unit Holder;
(c) the date on which the name of every person was entered in the Register as a
Unit Holder;
(d) the date on which any person ceased to be a Unit Holder; and
(e) any other particulars required by the Act or that the Manager or the Supervisor
may consider desirable to include.
6.4 Right to Inspect the Register: A person shall have the right to inspect the Register in
accordance with the Act provided the Register is not closed pursuant to clause 6.8.
6.5 Audit of Register: The Manager shall cause the Register to be audited annually by the
Auditor and as otherwise required by the Act.
6.6 Register deemed to be accurate: The Supervisor and the Manager (provided in the
case of the Manager that the Manager has exercised reasonable care in appointing a
Registrar):
(a) shall be entitled to rely absolutely on the Register as being correct; and
(b) shall not be required to enquire into the authenticity of the Register; and
(c) shall not incur any liability or responsibility on account of any mistake in the
Register.
6.7 Unit Holders to notify changes: Any change of name or address of any Unit Holder
shall be notified by the Unit Holder in writing, or in any other manner approved by the
Manager, to the Manager or any Registrar who shall alter the Register or cause the
Register to be altered accordingly.
6.8 Closure of Register: Subject to any applicable laws, the Manager may from time to
time close the Register for such period or periods as the Manager may determine,
provided that the Register shall not be closed for a period exceeding 30 days in
aggregate in each year.
6.9 No Equities to be Registered: Neither the Manager nor the Supervisor shall be bound
to see to the performance of any trust (express implied or constructive) or of any charge,
pledge, or equity to which any of the Units or any interest therein are or may be subject,
or to recognise any person as having any interest in any Unit except for the person
recorded in the Register as the Unit Holder, and accordingly no notice of any trust,
charge, pledge or equity shall be entered upon the Register.
6.10 Inspection by Supervisor and Manager: The Supervisor and the Manager may
inspect the Register at any time.
7. JOINT UNIT HOLDERS, SALE OF SMALL PARCELS, CONSOLIDATION AND
DIVISION
7.1 Joint Unit Holders: Where two or more persons are registered as the Unit Holders of
any Unit they shall be deemed to hold the same as joint tenants with benefit of
survivorship subject to the following provisions:

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(a) the Manager shall not be bound to register more than two persons (unless they
are trustees, executors, or administrators of a deceased Unit Holder) as the
Unit Holders of any Unit;
(b) the joint Unit Holders shall be liable severally as well as jointly in respect of all
payments which ought to be made in respect of the Unit;
(c) on the death of any one of such joint Unit Holders, the survivor or survivors of
them shall be the only person or persons recognised by the Manager as having
any title to such Unit, but the Manager may require such evidence of death as it
thinks fit;
(d) any one of such joint Unit Holders may give effectual receipts for any
distribution payable to such joint Unit Holders;
(e) only the person whose name stands first in the Register as one of the joint Unit
Holders shall be entitled to delivery of any certificate relating to such Unit or to
receive notices from the Manager or Supervisor, and any notice given to such
person shall be deemed notice to all the joint Unit Holders; and
(f) at any meeting of Unit Holders any one of such joint Unit Holders may vote
either personally or by duly appointed and authorised representative or any
attorney or proxy in respect of such Unit as if he or she were solely entitled
thereto, provided that if more than one of such joint Unit Holders is present
personally or by duly authorised representative or attorney or proxy then such
one of those joint Unit Holders so present whose name stands first in the
Register in respect of the Unit shall alone be entitled to vote as a Unit Holder of
the Unit.
7.2 Sale by Manager of Small Parcels: The Manager may sell or compulsorily redeem the
Securities of any holder registered with less than the Minimum Parcel prescribed from
time to time. Any such disposition shall be conducted as follows:
(a) the Security holder shall be given not less than 3 months' prior written notice of
the intention to dispose of or redeem the Securities;
(b) if the Security holder has not, on the expiry of that notice, already redeemed or
sold the Securities, or increased its holding so it is no longer less than a
Minimum Parcel, the Manager may cause the Units:
(i) if the Securities are Quoted, to be offered through the NZSX, and sold
at the market price prevailing at the time of the offer;
(ii) if the Securities are not Quoted, to be transferred to applicants for
Securities or redeemed in accordance with clause 8;
(c) promptly after the sale, the Manager shall transfer to the Security holder the
proceeds of the sale or redemption after deduction of any reasonable
expenses of conducting the sale or effecting the redemption.
The Manager and the Supervisor shall have no liability for loss on any sale or
redemption made pursuant to this clause.
7.3 Consolidation or Subdivision of Units: The Manager may at any time, by notice in
writing to the Unit Holders, cause the Units in existence at the date of that notice to be
consolidated or subdivided. Each such notice shall specify:

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(a) the date on which such consolidation or subdivision is to take place (the
"Operative Date"); and
(b) the ratio which the number of Units in existence after the consolidation or
subdivision will bear to the number of Units in existence before the
consolidation or subdivision (the "Ratio").
7.4 Effect of Consolidation or Subdivision: As from the Operative Date, each Unit Holder
shall be deemed to hold a number of Units equivalent to the number held by him or her
before the Operative Date multiplied or divided (as the case may be) by the Ratio. For
this purpose, at the option of the Manager in each case, fractions may be dealt with by
rounding upwards or downwards to the nearest whole number. The Manager shall
make such arrangements as it deems appropriate, following a consolidation or
subdivision, for the cancellation of existing certificates for the Units (if any) and, if the
Trust issues certificates, the issue of new certificates.
SECTION 5: REDEMPTION, REPURCHASE, TRANSFER AND TRANSMISSION OF UNITS
8. REDEMPTION OR REPURCHASE OF UNITS
8.1 Redemption and Repurchase of Units: Subject to the Listing Rules, the Manager
may, but shall not be under any obligation to, repurchase Units or cause the Supervisor
to redeem Units. For so long as the Units are Quoted, it is intended that any repurchase
or redemption of Units shall be limited to discrete transactions or series of transactions
within defined timeframes in accordance with the Listing Rules. Where the Manager
repurchases or causes the redemption of Units while such Units are Quoted, the
Repayment Price shall be set by the Manager but shall not exceed the amount specified
in clause 8.6 unless approved by an Extraordinary Resolution of Unit Holders, and
clauses 8.10, 8.11, 8.13 to 8.20 shall apply accordingly, and clauses 8.2 to 8.9, 8.12 and
8.21 shall not apply. If the Units are not Quoted, and the Manager elects (at its sole
discretion) to permit redemption or repurchase of Units, clauses 8.2 to 8.21 shall apply.
8.2 Number of Units Less than a Minimum Parcel: Where the Manager receives a
Redemption Notice, the Manager may in its sole discretion:
(a) Unless the Redemption Notice relates to all the Units held by a requesting Unit
Holder, refuse to repurchase or cause to be redeemed the Units to which the
Redemption Notice relates in any case where the repurchase or redemption of
less than a Minimum Parcel is requested; and
(b) If the number of Units held by the requesting Unit Holder (after excluding the
number of Units to which the Redemption Notice relates) is less than a
Minimum Parcel, repurchase or cause to be redeemed the balance of Units
held by that Unit Holder as if the request relates to all the Units held by that
Unit Holder.
8.3 Permitted Redemptions to be exercised by notice to Manager: Where a Unit Holder
wishes to redeem Units the Unit Holder shall give the Manager a Redemption Notice (in
such form and with such notice period as may be prescribed by the Manager from time
to time) specifying the number of Units to be redeemed or repurchased or, with the
Manager's approval, the amount of the proceeds which the Unit Holder wishes to
receive from the redemption or repurchase, and accompanied by the certificate (if any)
relating to those Units. A Redemption Notice shall be irrevocable unless the Manager
agrees otherwise.

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8.4 Manager may redeem or repurchase: The Manager may within a reasonable time
after the next Valuation Date following the Request Date, at the election of the Manager,
either:
(a) cause the number (or value) of Units held by the Unit Holder referred to in the
Redemption Notice to be redeemed by the Supervisor out of the Assets; or
(b) repurchase the number (or value) of Units held by the Unit Holder referred to in
the Redemption Notice out of its own funds.
8.5 Amount Payable: Upon the repurchase or redemption of a Unit, the amount payable to
the Unit Holder shall be the Repayment Price of the Unit less any Unpaid Amount and
less any other deductions permitted under this deed. That amount shall be paid to the
Unit Holder within 30 Business Days of the Request Date or on such earlier date as the
Manager may elect.
8.6 Repayment Price: The Repayment Price of a Unit shall be the amount calculated by
the Manager in accordance with the following formula:
NAV - TC
where:
NAV = the Net Asset Value of the Trust calculated on the latest practical Business
Day before the date of repurchase or redemption (where the Units are not
Quoted) or on a date selected by the Manager which is no more than 30
Business Days before the date of repurchase or redemption (where the
Units are Quoted), divided by the aggregate number of Units on issue;
TC = the Manager's estimate of the total cost of selling the Assets (or such
lesser amount, including zero, as the Manager determines), divided by the
aggregate number of Units on issue.
8.7 Fractions of Cents: If the formula in clause 8.6 results in the aggregate Repayment
Price for all the Units being redeemed or repurchased by a Unit Holder including a
fraction of a one half cent or more, the aggregate Repayment Price for all such Units
may be adjusted, at the option of the Manager, to the nearest cent above the aggregate
Repayment Price so calculated, and if the formula results in the aggregate Repayment
Price including a fraction of less than one half cent the aggregate Repurchase Price for
all such Units may be adjusted, at the option of the Manager, to the nearest cent below
the price so calculated.
8.8 Order: Unless the Manager decides otherwise, the first Units issued to a Unit Holder
are the first redeemed or repurchased.
8.9 Delay if Consideration Not Otherwise Received: Where the consideration for Units
has not been received or cleared or transfer has not been completed or the
consideration has been retrieved or reversed, the Manager need not repurchase or
cause redemption of the Units so applied for until such unpaid payment is received by,
transferred to, or such retrieved or reversed amount is repaid to, the Manager.
8.10 Manager entitled to Units on Repurchase: Upon repurchase of any Units by the
Manager, the Manager shall be entitled to the benefit of the Units and may at any time
thereafter resell or redeem such Units subject to the terms of this deed.
8.11 Manager to Notify Supervisor of Election to Redeem: Where the Manager elects to
cause the Units specified in a Redemption Notice to be redeemed, the Manager shall,

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within 10 Business Days of the Request Date, advise the Supervisor of that election and
of the amount to be paid to the Unit Holder and of the date for such payment.
8.12 Manager to use reasonable endeavours to ensure sufficient cash for
Redemptions: The Manager shall use all reasonable endeavours to ensure that a
sufficient amount of the Assets are available in cash to enable any payment for a
redemption to be made.
8.13 Cancellation of Units: Where Units are redeemed, upon payment of the Repayment
Price to the Unit Holder, the number of Units so redeemed shall be cancelled as at the
date of redemption and such Units shall not thereafter be re-issued, but this shall not
restrict the rights of the Manager to create additional and/or to issue further Units in the
Trust.
8.14 Supervisor to Redeem Manager's Units: The Manager may at any time request the
Supervisor to redeem Units which have been or are to be repurchased by the Manager
and the Supervisor shall as soon as practically possible redeem those Units and pay to
the Manager the Repayment Price of the Units. If the application for redemption is
made before the Manager pays the Repayment Price to the Unit Holder, the Supervisor
may pay the Repayment Price directly to the Unit Holder. Any amount that is required to
be paid under this clause shall be paid from cash and, if there is insufficient cash, then
the amount or the balance (as the case may be) shall be paid upon the realisation of
Assets or at such other time as the Supervisor has in respect of the Trust sufficient cash
to meet the obligations under this clause.
8.15 Manager's Statement on Redemption Request: If, at the date the Manager applies to
the Supervisor for redemption, there is likely to be insufficient cash in the Trust to enable
the Supervisor to redeem any Units in respect of which the Manager has applied to the
Supervisor for redemption, then the Manager shall furnish to the Supervisor a statement
in writing:
(a) certifying that there is insufficient cash in the Trust for such purpose;
(b) specifying the amount of cash required to meet such redemption;
(c) certifying that it is either necessary to sell Assets (and, if so, recommending the
Assets to be sold) or alternatively recommending that borrowings be made;
and
(d) advising as to the Net Asset Value of the Trust and the total of all costs and
other disbursements and expenses incurred or expected to be incurred by the
Supervisor and the Manager in the sale by the Supervisor of all Assets
recommended to be sold or in the borrowing to be made (as the case may be).
8.16 Entry on Register: On repurchase or redemption of Units, the Manager shall make an
appropriate entry in the Register in respect of the number of Units which have been
repurchased or redeemed and on redemption shall produce to the Supervisor such
evidence of payment as shall from time to time be required by the Supervisor.
8.17 Sums owed to Manager or Supervisor: The Supervisor must deduct from the
Repayment Price payable to a Unit Holder any unpaid moneys due by the Unit Holder to
the Manager, if the Manager requests, and may deduct such moneys if due to the
Supervisor. The Manager, if paying the Repayment Price, may make such deductions
from the Repayment Price. The Manager at its discretion shall further be entitled to
deduct an amount assessed by the Manager as the value of imputation credits (as
defined in the Tax Act) attached to any redemption amount which is in excess of the Unit
Holder's pro rata share of the Trust's imputation credit account. In the event of any such

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deduction being made, the same shall form part of the Trust. The total amount to be
paid to the Unit Holder shall be rounded downwards to the nearest cent.
8.18 Transfer of Assets: The Manager may direct the Supervisor to transfer Assets to a
Unit Holder, or with the Supervisor's consent to hold Assets on trust solely for a Unit
Holder on such terms as the Supervisor requires, rather than pay cash on the
redemption of Units. These Assets must be of equal value to the Repayment Price less
any deductions permitted by this deed (based on a valuation done by a Valuer within
one month before the date of the proposed transfer), provided that the amount of any
costs paid by or on behalf of the Unit Holder relating to the transfer may be deducted
from such value. The costs of the valuation will be an expense of the Trust.
8.19 Payment in cash: For any proceeds of redemption or repurchase paid in cash,
payment in accordance with the Unit Holder's instructions or, in the absence of any
instructions, by cheque posted to the address of the Unit Holder specified in the Register
shall constitute valid payment and shall discharge the Manager and the Supervisor from
any further payment obligation.
8.20 Payment other than in cash: For proceeds of redemption or repurchase paid by
transferring Assets, payment by transferring such Assets into the name of or to the order
of the Unit Holder shall constitute valid payment and shall discharge the Manager and
the Supervisor from any further payment obligation.
8.21 Suspension of Repayment: Notwithstanding the foregoing, if for any good reason
reasonably determined by the Manager, the Manager shall form the opinion that it is not
desirable, or would be prejudicial to the interests of Unit Holders as a whole, for the
Manager to repurchase or the Supervisor to redeem Units, then the Manager may give
notice to that effect to any Unit Holder who gives or has given a Redemption Notice. A
Suspension Notice shall have the effect of suspending the operation of all Redemption
Notices relating to the Trust until:
(a) the Manager gives to the Unit Holders who gave those Redemption Notices
notice to the effect that the Suspension Notice is cancelled; or
(b) such date as is approved by a Resolution of Unit Holders,
whichever is the earlier. Where a Suspension Notice has been given pursuant to this
clause 8.21 and not cancelled within 14 days of such Suspension Notice, the Manager
shall notify all Unit Holders of the giving of such Suspension Notice. Where a
Suspension Notice has not been cancelled within 6 months after the last notice to Unit
Holders has been given pursuant to this clause 8.21, the Manager shall notify all Unit
Holders of the continuance of such Suspension Notice's effect.
9. TRANSFER OF UNITS
9.1 Instrument of Transfer: Subject to any contrary provisions of this deed as may be
applicable, any Unit Holder may transfer all or any of the Units held by him or her by
instrument in writing as follows:
(a) any Units disposed of by an "authorised transaction" within the meaning of the
Act may be transferred by an instrument of transfer complying with the
provisions of that Act;
(b) every instrument of transfer not falling within the provisions of clause 9.1(a)
shall be in such form as the Manager may approve from time to time and shall
be signed by the transferor and the transferee.

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9.2 Registration of Transfer: The instrument of transfer with any stamp duty or other
duties payable thereon having been paid shall be delivered to the Manager or, if the
Manager has appointed a Registrar, the Registrar for registration. Subject to clause 9.3,
the Manager will promptly cause the transfer to be registered in the Register.
9.3 Manager may decline to Register Transfers: Subject to the Listing Rules, if
applicable, the Manager may decline to register any transfer if:
(a) registration of the transfer, together with the registration of any further transfer
or transfers then held by the Manager and awaiting registration, would result in
less than a Minimum Parcel of Securities standing in the name of the
transferee; or
(b) the Manager, in its capacity as manager of the Trust, has a lien on any of the
Securities; or
(c) the instrument of transfer is not accompanied by such evidence as the
Manager may reasonably require to show the right of the transferor to make
the transfer.
9.4 Manager to Return Unregistered Transfers: All instruments of transfer which are
registered may be retained by the Manager but any instrument of transfer which the
Manager declines to register shall be returned promptly to the person lodging the same.
9.5 Suspension of Registration: Subject to any relevant legal requirements or the Listing
Rules, if applicable, registration of transfers may be suspended at such times and for
such period or periods (not exceeding in the whole 30 days in any year) as the Manager
may from time to time determine.
10. TRANSMISSION OF UNITS
10.1 Persons Recognised by the Manager: The executors or administrators of a deceased
Unit Holder (not being one of several joint Unit Holders) and in the case of the death of
one or more of several joint Unit Holders the survivor or survivors of such joint Unit
Holders shall be the only persons recognised by the Manager as having any title or
interest in the Units held by such Unit Holder or Unit Holders.
10.2 Claimants to Prove Entitlement: Any person becoming entitled to any Units in
consequence of the death or bankruptcy of any Unit Holder may, upon producing such
evidence as the Manager shall think sufficient to establish that person's entitlement to
such Units, be registered as the Unit Holder of such Units or, subject to the provisions
as to transfer contained in clauses 9.1 to 9.5, may transfer such Units.
10.3 Entitlement on Transfer or Transmission of Units: Upon the registration of any
transfer or transmission of Units from any person, the benefit of the Units (including the
rights to any bonus units or income) shall be deemed to be transferred to the Unit Holder
into whose name the Units shall be registered.

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SECTION 6: PARTLY PAID UNITS AND FORFEITURE
11. PARTLY PAID UNITS AND FORFEITURE
11.1 Partly Paid Units:
(a) The Unpaid Amount on any Units shall be paid by the Unit Holder on the date
fixed by or in accordance with the terms of issue of those Units.
(b) Subject to the rights, obligations and restrictions attaching to any Units or
Classes of Units, the Manager may call on a Unit Holder to pay all or any part
of the Unpaid Amount of the Issue Price of their Units to the Supervisor at any
time, provided the time for payment of any called amount shall be on or after
any date fixed for the payment of such unpaid amount.
(c) If an amount called or otherwise due for payment in respect of the Issue Price
of a Unit is not paid on the due date for payment, the Unit Holder from whom
the amount is due shall pay interest on the amount at a rate (determined at 3
monthly intervals commencing on the date the Unpaid Amount becomes
payable) for each 3 monthly period at the Market Rate plus 2% per annum,
such interest to be calculated on and accrue on the daily amount outstanding
from the date the amount becomes payable to the date of payment, forfeiture
of the Units pursuant to clause 11.3, or sale of the Units pursuant to clause
11.6(c), whichever is earlier.
(d) The joint Unit Holders of a Unit are jointly and severally liable to pay all Unpaid
Amounts in respect of that Unit, together with any interest that has accrued
under clause 11.1(c) on those Unpaid Amounts.
11.2 Forfeiture of Units: If a Unit Holder fails to pay any Unpaid Amount on the date set for
payment of such Unpaid Amount or pay any such Unpaid Amount when validly called on
a Unit under clause 11.1, the Manager may, at any time during such time as the Unpaid
Amount remains unpaid, give notice to that Unit Holder requiring payment of any Unpaid
Amount together with any interest which may have accrued. The notice must nominate
a date (not earlier than the expiration of 14 days from the date of service of the notice)
by which the payment must be made, and must include a statement to the effect that if
the payment is not made by the nominated date the relevant Units will be liable to be
forfeited.
11.3 Date of forfeiture: If the notice in clause 11.2 is not complied with by the Unit Holder by
the nominated date, any Unit in respect of which the notice has been given may, at any
time thereafter before the required payment has been made, be forfeited from the date
that the Manager notifies the Supervisor. Such forfeiture shall include any entitlement to
income accrued in respect of the forfeited Unit and not paid before the forfeiture, but the
Unpaid Amount shall be reduced by the amount of such income.
11.4 Forfeited Units may be disposed of: Subject to this deed, a forfeited Unit may be sold
or otherwise disposed of by the Manager.
11.5 Cancellation of forfeiture: At any time before a sale or disposition pursuant to clause
11.4, forfeiture may be cancelled on such terms as the Manager thinks fit and must be
cancelled where the Unit Holder pays to the Manager the full amount owing in respect of
such Units.
11.6 Lien on Units:
(a) The Manager has a first and paramount lien upon every Unit registered in the
name of any Unit Holder (whether solely or jointly with others) and upon the

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proceeds of sale of the Unit, and all distributions made or payable in respect of
the Unit (and all Units acquired with those distributions under a distribution
reinvestment scheme), for:
(i) any unpaid calls or instalments owing in respect of such Unit and any
interest payable on such amounts; and
(ii) for such amounts (if any) as the Supervisor or the Manager may be
called upon to pay under any statute or legislative enactment in
respect of Units of a deceased or other Unit Holder, whether the
period for the payment shall have actually arrived or not.
(b) Unless otherwise determined by the Manager, the registration of a transfer of
Units shall not operate as a waiver of the Manager's lien, if any, on such Units.
(c) The Manager may sell, in such manner as it thinks fit, any Units on which it has
a lien. No sale shall be made unless a sum in respect of which the lien exists
is presently payable, nor until the expiration of 14 days after notice in writing,
stating and demanding payment of such part of the amount in respect of which
the lien exists as is presently payable, has been given to the Unit Holder, or the
persons entitled thereto by reason of the death or bankruptcy of the Unit
Holder.
(d) The Manager may, as concerns any Units on which it has a lien, revoke the
participation of those Units in any distribution reinvestment scheme.
11.7 Sale procedure: For giving effect to any such sale after forfeiture, or for enforcing a
lien, the Manager may, as attorney of the relevant Unit Holder, execute a transfer of any
Unit in favour of the purchaser of the Unit and the Unit Holder authorises the Manager
and appoints the Manager as its attorney to do so. As soon as practicable after the
transfer is executed, the transferee must be registered as the Unit Holder and will not be
bound to see to the application of the proceeds of sale nor will the transferee's title to
the Unit be affected by any irregularity or invalidity in the proceeds in relation to the
forfeiture or sale of the Units. The Unit Holder shall be liable to reimburse the Manager,
on demand, for all costs and expenses incidental to the forfeiture and/or sale.
11.8 Proceeds of sale: The proceeds of sale of any forfeited Unit, or of Units sold for the
purpose of enforcing a lien, shall be applied first towards the payment of all costs and
expenses incidental to the forfeiture and/or sale, secondly toward the payment of any
interest, thirdly on account of the amount in respect of which the notice referred to in
clause 11.2 or clause 11.6(c) (as the case may be) was given and fourthly in payment of
the balance (if any) remaining to the Unit Holder whose Units have been sold (or their
legal personal representatives or assigns).
11.9 Remaining liability of Unit Holder: A Unit Holder whose Units have been forfeited or
sold for the purpose of enforcing a lien, shall cease to be a Unit Holder from the date
when a notice in relation to the relevant Units is given to the Supervisor under clause
11.3 or the date the Units are sold pursuant to clause 11.6(c) (whichever is applicable)
but shall, notwithstanding such forfeiture or sale, remain liable to pay all money which, at
the date of the forfeiture or sale, was payable by such Unit Holder in respect of the
Units. Such liability will cease if and when the Manager receives payment in full of all
such money. Any Unit sold in accordance with clause 11.4 or 11.6 will:
(a) be credited as paid up to the sum of the amount paid up on the Unit on the day
of the sale and the amount of the Unpaid Amount becoming payable on or
before the day of the sale; and

