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GMT Notice of Meeting

AGM6 June 2018GNZReal Estate

Notice of
Annual Meeting

2018

Goodman Property Trust

Notice of meeting
Goodman Property Trust

Please call the information line on

0800 359 999 (within New Zealand) or

+64 9 488 8777 (outside New Zealand)

if you have any queries about the

resolution or this Notice of Meeting.

Date of meetingTimeVe n u e

Last time for receipt of

Voting and Proxy forms

Wednesday 4 July 2018Commencing at 1.30 pm

Level 4 Lounge, South Stand

Eden Park, Kingsland

Access and parking via Gate G Reimers Avenue

1.30 pm, Monday 2 July 2018

Agenda

1. Chairman’s, Chief Executive

Officer’s and Chief Financial

Officer’s reports

Reports from the Chairman,

the Chief Executive Officer,

and the Chief Financial Officer

of the Manager in respect of

the financial year ended

31 March 2018.

2. Resolution 1:

Re-appointment of

Leonie Freeman

As an ordinary resolution,

that Unitholders approve

the re-appointment of

Leonie Freeman as an

Independent Director of

the Manager.

South Stand

Gate G

Bellwood Ave

Tongariro St

Taupata St

Royal Tce

Walters Rd

Burnley Tce

Shaw St

Altham Ave

Rossmay Tce

Ethel St

Leslie Ave

Ward Tce

Raleigh St

Valley Rd

Ewington Ave

George St

Tawari St

Cromwell St

Carrick Pl

Marlborough St

Kowhai St

Kingsland Ave

School Rd

New North Rd

First Ave

Kingsland Tce

Second Ave

Cricket Ave

Dominion Rd

Dominion Rd

Onslow Rd

Reimers Ave










Eden Park

S

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n

d

ri

n

g

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R

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Explanatory notes
The Board of the Manager

maintains a majority of

Independent Directors.

Unitholders are entitled

to  nominate and vote

on the  appointment of

Independent Directors.

GMT’s trust deed requires that

at least one third of the Independent

Directors (or, if there is not a multiple

of three Independent Directors,

the number nearest to one third)

must retire by rotation at the

Annual Meeting of Unitholders

each year, but shall be eligible

for re-appointment at that meeting.

Those required to retire are those

who have been longest in office

since they were last appointed.

Nominations for appointments

to the Board were called for

on 11 May 2018 and closed on

25 May 2018. No nominations were

received, meaning Leonie Freeman

stands unopposed.

Resolution 1:

Re-appointment of Leonie Freeman

Leonie Freeman retires by rotation at the meeting

and  offers herself for re-appointment.

Leonie is an entrepreneur, business

futurist and housing strategist

who has broad experience across

a range of property disciplines

having held senior development,

property management, strategic and

education roles. Her 30 year career

has also included the establishment

of RealENZ.co.nz in 1996 (later

renamed realestate.co.nz), a

successful property consultancy

business as well as the purchase,

transformation and sale of a large

property management business in

2007. She spent eight years holding

senior and advisory positions with

local and central government –

either in strategic property advice

or troubleshooting public sector

development projects.

In October 2016 she launched a

philanthropic and independent

initiative with the sole purpose of

solving Auckland’s housing crisis –

called thehomepage.nz. In addition

Leonie is a professional speaker

focusing on igniting innovation in

organisations as well as business

transformation.

She has been a regular and

sought after print, radio and TV

commentator. Leonie is a Life

Member of the Property Institute,

was awarded the Supreme Property

Award for 2017 and was a finalist

in the recent Westpac Women of

Influence Awards. She recently

received the Judges Choice

Leadership Award at the 2017

Property Council Awards.

She achieved first class honours in

her Master of Commerce degree

and has previously held board

positions with the New Zealand

Institute of Valuers, the Massey

University Property Foundation and

Government Property Services.

The Board considers Leonie to

be an Independent Director and

unanimously recommends that

Unitholders vote in favour of her

re-appointment.

Board
means the Board of the Manager, comprising the Directors.

Chairman

means Keith Smith.

Directors

means the directors of the Manager, being the Independent

Directors and Gregory Goodman, Phil Pryke and John Dakin.

GMT or Trust

means Goodman Property Trust and its controlled entities,

as the context requires.

Independent Directors

means Keith Smith, Leonie Freeman, Susan Paterson and

Peter Simmonds.

Manager

means Goodman (NZ) Limited, as the manager of GMT.

Meeting

means the meeting of Unitholders to be held at Eden Park,

South Stand, Level 4 Lounge, Kingsland on 4 July 2018

commencing at 1.30pm and any adjournments or

postponements thereof.

Notice of Meeting

means this notice of meeting, dated 6 June 2018 and issued

by the Manager for the purpose of convening the Meeting.

Resolution

means the resolution to be considered by Unitholders as

specified in the Notice of Meeting.