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(b) continue to be subject to a liability to pay any further amount equal to the
Unpaid Amount (if any) in accordance with this deed, such that the transferee
of the Unit shall be liable to pay that amount.
SECTION 7: INVESTMENTS AND VALUATIONS
12. INVESTMENT
12.1 Investment Procedure: The Assets shall from time to time be invested by the Manager
in Authorised Investments.
12.2 Investment policy: The Statement of Investment Policy and Objectives shall provide
for the matters set out in the Act. The Manager may vary those policies from time to
time in consultation with the Supervisor. If the variation is material to Unit Holders, the
Manager shall give at least 20 Business Days' prior notice to NZX for public release if
the Trust is Listed or, if the Trust is not Listed, to Unit Holders directly.
12.3 Supervisor's role: Subject to its duties as trustee and supervisor, the Supervisor must
give effect to the Manager's directions in relation to the investment of the Assets. The
Supervisor must not acquire or dispose of any Asset except as directed by the Manager
until the Trust terminates.
12.4 Manager's Power of Investment: Subject to section 160 of the Act and to this clause
12, the Manager shall have absolute discretion as to the investment of any Assets and
as to how the Assets and Liabilities are dealt with and the purchase, sale, transfer,
exchange, lease, alteration of or other dealing with any of the Assets from time to time.
12.5 Interested Party Transactions: Notwithstanding any other provision of this deed:
(a) no sale or disposal of any Assets shall be made to the Manager or any Related
Person of the Manager unless the Supervisor is satisfied the sale or disposal is
on normal commercial terms, or terms as favourable to the Trust as normal
commercial terms, and in accordance with the Statement of Investment Policy
and Objectives; and
(b) no purchase or acquisition of any Assets shall be made from the Manager or
any Related Person of the Manager unless the Supervisor is satisfied the
purchase or acquisition is on normal commercial terms, or terms as favourable
to the Trust as normal commercial terms, and in accordance with the
Statement of Investment Policy and Objectives; and
(c) the Supervisor shall not be required to consider any transaction described in
clauses 12.5(a) and 12.5(b) until such time as the Manager has certified to the
Supervisor that in the Manager's opinion the transaction is on normal
commercial terms, or terms as favourable to the Trust as normal commercial
terms, and in accordance with the Statement of Investment Policy and
Objectives. It shall be the responsibility of the Manager to advise the
Supervisor before such transaction that any such sale, disposal, purchase or
acquisition involves the Manager or any Related Person of the Manager; and
(d) without prejudice to clauses 12.5(a) to 12.5(c), transactions involving a related
party benefit (as that term is defined in the Act) may only be entered into as
permitted by the Act.
12.6 Bonus Assets: Any shares or other property received by way of bonus or in lieu of or in
satisfaction (in whole or in part) of a dividend in respect of any Asset or from
amalgamation or reconstruction of any corporation in which part of the Trust is invested

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may either be retained as part of the Trust, or sold, with the proceeds remaining part of
the Trust, or retained as to part and sold as to the balance.
12.7 Costs: All costs, Taxes, and legal fees and other fees, disbursements and expenses
incurred by the Supervisor or the Manager in connection with the investigation of,
negotiation for and acquisition of any Asset, or in connection with any sale, transfer,
exchange, replacement or other dealing with or disposal of any Asset shall be payable
by the Trust.
12.8 Investment Record: The Manager shall keep a record of all investments of the Trust,
which record shall state in respect of each investment:
(a) the nature of the investment;
(b) the date of acquisition thereof by the Trust;
(c) the cost thereof;
(d) the date of maturity thereof (if any);
(e) particulars of the security thereof (if applicable);
(f) such particulars as to the Value thereof as the Supervisor and the Manager
from time to time agree;
(g) any other information that the Supervisor and the Manager regard as desirable
in respect of the investments comprising the Trust.
The record shall be available for inspection by the Supervisor without charge at any time
on any Business Day. The Manager will provide a copy of the investment record to the
Supervisor on request, but no more regularly than on a monthly basis.
12.9 Voting Rights of Investment:
(a) Subject to the provisions of this deed, all voting rights conferred by the Assets
shall be exercised in such manner as the Manager may from time to time
decide. At the request of the Manager, the Supervisor shall execute, deliver
and appoint or cause to be executed, delivered and appointed such proxies,
attorneys and representatives as may be necessary to enable the Manager or
its nominees to exercise or act in relation to such voting rights.
(b) Subject to the provisions of this deed, neither the Manager, the Supervisor, nor
any holder of any proxy or power of attorney referred to in clause 12.9(a) shall
be liable or responsible for any vote cast or not cast.
13. VALUATIONS
13.1 Valuation Register: The Manager shall maintain a Valuation Register for the Trust in
which the Manager shall record the Value determined in accordance with this clause 13
of all Assets which are for the time being included in the Trust.
13.2 Periodic Valuations:
(a) The Manager shall be entitled to value all or any of the Assets at any time or
times on any Business Day.

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(b) If the Supervisor so requires, the Manager will have any Asset valued in
accordance with clause 13.3.
(c) The Manager shall value each Asset (other than a property) on any Business
Day on which the Repayment Price is calculated pursuant to clause 8.6, or on
which the Issue Price is determined under paragraph (c) of the definition of
Issue Price, or at such times or within such other period as the Supervisor and
the Manager shall from time to time agree in respect of that Asset.
(d) The Manager shall value each property held by the Trust or by a company all
of the shares of which are held by the Trust, as often as is required by
generally accepted accounting practice and applicable financial reporting
standards.
13.3 Basis for Valuation: Subject to clause 13.5, the Value of each Asset shall be:
(a) in the case of a property, the value determined by a Valuer;
(b) in the case of cash, its face value;
(c) in the case of securities listed on any stock exchange, the latest sale price of
the Asset on that stock exchange at the time of valuation, except if such price
is:
(i) above the latest seller quotation, in which case that quotation shall be
adopted; or
(ii) below the latest buyer quotation, in which case that quotation shall be
adopted,
provided that if there shall have been no such sale in the five Business Days
ending with the date on which the assessment of the Value of the Asset is
made, or if either the Manager or the Supervisor shall form the view that such
last sale price or quotation is not an accurate measure of the Value of such
Asset, the Value thereof shall be the fair market value determined by the
Manager following receipt of advice from a Valuer; or
(d) in the case of debt securities, other than listed debt securities or cash, a value
determined using such methodology as the Manager reasonably thinks fit; or
(e) in the case of any other Authorised Investment, the amount agreed upon
between the Manager and the Supervisor as the estimated market value after
taking account of the most recent material sales, valuation, and other
information that the Manager and the Supervisor consider to be appropriate or,
failing such agreement, the fair market value determined by a Valuer.
13.4 Value of Dual Listed Stocks: Where any Asset is quoted on more than one stock
exchange, its value may be determined by reference to the prices and quotations of the
stock exchange which is considered by the Manager to be most appropriate.
13.5 Net Asset Value to be Ascertained: The Manager may ascertain the Net Asset Value
of the Trust on any Business Day and shall ascertain the Net Asset Value of the Trust at
least once every 12 months.
13.6 Manager's Decision is Final: Subject to clause 13.7, the Net Asset Value of the Trust
ascertained by the Manager in accordance with this deed is final and binding on all
persons including without limitation the Manager, the Supervisor and any applicant or
subscriber for, or purchaser of Units, and all Unit Holders.

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13.7 Valuation on a Consistent Basis: The Manager shall ascertain the Net Asset Value of
the Trust and the Value of the Assets on a consistently applied basis accepted as being
appropriate by the Supervisor. The Manager shall however be entitled at any time or
times to alter that basis and the application, provided the Manager first gives notice to
the Supervisor of the alterations proposed by the Manager.
SECTION 8: FINANCIAL STATEMENTS AND THE AUDITOR
14. RECORDS AND FINANCIAL STATEMENTS
14.1 Records: The Manager shall keep such accounting records as correctly record and
explain the transactions and the financial position of the Trust. The Supervisor shall
from time to time upon request furnish the Manager with any information necessary for
this purpose. The Manager shall keep at its office in Auckland or such other place
approved by the Supervisor, proper books of account that will enable the Financial
Statements of the Trust to be prepared and conveniently and properly audited in
accordance with this deed.
14.2 Full Year Financial Statements: As soon as practicable after the end of each Financial
Year for the Trust (and in any event within three months), the Manager shall prepare or
procure the preparation of the Financial Statements for the Trust for that Financial Year.
14.3 Half Year Financial Statements: As soon as practicable, and at least within three
months after the end of each half year (which is not the end of a Financial Year) for the
Trust, the Manager shall prepare or procure the preparation of interim Financial
Statements for the Trust as at, and in respect of, the period ending on the date which is
the last day of that half year.
14.4 Financial Statements to Comply with Legislation: The Financial Statements shall
comply with the Financial Reporting Act 2013, the Act, and all other relevant statutory
requirements.
14.5 Annual Financial Statements to Supervisor and Unit Holders: When the Financial
Statements referred to in clause 14.2 have been prepared and audited, the Manager
shall forward a copy of such Financial Statements promptly to the Supervisor and every
Unit Holder for the time being. This clause is subject to clause 28.7.
14.6 Half Yearly Financial Statements to Supervisor and Unit Holders: When the
Financial Statements referred to in clause 14.3 have been prepared, the Manager shall
forward a copy of such Financial Statements promptly to the Supervisor and every Unit
Holder for the time being. This clause is subject to clause 28.7.
14.7 Audit: The Manager shall ensure that the annual Financial Statements prepared in
accordance with clause 14.2 for the Trust are audited and reported on by the Auditor in
accordance with the Act, and that a copy of the Financial Statements and the Auditor's
report thereon is forwarded promptly following the issue of the Financial Statements and
the Auditor's report to the Supervisor and every Unit Holder of the Trust for the time
being. This clause is subject to clause 28.7.
14.8 Consolidated Financial Statements: Subject to the requirements of the Financial
Reporting Act 2013, the Act, and all other relevant statutory requirements, references in
this deed to "Financial Statements for the Trust" (or similar), are references to the
consolidated financial statements of the Trust.

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15. THE AUDITOR
15.1 Appointment: As soon as practicable after the date of execution of this deed the
Manager shall, after consultation with the Supervisor, appoint an auditor or auditors for
the Trust, who shall be a licensed auditor or registered audit firm (as those terms are
defined in the Act). Nothing in this clause 15.1 will require the Supervisor to appoint or
reappoint an auditor merely as the result of an amendment or restatement of this deed
where an auditor or auditors have already been appointed for the Trust and where such
auditor or auditors are a licensed auditor or a registered audit firm (as those terms are
defined in the Act).
15.2 Auditor may act for others: The Auditor may also be auditor of the Supervisor, the
Manager, or any other trust whether of a similar nature to the Trust or otherwise but may
not be an officer or employee (or the partner of an officer or employee) of the Manager
or of the Supervisor.
15.3 Auditor's Remuneration: The remuneration of the Auditor shall be fixed by the
Manager, and shall be paid out of the Trust.
15.4 Retirement or Removal of Auditor: The Auditor may at any time be removed from
office by the Manager or by an Extraordinary Resolution of Unit Holders. The Auditor
may retire upon the expiration of not less than 90 days' notice in writing to the Manager.
15.5 Vacancy in Office of Auditor: Any vacancy in the office of Auditor occurring under
clause 15.4 shall be filled by the Manager (after consultation with the Supervisor)
appointing an auditor qualified for appointment in terms of clause 15.1.
15.6 Information to Auditor: The Supervisor and the Manager shall give to the Auditor of
the Trust such information as the Auditor reasonably requires for the performance of its
duties with respect to the Trust.
SECTION 9: INCOME AND DISTRIBUTIONS TO UNIT HOLDERS
16. INCOME AND DISTRIBUTIONS TO UNIT HOLDERS
16.1 Distributable Amount: The Manager shall specify its policy relating to distributions to
Unit Holders in the first Prospectus for the Trust, but may vary that policy from time to
time. The Distributable Amount shall be determined in accordance with the Manager's
policy specified for the time being under this clause.
16.2 Entitlement to Final Distributable Amount: Unless otherwise agreed by the Manager
and the Supervisor, and subject to the rights, restrictions and obligations attaching to
any particular Units or Classes of Units:
(a) The Final Distributable Amount is to be transferred to a Distribution Account as
soon as practicable after the Record Date and ceases to be an Asset when it is
transferred into the Distribution Account;
(b) Unit Holders registered in the Register at the relevant Record Date are
presently entitled to the Final Distributable Amount;
(c) Payments must be made out of the Distribution Account as soon as practicable
after the Record Date; and
(d) Subject to the rights, restrictions and obligations attaching to any particular Unit
or Classes of Units, the Final Distributable Amount must be distributed to Unit
Holders pro rata according to the number of Units they hold as at the Record

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Date, provided that (subject to the rights, restrictions and obligations attaching
to any particular Unit or Classes of Units) for this purpose a Unit which is partly
paid shall be treated as that proportion of a whole Unit as the amount paid up
bears to the Issue Price for that Unit or shall be treated in such other manner
as the Manager determines and the Supervisor agrees.
16.3 Interim distributions: The Manager may determine to make interim distributions out of
Net Accounting Income accruing during any Interim Distribution Period. If the Manager
determines to make an Interim Distribution, the total amount to be distributed in respect
of an Interim Distribution Period is to be transferred to the Distribution Account, or, if the
Manager cannot determine such amount, the Manager's estimate of the amount is to be
transferred to a reserve and then to a Distribution Account for distribution when the
amount is determinable. These transfers will be made as soon as practicable after the
Record Date. An amount will cease to be an Asset when it is transferred into the
Distribution Account. Subject to the rights, obligations and restrictions attaching to any
particular Units or Classes of Units, the amount of an Interim Distribution to which a Unit
Holder will be presently entitled, and which will be distributed to that Unit Holder, will be
determined on a pro rata basis according to the number of Units held as at the Record
Date for the relevant Interim Distribution Period, provided that (subject to the rights,
restrictions and obligations attaching to any particular Unit or Classes of Units) for this
purpose a Unit which is partly paid shall be treated as that proportion of a whole Unit as
the amount paid up bears to the Issue Price for that Unit or shall be treated in such other
manner as the Manager determines and the Supervisor agrees.
16.4 Distributions: Subject to the rights, obligations and restrictions attaching to any Units
or Classes of Units, the Manager may at any time direct the Supervisor to distribute any
amount of capital or income to Unit Holders pro rata according to the number of Units
held as at a time decided by the Manager. The distribution may be in cash or in specie
or by way of bonus Units and any such bonus Units are to rank with existing Units for
the purposes of distributions of income and capital as determined by the Manager.
16.5 Distribution Reinvestment: A Unit Holder may elect to reinvest some or all of any
distribution by acquiring Units in the Trust, if the Manager approves. In those cases, the
Manager is treated as having received an application to reinvest distributions on the first
Business Day after the distribution is paid at the then applicable Issue Price. If the
Manager approves distribution reinvestment, the procedure for reinvestment of
distributions is to be determined by the Manager and notified to Unit Holders from time
to time.
16.6 Bonus issues in lieu of Distributions: If the Manager decides to offer bonus issues of
Units in lieu of distributions, a Unit Holder may elect this option in respect of all or some
of its distributions from the Trust on the terms offered by the Manager. In those cases,
the Supervisor shall issue Units in accordance with the terms of the offer and while the
Units are Quoted, the Listing Rules.
16.7 Payment: The Manager must prepare or arrange for the preparation of distribution
cheques or arrange for distributions to be paid.
16.8 Transfers: Entitlements to distributions in the Distribution Account when a transfer or
transmission of Units is registered remain credited to the transferor.
16.9 Classes: The rights of a Unit Holder under this clause 16 are subject to the rights,
obligations and restrictions attaching to the Units which they hold.
16.10 Deduction of Tax payable by a Unit Holder: The Supervisor or the Manager may
deduct from any amounts payable to a Unit Holder any Tax paid or payable on behalf of
or in respect of that Unit Holder. All amounts deducted shall be applied in reimbursing
the Trust for any corresponding amount paid or reimbursed out of the Trust or

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reimbursing the Supervisor or the Manager for the payment thereof or in the payment of
the Tax to the person or authority entitled thereto (as the circumstances may require).
16.11 Indemnity for Tax: Every Unit Holder shall indemnify the Supervisor and the Manager
in respect of any Tax paid or payable by the Supervisor or the Manager on behalf of or
in respect of the Unit Holder.
16.12 Distributions to holders of Securities outside New Zealand: Notwithstanding any
other provision of this deed, the Manager may pay such supplementary distributions to
holders of Securities resident outside New Zealand as may be provided for by Part LE of
the Tax Act.
SECTION 10: THE MANAGER
17. MANAGER'S POWERS
17.1 General Powers: Subject to the provisions of the Act and this deed, the Manager shall
manage and administer the Trust for the benefit of Unit Holders generally with full and
complete power of management. In particular, the Manager shall, subject to the
provisions of this deed, take all steps which in its discretion it considers are necessary or
desirable in relation to the Trust, and for or in connection with the investigation of or
negotiation for, the acquisition or the disposal of, and all other dealings in relation to, the
Assets. Subject to the provisions of this deed and the power vested in the Supervisor to
settle all transactions of the Trust set out in clause 20, the Manager shall, without
limiting the Manager's discretion and full powers of management and administration,
have full and absolute power to do the following in relation to the Trust:
(a) make all investment decisions in relation to the Trust;
(b) manage the Assets on a day to day basis;
(c) determine the terms of all sales, purchases or other dealings with Assets, and
all contracts, rights and other matters relating to such Assets or Liabilities;
(d) subject to compliance with the Statement of Investment Policy and Objectives
and this deed, acquire and sell Assets for cash or upon terms;
(e) subject to compliance with the Statement of Investment Policy and Objectives,
lease all or any part of any Assets on such terms as it thinks fit;
(f) attend and vote at meetings of companies or unit trusts in which the Trust
holds shares or units;
(g) subject to compliance with Statement of Investment Policy and Objectives, lend
money;
(h) subject to compliance with the Statement of Investment Policy and Objectives,
borrow money unsecured or secured subject to the conditions contained in
clause 20.4;
(i) subject to compliance with the Statement of Investment Policy and Objectives,
instruct persons to act in relation to an Authorised Investment or proposed
acquisition or disposal of an Authorised Investment;
(j) make and carry out any takeover proposal, offer or invitation;

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(k) subject to compliance with the Statement of Investment Policy and Objectives,
guarantee the performance of any person in relation to any agreement,
contract, undertaking or promise, provided such guarantee is in the reasonable
opinion of the Manager in the interests of the Trust, and secure any such
guarantee by mortgage, charge or other encumbrance over the whole or any
part of the Trust;
(l) subject to compliance with the Statement of Investment Policy and Objectives,
create, grant, renew, alter or vary any mortgage, charge, or other encumbrance
over all or any Assets for any purpose whatsoever and upon such terms and
conditions as the Manager may in its absolute discretion think fit;
(m) initiate or agree to the release, modification or variation of any rights, privileges
or liabilities of or in relation to any Assets;
(n) initiate or agree to any one or more of the following:
(i) the release, modification or variation of any rights, privileges or
liabilities of or in relation to any Assets;
(ii) the rearrangement or reconstruction of any corporation including any
increase or reduction in the capital of the corporation;
(iii) the amalgamation or merger of any corporation with any other
corporation;
(iv) the sale or other disposition of all or any part of the property or
undertaking of any corporation;
(o) enter into any arrangements with any government, public body or authority to
obtain any rights, authorities or concession or clearances and to give any
undertakings binding upon the Manager either generally or on conditions as the
Manager deems fit and to carry out exercise and comply with any of the same;
(p) acquire and accept for the Trust any equity of redemption;
(q) participate in the rights and obligations (including obligations to contribute in
any manner to the liabilities of the parties under any partnership agreement or
joint venture agreement) relating to Authorised Investments or to act as the
operator or one of the operators under any such agreement which relates to
Authorised Investments;
(r) subject to compliance with the Statement of Investment Policy and Objectives,
enter into, perform and enforce agreements;
(s) underwrite offers of securities out of the Assets;
(t) enter into arrangements with NZX or any other stock exchange in relation to
listing or quotation of the Trust or the Units as the case may be on that
exchange;
(u) participate in joint ventures in relation to properties and property developments;
and
(v) without limiting any other provision of this deed, enter into any interest rate
swap, option, forward rate agreement, futures contract or other Derivative
Transaction in relation to the financial risk management of the Trust, its Assets
and Liabilities.

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17.2 Bank all cash: Cash received by the Manager or the Supervisor for the account of the
Trust shall be banked to the credit of, and held in, the appropriate bank account of the
Trust, pending the investment or other application of the money standing to the credit of
that bank account in accordance with and subject to the provisions of this deed. The
bank account shall be at all times held in the name of the Supervisor and operated only
by such authorised persons, and in accordance with such directions, as the Supervisor
and the Manager may agree from time to time.
17.3 Power to Delegate: The Manager may, with the prior approval of the Supervisor (such
approval not to be unreasonably withheld), delegate to its officers and employees or any
of them, or to any Related Person of the Manager or any of the officers and employees
of such Related Person, or any other person or persons, all or any of the powers,
authorities and discretions exercisable by the Manager under the provisions of this deed
and any things required by this deed to be done by the Manager may be done by its
delegate on its behalf. Without in any way affecting the generality of the foregoing the
Manager may in carrying out and performing the duties and obligations on its part
contained in this deed:
(a) by power of attorney or other authorisation appoint any person to be attorney
or agent or sub-delegate of the Manager, for such purposes, and with such
powers, authorities and discretions, as it thinks fit with power for the attorney or
agent to sub-delegate any such powers, authorities or discretions and also to
authorise the issue in the name of the Manager of documents bearing facsimile
signatures of the Manager, or of the attorney or agent, either with or without
proper manuscript signatures of its officers thereon, provided that the Manager
in any such power of attorney or other authorisation, and the attorney or agent
or sub-delegate by the terms of any such sub-delegation, may insert such
provisions for the protection and convenience of those dealing with any such
attorney or agent or sub-delegate as they may think fit;
(b) appoint or employ by writing or otherwise any person to be sub-agent for the
Manager as the Manager may think necessary or proper for such purposes and
with such powers, authorities and discretions (not exceeding those vested in
the Manager) as it thinks fit,
provided that the Manager shall at all times remain liable and responsible for the acts
and omissions of any person appointed pursuant to this clause.
17.4 Appoint agents: The Manager may appoint and engage any investment and/or
property manager, valuer, barrister, solicitor, accountant, stock and share broker, and
any such other person or persons as may be necessary, usual or desirable for the
purpose of exercising its powers and performing its obligations under this deed (which
person or persons may be a Related Person of the Manager) and all reasonable and
proper fees, charges and money payable to any such person or persons and all
disbursements, expenses, duties and outgoings properly chargeable in respect thereto
shall be paid by the Manager subject to its right of reimbursement pursuant to clause
18.11.
17.5 Covenants by Manager: The Manager covenants with the Supervisor and with the
intent that the benefit of these covenants shall inure not only to the Supervisor but to the
Unit Holders of the Trust:
(a) The Manager will use reasonable endeavours to ensure that the operation of
the Trust is carried on and conducted in a proper and efficient manner and that
the Assets are properly managed and supervised.
(b) As the Supervisor may from time to time require, the Manager will:

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(i) make available to the Supervisor for inspection all the accounting and
other records of the Manager relating to the Trust held by the
Manager;
(ii) provide the Supervisor with copies of the Financial Statements in
accordance with clauses 14.5 and 14.6;
(iii) provide the Supervisor with copies of any notices sent by the
Manager to Unit Holders; and
(iv) give to the Supervisor such information as the Supervisor may
reasonably require with respect to the Trust.
(c) The Manager shall provide the Supervisor with (or procure the provision of)
such information, reports, records and certificates in such form and at such
times as the Manager and the Supervisor agree in writing from time to time
(such agreement not to be unreasonably withheld) and as otherwise required
by the Act.
(d) The Manager will convene meetings of Unit Holders in accordance with the
provisions of section 13 of this deed.
(e) The Manager will pay all money belonging to the Trust, received by the
Manager, into the Trust's bank account.
(f) The Manager shall not commit the Trust to any transaction involving, or valued
at, more than 10% of the value of the Assets without first obtaining the
Supervisor's written approval (such approval not to be unreasonably withheld
or delayed, having regard always to the Supervisor's duty to act in the interests
of Unit Holders generally).
(g) The Manager shall obtain the Supervisor's approval (such approval not to be
unreasonably withheld or delayed) of all prospectuses and investment
statements, prior to their distribution.

17.6 Manager's Report: The Manager shall as soon as practicable (but not being later than
3 months) after the end of each Financial Year of the Trust, provide to the Supervisor
and all Unit Holders, a report reviewing the operation of the Trust during the Financial
Year then ended. This clause is subject to clause 28.7.
18. FEES AND EXPENSES - MANAGER
18.1 Manager's Fees: Without limiting clause 18.7, the Manager shall be entitled to a
management fee to be paid from the Assets comprising the aggregate of:
(a) the Base Fee (calculated in accordance with clause 18.3), plus GST; and
(b) the Performance Fee (calculated in accordance with clauses 18.4 to 18.6), plus
GST.

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18.2 Payment:
(a) Subject to clause 18.3:
(i) For the period from 1 April 2014 up to and including 31 March 2019,
the Base Fee shall be accrued in equal monthly instalments in
arrears. The Base Fee payable for the first six months of each
Financial Year shall be paid to the Manager within two months of the
release to NZX of the half-year interim Financial Statements of the
Trust with respect to those six months, and the Base Fee payable for
the second six months of each Financial Year shall be paid to the
Manager within two months of the release to NZX of the Financial
Statements of the Trust with respect to that Financial Year.
(ii) For all other periods, the Base Fee shall be paid in equal monthly
instalments in arrears.
(b) The Performance Fee shall be calculated and paid yearly in arrears.
18.3 Base fee:
(a) The Base Fee for a Financial Year shall be calculated by reference to the book
value of the Relevant Assets in the Trust's audited statement of financial
position for the prior Financial Year, with such book value being deemed to be
adjusted from time to time in accordance with clauses 18.3(b) and 18.3(c).
"Relevant Assets" means all Assets of the Trust, other than cash and trade
debtors.
(b) Where, during a Financial Year, the Manager makes any capital expenditure
on a Relevant Asset forming part of the Assets, or acquires a Relevant Asset,
the Base Fee for that part of the Financial Year subsequent to the capital
expenditure or the acquisition of the Relevant Asset (as the case may be) shall:
(i) in the case of any capital expenditure, be increased with effect from
(and including) the day in which the expenditure is incurred by adding
the amount of the expenditure to the book value of the Relevant
Assets for the purposes of clause 18.3(a); and
(ii) in the case of an acquisition of a Relevant Asset, be increased with
effect from (and including) the day in which the acquisition occurs by
adding the acquisition price of the Relevant Asset to the book value of
the Relevant Assets for the purposes of clause 18.3(a).
(c) Where, during a Financial Year, the Manager disposes of a Relevant Asset, the
Base Fee for that part of the Financial Year subsequent to the disposal of the
Relevant Asset shall be decreased with effect from (and including) the day in
which the disposition occurs by reducing the book value of the Relevant Assets
for the purposes of clause 18.3(a) by the book value of the Relevant Asset
sold.
(d) The Base Fee shall be calculated as follows:
(i) if the book value of the Relevant Assets (such value being calculated
in accordance with clause 18.3(a)) is less than, or equal to, $500
million, 0.50% per annum of such value; and

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(ii) if the book value of the Relevant Assets (such value being calculated
in accordance with clause 18.3(a)) is greater than $500 million, the
aggregate of:
(aa) $2.5 million; and
(bb) 0.40% per annum of the amount by which such value
exceeds $500 million,
less, in each case, a rebate determined in accordance with clause
18.3(e).
(e) The rebate referred to in clause 18.3(d) shall be X% per annum of
Development Land Value where:
"Development Land Value" means:
(i) For the first month after the balance date of the Financial Statements
of the Trust for a Financial Year, the amount recorded in those
Financial Statements as the value of "Development Land".
(ii) For the first month after the balance date of the interim half-year
Financial Statements of the Trust, the amount recorded in those
Financial Statements as the value of "Development Land".
(iii) For each other month, the amount that the Manager (acting
reasonably) considers would have been given to "Development Land"
in Financial Statements of the Trust if they had been prepared as at
the last day of the prior month.
"X%" means, with respect to the Base Fee to be accrued or paid for a month,
the percentage that the Base Fee per annum determined for that month under
clause 18.3(d), prior to the deduction of the rebate, represents of the book
value of the Relevant Assets (such value being the value used in the
calculation in accordance with clause 18.3(a) of that Base Fee).
(f) If, in accordance with clauses 18.3(a) to 18.3(e), the Base Fee to be accrued or
paid for a month cannot be determined pending the completion of any Financial
Statements, the Trust shall accrue or pay, as the case may be, a Base Fee for
that month equal to the last Base Fee for a month determined in accordance
with clauses 18.3(a) to 18.3(e). On the Financial Statements being completed
and the Base Fee for that month being determined, the Manager shall make
any necessary adjustments to the accounting records of the Trust to reflect the
actual Base Fee, and (if the Base Fee is then being paid in monthly instalments
pursuant to clause 18.8(b)) the Manager shall be paid by, or shall refund to, the
Trust the necessary adjusting amount to reflect the actual Base Fee.
(g) The Base Fee shall be adjusted on such occasions during the Financial Year
as is necessary to comply with the provisions of clauses 18.3(b) and 18.3(c). If
such an adjustment is made in any month, the Base Fee shall be calculated for
that month by reference to the weighted average book value of the Relevant
Assets (determined in accordance with clause 18.3(a)) in that month.
(h) The amendments made to clauses 18.2, 18.3, 18.7 and 18.8, as approved by
Unit Holders at a meeting on 5 August 2014, shall be deemed to come into
effect on 1 April 2014, such that the Base Fee for each Financial Year
thereafter shall (subject to those clauses) be calculated, and paid, in
accordance with clauses 18.2, 18.3, 18.7, and 18.8, as amended.

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18.4 Performance Fee:
(a) The Performance Fee shall be calculated as follows:
(i) If Unit Holders' Returns in the relevant Financial Year are less than or
equal to the Threshold, the Performance Fee for that Financial Year
shall be $0, and any Deficit shall be applied in the manner specified in
clause 18.6(a).
(ii) Subject to clause 18.4(a)(iv), if Unit Holders' Returns in the relevant
Financial Year are greater than the Threshold but less than or equal
to the Cap, the Performance Fee for that Financial Year is 10% of the
amount by which Unit Holders' Returns are greater than the Threshold
multiplied by the weighted average number of Units on issue during
the Financial Year.
(iii) Subject to clause 18.4(a)(iv), if Unit Holders' Returns in the relevant
Financial Year are greater than the Cap, the Performance Fee for that
Financial Year is 10% of the amount by which Unit Holders' Returns
exceed the Threshold, up to and including the Cap, multiplied by the
weighted average number of Units on issue during the Financial Year,
and the Excess shall be applied in the manner specified in clause
18.6(a).
(iv) Notwithstanding clause 18.4(a)(ii) and clause 18.4(a)(iii), if Unit
Holders' Returns in the relevant Financial Year are less than zero:
(aa) clause 18.4(a)(ii) and clause 18.4(a)(iii) shall have no
application to that Financial Year;
(bb) no Performance Fee shall be payable with respect to that
Financial Year; and
(cc) an Excess for that Financial Year shall be determined as if
the Cap for that Financial Year were the Threshold, and that
Excess shall be applied in the manner specified in clause
18.6(a).
(b) For the purposes of this clause 18.4 and clauses 18.5, 18.6, 18.7 and 18.8:
(i) "Benchmark Index" means a gross accumulation index created from
entities listed on the NZSX that have a principal focus on investment
in real property, excluding the Trust, in a form consistent with the
terms of the explanatory memorandum sent by the Manager to Unit
Holders concerning the Performance Fee dated 13 November 2007,
as calculated by a suitably qualified and experienced person
appointed by the Manager and approved by the Supervisor. The
Benchmark Index shall commence at 100 on the first Business Day of
the relevant Financial Year.
(ii) "Cap" means, subject to clause 18.4(a)(iv) and in respect of any
Financial Year, an amount calculated at the rate of the aggregate of
the Target Return and 5% per annum on the opening Unit price for
that Financial Year (calculated in accordance with clause 18.4(c)) and
expressed as a monetary amount.
(iii) "Deficit" means, where Unit Holders' Returns for the relevant
Financial Year are less than the Threshold, the difference, expressed

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as a monetary amount, between the Threshold and the actual Unit
Holders' Returns for that Financial Year.
(iv) "Distribution" means, in respect of any Financial Year, the aggregate
distributions per Unit declared by the Manager for, and relating to, that
Financial Year, plus the aggregate imputation credits per Unit
attached to those distributions.
(v) "Excess" means, subject to clause 18.4(a)(iv) and where Unit
Holders' Returns for the relevant Financial Year are greater than the
Cap, the difference, expressed as a monetary amount, between the
Unit Holders' Returns in the relevant Financial Year and the Cap.
(vi) "Net Balance" means, at the end of each Financial Year, the amount
for that Financial Year determined in accordance with clause 18.6(a).
(vii) "Target Return" means, in respect of any Financial Year, the return
represented by the change in the Benchmark Index between the first
Business Day of the Financial Year and the final Business Day of the
Financial Year, as calculated by a suitably qualified and experienced
person appointed by the Manager and approved by the Supervisor,
expressed as a percentage.
(viii) "Threshold" means, in respect of any Financial Year, an amount
calculated as the Target Return per annum on the opening Unit price
for that Financial Year (calculated in accordance with clause 18.4(c))
and expressed as a monetary amount.
(ix) "Unit Holders' Returns" means, in the relevant Financial Year, the
Distribution for that Financial Year, plus or minus (as the case may
be) the change in Unit price of the Units of the Trust over the relevant
Financial Year (calculated in accordance with clause 18.4(c)) and plus
or minus any Net Balance applied pursuant to clause 18.6(b).
(c) For the purposes of calculating the opening price of Units and any change in
the price of Units in this clause 18.4:
(i) the opening Unit price (subject to adjustment under clause 18.5 for a
rights issue or a reorganisation of issued capital) for the relevant
Financial Year shall be the weighted average of the prices at which
Units were sold through the NZSX during the last five trading days of
the previous Financial Year; and
(ii) the closing price of Units during the relevant Financial Year shall be
the weighted average of the prices at which Units were sold through
the NZSX during the last five trading days of the relevant Financial
Year,
or, if no sales occurred during the relevant period, the weighted average of the
prices at which Units were sold through the NZSX on the last trading day on
which sales occurred prior to that period.
(d) The amendments made to clauses 18.4 to 18.8, as approved by Unit Holders
at a meeting on 30 November 2007, shall be deemed to come into effect on 1
April 2007, such that the Performance Fee for each Financial Year thereafter
shall be calculated in accordance with clause 18.4 to clause 18.8, as amended.

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18.5 Rights Issue adjustment:
(a) Where there has been a rights issue during the relevant Financial Year, the
opening price (for the purposes of clause 18.4(c)) shall be calculated as
follows:
() ()
1
1 1
r

p
rx Rp x P
+
+

where:
P = the opening price of Units on issue at the start of the relevant Financial
Year (calculated in accordance with clause 18.4(c));
p = the number of Units on issue at the start of the relevant Financial Year;
R
1
= rights issue price; and
r
1
= number of Units taken up under the rights issue.
(b) In the event of a reorganisation of the issued capital of the Trust (other than a
rights issue but including, although not limited to, a subdivision, consolidation
or cancellation of Units) during the relevant Financial Year, the opening price
shall be adjusted by the Manager to fairly reflect the effect of the reorganisation
on the price of the Units. The Manager shall ensure that the method of
calculation is approved by a suitably qualified independent chartered
accountant as being fair and reasonable in the circumstances.
18.6 Deficits, Excesses and Net Balance:
(a) As at 1 April 2007, the Net Balance is deemed to be zero. At the end of each
following Financial Year:
(i) First, if any amount of the Net Balance at the end of the prior
Financial Year is applied:
(aa) in accordance with clause 18.6(b)(i), that amount shall be
subtracted from the Net Balance; and
(bb) in accordance with clause 18.6(b)(ii), that amount shall be
added to the Net Balance.
(ii) After any adjustment pursuant to clause 18.6(a)(i), if there is a Deficit
for that Financial Year, an amount equal to that Deficit multiplied by
the weighted average number of Units on issue during the Financial
Year shall be subtracted from the Net Balance.
(iii) After any adjustment pursuant to clause 18.6(a)(i), if there is an
Excess for that Financial Year, an amount equal to that Excess
multiplied by the weighted average number of Units on issue during
the Financial Year shall be added to the Net Balance.
(b) To determine Unit Holders' Returns for a Financial Year:
(i) If the Net Balance at the end of the prior Financial Year is positive, it
shall be divided by the weighted average number of Units on issue
during the Financial Year, and that amount shall then be applied (as

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an addition) to determine Unit Holders' Returns in the relevant
Financial Year, but only to the extent of the Cap.
(ii) If the Net Balance at the end of the prior Financial Year is negative, it
shall be divided by the weighted average number of Units on issue
during the Financial Year, and that amount shall then be applied (as a
subtraction) to determine Unit Holders' Returns in the relevant
Financial Year, but only to the extent that Unit Holders' Returns would
otherwise be greater than the Threshold.
18.7 Cessation of Trust or management: On termination of the Trust, or if the Manager
ceases to hold office as manager of the Trust for any reason, the Manager shall be paid
out of the Assets:
(a) all fees under this section 18 which have accrued prior to the date of
termination or cessation (as the case may be), within 14 days of that date;
(b) a proportion of the Base Fee instalment accrued or payable for the month in
which the date of termination or cessation (as the case may be) falls, equal to
the proportion that the number of days in that month prior to (and including)
that date bears to the total number of days in that month, within 14 days of the
end of that month. Any person becoming the manager of the Trust in that
month shall be entitled to the balance of the Base Fee instalment;
(c) an amount equal to the Performance Fee that would be payable under clauses
18.4 to 18.6 for the period between the expiry of the prior Financial Year and
the date of termination or cessation (as the case may be), calculated as if that
period was a Financial Year, and provided that:
(i) notwithstanding anything in clause 18.6, any Net Balance at the end
of the prior Financial Year shall be applied in accordance with clause
18.6(b)(i) or clause 18.6(b)(ii) (as the case may be), without restriction
by the Threshold or Cap, to determine Unit Holders' Returns in that
period;
(ii) notwithstanding anything in clause 18.4(b), for the purposes of this
clause 18.7 the "Threshold" means, for that period, an amount
calculated at the Target Return per annum on the opening Unit price
for that period (calculated in accordance with clause 18.4(c)) and
expressed as a monetary amount;
(iii) if Unit Holders' Returns in that period are greater than the Cap, the
Performance Fee for that period shall be determined in accordance
with clause 18.4(a)(iii), except that it shall not be limited by reference
to the Cap, provided that no Performance Fee shall be payable if Unit
Holders' Returns in that period are less than zero; and
(iv) no Performance Fee shall be payable for the Financial Year in which
the termination or cessation occurs to any person becoming the
manager of the Trust in that period. At the commencement of the
following Financial Year, the Net Balance shall be deemed to be zero.
18.8 Obligation to subscribe for Units:
(a) On receipt of payment of any Base Fee, the Manager shall immediately
thereafter subscribe (or cause a person nominated by the Manager to
subscribe) for, and shall issue to itself or such person, a number of Units
(rounded down to the nearest whole number of Units) determined as follows:

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36
P
Fee Base of Amount
Units of Number=

where "P" is the higher of:
(i) the weighted average trading price of the Units on the NZSX over the
five Business Days preceding the date of receipt of payment of the
Base Fee; and
(ii) the Net Asset Value per Unit on the day immediately preceding the
date of receipt of payment of the Base Fee,
provided that if the Units are not Quoted, or if no sale occurred on any day
referenced in paragraph (i), "P" shall be the amount specified in paragraph (ii).
The Manager or other person to whom the Units are issued shall immediately
pay an amount equal to the Base Fee to the Supervisor as payment for the
issue of such Units.
(b) Clause 18.8(a) shall have no application:
(i) to any Base Fee or other amount paid in accordance with clause 18.7;
(ii) if the issue of any Units pursuant to that clause would breach the
Listing Rules;
(iii) if the Manager, having taken legal advice from a firm experienced in
matters of this nature, determines that it would be, or would likely be,
a breach of any law to issue any Units pursuant to that clause;
(iv) if a majority of the Independent Directors (as defined in the Listing
Rules) of the Manager determines that the issue of Units pursuant to
clause 18.8(a) is not in the best interests of the Trust;
(v) to the extent that the issue of Units pursuant to clause 18.8(a),
assuming any issue of Units expected to be made under clause
18.8(c) (or otherwise expected to be made to any member of the
group of companies, trusts and other entities of which the Manager is
a member) had been made, would cause the Manager or that group
to hold 25% or more of the total Units, or, where the Manager or that
group already holds 25% or more of the total Units, would cause the
Manager or that group to hold a higher percentage of the total Units;
or
(vi) to any Base Fee paid with respect to any period after 31 March 2019.
(c) On receipt of payment of any Performance Fee, the Manager shall immediately
thereafter subscribe (or cause a person nominated by the Manager to
subscribe) for, and shall issue to itself or such person, a number of Units
(rounded down to the nearest whole number of Units) determined as follows:
P
Fee ePerformanc of Amount
Units of Number=

where "P" is the higher of:

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(i) the weighted average trading price of the Units on the NZSX over the
five Business Days preceding the date of receipt of payment of the
Performance Fee; and
(ii) the Net Asset Value per Unit on the day immediately preceding the
date of receipt of payment of the Performance Fee,
provided that if the Units are not Quoted, or if no sale occurred on any day
referenced in paragraph (i), "P" shall be the amount specified in paragraph (ii).
The Manager or other person to whom the Units are issued shall immediately
pay an amount equal to the Performance Fee to the Supervisor as payment for
the issue of such Units. Units issued under this clause shall be issued after the
final record date for any distribution made to Unit Holders for, and relating to,
that Financial Year.
(d) Clause 18.8(c) shall have no application:
(i) to any Performance Fee or other amount paid in accordance with
clause 18.7;
(ii) if the issue of any Units pursuant to that clause would breach the
Listing Rules;
(iii) if the Manager, having taken legal advice from a firm experienced in
matters of this nature, determines that it would be, or would likely be,
a breach of any law to issue any Units pursuant to that clause; or
(iv) if a majority of the Independent Directors of the Manager determine
that the issue of Units pursuant to clause 18.8(c) is not in the best
interests of the Trust.
18.9 Other fees:
(a) The Manager may, with the Supervisor's approval (such approval not to be
unreasonably withheld or delayed), employ other members of the Group in
accordance with this deed to provide services, including the services described
in sub-clause (b) below, but not any services which are ordinarily expected to
be performed by the Manager itself. These providers will be paid a reasonable
fee for their services by the Trust. Such services shall be on normal
commercial terms, or terms as favourable to the Trust as normal commercial
terms.
(b) Instead of contracting other parties to do so, the Manager may, with the
Supervisor's approval (such approval not to be unreasonably withheld or
delayed), itself provide services in relation to engineering, repairs,
maintenance, leasing, sales and acquisitions, property development, project
management, building design and registry management. The Manager is
entitled to reasonable fees for these services, if it provides them itself, in
addition to its fees for managing the Trust. Such services shall be on normal
commercial terms, or terms as favourable to the Trust as normal commercial
terms.
18.10 Amendment: Clauses 18.1 to 18.15 shall not be amended without the agreement of the
Manager.
18.11 Reimbursement of Expenses: In addition to its fees the Manager is entitled to be
reimbursed out of the Trust for the following items of expenditure in relation to the Trust:

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(a) all costs, charges and disbursements incurred in connection with the
acquisition, development, registration, custody, ownership, leasing of
tenancies, disposal of or other dealing with an Asset including legal costs,
stamp duties, valuation fees, search and enquiry fees, brokerage, commission,
registration fees and other outgoings of and in connection with the investigation
of or negotiation for the acquisition, sale, transfer, exchange, replacement,
refurbishment, redevelopment or other dealing with or disposition of an Asset;
(b) the costs of convening and holding any meetings of Unit Holders;
(c) duty on cheques issued to Unit Holders and stamp duty (if any) in respect of
the repurchase, redemption and sale of Units;
(d) the reasonable remuneration and expenses of the Auditor in relation to the
Trust;
(e) the reasonable remuneration and expenses of the Valuer and any real estate
agent;
(f) reasonable property development fees and expenses;
(g) reasonable acquisition, sales and leasing commissions;
(h) any liability of the Manager or its directors under the Act, or repayment of
subscription amounts pursuant to the Act;
(i) reasonable building design fees;
(j) all Taxes or any amount in bona fide reimbursement of any such Taxes
properly charged to the Supervisor or Manager (whether by any taxing
authority or any other person) in connection with the operation of the Trust on
account of the Manager, the Supervisor, any Unit Holder or otherwise
(excluding any Taxes levied on the Manager or the Supervisor in its personal
capacity);
(k) all mailing and postage costs in respect of all certificates, cheques, Financial
Statements, distribution statements, notices and other documents posted to all
or any Unit Holders or other persons in relation to the Trust in accordance with
the provisions of this deed;
(l) the costs of preparation of this deed or any amendments, including the fees of
solicitors and other advisors in relation thereto;
(m) costs for the services identified in clause 18.9(b) where those services are
provided by persons other than the Manager;
(n) the reasonable costs of investigating proposals for the Trust;
(o) the following costs, charges and expenses incurred by the Manager (or by the
Supervisor after consultation with the Manager):
(i) fees and expenses of any solicitor, barrister, chartered accountant,
computer expert or other professional adviser or other expert from
time to time employed in relation to the Trust;
(ii) all costs, charges and expenses incurred in relation to the
preparation, registration and distribution of any prospectus or
investment statement issued by the Manager and any offer and issue

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of Units (including, without limitation, expenses and brokerage) in
relation to the Trust and the preparation, registration (if requisite) and
distribution of any periodical or other report or document required by
law or this deed to be prepared in respect of the Trust;
(iii) expenses in connection with the keeping of accounting records and
the Register; and
(iv) all other costs, charges and expenses incurred in connection with the
ordinary administration of the Trust excluding any internal
administration expenses of the Manager or the Supervisor.
(p) all amounts payable in relation to listing the Trust or quotation of the Units on
the NZSX or any other stock exchange upon which the Trust is listed;
(q) any other expenditure properly and reasonably incurred by the Manager in
connection with carrying on its duties under this deed in relation to the Trust;
and
(r) such other amounts for which, pursuant to any other provision of this deed, the
Manager is properly entitled to be reimbursed.
18.12 Supervisor to Assist Management: Subject to this deed, the Supervisor is
empowered to advance or otherwise make available to the Manager out of the Trust, or
to authorise the Manager to retain out of the Trust, such amount as the Supervisor from
time to time considers to be reasonable and proper in order to enable the Manager to
perform and carry out its powers and obligations with regard to the management of the
Trust. Any such amount shall be on account only of costs, charges and expenses that
are, or will become, reimbursable to the Manager, or are or will be owing in respect of
Assets. The Manager shall, whenever so required by the Supervisor, furnish to the
Supervisor such evidence as the Supervisor may require as to the utilisation of any such
amounts and the purpose for which the same have been or are intended to be applied
by the Manager.
18.13 Auditor's Certificate: The Supervisor may request and accept as satisfactory evidence
of the amounts properly payable to the Manager under the provisions of this clause 18,
a certificate of the Auditor. Any amounts which may be overpaid or over provided to the
Manager pending the furnishing of such certificate shall be repaid by the Manager to the
Supervisor forthwith after the completion of such certificate.
18.14 Manager to Bear Other Outgoings: Except as otherwise specifically provided for in
this deed, all costs, charges, expenses and outgoings incurred by the Manager in
relation to the management and administration of the Trust shall be borne and paid by
the Manager.
18.15 Waiver of Fees and Remuneration: The Manager may at any time and from time to
time, by notifying the Supervisor, in its absolute discretion, waive payment of fees,
remuneration or reimbursement due to it generally or in relation to any particular Unit
Holder or potential Unit Holder.
19. REMOVAL AND RETIREMENT OF MANAGER
19.1 Removal of Manager from office: The Manager shall cease to hold office as Manager
of the Trust if:
(a) the Manager is removed from office by the High Court pursuant to section 209
of the Act on the application of the Supervisor, any Unit Holder, or the FMA; or

2950542 v17
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(b) the Supervisor certifies pursuant to section 185(1)(a) of the Act that it is in the
best interests of Unit Holders that the Manager should cease to hold office and
directs (in writing) that the manager be removed; or
(c) pursuant to section 185(1)(b) of the Act, Unit Holders so direct by means of an
Extraordinary Resolution; or
(d) the Manager is removed from office by the Supervisor on any of the grounds
specified in clause 19.2.
If the Supervisor or any Unit Holder proposes to make an application of the nature
referred to in clause 19.1(a), or the Supervisor is proposing to act in accordance with
clause 19.1(b), the Supervisor or Unit Holder shall give 10 Business Days' notice to the
Manager of the proposal (setting out, in reasonable detail, the rationale for the
proposal), and shall reasonably consult in that period with the Manager as to the
Supervisor's or Unit Holder's concerns, before making any such application or so acting,
provided that the Supervisor shall be under no obligation to give such notice to, or
consult with, the Manager (as the case may be) if the Supervisor, having regard to the
interests of Unit Holders generally, considers that the circumstances are such that it is
necessary for it to exercise its rights under sections 185(1)(a), 185(1)(b) or 209(1)(a) of
the Act before the 10 Business Day period expires.
19.2 Removal of Manager from office by Supervisor: The Supervisor shall be entitled to
remove the Manager if:
(a) the Manager is in material breach of its obligations under this deed, and which
breach has prejudiced or will prejudice Unit Holders;
(b) the Manager fails, in a material manner or to a material extent, to carry out its
duties to the reasonable satisfaction of the Supervisor; or
(c) the Manager is wound up (except for the purposes of an amalgamation or
reconstruction while solvent) or a receiver is appointed in respect of the
Manager,
provided that the Supervisor shall not be so entitled to remove the Manager pursuant to
either of clauses 19.2(a) or 19.2(b), unless the Supervisor has given 30 Business Days'
prior notice to the Manager of the relevant breach or failure, and the Manager has failed
in that period to remedy, or take reasonable steps to remedy, that breach or failure.
19.3 Manager to cease activities: If the Manager ceases to hold office in relation to the
Trust pursuant to clauses 19.1 or 19.2 the Manager shall immediately desist from all
activities related to the Trust.
19.4 Manager may retire: The Manager may retire in relation to the Trust at any time,
without assigning any reason, upon giving 90 days' notice in writing to the Supervisor of
its intention to do so. No such retirement shall take effect until a new Manager has been
appointed in relation to the Trust pursuant to clause 19.5 and has executed the deed
referred to in clause 19.6.
19.5 Supervisor to appoint a temporary Manager: Where there is a vacancy in the office
of manager or the Manager for the Trust has retired, a temporary manager shall be
appointed by the Supervisor in accordance with section 186(3) of the Act. A permanent
Manager for the Trust shall be appointed by the Unit Holders in accordance with clause
24.37(g).
19.6 Provisions in relation to new Manager: A new or temporary Manager appointed in
relation to the Trust shall forthwith upon such appointment execute a deed in such form

2950542 v17
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as the Supervisor may require whereby the new or temporary manager undertakes to
the Supervisor and the Unit Holders to be bound by all the covenants on the part of the
Manager hereunder from the date of such appointment and from such date the former
Manager shall be absolved and released from all such covenants hereunder (save in
respect of any antecedent breach hereof) and the new or temporary Manager shall
thereafter exercise all the powers and enjoy and exercise all the rights and shall be
subject to all duties and obligations of the Manager hereunder in all respects as if such
new or temporary Manager had been originally named as a party hereto.
19.7 Manager's entitlements preserved: Nothing in this clause 19 shall prevent the
Manager from receiving payment or a benefit which has accrued to the Manager
pursuant to the terms of this deed prior to the date of or arising on the Manager's
retirement or removal from office.
19.8 Settlement of amounts owing: The Supervisor may settle with the Manager the
amount of any sums payable by the Manager to the Supervisor or by the Supervisor to
the Manager and may give to or accept from the Manager a discharge in respect thereof
and any such settlement or discharge shall be conclusive and binding.
19.9 Transfer of management to members of the Group: Notwithstanding any other
provision of this deed, the Manager may, upon giving written notice to the Supervisor,
transfer its office of manager under this deed to any other member of the Group subject,
at the request of the Supervisor, to any arrangements between the Supervisor and the
Manager being assumed by the new manager.
19.10 Retirement of Goodman (NZ) Limited: Notwithstanding any other provision of this
deed, if Goodman (NZ) Limited ceases for any reason, other than because of a transfer
under clause 19.9, to be the Manager then (except to the extent that Goodman (NZ)
Limited agrees otherwise in writing):
(a) if on the date of such cessation the name of the Trust includes the expression
"Goodman", from that date the name of the Trust shall be a name, without the
expression "Goodman", set by the Manager; and
(b) the Supervisor and the Manager shall each ensure that, from the date of such
cessation, the expression "Goodman" does not appear in any documents,
publications, or advertisements relating to the Trust, and that all Registers and
records are amended to record the change of name of the Manager.
19.11 Benefit to the Group: It is hereby declared, for the purposes of the Contracts (Privity)
Act 1982, that clause 19.10 shall be enforceable by any member of the Group.
However, the benefit extended to members of the Group is intended to be limited by,
and enforceable subject to, the rights of parties to the deed to vary or discharge benefits
or obligations as provided in this deed, without the consent of members of the Group,
other than Goodman (NZ) Limited (the consent of which shall be required).
19.12 Benefit to the Colonial Group: Notwithstanding any other provision of this deed,
unless Colonial First State Investments (NZ) Limited agrees otherwise in writing, the
Supervisor and the Manager shall each ensure that the expression "Colonial" does not
appear in any documents, publications, or advertisements relating to the Trust, and that
all Registers and records have been amended to record the change of name of the
Manager from Colonial First State Property (NZ) Limited to Macquarie Goodman (NZ)
Limited. For the purposes of the Contracts (Privity) Act 1982, this clause 19.12 shall be
enforceable by any member of the group of companies of which Colonial First State
Investments (NZ) Limited is a member (referred to in this clause 19.12 as the "Colonial
Group"). However, the benefit extended to members of the Colonial Group is intended
to be limited by, and enforceable subject to, the rights of parties to the deed to vary or
discharge benefits or obligations as provided in this deed, without the consent of

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members of the Colonial Group, provided that the consent of Colonial First State
Investments (NZ) Limited shall be required to any amendment to this clause 19.12.
SECTION 11: THE SUPERVISOR
20. SUPERVISOR'S POWERS
20.1 General Powers: Subject to the provisions of this deed and the Act and the powers,
rights and discretions given to the Manager by the Act and this deed, the Supervisor
shall have the rights and powers in respect of the Trust and over and in respect of the
Assets which it could exercise if it were the absolute and beneficial owner of such
Assets. Notwithstanding the preceding references to the provisions of this deed, the
Supervisor shall have the power to settle and complete all transactions in respect of the
Trust.
20.2 Limited Investment Policy: The Supervisor acknowledges and relies upon the
intention of this deed that, unless the Manager in its absolute discretion decides
otherwise, the only transactions intended to be entered into on behalf of the Trust are
those which are consistent with the Statement of Investment Policy and Objectives, and
the Supervisor is directed to act in accordance with this intention.
20.3 Limitation on Investment Duty: Accordingly, notwithstanding the provisions of the
Trustee Act 1956, the Supervisor is not, and will not be, required to exercise any care,
diligence and skill that a prudent person might otherwise exercise in diversifying the
Assets irrespective of any belief or opinion or advice that the Manager or the Supervisor
may hold or receive as to the prospects for the relevant Assets and the possibility of
appreciation or depreciation on the value of the Units, to the intent that the benefit to be
derived or derivable by Unit Holders and the investment risks they bear shall continue to
reflect the limited investment policy set out in clause 20.2.
20.4 Power to Borrow and give Guarantees:
(a) Subject to clauses 20.4(b) to 20.4(e), the Supervisor shall have the power to,
and at the direction of the Manager if the Statement of Investment Policy and
Objectives so allow shall, raise or borrow any sum or sums of money or obtain
credit, accommodation or finance for the purposes of the Trust, and give any
guarantee or undertaking or security in relation to the repayment of money and
interest, costs and other charges and expenses upon such terms and
conditions in all respects as the Manager may think fit, and in particular but
without limiting the generality of the terms of this clause by becoming a party to
a bill of exchange or by charging or mortgaging all or any of the Assets;
provided that the aggregate of total borrowings made by the Supervisor
together with any amounts guaranteed (not being amounts included in total
borrowings) shall not exceed 50% of the aggregate Value of the Assets.
(b) All borrowings, raising of money, charging of Assets, guarantees or other
similar transactions entered into or undertaken pursuant to this clause 20.4 in
relation to the Trust ("Security Transactions") shall be entered into or made
only where the Manager in good faith determines that the Security
Transactions are necessary or desirable in the general interests of the Unit
Holders or for the purposes of conducting the investment or management or
other operations of the Trust pursuant to this deed including the repayment or
redemption of any Units from time to time and the Supervisor or any lender
may rely upon a certificate given by the Manager as to any determination made
by the Manager in respect of any Security Transaction.

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(c) The Manager shall determine and give notice to the Supervisor of the amounts,
name of the lender, and other terms and conditions of all borrowing, credit
accommodation, or finance to be undertaken by the Trust and all guarantees
and securities to be entered into. The Supervisor shall subject to clause
20.4(e) enter into and execute all loan documents, guarantees and securities
and will take all other steps necessary to give effect to any such borrowing,
credit accommodation, or finance or the giving of such guarantees and
securities.
(d) The Manager shall not take any action which causes the borrowing limitation in
clause 20.4(a) to be exceeded.
(e) There shall be no obligation upon the Supervisor to comply with any direction
given pursuant to clause 20.4(a) or clause 20.4(c) or to complete any
documents, guarantees or securities unless the Supervisor is satisfied that the
Supervisor's liability is restricted to the Assets.
(f) No person lending or advancing money to the Supervisor in respect of the
Trust or completing documents, or guarantees or securities in respect thereof
shall be concerned to enquire as to whether or not the limitations set out in
clause 20.4(a) have been observed.
20.5 Appointment of Advisors: In addition to any right under the Act and without in any
way affecting the generality of the foregoing, the Supervisor in carrying out and
performing the duties on its part as owner of the Assets may appoint, engage, employ
and contract any Valuer, barrister, solicitor, accountant, stockbroker, and such other
person or persons as may be necessary usual or desirable for the purpose of assisting it
in exercising its powers and performing its obligations under this deed and all
reasonable and proper fees, charges and money payable to any such person or persons
and all disbursements, expenses, duties and outgoings properly chargeable in respect
thereto shall be paid by the Supervisor or Manager from the Trust. Any person
appointed by the Supervisor pursuant to this clause shall be appointed following
consultation with the Manager.
20.6 Custodian: The Supervisor shall be entitled in accordance with the Act to nominate a
custodian in respect of the Trust in which shall be vested the Assets.
20.7 Covenants by Supervisor: The Supervisor covenants with the Manager in relation to
the Trust and with the intent that the benefit of this covenant shall inure not only to the
Manager but also to the Unit Holders:
(a) The Supervisor will act continuously as Supervisor until the Trust is terminated
as herein provided or it has retired or been removed as Supervisor in the
manner herein provided.
(b) Subject to the terms of this deed, the Supervisor shall use all reasonable
endeavours to ensure the Assets are kept safely and shall hold them as trustee
for the Unit Holders upon the terms of this deed.
(c) Except as directed by the Manager or otherwise provided in this deed, the
Supervisor shall not sell, mortgage, charge or part with possession of (or
permit any nominee of the Supervisor so to do) any of the Assets.
(d) The Supervisor shall without delay forward to the Manager all notices, reports,
circulars and other documents received by it or on its behalf as holder of the
Assets.

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(e) The Supervisor will institute, prosecute, defend and compromise all such legal
and arbitral proceedings related to its duties and obligations as Supervisor, and
refer all such matters to arbitration and submit to arbitration, as the Manager
may request in writing and in such places and jurisdictions as the Manager
may so request.
(f) Subject to the terms of this deed and the Act, the Supervisor shall execute all
such proxies, powers of attorney and other instruments, deal with the Assets,
and exercise any discretion conferred on the Supervisor under this deed, to
enable the Manager or any person nominated by the Manager to exercise the
powers of management or other rights of the Manager in relation to this deed.
Provided that the Supervisor shall be entitled to require, prior to acting in any
circumstances where in the Supervisor's view it is reasonable to do so, evidence
satisfactory to it that it will be indemnified from the Assets for any costs or expenses
incurred as a consequence of so acting and shall not be liable or responsible for any
losses arising from its failure to act in such circumstances.
20.8 Supervisor's Indemnity: Should the Supervisor purchase or otherwise acquire or sell
or otherwise dispose of any Asset in relation to which there is a liability, the Supervisor
will have a right of indemnity out of the Trust in respect of the liability except to the
extent that such liability may be attributable to the Supervisor's own negligence or wilful
act or default.
21. FEES AND EXPENSES - SUPERVISOR
21.1 Supervisor's Fees: The Supervisor shall be entitled to receive and retain for its own
use and benefit out of the Trust, by way of remuneration for its services as Supervisor,
such fees as may be agreed upon in writing between the Supervisor and the Manager.
21.2 Reimbursement of Expenses: In addition to its fee referred to in clause 21.1, the
Supervisor is authorised to pay out of the Trust or reimburse itself from the Trust for the
following items of expenditure incurred by the Trust that may from time to time be met by
the Supervisor from its own funds:
(a) the remuneration of the Auditor and any reasonable expenses from the Auditor
sustained in the course of the performance of the duties of the Auditor;
(b) all mailing and postage costs from time to time incurred in sending documents
to Unit Holders in conformity with any requirement of this deed and the Act and
all cheque duty from time to time properly payable upon cheques in relation to
the Trust;
(c) all disbursements properly incurred in connection with the acquisition,
development, registration, custody, ownership, disposal of or other dealing with
an Asset including legal costs, stamp duties, valuation fees, search and
enquiry fees, brokerage, commission, registration fees and other outgoings of
and in connection with the investigation of or negotiation for the acquisition,
sale, transfer, exchange, replacement, refurbishment, redevelopment or other
dealing with or disposition of an Asset;
(d) all Taxes or any amount in bona fide reimbursement of any such Taxes
properly charged to the Supervisor or Manager (whether by any taxing
authority or any other person) in connection with the operation of the Trust on
account of the Manager, the Supervisor, any Unit Holder or otherwise
(excluding any Taxes levied on the Manager or the Supervisor in its personal
capacity);

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(e) fees paid or becoming payable for valuations of the Assets carried out in
conformity with any provision of this deed;
(f) such other fees, charges and amounts as have been paid or as are payable to
any person appointed or engaged by the Supervisor pursuant to a provision of
this deed authorising such appointment or engagement to the extent that such
fees, charges and amounts would be payable or reimbursable to the
Supervisor under any other provision of this clause or under any other
provision of this deed if the services performed by the person so appointed or
engaged had been carried out directly by the Supervisor;
(g) all costs and disbursements incurred in relation to the convening and holding of
meetings of Unit Holders;
(h) all amounts payable in relation to listing the Trust and quotation of the Units on
the NZSX or any other stock exchange upon which the Trust is listed;
(i) any other expenditure properly and reasonably incurred by the Supervisor in
connection with its acting as Supervisor under this deed; and
(j) such other amounts for which, pursuant to any other provision of this deed, the
Supervisor is properly entitled to be reimbursed.
22. REMOVAL AND RETIREMENT OF SUPERVISOR
22.1 Removal of Supervisor: The Supervisor may be removed from office as supervisor
pursuant to section 193 of the Act.
22.2 Retirement of Supervisor: The Supervisor may retire as trustee and supervisor of the
Trust at any time without assigning any reason upon giving 90 days' notice in writing to
the Manager of its intention so to do subject to the due appointment of a new
Supervisor, the transfer to such new Supervisor of all of the Assets and any other
requirement in the Act.
22.3 Appointment of a New Supervisor: The power of appointing a new trustee and
supervisor of the Trust (in place of a Supervisor which has retired pursuant to clause
22.2 or been removed from office pursuant to clause 22.1) shall be vested in the
Manager and, where provided by relevant legislation, the Financial Markets Authority.
No person shall be appointed as a new Supervisor unless that new Supervisor is
licensed (as that term is defined in the Act) and that licence covers the supervision of
the Trust.
22.4 Failure to Appoint Supervisor: If the office of supervisor becomes vacant for any
reason, and a new supervisor has not been appointed within two months of such
vacancy occurring (including under the provisions of the Financial Markets Supervisors
Act 2011), the Trust shall be wound up.
SECTION 12: PROVISIONS RELATING TO SUPERVISOR AND MANAGER
23. INDEMNITY AND RESPONSIBILITIES
23.1 Indemnity: The Supervisor and the Manager shall each be indemnified out of the Trust,
to the extent permitted by the Act, from and against:

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(a) any and all liabilities, losses and costs incurred by the Supervisor or Manager
in performing any of their respective duties or exercising any of their respective
powers pursuant to this deed; and
(b) all actions, proceedings, costs, claims and demands in respect of any matter or
thing relating to the Trust, including all actions in relation to the offer and issue
of Units.
Unit Holders may by Extraordinary Resolution release the Supervisor or Manager or
both, from any liability, and indemnify the Supervisor or Manager or both from and
against any liability, either with respect to specific acts or omissions or on the Supervisor
or Manager ceasing to act.
23.2 Lien: The Supervisor and the Manager shall have a lien on and may use any, or any
part of, any Asset for the time being in the hands or coming into the hands of the
Supervisor or the Manager for the indemnity referred to in clause 23.1 and also for the
payment of all fees, charges, reimbursements and other amounts which may be charged
against or deducted from the Assets under this deed.
23.3 Reliance of Manager and Supervisor: Neither the Supervisor nor the Manager shall
incur any liability in respect of any action taken or thing suffered by the Supervisor or
Manager in reliance upon any notice, resolution, direction, consent, certificate, receipt,
affidavit, statement, certificate of stock, plan of reorganisation or other paper or
documents reasonably believed by the Supervisor or the Manager (as the case may be)
to be genuine and to have been passed or signed by the proper parties.
23.4 Prohibited Performance: Neither the Supervisor nor the Manager shall incur any
liability to anyone in respect of any failure to perform or do any act or thing which, by
reason of any provisions of any present or future law, or ordinance, rule, regulation, or
by-law made pursuant thereto, or of any decree, order or judgment of any competent
court, the Supervisor or the Manager shall be hindered, prevented or forbidden from so
doing or performing.
23.5 Tax Payments in Good Faith: Neither the Supervisor nor the Manager shall be liable
to account to any Unit Holder or otherwise for any payments made by the Supervisor or
the Manager in good faith to any fiscal authority for Taxes upon the Trust or in respect of
Unit Holders or upon any Unit certificates or with respect to any transaction under this
deed notwithstanding that any such payment need not have been made.
23.6 Supervisor Relying on Advice: The Supervisor may act on the opinion or advice of, or
a certificate or any information obtained from, any lawyer, accountant, surveyor, broker,
auctioneer, banker or other expert in New Zealand or elsewhere (which may be a
Related Person of the Manager or the Supervisor) (whether obtained by the Manager or
the Supervisor) and the Supervisor shall not be responsible for any loss occasioned by
so acting so long as the Supervisor has no reason to believe that the opinion or advice
is not authentic. Any such opinion, advice, certificate or information may be sent or
obtained by letter, telex, facsimile transmission, telegram or cable or other electronic
means and the Supervisor shall not be liable for acting thereon although the same may
contain some error or may not be authentic.
23.7 Manager Relying on Advice: The Manager may act on the opinion or advice of or a
certificate or any information obtained from any lawyer, accountant, surveyor, broker,
auctioneer, banker or other expert in New Zealand or elsewhere (which may be a
Related Person of the Manager or the Supervisor) (whether obtained by the Manager or
the Supervisor) and the Manager shall not be responsible for any loss occasioned by so
acting so long as the Manager has no reason to believe that the opinion or advice is not
authentic. Any such opinion, advice, certificate or information may be sent or obtained
by letter, telex, facsimile transmission, telegram or cable or other electronic means and

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the Manager shall not be liable for acting thereon although the same may contain some
error or may not be authentic.
23.8 Communication between Manager and Supervisor: Whenever pursuant to any
provision of this deed any certificate, notice, instruction or other communication is to be
given by the Manager to the Supervisor, or the Supervisor to the Manager, the
Supervisor or the Manager, as the case may be, may accept as sufficient evidence
thereof a document signed on behalf of the Manager or Supervisor by any one of their
directors or by any other person or persons duly authorised by the Manager or
Supervisor or any other form of communication as agreed.
23.9 Discretion of Supervisor: The Supervisor shall (save as otherwise provided in this
deed) as regards all the powers, authorities and discretions vested in it by this deed or
by operation of law have absolute and uncontrolled discretion as to the exercise or non-
exercise thereof and, provided it shall not have acted fraudulently or with gross
negligence, by act or omission, the Supervisor shall not be responsible for any loss,
costs, damages, expenses or inconvenience that may result from the exercise or non-
exercise thereof.
23.10 Discretion of Manager: The Manager shall (save as otherwise provided in this deed)
as regards all the powers, authorities and discretions vested in it by this deed or by
operation of law have absolute and uncontrolled discretion as to the exercise or non-
exercise thereof and, provided it shall not have acted fraudulently or negligently by act
or omission, the Manager shall not be responsible for any loss, costs, damages,
expenses or inconvenience that may result from the exercise or non-exercise thereof.
23.11 No Conflicts of Interest for Supervisor or Manager: Nothing in this deed or any rule
of law shall prevent the Supervisor, or any Related Person of the Supervisor, or any
shareholder, director, officer, or employee of the Supervisor or any Related Person of
the Supervisor, or the Manager, or any Related Person of the Manager, or any
shareholder, director, officer, or employee of the Manager or any Related Person of the
Manager, from:
(a) subscribing for, purchasing, holding, dealing in, or disposing of Units; or
(b) otherwise at any time contracting or acting in any capacity (whether as
principal, representative or agent) for, or entering into any sale or purchase,
financial, banking, agency, or other transaction with, either or both of the
Supervisor or Manager (whether in respect of the Trust or otherwise) or with
any Unit Holder or any person whatsoever; or
(c) being interested in any such contract, transaction or otherwise; or
(d) acting as trustee or supervisor or manager of any other unit trust or investment
fund; or
(e) holding any Asset jointly with the Trust;
and none of them shall be in any way liable to account either to any other of them, the
Trust, or to the Unit Holders or any of them for any profits or benefits (including, without
limitation, any customary bank charges, commission, exchange, brokerage and fees)
made or derived thereby or in connection therewith.
23.12 Limitation on Payments to Unit Holders: Except in respect of any fraud or wilful
default on the part of the Supervisor or the Manager, in no event shall the Supervisor or
the Manager, as the case may be, be bound to make any payment to Unit Holders of the
Trust except out of funds held by it for that purpose under the provisions of this deed.

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23.13 Failure to Carry out Agreement: Subject to the provisions of this deed neither the
Supervisor nor the Manager will be liable for the failure of any person to carry out any
agreement with the Trust.
23.14 Validity of Signatures: The Supervisor shall be entitled to assume the validity of any
signature on any transfer, form of application or other instrument so long as the
Supervisor has no reason to believe that such signature is not genuine.
23.15 No Dealings With Instruments where unpaid charges: The Manager and the
Supervisor shall not be required to effect any transaction or dealing with any certificate,
transfer or other instrument on behalf of, or for the benefit or at the request of, any Unit
Holder unless such Unit Holder shall first have paid in cash or otherwise provided, to the
Manager's and the Supervisor's satisfaction, for all duties, Taxes, governmental
charges, brokerage, transfer fees registration fees and other charges (whether similar to
the foregoing or not) whether in respect of the certificate, transfer or other instrument or
otherwise (in this clause called collectively "duties and charges") which may have
become, or may be payable, in respect of, or prior to, or upon the occasion of, such
transaction or dealing, provided always that the Supervisor shall be entitled if it so thinks
fit to pay and discharge all or any of such duties and charges on behalf of the Unit
Holder and to retain the amount so paid out of any money or property to which such Unit
Holder may be or become entitled hereunder. This clause shall not affect the
obligations of the Supervisor or the Manager elsewhere contained in this deed relating
to duties and other expenses in respect of the Assets.
23.16 Legal Proceedings by Supervisor: The Supervisor may bring legal proceedings:
(a) to obtain or recover any money that is payable to the Supervisor or any Assets
that are to be vested in the Supervisor in accordance with the provisions of this
deed;
(b) for damages against any person arising out of any loss suffered by any Unit
Holder or Unit Holders, or by the Supervisor or Manager on behalf of the Trust,
which the Supervisor or the Manager considers is recoverable; or
(c) to secure compliance with the provisions of this deed and the terms of any
Prospectus or other offering document relating to the Trust.
23.17 Documents in Safe Deposit: The Supervisor shall be at liberty to place this deed and
all deeds and other documents relating to this deed in any safe deposit, safe or other
receptacle selected by the Supervisor, or with any bank, lawyer or firm of lawyers
believed by it to be of good repute, and the Supervisor shall not be responsible for or be
required to insure against any loss incurred in connection with any such deposit.
23.18 Resolutions of Unit Holders: Neither the Supervisor nor the Manager shall be held
responsible for acting upon any resolution purporting to have been passed at any
meeting of Unit Holders in respect whereof minutes have been made and signed even
though it may subsequently be found that there was some defect in the constitution of
the meeting or the passing of the resolution or that for any reason the resolution was not
valid or binding upon the relevant Unit Holders.
23.19 Forged Certificates: The Supervisor and the Manager shall not be liable to each other
or any Unit Holder by reason of having accepted as valid or not having rejected any
certificate purporting to be such and subsequently found to be forged or not authentic.
23.20 Reliance by Manager and Supervisor:
(a) The Manager shall not be responsible for any loss arising as a result of any act
or omission of the Supervisor except to the extent that such loss is caused by

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the negligence or default of the Manager and the Supervisor shall not be
responsible for any loss arising as a result of any act or omission of the
Manager except to the extent that such loss is caused by the negligence or
default of the Supervisor.
(b) The Manager shall not be responsible for any loss caused by its failure to
check any information, document, form or list supplied or purported to be
supplied to it by the Supervisor except to the extent that such loss is caused by
the negligence or default of the Manager and the Supervisor shall not be
responsible for any loss caused by its failure to check any information,
document, form or list supplied or purported to be supplied to it by the Manager
except to the extent that such loss is caused by the negligence or default of the
Supervisor.
23.21 Disclosure of Information: Subject to the terms of this deed, neither the Manager nor
the Supervisor shall (unless ordered to do so by a court of competent jurisdiction) be
required to disclose to any Unit Holder confidential, financial or other information made
available to it by the other in connection with this deed.
23.22 Priority for Remuneration: The Supervisor and the Manager may retain and pay in
priority to any claim by Unit Holders their respective fees and reimbursement of
expenditure out of any money for the time being held in the Trust whether in the nature
of income or in the nature of capital.
23.23 Limit on Supervisor's Responsibility: The Supervisor shall not be responsible for any
loss or damage resulting from any act, omission, neglect, mistake or default in relation to
the Trust save to the extent that the loss or damage is caused by the Supervisor's failure
to show the degree of care and diligence required by section 154 of the Act.
SECTION 13: MEETINGS
24. MEETINGS OF UNIT HOLDERS
24.1 Manager shall convene annual meetings: The Manager shall convene an annual
meeting of Unit Holders to be held:
(a) not later than 6 months after each balance date (as that term is defined in the
Act) of the Trust; and
(b) not later than 15 months after the previous annual meeting.
24.2 Manager may convene meetings: The Manager may at any time convene a meeting
of Unit Holders.
24.3 Unit Holders or Supervisor may request convening meetings: On request in writing
of the Supervisor, or of either one-twentieth in number of the Unit Holders, or of a Unit
Holder or Unit Holders holding (at the date of the receipt by the Manager of the request)
not less than one-twentieth of the Units then on issue, the Manager shall convene a
meeting of Unit Holders. Any such request shall state the nature of the business to be
conducted, the terms of any resolution to be proposed at the meeting, and include an
explanatory note as to the reasons for the resolution (and the Manager shall include that
description of the business, the resolution and the explanatory note in the notice issued
for that meeting). The Manager shall include comments on any proposed business or
resolution from either or both of the Manager or Supervisor in or with the notice issued
for that meeting if either or both, as the case may be, wishes to make such comments.

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24.4 Period for convening meetings pursuant to clause 24.3: The Manager shall
convene any meeting requested pursuant to clause 24.3 for a date falling no later than
60 Business Days from the date of receipt of the request, provided that if an annual
meeting pursuant to clause 24.1 is to be held within 90 Business Days of the date of
receipt of that request, then the meeting pursuant to clause 24.3 may be held on the
same day as that annual meeting or any date prior to it.
24.5 Content and period of all notices of meeting: Written notice specifying the time, date
and place of the meeting and the nature of the business to be transacted at the meeting
(in sufficient detail to enable a Unit Holder to form a reasoned judgment in relation to it),
and containing such other information as the person convening the meeting may think
fit, shall be sent to all Unit Holders at their last known address and to the Supervisor,
every director of the Manager, the Manager, and the Auditor at least 15 Working Days'
before the meeting.
24.6 Entitlement to vote and receive notices of meeting: A Unit Holder's entitlement to
receive a notice of meeting under clause 24.5 and to vote at meetings must be
determined by reference to the Unit Holder's holding as recorded in the register kept
under clause 6.1 as at the close of the day immediately preceding the day on which the
notice of meeting is sent under clause 24.5.
24.7 Irregularity of notice: Any irregularity in a notice of meeting is waived if:
(a) all Unit Holders entitled to attend and vote at the meeting attend the meeting
without protest as to the irregularity, or if all such Unit Holders agree to the
waiver; or
(b) the Supervisor indicates at the meeting that the Supervisor is satisfied that the
irregularity has not resulted in and is unlikely to result in any material prejudice
to the Unit Holders.
24.8 Adjournment of meeting: If a meeting of Unit Holders is adjourned for less than 30
days it is not necessary to give notice of the time and place of the adjourned meeting
other than by announcement at the meeting that is adjourned.
24.9 Additional content of notice where Special Resolution or Extraordinary Resolution
to be proposed: In a meeting at which a Special Resolution or Extraordinary
Resolution is to be proposed, the notice of meeting must also specify the text of any
Special Resolution or Extraordinary Resolution to be submitted to the meeting and must
include any explanatory memorandum required by the Act.
24.10 Meeting where Special Resolution or Extraordinary Resolution to be submitted:
(a) Where a Special Resolution or an Extraordinary Resolution is to be submitted
to a meeting of Unit Holders, a draft of the proposed notice of the meeting,
must be given to the Supervisor at least ten Working Days before the notice is
given (or any lesser period approved by the Supervisor).
(b) The notice of meeting must be accompanied by a document containing the
Supervisor's comments on the proposed Special Resolution or Extraordinary
Resolution (but only if the Supervisor has provided these comments in writing
to the Manager at least five Working Days before the notice is given to Unit
Holders (or any lesser period approved by the Manager)).
24.11 Omission to give notice: The accidental omission to give such notice to or the non-
receipt of a notice of meeting by a Unit Holder shall not invalidate the meeting.

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24.12 Notice of right to appoint proxies: In every notice of meeting there shall appear with
reasonable prominence a statement that a Unit Holder is entitled to appoint a proxy and
that a proxy need not also be a Unit Holder.
24.13 Methods of holding meetings: A meeting of Unit Holders may be held by Unit
Holders:
(a) being assembled together at the time and place appointed for the meeting;
(b) at the discretion of the Manager, and subject to any conditions imposed by the
Manager, participating in the meeting by means of audio, audio and visual, or
electronic communication; or
(c) at the discretion of the Manager, and subject to any conditions imposed by the
Manager, by combination of both of the methods described in clauses 24.13(a)
and 24.13(b).
Any Unit Holder (or their proxy, attorney or representative) who participates in a meeting
in accordance with clauses 24.13(b) and 24.13(c) shall be deemed to be present at that
meeting while so participating.
24.14 Attendance at Meetings: The Supervisor, the Manager and the Auditor and their duly
appointed representatives may attend and address any meeting of Unit Holders
(including any adjourned meeting).
24.15 Quorum required: No business shall be transacted at any meeting unless a quorum is
present when the meeting proceeds to business.
24.16 Quorum where no Extraordinary Resolution to be proposed: The quorum
necessary for a meeting at which no Extraordinary Resolution is to be proposed is
present if at least five Unit Holders or their proxies, attorneys or representatives are
present or have cast votes in accordance with clause 24.13(b) and 24.13(c) who hold
Units with a combined value of no less than 10% of the value of the Units held by those
persons entitled to vote.
24.17 Quorum where Extraordinary Resolution to be proposed: The quorum necessary
for a meeting at which an Extraordinary Resolution is to be proposed is present if Unit
Holders or their proxies, attorneys or representatives are present or have cast votes in
accordance with clause 24.13(b) and 24.13(c) who hold Units with a combined value of
no less than 25% of the value of the Units held by those persons entitled to vote.
24.18 No quorum: If within thirty minutes from the time appointed for any meeting a quorum
is not present the meeting shall:
(a) if called pursuant to a request of Unit Holders, lapse;
(b) otherwise if called for the purpose of passing an Ordinary Resolution, stand
adjourned to the same day in the next week at the same time and the same
place, and if at the adjourned meeting a quorum is not present within thirty
minutes after the time appointed for the meeting, the Unit Holders or their
proxies, attorneys or representatives present are a quorum;
(c) otherwise if called for the purpose of passing an Extraordinary Resolution, the
meeting is adjourned to the day that is ten Working Days after the date
appointed for the meeting at the same time and place, or to such other date,
time, and place as the Supervisor may appoint, and if at the adjourned meeting
a quorum is not present within thirty minutes after the time appointed for the

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meeting, the Unit Holders or their proxies, attorneys or representatives present
are a quorum.
24.19 Chairman's discretion: The chairman of a meeting at which a quorum is present may
with the consent of the Unit Holders present and entitled to be at that meeting adjourn
the meeting from time to time and from place to place.
24.20 Chairman: The chairperson of a meeting shall be appointed by the Supervisor or the
Unit Holders present may choose one of their number to be chairperson of a meeting of
Unit Holders if:
(a) no chairperson has been appointed by the Supervisor;
(b) at the meeting, the chairperson appointed by the Supervisor is not present
within 15 minutes of the time appointed for the start of the meeting; or
(c) there is no Supervisor.
24.21 Method of deciding questions at meetings: Other than procedural matters, every
question submitted to a meeting shall be decided by poll.
24.22 No chairman's casting vote: In the case of an equality of votes the chairman of the
meeting shall not have a casting vote in addition to the vote or votes (if any) to which he
may be entitled as a Unit Holder or as a proxy.
24.23 Voting Entitlements: Subject to clause 7.1 and 7.2 of the Schedule, on vote by voice
or show of hands every Unit Holder who is present in person or any person who is
present and representing a Unit Holder as his or her proxy, attorney or representative
shall have one vote and on a poll every such Unit Holder, proxy, attorney or
representative shall have one vote for each Unit carrying the right to vote at that meeting
of which he or she is the registered Unit Holder or in respect of which he or she has the
authority to vote for the registered Unit Holder.
24.24 Votes of joint Unit Holders: In the case of joint Unit Holders of a Unit, the vote of the
senior who tenders a vote whether in person or by proxy or by attorney shall be
accepted to the exclusion of the vote of other joint Unit Holders and for this purpose
seniority shall be determined by the order in which their names stand in the register.
24.25 Votes of Corporations: A corporation being a Unit Holder may vote by any officer or
representative duly authorised in writing who shall be entitled to speak, demand a poll,
vote, act as proxy or attorney and in all other respects exercise the rights of a Unit
Holder and shall be reckoned as a Unit Holder for all purposes.
24.26 Votes of Unit Holders with an unsound mind: A Unit Holder of unsound mind or in
respect of whom an order has been made by any court having jurisdiction in lunacy may
vote by his manager, curator bonis or other person in the nature of a manager or curator
bonis appointed by such court and such manager, curator bonis or other person may on
a poll vote by proxy or as attorney.
24.27 All votes valid if not challenged at the meeting: No objection shall be raised to the
qualification of any voter or vote except at the meeting or adjourned meeting at which
the vote objected to is given or tendered and every vote not disallowed at such meeting
shall be valid for all purposes. Any such objection made in due time shall be referred to
the chairman of the meeting and his or her decision shall be final and conclusive.
24.28 Votes by Proxy, Representative or Attorney: On a vote by voice or a show of hands
and on a poll votes may be given either personally or by proxy or by attorney and a

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proxy, representative or an attorney shall have the same right of audience and to
demand a poll as a Unit Holder appointing them.
24.29 Chairman's declaration final: In respect of a vote on a procedural matter at any
meeting of Unit Holders, unless a poll is demanded, a declaration by the chairman of the
meeting that the resolution has been carried or carried by any particular majority or lost
or not carried by any particular majority shall be conclusive evidence of the fact.
24.30 Polls:
(a) A poll may be demanded in respect of a procedural matter by at least five Unit
Holders entitled to vote on the proposed resolution or the holders of 5% of the
Units on issue present in person or by proxy or by attorney entitled to vote on
the proposed resolution;
(b) A poll may be demanded either before or after any question is put to a show of
hands;
(c) Subject to clause 24.30(e), if at any meeting a poll is demanded as aforesaid, it
shall be taken in such manner and either at once or after an adjournment as
the chairman of the meeting directs and the result of such poll shall be deemed
to be the resolution of the meeting at which the poll was demanded;
(d) The demand for a poll may be withdrawn; and
(e) Any poll demanded at any meeting on the election of a chairman or any
question of adjournment shall be taken at the meeting without adjournment.
The demand for a poll shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which the poll has been
demanded.
24.31 Instrument of Proxy: The instrument appointing a proxy or an attorney shall be in
writing under the hand of the appointor or of his or her attorney duly authorised in writing
or if the appointor is a corporation under the hand of an officer or attorney so authorised.
24.32 Proxy need not be a Unit Holder: Any person may act as a proxy or as an attorney
whether or not he or she is a Unit Holder.
24.33 Time for Manager to Receive Instrument: The instrument appointing a proxy or an
attorney and the power of attorney or other authority (if any) under which it is signed or a
notarially certified copy of such power or authority shall be deposited with the Manager
not less than two clear days before the time appointed for holding the meeting or
adjourned meeting at which the person named in the instrument proposes to vote and in
default the instrument of proxy or attorney (as the case may be) shall not be treated as
valid.
24.34 Content of Instrument: An instrument appointing a proxy may be in the following form
or in any other form which the Manager shall approve:-
"I [ ] of [ ] being a Unit Holder in the Goodman
Property Trust, hereby appoint [ ] of [ ] as
my proxy to vote for me and on my behalf at the Meeting of Unit Holders of the Trust to
be held on the [ ] day of [ ] and at any
adjournment thereof.
This form is to be used *in favour of/against the resolution
Signed at [ ] by me this [ ] day of [ ]