Trust Deed

means the trust deed dated 23 April 1999 providing for the

establishment of GMT (as amended from time to time).

Unit

means a unit in GMT.

Unitholder

means a holder of Units.

Voting and Proxy Form

means the voting and proxy form accompanying the Notice

of Meeting.

Attendance and voting rights

Every Unitholder, or that Unitholder’s

proxy, attorney or representative,

is entitled to attend the Meeting

and vote.

Voting will be by way of a poll, in which

each Unitholder will have one vote per

Unit they hold. Unitholders for the

purposes of voting at the Meeting will

be determined from the Trust’s register

at the close of business on the day

prior to the Meeting.

Voting and proxies

A Unitholder is entitled to appoint a

proxy to attend and vote on behalf

of the Unitholder at the Meeting.

A proxy need not be a Unitholder.

A Voting and Proxy Form accompanies

this Notice of Meeting. It can be

mailed or delivered to the Registrar,

Computershare Investor Services

Limited, or it can be completed

electronically.

To be valid, it must be received by 1.30

pm on Monday 2 July 2018.

Unitholders wishing to appoint the

Chairman of the Meeting or another

Director as their proxy should read

carefully the instructions on the Voting

and Proxy Form and direct such

appointment in the manner provided

for on that form.

Ordinary Resolutions

To be passed, each Resolution needs

to be approved by a simple majority of

those Unitholders entitled to vote and

voting on the Resolution.

Quorum

A quorum for the Meeting will be

constituted if at least five Unitholders

are present (in person, or by proxy,

attorney or representative) and those

present together hold or represent at

least 10% of the number of Units on

issue as at the date of the Meeting

and carrying the right to vote on the

Resolution at the Meeting.

Glossary

Capitalised terms used in this Notice

of Meeting are defined in the glossary

as shown on this page.

Further informationGlossary

This Notice of Meeting is dated 6 June 2018 and has been prepared by Goodman

(NZ) Limited as Manager of Goodman Property Trust. The information in this Notice

of Meeting and any discussion at the Meeting are general information only and

are not intended as investment or financial advice and must not be relied upon

as such. You should obtain independent professional advice prior to making any

decision relating to your investment or financial needs. www.goodman.com/nz

---

Annual Meeting
of Unitholders

Goodman Property Trust

Wednesday 1.30 pm, 4 July 2018

Level 4 Lounge, South Stand

Eden Park, Kingsland

Please turn over to complete the form

Proxy/Voting Form

If you propose to attend the Meeting on Wednesday 4 July 2018 please bring this Voting and Proxy Form with you.

If you do not propose to attend the Meeting but wish to be represented by proxy you have two voting options, either;

1) complete and sign the sections overleaf, and mail or deliver the form to Computershare Investor Services Limited using the pre-addressed

envelope provided, or

2) complete the proxy voting process online though the www.investorvote.co.nz website or by scanning the QR code below.

Your secure access information

Control Number: CSN/Unitholder Number:

You will need your CSN/Unitholder Number and postcode (or country of residence if outside New Zealand)

to securely access the online voting portal. Please follow the prompts to appoint your proxy and exercise your vote.

For your proxy appointment to be effective it must be received before 1:30 pm Monday 2 July 2018.

How to vote on the resolution

All your securities will be voted in accordance with your directions.

Appointment of Proxy

If you do not plan to attend the meeting, you may appoint a proxy.

A proxy need not be a Unitholder. The Chairman of the meeting, or any

other director, is willing to act as proxy for any Unitholder who wishes

to appoint him or her for that purpose. To do this, enter ‘the Chairman’

or the name of your proxy in the space allocated in ‘Step 1’ of this form.

Voting of your holding

Direct your proxy how to vote by marking one of the boxes opposite

the Resolution. If you do not mark a box, your proxy may vote as they

choose. If you mark more than one box, your proxy appointment will be

invalid and no vote will be cast on your behalf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate

Unitholder is to attend the meeting you will need to provide a written

copy of the appropriate authorisation.

Signing instructions for postal forms

Individual

Where the holding is in one name, the Unitholder must sign.

Joint Holding

Where the holding is in more than one name, all of the Unitholders

should sign.

Power of Attorney

If this Voting and Proxy Form has been signed under a power of

attorney, a copy of the power of attorney and a signed certificate of

non-revocation of the power of attorney must accompany the signed

form of proxy.

Companies

This Voting and Proxy Form must be signed by a duly authorised

officer or attorney. Please sign in the appropriate place and indicate

the office held.

Questions

Should be directed to Computershare Investor Services,

by phone +64 9 488 8777 or toll free on 0800 359 999

or by email to enquiry@computershare.co.nz

QR code

Step 1Appoint a Proxy to Vote on your behalf
I/We being a Unitholder/Unitholders of Goodman Property Trust

hereby appoint* of

or failing him/her of

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of

Unitholders of Goodman Property Trust to be held at 1.30 pm on Wednesday 4 July 2018, Level 4 Lounge of the South Stand, Eden Park,

Kingsland, Auckland and at any adjournments or postponements of that meeting.