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*Strike out whichever is not desired."
24.35 Validity of Proxy's Vote: A vote given in accordance with the terms of an instrument of
proxy or power of attorney shall be valid notwithstanding the previous death or insanity
of the principal or revocation of the proxy or attorney or of the authority under which the
proxy or attorney was executed unless notice in writing of such death, insanity or
revocation as aforesaid shall have been received by the Manager before the
commencement of the meeting or adjourned meeting at which the proxy or attorney is
used.
24.36 Unit Holders bound by Resolutions: A Resolution passed by the Required Majority
at a meeting of Unit Holders duly convened and held in accordance with this deed, and
concerning matters reserved for decision or approval by resolution of Unit Holders under
the deed, by law or under the Listing Rules, shall be binding upon all the relevant Unit
Holders whether present or not present at such meeting and each of the Unit Holders
and the Supervisor and the Manager shall be bound to give effect thereto accordingly.
Any Resolution passed at a meeting of Unit Holders, whether that meeting was
convened under clause 24.3 or otherwise, and whether the resolution was proposed
under clause 25.1 or otherwise, which does not concern matters reserved for decision or
approval by resolution of Unit Holders under this deed, by law or under the Listing
Rules, shall not be binding on any person.
24.37 Powers exercisable by Extraordinary Resolution of Unit Holders: A meeting of Unit
Holders shall have the following powers exercisable by Extraordinary Resolution:
(a) power to sanction any alteration, release, modification, waiver, variation or
compromise or any arrangement in respect of the rights of Unit Holders
howsoever such rights shall arise (other than in respect of an amendment to
this deed pursuant to clause 27.1(f));
(b) subject to the Act, power to approve a transaction or series of transactions that
provides for a related party benefit to be given, provided that the notice of
meeting for the approval by Extraordinary Resolution in accordance with this
clause contains an explanatory memorandum that contains the matters set out
at clause 3 of Schedule 11 of the Financial Markets Conduct Regulations 2014;
(c) subject to clause 27.1(h), but without limiting the rights of the Manager and the
Supervisor as otherwise permitted under clause 27, power to assent to any
amendment to the provisions contained in this deed or any deed supplemental
thereto in relation to the Trust or the conditions attaching to the Units and to
authorise the Manager and the Supervisor to concur in and execute any
supplemental trust deed or other document embodying any such alteration or
addition (other than in respect of an amendment to this deed pursuant to
clause 27.1(f));
(d) subject to the Act, power to give any sanction, assent, release or waiver of any
breach or default by the Manager or the Supervisor under any of the provisions
of this deed;
(e) subject to the Act, power to discharge, release or exonerate the Manager or
the Supervisor from all liability in respect of any act of commission or omission
for which the Manager or the Supervisor has or may become responsible under
this deed in relation to the Trust;
(f) power to appoint a new trustee and supervisor in relation to the Trust if a
vacancy arises in the office of Supervisor and the Manager fails to appoint a
new trustee and supervisor pursuant to clause 22.3;

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(g) power to appoint a new Manager, who must be licensed (as that term is
defined in the Act) and whose licence covers management of the Trust, in
relation to the Trust and who must be approved by the Supervisor:
(i) if a vacancy arises in the office of Manager and the Supervisor fails to
appoint a temporary Manager pursuant to clause 19.5; or
(ii) where a temporary Manager is appointed by the Supervisor pursuant
to clause 19.5 and the term of that temporary Manager's appointment
expires; and
(h) power to sanction the exchange of Units for, or the conversion of Units in the
Trust into, units or notes or interests in any other unit trust or similar entity
(whether established in New Zealand or elsewhere) on such basis as may be
approved by the Extraordinary Resolution; and
(i) power to remove the Auditor pursuant to clause 15.4.
24.38 Directions to Supervisor: A meeting of Unit Holders shall have the power to give
directions to the Supervisor in relation to the interests of those Unit Holders so long as:
(a) such directions are consistent with the provisions of this deed and the Act; and
(b) the directions are given by an Extraordinary Resolution,
provided that, where a court has made an order pursuant to section 210 of the Act
directing the Supervisor not to comply with a direction of the Unit Holders, the
Supervisor will not be required to comply with such a direction of the Unit Holders.
24.39 Minutes of Meetings: Minutes for all resolutions passed and proceedings held at every
meeting of Unit Holders shall be made and duly entered in a book to be provided for that
purpose by the Manager and any such minute as aforesaid if purporting to be signed by
the chairman of the meeting at which such resolutions were passed or proceedings held
or by the chairman of the next succeeding meeting (if any) of Unit Holders shall be
conclusive evidence of the matters therein stated and until the contrary is proved, every
such meeting in respect of the proceedings of which minutes have been made shall be
deemed to have been duly held and convened and all resolutions passed thereat or
proceedings to have been duly passed and held.
24.40 Class Meetings: The provisions of this clause 24 shall apply to meetings of a Class of
Unit Holders, as if each Class of Units were a separate Trust.
24.41 Inconsistency with Act: This clause 24, and not Schedule 11 of the Financial Markets
Conduct Regulations 2014, shall govern meetings of Unit Holders, except to the extent
expressly prohibited by the Act (and, for the avoidance of doubt, the Financial Market
Conduct Regulations 2014).
25. UNIT HOLDER PROPOSALS
25.1 Unit Holders may propose matters to be raised at annual meeting: A Unit Holder
may give written notice to the Manager of a matter the Unit Holder proposes to raise for
discussion or resolution at the next meeting of Unit Holders at which that Unit Holder is
entitled to vote.

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25.2 Obligations of Manager to give notice of Unit Holder proposals: If the written notice
given under clause 25.1 is received by the Manager:
(a) not less than 20 Working Days before the last day on which notice of the
meeting of Unit Holders is required to be given by the Manager, the Manager
must, at the expense of the Trust, give notice of the Unit Holder proposal and
the text of any proposed resolution to all Unit Holders entitled to receive notice
of the meeting;
(b) not less than 5 Working Days and not more than 20 Working Days before the
last day on which notice of the rel evant meeting of Unit Holders is required to
be given by the Manager, the Manager must, at the expense of the Unit Holder,
give notice of the Unit Holder proposal and the text of any proposed resolution
to all Unit Holders entitled to receive notice of the meeting; or
(c) less than 5 Working Days before the last day on which notice of the meeting of
Unit Holders is required to be given by the Manager, the Manager must, if
practicable, and at the expense of the Unit Holder, give notice of the Unit
Holder proposal and the text of any proposed resolution to all Unit Holders
entitled to receive notice of the meeting.
25.3 Obligations of Manager to include statements in support of Unit Holder proposals
in notices: If the Manager intends that Unit Holders may vote on a proposal given
under clause 25.1 by proxy, the Manager must give the proposing Unit Holder the right
to include in or with the notice given by the Manager a statement of not more than 1,000
words prepared by the proposing Unit Holder in support of the proposal, together with
the name and address of the proposing Unit Holder.
25.4 Rights of Manager to exclude Unit Holder proposals and statements from notices:
The Manager is not required to include in or with a notice given by the Manager
pursuant to clause 25.2:
(a) any part of a statement prepared by a Unit Holder that the Manager considers
to be defamatory (within the meaning of the Defamation Act 1992), frivolous, or
vexatious; or
(b) any part of a proposal or resolution prepared by a Unit Holder that the Manager
considers to be defamatory (within the meaning of the Defamation Act 1992).
25.5 Deposits to be made by Unit Holders to meet cost of proposals: If the costs of
giving notice of the Unit Holder proposal are required to be met by the proposing Unit
Holder, the Unit Holder must, on giving notice to the Manager, deposit with the Manager
or tender to the Manager a sum sufficient to meet those costs.
SECTION 14: MISCELLANEOUS
26. TERMINATION
26.1 Term: The Trust terminates on the earlier of:
(a) the date appointed by the Manager by giving not less than three months'
written notice to the Unit Holders and the Supervisor; or
(b) the date on which the Trust is terminated under this deed or by operation of
law.

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26.2 Perpetuity period: The perpetuity period of the Trust for the purposes of the
Perpetuities Act 1964 is the period of 80 years from the day prior to the commencement
of the Trust. Notwithstanding any other provision of this deed, no Equity Securities may
be issued, repurchased by the Manager or redeemed after expiry of the perpetuity
period, unless that issue or redemption would not offend the rule against perpetuities, or
any other rule of law. For the avoidance of doubt, the reference to a perpetuity period
in this clause, does not require that the Trust terminate on expiry of that period.
26.3 Procedure: On termination, the Supervisor must realise the Assets. This must be
completed as soon as practicable after termination. The Supervisor may, however,
postpone realisation of the Assets or any Asset if it reasonably considers it is in the
interests of Unit Holders to do so, and will not be responsible for any consequent Unit
Holder's loss.
26.4 Final distribution: Subject to the rights, obligations and restrictions attaching to any
particular Units or Classes of Units, any net proceeds of realisation, after:
(a) discharging or providing for any unpaid fees due to the Manager and the
Supervisor and all Liabilities; and
(b) meeting the expenses (including anticipated expenses) of termination,
must be distributed pro rata to Unit Holders according to the number of Units held. Any
Unit which is partly paid at the date of distribution shall be treated as that proportion of a
whole Unit as the amount paid up bears to the Issue Price for that Unit.
26.5 Calls by the Supervisor: If there is a deficiency in the Assets compared to the
Liabilities, then (subject to the rights, obligations and restrictions attaching to Units or
Classes of Units), the Supervisor may call on a Unit Holder to pay all or any part of the
Unpaid Amount of their Units as the Supervisor calculates represents the amount of the
deficiency divided amongst the Units which are partly paid and such amounts are to be
applied by the Supervisor under clause 26.3.
27. AMENDMENTS
27.1 Amendments by Supplemental Deed: Subject to any requirements of law, the
Supervisor and the Manager may, by deed supplemental to this deed amend, add to or
revoke any provision of this deed or any such supplemental deed if the amendment,
addition or revocation:
(a) is in the opinion of the Supervisor and the Manager necessary or expedient to
comply with the provisions of any statute, ordinance, regulation or by-law or
any law made under the authority of any statute, regulation, by-law or
ordinance or is the requirement of any competent statutory authority or the
Listing Rules; or
(b) is in the opinion of the Supervisor and the Manager required by or in
consequence of or consistent with any amendment to the Act or the Listing
Rules and which the Supervisor is satisfied does not have a material adverse
effect on the Unit Holders; or
(c) is in the opinion of the Supervisor made to correct a manifest error or is of a
formal, technical or administrative nature only; or
(d) does not, to the satisfaction of the Supervisor, have a material adverse effect
on the Unit Holders; or

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(e) will in the opinion of the Supervisor enable the provisions of this deed to be
more conveniently or advantageously administered; or
(f) is approved by an Extraordinary Resolution of all Unit Holders or, as the case
may be, an Extraordinary Resolution of each class of Unit Holders that is or
may be adversely affected by the amendment, addition or revocation; or
(g) is otherwise expressly authorised by this deed or the Act,
provided that:
(h) for the avoidance of doubt, no amendment shall be made without the
agreement of the Manager.
28. NOTICES TO UNIT HOLDERS
28.1 Notice etc. may be given to registered address or by email: Any notice,
communication or information may be given by the Manager or the Supervisor to any
Unit Holder personally, by leaving it at his or her address recorded in the relevant
Register, or by sending it addressed to such Unit Holder at his or her recorded address
by ordinary prepaid post or if such address is outside New Zealand by airmail prepaid
post, or, if a Unit Holder has agreed to receive that notice, communication or information
by email, by sending it to the email address nominated by the Unit Holder.
28.2 Deemed Service: Any notice, communication or information sent by post shall be
deemed to have been served at the expiration of 24 hours after the envelope or wrapper
containing the same is posted and in proving such service, it shall be sufficient to prove
that the envelope or wrapper containing the notice was properly addressed and posted.
Any notice, communication or information sent by email during a Business Day between
9am and 5pm will be deemed to have been served at the expiration of 24 hours after
having been sent.
28.3 Signature on Notices: The signature to any notice to be given by the Manager or the
Supervisor may be written or printed.
28.4 Period of Notice: Subject to the Act, where a given number of days' notice or notice
extending over any other period is required to be given, either the day of service or the
day upon which the notice will expire (but not both) shall be reckoned in the number of
days or other period.
28.5 Transferees bound by notices sent to the transferor: Every person who, by
operation of law, transfer, or by any other means whatsoever, shall become entitled to
any Units, shall be bound by every notice which, prior to his or her name and address
being entered in the register in respect of such Units, shall have been duly given to the
person from whom he or she derives his or her title to such Units.
28.6 Notice to Deceased Persons: Any notice or document delivered or sent by post, or left
at the address recorded in the register or address for service of any Unit Holder or sent
by email, in pursuance of the provisions of this deed (notwithstanding that such Unit
Holder be then deceased and whether or not the Manager has notice of his or her
death) shall be deemed to have been duly served in respect of any Units, whether held
solely or jointly with any other person, by such Unit Holder, until some other person shall
be registered in his or her stead as the Unit Holder or joint Unit Holder thereof, and such
service shall for all purposes be deemed to be sufficient service of such notice or
document on his or her heirs, executors or administrators and all persons (if any) jointly
interested with him or her in such Units.

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28.7 Sending of Information: If and when permitted by the Act and the Listing Rules,
information referred to in clauses 14.5, 14.6, 14.7 and 17.6 is not required to be sent to
a Unit Holder, provided the information is available to Unit Holders in the manner
prescribed by the Act or the Listing Rules, and subject to such other conditions as may
be prescribed by the Act or Listing Rules.
29. NOTICE TO MANAGER AND SUPERVISOR
Any notice, communication or information required by this deed to be given by the
Manager to the Supervisor or by the Supervisor to the Manager shall be given in writing
or such other manner as agreed to from time to time and addressed to the secretary or a
director or other officer of the party to whom it is intended to be given at its current
address or such other address as may from time to time be notified by such party to the
other as the address for service of notices pursuant to this deed and shall be signed by
a duly authorised officer on behalf of the party giving the same.
30. UNIT HOLDERS BOUND
This deed shall be binding on and inure for the benefit of the Unit Holders as if each
such Unit Holder were a party hereto.
31. LIMITATION OF LIABILITY OF UNIT HOLDERS
Notwithstanding anything contained in this deed (but subject to clause 16.11) or any rule
of law, no Unit Holder shall be or become personally liable in respect of any debt or
liability of the Trust, and:
(a) no Unit Holder shall in any circumstances be liable to indemnify the Supervisor
or the Manager in respect of any debt or liability incurred in respect of the
Assets;
(b) nothing in this deed or in the relationship between the Unit Holders shall be
deemed to create a partnership amongst Unit Holders; and
(c) neither the Supervisor nor the Manager shall be or act as agent for the Unit
Holders, and neither shall have power to incur liabilities on behalf of any Unit
Holder or pledge the credit of any Unit Holder.
32. INSPECTION OF DEED
A copy of this deed together with copies of all deeds supplemental hereto (if any) shall
at all times during usual business hours be made available by the Manager at the office
of the Manager for inspection by Unit Holders.
33. MONEY PAYABLE TO UNIT HOLDERS
Any money payable by the Supervisor or by the Manager to a Unit Holder under the
provisions of this deed may be paid by cheque that is crossed "not transferable" and is
made payable to the Unit Holder and sent through the post to the address of the Unit
Holder recorded in the Register, or, in the case of joint Unit Holders, is made payable to
the joint Unit Holders and sent to their common recorded address or to the recorded
address of that one of the joint Unit Holders who is first named on the Register, or, in
any other case, is made payable as the Unit Holder or joint Unit Holders with the

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approval of the Manager may from time to time specify, including a specification in
writing to the Manager to pay money to an account (of a bank or financial institution)
nominated by the Unit Holder or joint Unit Holders. Payment of every cheque, if fully
presented and paid, will be a full satisfaction of the money payable and will be a good
discharge to the Supervisor and to the Manager. Any payment made in any other
manner in accordance with a Unit Holder's instructions shall be a full satisfaction of the
money payable and will be a good discharge to the Supervisor and to the Manager.
34. UNCLAIMED PAYMENTS
If any payment made to any Unit Holder at his or her address recorded in the Register or
in accordance with his or her payment instructions is returned or otherwise unclaimed,
the amount thereof shall be retained by the Supervisor and held for such Unit Holder
without liability to invest the same or pay interest thereon. Such retained amount shall
not for any purposes of this deed be part of the Trust. Any amount unclaimed for five
years or longer shall be forfeited to and for the benefit of the Manager. After forfeiture of
any amount pursuant to this clause, the person who would have been entitled to
payment of such amount had it not been forfeited shall be entitled to payment from the
Manager of any amount equal to such forfeited amount upon adducing sufficient
evidence to satisfy the Manager that he or she would have been entitled to such amount
had it not been forfeited.
35. SEVERANCE
35.1 Ability to read down clauses: If a provision of this deed is void or voidable or
unenforceable or illegal but would not be void or voidable or unenforceable or illegal as
aforesaid if it were read down and it is capable of being read down, it shall be read down
accordingly.
35.2 Severance of invalid clause: Notwithstanding clause 35.1 if a provision of this deed is
still void or voidable or unenforceable or illegal:
(a) if the provision would not be void or voidable or unenforceable or illegal as
aforesaid if a word or words (as the case may be) were omitted, that word or
those words are hereby severed; and
(b) in any other case, the whole provision is hereby severed,
and the remainder of this deed has full force and effect.
36. CONTRACTS (PRIVITY) ACT 1982
This deed shall take effect as a contract (as well as a deed) to the extent provided in this
deed and shall be enforceable for the benefit of every Unit Holder from time to time
except that, for the purposes of the proviso to section 4 of the Contracts (Privity) Act
1982, the benefit so extended to Unit Holders is intended to be limited by, and
enforceable subject to, the rights of parties to the deed to vary or discharge benefits or
obligations as provided in this deed without the consent of any Unit Holder, other than
as so provided.
37. GOVERNING LAW
This deed shall be governed by and construed in accordance with New Zealand law.

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38. COUNTERPARTS
This deed may be executed in two counterpart copies both of which, when taken
together, shall constitute one and the same instrument. The parties may execute this
deed by signing either such counterpart copy.

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EXECUTED as a deed.



SIGNED by GOODMAN (NZ) LIMITED by
his/her attorney in the presence of:



Signature of attorney


Anton Shead


Signature of witness




Name of witness





Occupation





City/town of residence






COVENANT TRUSTEE SERVICES
LIMITED by:

and witnessed by:

Signature of authorised signatory


Name of authorised signatory


Signature of witness




Name of witness





Occupation





City/town of residence

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SCHEDULE APPLICABLE WHERE UNITS QUOTED
1 APPLICATION OF LISTING RULES
So long as the Units are Quoted, the provisions of this Schedule apply and form part of
this deed. If there is any inconsistency between those provisions and other provisions of
this deed, then the provisions of this Schedule shall prevail.
2 LISTING RULES - COMPLIANCE WITH NZX REQUIREMENTS
2.1 So long as the Trust is Listed, the Manager, the Supervisor in its capacity as trustee and
supervisor of the Trust, and the Trust, shall comply with the Listing Rules where required
of each of them as "Issuer" for the purposes of the Listing Rules. For the purposes of
this clause 2.1 where necessary the Listing Rules shall be read as applying to the Trust
with such amendments as may be necessary so they are applicable to unit trusts (in lieu
of companies). In particular, references to the "Issuer" in the Listing Rules shall be read
as references to the "Manager", the "Supervisor", the "Manager and/or the Supervisor in
its capacity as trustee and supervisor of the Trust", a "Subsidiary of the Trust" and/or the
"Trust", as appropriate. In determining the appropriateness of any particular reference,
regard must be had to the purpose and intent of the Listing Rules, the fact that the
Manager manages the Trust and the fact that the Supervisor's role is a passive one
which involves monitoring the Manager's actions and acting upon the Manager's
directions.
2.2 If NZX has granted a Ruling in relation to the Trust authorising any act or omission
which in the absence of that Ruling would be in contravention of the Listing Rules or this
deed, that act or omission shall, unless a contrary intention appears in this deed, be
deemed to be authorised by the Listing Rules and by this deed.
2.3 If any provision in this deed is inconsistent with the Listing Rules, the Listing Rules
prevail.
2.4 Failure to comply with the Listing Rules, or failure to comply with a clause in this deed
corresponding with a provision of the Listing Rules, shall not affect the validity or
enforceability of any transaction, contract, action or other matter whatsoever (including
the proceedings of, or voting at, any meeting) done or entered into by or on behalf of, or
affecting, the Trust, except that a party to a transaction or contract who knew of the
failure to comply with the Listing Rules or a clause in this deed corresponding with a
provision of the Listing Rules, as the case may be, shall not be entitled to enforce that
transaction or contract. This clause does not affect the rights of any holder of Securities
against the Trust, the Supervisor, the Manager or the directors of the Manager arising
from the failure to comply with the Listing Rules or a clause in this deed corresponding
with a provision of the Listing Rules.
3 GOVERNANCE
3.1 Composition of the Board: The Manager shall ensure that:
(a) The number of Directors of the Manager (disregarding any alternate Director) is
no less than three, and no more than seven.
(b) At least two of the Directors of the Manager are ordinarily resident in New
Zealand.

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(c) A majority of the Directors of the Manager are Independent Directors.
It shall not be a breach of clause 3.1(c) if, as a result of an Independent Director ceasing
to be a Director of the Manager (through resignation or otherwise), there is no longer a
majority of the Directors of the Manager who are Independent Directors, provided that:
(d) The non-compliance with clause 3.1(c) continues for a period of no more than
six months.
(e) Throughout any period of non-compliance, the minimum number of Directors of
the Manager who are Independent Directors is two.
3.2 Appointment of Independent Directors: The Manager shall ensure that, subject to
clause 3.5, a person shall, and may only, be appointed as an Independent Director of
the Manager where that appointment has been approved by an Ordinary Resolution,
provided that:
(a) Unless the shareholders of the Manager otherwise agree, there shall at no time
be more than four Independent Directors of the Manager.
(b) If, having regard to clause 3.2(a), there are at any annual meeting more
persons approved for appointment as an Independent Director than there are
vacancies on the Board for Independent Directors, then a number of those
persons equal to the number of vacancies on the Board for Independent
Directors, and determined according to which of them received the greatest
number of votes in favour of their appointment, shall be the only persons
treated as being approved under this clause.
(c) A person may from time to time be appointed to the Board as an Independent
Director without approval under this clause, provided that each Independent
Director so appointed shall retire at the next annual meeting following that
Director's appointment. Any Independent Director so retiring shall be eligible
for re-appointment.
3.3 Nomination of Independent Directors: No person (other than an Independent
Director of the Manager retiring at an annual meeting, and seeking re-appointment) shall
be approved for appointment as an Independent Director of the Manager at an annual
meeting of the Trust unless that person has been nominated by a Unit Holder entitled to
attend and vote at the meeting by written notice to the Manager (accompanied by the
consent in writing of that person to appointment as a Director). There shall be no
restriction on the persons who may be so nominated, nor shall there be any precondition
to such a nomination, other than compliance with time limits for nominations set by the
Manager in accordance with this clause 3.3. The Manager shall make an
announcement to the market of the closing date for Independent Director nominations
and contact details for making nominations no less than 10 Business Days prior to the
closing date for Independent Director nominations. Subject to clause 3.5, notice of
every nomination of an Independent Director received by the Manager before the
closing date for nominations shall be sent by the Manager to all persons entitled to
attend the meeting together with, or as part of, the notice of meeting.
3.4 Removal of Independent Directors: The Manager shall ensure that, except as
provided in clause 3.5, an Independent Director of the Manager is removed from office,
and is only removed from office, if that removal has been approved by an Ordinary
Resolution.
3.5 Determination of Independent Directors: Notwithstanding clauses 3.2, 3.3 and 3.4, a
person may be removed from office, or otherwise cease to hold office, as an

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Independent Director, and a person is not required to be appointed as an Independent
Director, if:
(a) a majority of the existing Independent Directors (excluding the Independent
Director who is the subject of the determination (if applicable)) determines that
the appointment of that person as an Independent Director of the Manager, or
the continuation of that Independent Director in office (as the case may be),
may have an adverse affect on any licence, authorisation, or approval held, or
required to be held, by the Manager, or determines that the person does not
qualify (or no longer qualifies) as an Independent Director;
(b) the person:
(i) dies, or is mentally disordered or subject to a property order or
personal order made under the Protection of Personal and Property
Rights Act 1988;
(ii) is disqualified from being a Director pursuant to the Companies Act
1993;
(iii) is bankrupt or makes an arrangement or composition with his or her
creditors generally;
(iv) has for more than three months been absent without approval of the
Board from meetings of the Board held during that period; or
(v) resigns, or retires in accordance with the Trust Deed.
If it is determined that any person nominated for appointment under clause 3.3
will not be appointed in accordance with this clause, notice of that nomination
need not be given under clause 3.3.
3.6 Rotation of Directors: The Manager shall ensure that, beginning at the annual meeting
of Unit Holders in 2015, one third of the total number of Independent Directors of the
Manager (or, if their number is not a multiple of three, then the nearest number to one
third) shall retire from office at the annual meeting of the Trust in each year. The
Independent Directors to retire shall be those Independent Directors who have been
longest in office since their last appointment. If two or more Independent Directors were
last appointed on the same day, the Independent Directors to retire shall (unless they
otherwise agree among themselves) be determined by lot. A retiring Independent
Director shall be eligible for re-appointment. An Independent Director appointed in
accordance with clause 3.2(c) who is retiring at the annual meeting and seeking re -
appointment is not treated as retiring under this clause, and shall be excluded from the
number of Independent Directors upon which the calculation for the purposes of this
clause is based.
3.7 Restriction of approval of several Independent Directors: A single resolution for the
approval of two or more persons as Independent Directors of the Manager shall not be
moved unless a separate resolution that it be so moved has first been passed by the
Unit Holders without any vote being cast against it but nothing in this clause 3.7
prevents the approval of two or more Independent Directors by ballot or poll.
3.8 Other Directors: Nothing in clauses 3.2 to 3.7 shall limit or restrict, or otherwise apply
to, Directors of the Manager, other than Independent Directors.
3.9 Nominations committee: The Manager shall:
(a) establish a nominations committee; and

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(b) ensure that the nominations committee:
(i) is comprised solely of Directors of the Manager;
(ii) has at all times a minimum of three members; and
(iii) has at all times a majority of members who are Independent
Directors.
3.10 Responsibilities of nominations committee: The responsibilities of the nominations
committee shall include:
(a) assisting the Board in planning the Board's composition;
(b) evaluating competencies required of prospective Directors of the Manager; and
(c) making Independent Director recommendations to the Board and Unit Holders.
3.11 Termination: Clauses 3.1(c) to 3.11 shall apply only for as long as Goodman (NZ)
Limited (or any other member of the group of companies, trusts and other entities of
which it is a member) holds office as manager of the Trust, and shall terminate (and be
of no further force or effect) on Goodman (NZ) Limited (or any other member of that
group) no longer being manager of the Trust (provided that, from the termination of
clause 3.1(c), the minimum number of Independent Directors of the Manager shall be
two).
3.12 Board to confirm independence: The Manager shall cause the Board to, in
accordance with clause 3.13, identify which Directors of the Manager it has determined,
in its view, to be Independent Directors.
3.13 Timing of determination: The Manager shall cause the Board to make a determination
under clause 3.12:
(a) no later than 10 Business Days following the appointment of a Director of the
Manager, and the Manager shall, immediately after such a determination is
made, announce to NZX for release to the market whether the Board has
determined that the Director is an Independent Director; and
(b) prior to the publication of the Trust's annual report each year to enable
compliance with Listing Rule 10.4.5(l).
3.14 Manager to obtain necessary information: The Manager is responsible for making
the necessary arrangements to require its Directors to provide sufficient information to
its Board for the Board to make the determinations under clause 3.12.
3.15 Proceedings and powers of the Board: The Manager shall ensure that the
constitution of the Manager includes provisions having the same effect as the following
provisions, and shall ensure compliance with those provisions:
(a) The Directors of the Manager may act notwithstanding any vacancy in their
body but, if and for so long as their number is reduced below the number fixed
by the constitution of the Manager as the minimum number of Directors, the
continuing Directors may act for the purpose of increasing the number of
Directors to that number, calling a general meeting of the Trust, or as concerns
any matter not being an act or decision of the Manager in its capacity as
manager of the Trust, but for no other purpose.

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(b) In cases where two Directors of the Manager form a quorum, the chairperson
of a meeting at which only two Directors are present shall not have a casting
vote.
(c) A Director of the Manager shall not vote on a Board resolution in respect of any
matter concerning an act or decision by the Manager in its capacity as
manager of the Trust in which that Director is interested, nor shall the Director
be counted in the quorum for the purposes of consideration of that matter,
provided that a Director of the Manager may vote in respect of, and be counted
in the quorum for the purposes of, a matter in which he or she is interested:
(i) if that matter is one in respect of which, pursuant to an express
provision of the Companies Act 1993, Directors are required to sign a
certificate or one which relates to the grant of an indemnity pursuant
to section 162 of the Companies Act 1993; or
(ii) solely due to being a Director of the Manager.
For the purposes of this clause, "interested" has the meaning in section 139 of
the Companies Act 1993, except that references to the "company" shall be
read as references to the Trust.
4 TAKEOVERS
4.1 Definitions: In this clause 4 unless the context otherwise requires:
Acquisition Notice means a notice given pursuant to clause 4.5(a);
Affected Group means:
(a) in respect of a Restricted Transfer effected otherwise than by trades matched
through NZX's order matching market each of:
(i) the group comprised of persons who are not recipients (disregarding
inadvertent non-receipt) of the offer or invitation which would
implement the proposed Transfers;
(ii) if the Transfers are not of an equal proportion of all holdings which are
offered for disposal, the groups comprised of Transferors whose
Transfers represent substantially identical proportionate parts of the
holdings offered by them; and
(iii) the group comprised of persons who are not members of the groups
described in (i) and (ii) and who are not the Transferees and other
persons whose Relevant Interests would be taken into account in
determining whether the Transfer is a Restricted Transfer, but
disregarding the proviso to the definition of Restricted Transfer;
(b) in respect of a Restricted Transfer effected by trades matched through NZX's
order matching market, the group comprised of those other than:
(i) the persons whose control of Votes would in aggregate determine
whether the Transfer is a Restricted Transfer; and
(ii) Insiders;

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Affected Securities means Securities in a given Class of Quoted Equity Securities in
respect of which there is a Majority Holder and Remaining Holders;
Compulsory Acquisition Provisions means provisions in this Schedule complying
with Listing Rules 4.8.1 to 4.8.6 inclusive;
Default by a holder of Equity Securities means non-compliance with the requirements of
clause 4.2;
Defaulter means a person with a Relevant Interest in Quoted Equity Securities who has
acquired that Relevant Interest in breach of the requirements of clause 4.2 (other than a
breach committed by the Supervisor or Manager, or the Directors of either);
Defaulter's Securities means in relation to a Defaulter, Quoted Equity Securities in
which the Defaulter has a Relevant Interest;
Differential Offer means an offer, or invitation to agree on Transfers which:
(a) is made to some but not all holders of a Class of Equity Securities; or
(b) entitle any person other than to the benefit of NZX, or to exercise, the rights
and powers provided in Rule 2.3; or
(c) would result in different prices or other terms applying among holders of the
same Class of Equity Securities; or
(d) would result in the Transfer of different proportions of those portions of
holdings of Equity Securities of the same Class which are offered for disposal;
Enforcement Provisions means provisions in this Schedule complying with Listing
Rules 4.7.1 to 4.7.7 inclusive and Listing Rule 4.9;
Expert means an independent, appropriately qualified person, who has previously been
approved by NZX for the purposes of clause 4.5(c)(i) or 4.5(c)(iii) as the case may be;
Insider means:
(a) the Manager or its Directors or Associated Persons of the Manager or its
Directors;
(b) persons who hold Material Information of the Trust which has not been
disclosed to the market;
Majority Holder means a person or group of Associated Persons who acquires
beneficial ownership of 90% or more of the Securities in a given Class of Quoted Equity
Securities;
Notice means notice to the Manager and NZX in a manner complying with Listing Rule
10.2.3 for release to the market;
Notice and Pause Provisions has the meaning given in Listing Rule 4.5.1;
NZX includes any duly authorised delegate of NZX;
NZX Transaction means a transaction involving Transfers effected by trades matched
through NZX's order matching market, which complies with the requirements of Listing
Rule 4.5.5;

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Relevant Group means each of the groups comprising:
(a) holders of Securities who are Members of the Public; and
(b) holders of Securities who are not Members of the Public;
in each Class of Quoted Equity Securities the rights of which are governed by this deed;
Remaining Holders means all holders of Securities in a given Class of Quoted Equity
Securities, other than the Majority Holder;
Relevant Interest has the meaning given in the Financial Markets Conduct Act 2013;
Restricted Transfer means:
(a) the Transfer which would result in the Votes, controlled by any person or group
of persons who are Associated Persons of each other, in any Class of Quoted
Equity Securities:
(i) exceeding 20% of the Votes attached to that Class; or
(ii) if the person or group of persons controls 20% or more of the Votes
attached to that Class, increasing by more than 5% in any period of
12 months excluding increases as a result of Transfers pursuant to a
Restricted Transfer notice previously given by the person or group of
persons; together with
(b) any other Transfer which is likely to be contemporaneous with, or subsequent
to, the Transfer in sub-paragraph (a) of this definition and comprises with that
Transfer part of a scheme or linked series of transactions;
provided that for the purposes of this definition acquisition of interests in Equity
Securities may be disregarded:
(c) where it is determined by NZX that the acquisition was involuntary and
occasioned by the action of another party over which the acquiring party had
no effective control or influence in the matter; or
(d) where, and to the extent that, it is determined by NZX that the aggregation of
holdings among Associated Persons would include holdings of persons who
have no practical likelihood of acting in concert, or exercising Votes or
otherwise acting in collusion, with each other or any common party;
provided also that this definition shall not apply:
(e) where the Transfer is between two entities, one of which is directly or indirectly
wholly owned beneficially by the other, or both of which are directly or indirectly
wholly owned beneficially by the same entity; or
(f) where the Transfer is in performance of the obligations of an underwriter
pursuant to an underwriting agreement disclosed in an Offering Document,
Prospectus or Register Entry an offering of the relevant Class of Quoted Equity
Securities;
Right has the meaning given to it by Listing Rule 1.6;
Transfer in relation to an Equity Security includes sale of that Security, and the grant of
rights or interests, whether conditional or not, which are intended to create for the

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recipient benefits which are substantially equivalent to ownership of that Security (or of
an interest in that Security). In particular, it includes:
(a) a transaction whereby one party disposes of, alienates, or proposes to dispose
of or alienate (temporarily or permanently), any interest or right of title to any
Equity Security or in the Votes, dividends or income arising in respect of any
Equity Security;
(b) any agreement arrangement or understanding in respect of Equity Securities
under which the Votes attaching to them may be exercised by a person other
than the registered holder, alone or jointly with the registered holder, or with
other persons acting in concert, other than by reason of a bona fide
appointment of a proxy or other representative for voting purposes under which
the appointment may be terminated at will, and the appointer is entitled, if the
appointer so wishes, to direct the proxy as to the manner in which Votes are to
be cast;
(c) any transaction whereby the holder of the Equity Securities enters into a
commitment (whether conditional or unconditional) to sell the Equity Securities,
or to grant an option over them or any part thereof, or at any future time to
grant any of the rights referred to above;
(d) the creation of a charge or other security interest enforceable by a right of
possession or a power of sale or other disposition which would fall within other
parts of this definition of "Transfer", other than the creation of such an interest
for bona fide financing purposes; or
(e) any transaction, agreement or arrangement that has substantially the same
effect as (a), (b), (c) or (d) above,
but excludes the issue, acquisition, or redemption of Equity Security by the Manager or
Supervisor on behalf of the Trust in accordance with the Listing Rules.
Transferor and Transferee have corresponding meanings.
4.2 Notice and Pause:
(a) Notice of Takeover: No Restricted Transfer of Quoted Equity Securities shall
take place unless:
(i) A Notice is given, not later than the time specified in clause 4.2(b),
containing the particulars specified in Listing Rule 4.5.2; and
(ii) A Notice of any change in, or addition to, the particulars notified under
clause 4.2(a)(i) is given not later than the time specified in clause
4.2(c).
(b) Time for Initial Notice: A Notice under clause 4.2(a)(i) must be given:
(i) If any Transferee under the Transfer in question is an Insider, at least
15 Business Days before the Transfer; and
(ii) If no Transferee is an Insider, and subject to Listing Rule 4.5.5, at
least three Business Days before the Transfer.
(c) Time for Notice of Change: A Notice under clause 4.2(a)(ii) must be given:

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(i) If any Transferee under the Transfer in question is an Insider, at least
two Business Days before the change takes effect in the case of a
change to price or amount of consideration, and at least 15 Business
Days before the change takes effect in the case of a change to any
other particulars notified under clause 4.2(a)(i), including without
limitation the nature of the consideration.
(ii) If no Transferee is an Insider, and subject to Listing Rule 4.5.5, at
least one Business Day before the change takes effect, in the case of
a change to price or amount of consideration, and at least three
Business Days before the change takes effect in the case of a change
to any other particulars notified under clause 4.2(a)(i), including
without limitation the nature of the consideration.
(d) NZX Transactions: If:
(i) a Restricted Transfer is effected solely by trades marked through
NZX's order matching market;
(ii) no Transferee is an Insider; and
(iii) the conditions set out in Listing Rule 4.5.5 are satisfied,
then the period of Notice referred to in clause 4.2(b)(ii) shall be one Business
Day, and the periods of Notice referred to in clause 4.2(c)(ii) shall be two hours
during which NZX is open for business, and one Business Day, respectively.
(e) Response Requirements:
(i) If any Quoted Equity Securities are the subject of a Notice given
under clause 4.2(a)(i) the Directors of the Manager must give a
Notice, as soon as can be achieved, and before the expiry of the
relevant Notice periods referred to in clauses 4.2(b) and (d),
containing the particulars required by Listing Rule 4.5.6; and
(ii) If any Quoted Equity Securities are the subject of a Notice given
under clause 4.2(a)(i) or any of the Directors of the Manager become
aware that a Restricted Transfer proposal is more likely than not in
the immediate future, the Directors of the Manager shall comply with
Listing Rule 4.5.7.
(f) Appraisal Report: If any Transferee under a Restricted Transfer is an Insider,
the Directors of the Manager must (subject to clause 4.2(g)) forthwith upon a
Notice being given under clause 4.2(a)(i) in respect of that Restricted Transfer
or notice being given under clause 4.2(a)(ii) in respect of that Restricted
Transfer where the change relates to a change in the nature of the
consideration offered, commission an Appraisal Report in respect of that
Restricted Transfer which complies with Listing Rule 4.5.8, and deal with that
Appraisal Report in accordance with the requirements of that Listing Rule.
(g) Exceptions: The requirement for an Appraisal Report under clause 4.2(f) shall
not apply if:
(i) all Transferors consent to waive that requirement; or
(ii) a majority of those Directors of the Manager who are not involved as
prospective Transferors (in relation to a proposal for a Differential
Offer) or as Transferees, and are not Associated Persons of any such

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Transferor or Transferee, certify that in their opinion the cost and
difficulty of providing the Appraisal Report will outweigh the benefit,
because prospective Transferors are not at an information
disadvantage in relation to prospective Transferees and their
Associated Persons or because the Appraisal Report would not
materially remedy any such information prejudice.
(h) Restricted Transfer Status Report: If a Restricted Transfer is not completed
within three months of the notice required to be given under clause 4.2(a)(i), or
any status report given under this clause 4.2(h) then, before continuing with the
Restricted Transfer, a Notice must be given which includes the following
information:
(i) when the Restricted Transfer is intended to be completed; and
(ii) details of the Transfer(s) that comprise the Restricted Transfer which
have not been completed.
(i) Response to Restricted Transfer Status Report: On receipt of the
information provided under clause 4.2(h), the Directors of the Manager shall
promptly advise NZX:
(i) of any change in circumstances (and the implications of the change)
which would affect the continuing relevance and currency of any
Appraisal Report or the response initially provided under clause
4.2(e)(i); and
(ii) that the Manager is complying with Listing Rule 10.1.
4.3 Enforcement of Takeover Provisions:
(a) Consequence of Default: Following a Default, the Manager may exercise the
following powers in respect of all or any of the Defaulter's Securities:
(i) No Vote may be cast in respect of the Defaulter's Securities on a poll
(and any Vote cast shall be disregarded) while the Default is
unremedied; and
(ii) The Defaulter's Securities may be sold by the Manager in accordance
with clause 4.3(b) but this power may not be exercised:
(A) Until one month after the Manager has given notice to the
Defaulter (and if the Defaulter is not the registered holder of
the Defaulter's Securities, to the registered holder) of its
intention to exercise this power; and
(B) If, during that month the Defaulter has remedied the Default
(if capable of being remedied), or has transferred the
Defaulter's Relevant Interest in the Defaulter's Securities to a
person who is not a Defaulter.
(b) Sale Procedure: If the power of sale specified in clause 4.3(a)(ii) is exercised:
(i) The Manager shall sell the Defaulter's Securities through NZX or in
some other manner approved by NZX, and shall account to the holder
of those Securities for the proceeds of sale after deduction of sale
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(ii) The Manager shall be deemed to have been authorised to take all
steps, and sign all documents, necessary to effect the sale of the
Defaulter's Securities.
(c) In the event of a Default:
(i) Neither the Manager nor its Directors shall be liable to a Defaulter or
apparent Defaulter for or in connection with the exercise or purported
exercise of the powers permitted by this clause 4.3;
(ii) The Manager shall have a lien on the Defaulter's Securities for, and
deduct from the proceeds of sale pursuant to clause 4.3(b), any costs
to the Manager of determining whether a person is a Defaulter and
exercising powers permitted by this clause 4.3, and any amounts
which the Manager may choose to pay to members of any Affected
Group acting pursuant to clause 4.3(d) in reimbursement of expenses
incurred by those members; and
(iii) If NZX makes a Ruling dealing with the matters dealt with by section 4
of the Listing Rules, or with provisions of this deed required or
permitted by section 4, that Ruling shall be binding upon the Manager
and the Supervisor and all holders of Securities, and shall take effect
as if that Ruling were itself incorporated in this deed.
(d) Affected Group: The Manager shall, if so directed by a resolution of an
Affected Group (passed by a simple majority of Votes), exercise the power
referred to in clause 4.3(a)(ii) if that power has become exercisable. The
holders of 5% or more of the Securities of an Affected Group may by notice to
the Manager require the Directors of the Manager to convene a meeting of the
Affected Group for the purpose of considering such a resolution.
(e) Limitation of Remedies: The sole remedy of the Manager, a holder of
Securities, the Supervisor, a Director of the Manager or any other person in
respect of a breach or alleged breach of section 4 of the Listing Rules, or of
any provisions in this deed required or permitted by section 4, shall be to
exercise, or require the Directors of the Manager to exercise, the powers
referred to in clause 4.3(a). Without limiting the preceding sentence, no person
shall be entitled to seek any injunction or other remedy to prevent a transaction
alleged to be in breach of the provisions referred to in that sentence. Nothing
in this clause shall affect the remedies of a holder of Securities against the
Manager, the Directors of the Manager or the Supervisor in respect of a breach
of section 4 of the Listing Rules, or the provisions of this deed required or
permitted by section 4, by the Manager, the Directors of the Manager or the
Supervisor.
(f) Voting Restrictions: The Manager shall use reasonable endeavours to
ascertain for the purpose of clause 4.3(a)(i) whether any Securities are
Defaulter's Securities and accordingly whether a holder of those Securities is
entitled to vote. If any holder of Securities, or NZX, alleges that any Securities
are Defaulter's Securities, the Manager shall properly consider and investigate
that allegation. The ruling of the chairperson of any meeting as to whether any
holder of Securities is or is not entitled to vote at that meeting pursuant to
clause 4.3(a)(i) shall, for the purposes of proceedings at that meeting, be
conclusive, and the proceedings of, or any resolution passed at, any meeting
shall not be impugned by reason of a breach of clause 4.3(a)(i). This provision
shall not prejudice any action which any person may have against the holder of
any Securities by reason of that holder having cast a vote at any meeting in
breach of clause 4.3(a)(i).

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(g) If a Defaulter holds its Relevant Interest in a parcel of Securities and other
persons who are not Defaulters also hold Relevant Interests in the same
Securities, the Manager may on request by the holder of the Securities:
(i) register as a separately identifiable parcel a proportion of the relevant
Securities which is equal to the Defaulter's Relevant Interest; and
(ii) for so long as the Manager is reasonably satisfied as to the fairness of
the determination of the relevant proportions (recognising the
dissimilarities there may be among types of Relevant Interest) the
Defaulter may be treated by the Manager as not having Relevant
Interests in other parts of the separately identifiable parcel.
(h) NZX (in this clause 4.3(h) an “Arbiter”) may, for the purposes of making a
Ruling as to whether any person is a Defaulter, give notice to any person who
the Arbiter believes may be a Defaulter. That notice shall:
(i) set out in general terms the grounds on which the Arbiter believes that
person to be a Defaulter; and
(ii) require that person, within a reasonable time specified in the notice, to
produce evidence to rebut the Arbiter’s belief that that person is a
Defaulter.
If the person to whom the notice is given fails within the time specified in the
notice to produce to the Arbiter evidence satisfactory to the Arbiter that that
person is not a Defaulter, then the Arbiter shall be entitled to assume without
further evidence that that person is a Defaulter, and to make a Ruling to that
effect.