*The Chairman of the Meeting, and each of the directors, is willing to act as proxy for any Unitholder(s) who may wish to appoint him for that purpose. If appointed, the Chairman or

director would vote as directed.

Step 2Voting Instructions/Ballot Paper

Resolution 1

As an ordinary resolution, that, Unitholders approve the re-appointment of Leonie Freeman

as an Independent Director of the Manager.

Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in

computing the required majority. If you mark the Proxy Discretion box, you are directing your proxy to exercise his/her discretion in voting for or

against the Resolution.

Step 3Signature of Unitholder(s) – this section must be completed

Unitholder 1Unitholder 2Unitholder 3


or Sole Director/Director or Director (if more than one)

Contact Name ___________________________________________Contact Daytime Telephone ______________________________Date ________________2018

This Voting and Proxy Form is accompanied by a pre-addressed envelope which requires no stamp within New Zealand.

Attendance Slip

Annual Meeting of Unitholders of Goodman Property Trust to be held at 1.30 pm on Wednesday 4 July 2018, Level 4 Lounge of the

South Stand, Eden Park, Kingsland, Auckland.

Proxy

For Against Discretion Abstain


Proxy/Corporate Representative Form

---

Level 2, 18 Viaduct Harbour Avenue, Auckland | PO Box 90940, Victoria Street West, Auckland 1142
Tel +64 9 375 6060 | www.goodman.com/nz





6 June 2018


[Unitholder Name]

[Address 1]

[Address 2]

[Address 3]

[Address 4]


Dear Unitholder


GOODMAN PROPERTY TRUST (“GMT” and “Trust”)

I’d like to advise you that the 2018 Annual Report of Goodman Property Trust and GMT

Bond Issuer Limited has now been released. The report is available online and can be

accessed from the following website: www.goodmanreport.co.nz


For investors who have elected to receive a printed report, a copy will be mailed with

your distribution statement on 21 June 2018.

Annual Meeting

The Annual Meeting is to be held on Wednesday 4 July 2018, at 1:30 pm. The venue

for the meeting is Eden Park, Auckland. Access and parking is through Gate G Reimers

Avenue, Kingsland.

Enclosed with this letter is the Notice of Meeting which explains the format of the

meeting in more detail.

There is one resolution relating to the reappointment of Leonie Freeman as an

Independent Director. The Board encourages you to exercise your right to vote and

unanimously recommends that Unitholders vote in favour of the resolution.

You can vote either in person at the meeting or by appointing a proxy to vote on your

behalf. To appoint a proxy you have two options, either;

1) complete and return the Voting and Proxy Form that accompanies the Notice of

Meeting or

2) complete the proxy voting process online though the www.investorvote.co.nz

website.

Should you have any questions regarding voting, please call our registry information

line on 0800 359 999 or +64 9 488 8777 for those calling from outside New Zealand.

Yours faithfully,


Keith Smith

Chairman

---

Level 2, 18 Viaduct Harbour Avenue, Auckland | PO Box 90940, Victoria Street West, Auckland 1142
Tel +64 9 375 6060 | www.goodman.com/nz


nzx release+

GMT Notice of Meeting

Date

6 June 2018

Release

Immediate


The Annual Meeting of Goodman Property Trust Unitholders is to be held on

Wednesday 4 July 2018, at 1:30 pm. The venue for the meeting is Eden Park,

Auckland. Access and parking is through Gate G Reimers Avenue, Kingsland.

The meeting will include presentations from the Chairman, the Chief Executive Officer

and the Chief Financial Officer.

The Notice of Meeting, which explains the format of the meeting in more detail, is being

sent to Unitholders today. It has also been provided to NZX.

There is one resolution relating to the reappointment of Leonie Freeman as an

Independent Director. The Board encourages Unitholders to vote and unanimously

recommend that they vote in favour of the resolution.

To be valid any proxy appointment must be received before 1.30 pm on Monday 2 July

2018.

For further information please contact:

John Dakin

Chief Executive Officer

Goodman (NZ) Limited

(09) 375 6063

(021) 321 541


Andy Eakin

Chief Financial Officer

Goodman (NZ) Limited

(09) 375 6077

(021) 305 316


About Goodman Property Trust:

GMT is an externally managed unit trust, listed on the NZX. It has a market capitalisation of around $1.8 billion, ranking it

in the top 20 of all listed investment vehicles. The Manager of the Trust is a subsidiary of the ASX listed Goodman

Group, Goodman Group is also the Trust’s largest investor with a cornerstone unitholding of 21%.

GMT is New Zealand’s leading industrial and business space provider. It has a substantial property portfolio, with a value

of $2.2 billion after recently contracted sales, which accommodates around 180 customers. The Trust holds an

investment grade credit rating of BBB from Standard & Poor’s.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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