4.4 Procedure for certain meetings:
(a) Procedure for Meetings: The following matters may only be dealt with by
Special Resolution (or Extraordinary Resolution, if required by the Act) of each
Relevant Group:
(i) The adoption of Minority Veto Provisions;
(ii) The modification of Notice and Pause Provisions in accordance with
Listing Rule 4.4.2; and
(iii) Subsequent modifications to Minority Veto Provisions or Notice and
Pause Provisions in accordance with Listing Rule 4.4.3.
For the purposes of voting by Relevant Groups for the purposes of this clause
4.4(a), one meeting may be held of holders of Securities constituting both
Relevant Groups, so long as voting at the meeting for the purposes of this
clause 4.4(a) is by way of poll, and proper arrangements are made to
distinguish between the votes of members of the different Relevant Groups.
(b) Meeting on Request: The Manager may at any time, and shall upon receipt of
a request of the nature referred to in the next sentence, submit for the
consideration of holders of Securities a change to the provisions of this deed to
include or exclude Minority Veto Provisions, to modify the provisions of this
deed in accordance with Listing Rule 4.4.2 or to cancel any such modification.
A request to the Manager shall:

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(i) Be in writing, and be signed by or on behalf of the holders of Quoted
Equity Securities carrying 5% or more of the Votes attaching to all
Quoted Equity Securities of the Trust; and
(ii) Specify in general terms the change to this deed which is proposed.
(c) Procedure: If the Manager wishes, or is required in accordance with clause
4.4(b), to submit for consideration a change to the provisions of this deed, the
Manager shall without delay:
(i) Cause draft amendments to the provisions of this deed to be
prepared, and approved by NZX in accordance with Listing Rule 6.1;
and
(ii) Cause those amendments to be submitted for the approval by Special
Resolutions of the Relevant Groups, and by such other resolutions as
may be necessary to effect an amendment to the provisions of this
deed.
4.5 Compulsory Acquisition Provisions:
(a) Acquisition Notice: A Majority Holder must, within 20 Business Days after
becoming a Majority Holder, give an Acquisition Notice to the Remaining
Holders, and at the same time to NZX and to the Manager, specifying:
(i) That the Majority Holder has beneficial ownership of 90% or more of
the Affected Securities; and
(ii) Either:
(A) That the Majority Holder intends to acquire all Affected
Securities held by the Remaining Holders; or
(B) That any Remaining Holder may require the Majority Holder
to acquire the Affected Securities held by that Remaining
Holder by giving notice to that effect to the Majority Holder
within one month after the date of the Acquisition Notice; and
(iii ) The consideration to be provided by the Majority Holder for Affected
Securities.
(b) Obligation of Majority Holders: Upon giving an Acquisition Notice, the
Majority Holder shall be entitled and bound:
(i) If the Acquisition Notice contains the statement in clause 4.5(a)(ii)(A),
to acquire all Affected Securities held by the Remaining Holders; or
(ii) If the Acquisition Notice contains the statement in clause 4.5(a)(ii)(B),
to acquire all Affected Securities held by Remaining Holders in
respect of which the holder, within one month after the date of the
Acquisition Notice, gives notice requiring the Majority Holder to
acquire.
(c) Consideration: The consideration to be provided for Affected Securities which
the Majority Holder is entitled and bound to acquire shall be determined as
follows:

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(i) The Acquisition Notice shall specify the consideration which the
Majority Holder is prepared to provide. The Majority Holder shall,
before giving the Acquisition Notice, provide to the Manager and NZX
a report from an Expert confirming that that consideration is fair to the
Remaining Holders, using the same criteria set out in clause 4.5(c)(v);
(ii) If, within 10 Business Days after the date of the Acquisition Notice,
the Manager receives written objections to the consideration specified
in the Acquisition Notice from the holders of 10% or more of the
Affected Securities held by the Remaining Holders, then the
consideration shall be determined in accordance with clauses
4.5(c)(iii) and 4.5(c)(iv). If such objections are not received, the
consideration shall be as specified in the Acquisition Notice;
(iii) If objections of the nature referred to in clause 4.5(c)(ii) are received
by the Manager, the Manager shall forthwith notify the Majority Holder
and NZX of that fact, and the consideration shall be determined by an
Expert (acting as an expert and not as an arbitrator). The Expert
shall:
(A) Be appointed by those Directors of the Manager who are not
involved as prospective Transferors (in relation to a proposal
for a Differential Offer) or as Transferees and who are not
Associated Persons of any such Transferors or Transferees
(if any, otherwise by the Directors of the Manager) after
approval by NZX;
(B) Be a different Expert from the one referred to in clause
4.5(c)(i); and
(C) Be directed to provide a decision within 20 Business Days
after being appointed.
(iv) If the consideration determined by the Expert appointed in
accordance with clause 4.5(c)(iii):
(A) Is less than, or the same as, the consideration specified in
the Acquisition Notice, the fee and expenses of the Expert
shall be borne by the Remaining Holders who made the
objections referred to in clause 4.5(c)(ii) and the Majority
Holder shall deduct that amount from the consideration
payable by the Majority Holder to the objectors, in proportion
to their holdings (and may, if the consideration is not cash,
deduct and sell sufficient of that consideration to produce
sufficient cash);
(B) Is more than the consideration specified in the Acquisition
Notice, the fee and expenses of that person shall be borne
by the Majority Holder.
(v) In arriving at an opinion, for the purposes of clauses 4.5(c)(i) and
4.5(c)(iii), the Expert shall be directed to determine the consideration
on the basis that it is fair to the Remaining Holders and is the pro-
rated value of the Affected Securities based on the value of the Trust
as a whole and the rights and obligations attached to those Securities
without taking into account any strategic or hold out value of the
Affected Securities or any other factors relating to the Remaining

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Holders, the Majority Holder, their respective holdings in the Trust or
the relative extent of those holdings.
(d) Time for Payment: The Majority Holder shall pay or provide consideration to
each Remaining Holder within 12 Business Days after the Majority Holder
becomes bound to acquire the Affected Securities of that Remaining Holder or,
if the consideration requires to be determined pursuant to clause 4.5(c), within
2 Business Days after consideration is to be determined.
(e) Holders Not Located: If any Remaining Holder of Affected Securities which
are to be acquired cannot be located by the Majority Holder, the Majority
Holder shall pay or provide the consideration due to that Remaining Holder to
the Manager. The Manager shall hold that consideration upon trust for that
holder for a period of at least five years from the date of its receipt by the
Manager. If that consideration is not claimed by that holder within that period,
the Manager shall return it to the Majority Holder.
(f) Procedure: Upon payment or provision by the Majority Holder of the
consideration for Affected Securities in accordance with clauses 4.5(d) and
4.5(e), the Manager shall execute transfers on behalf of the Remaining Holders
of those Securities in favour of the Majority Holder or its nominee, and shall
take all other steps necessary to transfer those Affected Securities to the
Majority Holder or its nominee. If the Manager fails to execute any such
transfer, the Majority Holder may do so.
(g) Default Consequences: If a Majority Holder fails to give an Acquisition Notice
when required to do so by this clause 4.5, or, after having become bound to
acquire the Affected Securities of Remaining Holders in accordance with the
provisions of this clause 4.5, fails to do so, then the provisions of clauses 4.3(a)
to 4.4 shall apply with the following modifications:
(i) The Affected Securities held by the Majority Holder shall be deemed
to be Defaulter's Securities;
(ii) The failure to comply with this clause 4.5 shall be deemed to be a
Default; and
(iii) The Remaining Holders shall be deemed to be an Affected Group.
4.6 Holding by Bare Trustee:
(a) Bare trustee: For all purposes of this clause 4, and notwithstanding anything
in this clause 4:
(i) the Transfer of Quoted Equity Securities, or of any interest in Quoted
Equity Securities, to a bare trustee shall be deemed to be a Transfer
to the person or persons for whom that bare trustee holds those
Securities or that interest as trustee (the "Beneficial Owners");
(ii) Quoted Equity Securities, or any interest in Quoted Equity Securities,
held by a bare trustee shall be deemed to be held by the Beneficial
Owners; and
(iii) a trustee may be a bare trustee notwithstanding that that trustee is
entitled as a trustee to be remunerated out of the income or property
of the relevant trust.
(b) Specific issues: Without limiting clause 4.6(a):

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(i) a bare trustee and a Beneficial Owner shall not, by reason solely of
their relationship as bare trustee and Beneficial Owner, be Associated
Persons;
(ii) a bare trustee of Quoted Equity Securities shall not, solely by reason
of its position as bare trustee for the Beneficial Owner, have a
Relevant Interest in those Quoted Equity Securities; and
(iii) a Beneficial Owner of Quoted Equity Securities shall not have a
Relevant Interest in the Quoted Equity Securities of another Beneficial
Owner solely because the same bare trustee acts as trustee for both
of those Beneficial Owners.
(c) Separate registration of Defaulter's Securities: In the event of a Default, if
any Quoted Equity Securities held by a person as bare trustee on behalf of
different Beneficial Owners include any Defaulter's Securities:
(i) the bare trustee shall, on request by the Manager or NZX, provide to
the Manager and NZX details of the Beneficial Owners of those
Defaulter's Securities; and
(ii) the Manager may at any time, and shall upon request by the bare
trustee or any Beneficial Owner, take appropriate steps to ensure that
those Defaulter's Securities are separately designated in the register
recording those Quoted Equity Securities.
5 NOTICES
5.1 Service of notices outside New Zealand: If a holder of a Quoted Security has no
registered address within New Zealand and has not given to the Manager or the
Registrar an address within New Zealand for the giving of notices, but has supplied an
address outside New Zealand, then notices shall be posted to that person at such
address and shall be deemed to have been received by that person 24 hours after the
time of posting.
6 MODIFICATIONS OF RIGHTS OF SECURITY HOLDERS
6.1 Procedure: The provisions of sections 116 and 117 of the Companies Act 1993 shall
be deemed to apply to the Trust and the Manager shall, before taking action affecting
the rights attached to any Equity Securities (excluding those Equity Securities to which
Listing Rule 8.3.2 applies), comply with the provisions of sections 116 and 117 of the
Companies Act 1993 on the basis that:
(a) references in those sections to "shares" are deemed to include references to
all Equity Securities of the Trust, and references to "holders of shares" and
"shareholders" are deemed to be references to holders of Securities;
(b) references in those sections to the "company" shall be deemed to be
references to the Trust, or, where the context requires, to the Manager and
references to pre-emption rights under section 45 of the Companies Act 1993
shall be deemed to be deleted from section 117 of the Companies Act 1993;
(c) the reference in section 117 to a "special resolution" is deemed to be a
reference to a Special Resolution; and

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(d) the references in section 117 to the "constitution" are deemed to be references
to this deed or any other document which governs the rights attaching to those
Equity Securities as the case may require,
but the provisions of section 118 of the Companies Act 1993 shall not apply to any
Equity Securities.
6.2 Exceptions:
(a) For the purposes of clause 6.1, the issue of further Equity Securities which
rank equally with any existing Equity Securities, whether as to voting rights,
distributions or otherwise, is deemed not to be an action affecting the rights
attaching to those existing Equity Securities.
(b) Clause 6.1 shall have no application to any amendment to this deed made
pursuant to clause 27.1, other than clause 27.1(f).
7 VOTING RESTRICTIONS
7.1 Partially paid Securities: Each Security which is not fully paid shall carry only a
fraction of the vote which would be exercisable if the Security were fully paid, equivalent
to the proportion which the amount paid (excluding amounts credited as paid) on that
Security bears to the total amount paid and payable thereon (excluding amounts
credited as paid and amounts paid in advance of calls).
7.2 Voting restrictions: Notwithstanding anything to the contrary in this deed or the Listing
Rules, on any resolution of the nature listed in column 1 of the table below, no Vote in
favour of any such resolution shall be cast on any Securities held by a person of the
nature listed in respect of that resolution in column 2 of the table below, or by any
Associated Person of such a person.

Column 1
RESOLUTION
Column 2
DISQUALIFIED PERSON
Resolution under Listing Rule 7.3.1 Subject to clause 7.3:
(a) Any person to whom it is proposed to issue the
new Securities referred to in the resolution; or
(b) If the resolution does not specify the persons
to whom it is proposed to issue Units, the
Manager and any Director of the Manager who
is not excluded by the terms of the resolution
from participation in the issue.
Resolution under Listing Rule 7.3.1 to
approve a Rights issue of Equity Securities
which is not Renounceable
The Manager and any Director of the Manager.
Resolution under Listing Rule 7.3.5(c) Any person who has been issued, or has acquired,
Securities the subject of ratification by that resolution.
Resolution under Listing Rule 7.5 Any person whose effective control of the Trust would be
materially increased.
Resolution under Listing Rule 8.4 Any person who is intended to benefit from the reduction,
deferral, or cancellation, unless the reduction, deferral, or
cancellation benefits all holders of Equity Securities on
the same basis.

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Resolution under Listing Rule 9.2.1 Any person referred to in Listing Rule 9.2.3 who is a party
or beneficiary (in terms of Listing Rule 9.2.1(a) or (b)) to
or of the transactions the subject of the resolution.
7.3 Exception: On a resolution under Listing Rule 7.3.1, a person to whom it is proposed to
issue the new Securities referred to in that resolution is not disqualified from voting if the
new Securities are to be offered on the same basis to all holders of Securities of the
same Class as the Securities held by that person.
7.4 Proxies or representatives: Clause 7.2 shall not prevent a person disqualified from
Voting under that clause, who has been appointed as a proxy or Voting representative
by another person who is not disqualified from Voting under that clause, from Voting in
respect of the Securities held by that other person in accordance with the express
instructions of that other person.
7.5 Deadline for challenge: Without prejudice to any remedy (other than those which take
legal effect against the Trust) which any holder of Securities may have against any
disqualified person who casts a Vote at a meeting in breach of clause 7.2, no resolution
of, or proceeding at, that meeting may be impugned on the basis of a breach of that
clause. Any objection by a holder of Securities to the accuracy or completeness of any
list of holders of Securities who are disqualified from voting on a resolution pursuant to
clause 7.2, which has been supplied by the Manager to NZX or to any holder of
Securities on request pursuant to Listing Rule 9.3.4 shall be disregarded by the
Manager and the chairperson of the relevant meeting if it is notified to the Manager later
than one full Business Day before the time fixed for commencement of the meeting.
8 OTHER PROVISIONS REQUIRED BY THE LISTING RULES
8.1 Right to Transfer: Subject to the provisions of any legislation, and to clause 9.3 of this
deed and Listing Rule 11.1.5, any restriction in this deed on the right of a holder of a
Quoted Security to transfer that Security, or any restriction upon registration of a
properly completed transfer of Quoted Securities, shall not apply for so long as the Trust
is Listed.
8.2 Supervisor's right to appoint Valuer: The Supervisor shall be entitled at any time to
appoint an independent valuer to value, at the expense of the Trust, the Assets.
8.3 No deduction from income: No deduction from the income of the Trust shall be made
by the Manager or the Supervisor unless specifically provided for in this deed.
8.4 Vacancy in office of Supervisor: If the office of the Supervisor becomes vacant, and a
new trustee and supervisor is not appointed within two months of the vacancy occurring,
the Trust shall be wound up.
8.5 Changes in Manager: Any change in the Manager, or in the terms of appointment of
the Manager, shall be subject to the approval of the Supervisor.
8.6 Registration of separate parcels: A holder of Securities or a transferee may request
the Manager to register the Securities held by that person in two or more separately
identifiable parcels. Where the Manager agrees to such a request, the Manager may,
so far as it considers convenient, communicate with the holder of those Securities, pay
distributions or interest and otherwise act in respect of such parcel, as if the separately
identifiable parcels belonged to different persons.
8.7 Meetings of an interest group, Affected Group or Relevant Group: A meeting of the
holders of Quoted Equity Securities in an interest group, or an Affected Group or a

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Relevant Group may be called by the Manager at any time, and shall be called on the
written request of holders of Quoted Equity Securities carrying together not less than 5%
of the Votes. All the provisions of this deed relating to meetings of Unit Holders apply,
with all necessary modifications, to a meeting of an interest group, an Affected Group or
a Relevant Group, except that:
(a) the necessary quorum is two or more holders of Securities in the group present
in person or by proxy, attorney or authorised representative, or, if there is only
one holder of Securities in the group, that person present in person or by
proxy, attorney or authorised representative;
(b) if the Manager so elects, one meeting may be held of holders of Securities
constituting more than one group, so long as voting at that meeting is by way of
a poll, and proper arrangements are made to distinguish between the votes of
members of each group; and
(c) any holder of Securities in the group, present in person or by proxy, attorney or
authorised representative, may demand a poll.

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Prepared by Goodman (NZ) Limited
Level 28, 151 Queen Street, Auckland | PO Box 90940, Victoria Street West, Auckland 1142
Tel +64 9 375 6060 | Fax +64 9 375 6061 | www.goodman.com/nz



Goodman Property Trust (“Trust”)
Statement of Investment Policies and Objectives

Description of the Trust
The Trust is managed by Goodman (NZ) Limited ("Manager").
The Trust's investment policy is to invest within New Zealand to create and maintain
a diversified portfolio of high quality, well tenanted, industrial and business space
properties.
Investment objectives
The Manager's investment objective is to provide unit holders with an attractive and
reliable income stream, while maintaining and enhancing the quality of its property
portfolio through active management.
The Manager intends to:
+ increase the net asset value of the Trust, and as a consequence, increase the
value of units held by unit holders; and
+ increase the distributions paid to unit holders, and the sustainability of the
Trust's earnings, so that the returns paid to investors are maintained.
Asset allocation
The Manager generally invests in the industrial and business space property market,
and other investments related to this market. This market includes (but is not limited
to) warehouses/distribution centres, industrial estates, business parks, office parks,
and related investments.
Because the Manager invests in the industrial and business space property market
depending on the opportunities available to the Manager at any given time, and may
make investments outside that market, there are no limits on the nature or types of
investments that may be made.
Generally, the Manager will aim to invest no more than 10% of the Trust's gross
asset value in development land. However, the Manager may invest more than 10%
of the Trust's gross asset value in development land from time to time depending on
the development opportunities available to the Manager.
There are no limits on the proportion of each type of asset that the Manager may
invest in (ie the Manager may invest 100% of the Trust’s assets in any one of the
above examples of the industrial and business space property market, or another
market).
Investment philosophy
The Manager will leverage its experience, together with the Trust's size and expected
access to low cost capital, with a view to maximising income and capital growth for
the benefit of unit holders. It will also provide a full service management team
dedicated to delivering stable earnings and an attractive long term growth profile.
Expansion opportunities
The Manager will actively pursue expansion opportunities for the Trust in New
Zealand's key industrial and business space property markets by way of strategic

Prepared by Goodman (NZ) Limited
Level 28, 151 Queen Street, Auckland | PO Box 90940, Victoria Street West, Auckland 1142
Tel +64 9 375 6060 | Fax +64 9 375 6061 | www.goodman.com/nz

acquisitions and development opportunities. The Manager will consider acquisition
opportunities for stabilised properties if they:
+ enhance the Trust's earnings per unit;
+ offer secure and growing income based on customer creditworthiness;
+ enhance the weighted average lease expiry profile of the Trust; and
+ have the potential for capital growth.
Redevelopment and refurbishment
The ongoing redevelopment and refurbishment of the existing portfolio should ensure
that the Trust's investments maintain their attractiveness to customers, and maximise
the opportunities to retain existing and attract new customers. This strategy will
ensure the Trust's portfolio meets the ongoing and changing needs of its customer
base, while maximising returns to unitholders.
Development pipeline
A key component of the Trust's growth profile is its development pipeline. The focus
of the development pipeline is to ensure that the Trust can meet the property needs
of its customer base as their businesses expand.
The Manager will seek to mitigate the traditional risk associated with property
development by adopting the following criteria:
+ In the majority of instances development will only be undertaken where a
substantial pre commitment has been secured.
+ Uncommitted developments will only be undertaken in situations where the
anticipated return justifies the additional risk.
+ Only building and construction firms with a strong and proven track record in
similar projects will be engaged to complete works.
+ It will be the Manager's preference to adopt fixed price or guaranteed
maximum price building contracts to mitigate the Trust's exposure to
escalations in construction costs during the term of a project.
Active asset management
While acquisitions and developments are an important part of the Trust's business,
the Manager will focus primarily on the active asset management of the existing
portfolio. The Manager will seek to add value to the portfolio by improving property
management and tenancy profiles, renegotiating leases and undertaking
refurbishment and/or upgrade programmes. The Trust's properties will be managed
with a view to maximising net income and capital growth, which will be achieved
through planned lease expiry, rent review and, where appropriate, refurbishment
strategies.
The Manager will also actively manage the Trust's finances by ensuring that the
Trust's income, expenses and balance sheet are managed in such a way as to
maximise returns to unit holders. The manager will actively manage the Trust’s
financing arrangements to ensure diversity of funding sources for the Trust, and will
also procure that the Trust enters into any derivative financial instruments necessary
to manage the Trust’s interest rate and foreign currency exposures whilst at all times
in accordance with the restrictions in the Trust’s Trust Deed, including but not limited
to maintaining a loan to value ratio of no greater than 50% (as more specifically
described in the Trust’s Trust Deed).

Prepared by Goodman (NZ) Limited
Level 28, 151 Queen Street, Auckland | PO Box 90940, Victoria Street West, Auckland 1142
Tel +64 9 375 6060 | Fax +64 9 375 6061 | www.goodman.com/nz

Investment strategy review
The Manager will review this Statement of Investment Policy and Objectives ("SIPO")
annually. The SIPO review will be part of the annual business planning and
budgeting review conducted by the Manager's board of directors ("Board") each May.
During this review, the Board will:
+ consider the net asset value, unit price, and rent earnings of the Trust, and
whether the investment strategy in the SIPO is achieving its purpose;
+ seek the input of the Manager's management team on the SIPO (as well as
other policies) during the annual review; and
+ at least every two years, seek the advice of external legal counsel about
whether the SIPO (and other governance documents) comply with legal and
regulatory obligations.
Whenever the Manager proposes to change the SIPO, it will consult with the
supervisor of the Trust. Any changes to the SIPO require the agreement of the Board
and the supervisor of the Trust.

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Level 28, 151 Queen Street, Auckland | PO Box 90940, Victoria Street West, Auckland 1142
Tel +64 9 375 6060 | Fax +64 9 375 6061 | www.goodman.com/nz




14 February 2017


[Securityholder Name]
[Address 1]
[Address 2]
[Address 3]
[Address 4]


Dear Securityholder

Financial Markets Conduct Act 2013
Both Goodman Property Trust and its subsidiary GMT Bond Issuer Limited have
regulatory and compliance obligations under the Financial Markets Conduct Act 2013
(“FMCA”).
Both entities transitioned to the FMCA regime on the 16 November 2016 and
accordingly the following information is now available to all Securityholders.
1. The Trust Deed of Goodman Property Trust
2. The Trust Deed of GMT Bond Issuer Limited (including the Supplemental
Trust Deeds)
3. The Statement of Investment Policies and Objectives for Goodman
Property Trust
These governing documents are available electronically and can be accessed from
the Trust’s website by following the links from the address below.
http://nz.goodman.com/about-us/corporate-governance

Securityholders also have the right to receive hardcopies of these documents, free of
charge. Should you wish to receive a copy please contact our registrar,
Computershare Investor Services, within 15 days of receiving this letter.
The contact details for Computershare are listed in the Corporate Directory overleaf,
we recommend either calling or emailing should you wish to receive hardcopies
(please use “Goodman - Request for Printed Copies” as the subject of the email for
easy identification).
The Corporate Directory also includes the details of Goodman (NZ) Limited and
Covenant Trustee Services Limited, the Manager and Supervisor and Trustee of
Goodman Property Trust.
Public Trust, the Trustee for GMT Bond Issuer Limited, is also listed.
Yours faithfully,

Keith Smith
Chairman