GMT Notice of Meeting

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
5 June 2019
Release
Immediate

The Annual Meeting of Goodman Property Trust Unitholders is to be held on
Wednesday 3 July 2019, at 1:30 pm. The venue for the meeting is Eden Park,
Auckland. Access and parking is through Gate G on 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 are two resolutions relating to the reappointment of Keith Smith and Peter
Simmonds as Independent Directors. The Board encourages you to exercise your right
to vote and unanimously recommends that Unitholders vote in favour of the resolutions.
To be valid any proxy appointment must be received before 1.30 pm on Monday 1 July
2019.
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 $2.3 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 21.6%.
GMT is New Zealand’s leading industrial space provider. It has a substantial property portfolio, with a value of $2.6 billion.
The Trust holds an investment grade credit rating of BBB from Standard & Poor’s.

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




5 June 2019

[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 2019 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: www.goodmanreport.co.nz

For investors who have elected to receive a printed report, a copy will be mailed with
your distribution statement on 20 June 2019.
Annual Meeting
The Annual Meeting is to be held on Wednesday 3 July 2019, 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 are two resolutions relating to the reappointment of Keith Smith and Peter
Simmonds as Independent Directors. The Board encourages you to exercise your right
to vote and unanimously recommends that Unitholders vote in favour of the resolutions.
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

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Notice of
Annual Meeting 2019
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 resolutions
or this Notice of Meeting.
Date of meetingTimeVenue
Last time for receipt of
Voting and Proxy forms
Wednesday 3 July 2019Commencing at 1.30 pm
Level 4 Lounge, South Stand
Eden Park, Kingsland
Access and parking via Gate G Reimers Avenue
1.30 pm, Monday 1 July 2019
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 2019.
2. Resolution 1:
Re-appointment of Keith Smith
As an ordinary resolution, that
Unitholders approve the re-appointment 
of Keith Smith as an Independent
Director of the Manager.
3. Resolution 2:
Re-appointment of Peter Simmonds
As an ordinary resolution, that
Unitholders approve the re-appointment
of Peter Simmonds 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
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



Eden Park
S
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n
d
ri
n
g
ha
m

R
d

E xplanator y notes
Resolution 1:
Re-appointment of
Keith Smith
Keith Smith retires by rotation
at the meeting and offers himself
for re-appointment.
Keith is a professional director. He was previously
a partner in the chartered accountancy practice
of BDO. Keith is the Deputy Chairman of
The Warehouse Group Limited, having been
involved since its establishment in 1982. He
is also  a director of Mercury NZ Limited and
Westland Dairy Cooperative Ltd. Keith also
holds board positions for a number of private
companies in the motor vehicle, finance and
health industries, and is a past President of
Chartered Accountants Australia New Zealand.
Keith has been on the Board for 14 years.

The Board considers Keith to be an Independent
Director and unanimously recommends that
Unitholders vote in favour of his re-appointment.
Resolution 2:
Re-appointment of
Peter Simmonds
Peter Simmonds retires by rotation
at the meeting and offers himself
for re-appointment.
Peter’s career has spanned over 30 years,
with extensive experience in the listed property
sector as a senior executive. He is a chartered
accountant and was one of the founders of
Kiwi Property Group Limited (formerly  Kiwi
Income Property Trust) where he served as
Chief Financial Officer for over ten years.
For approximately five years from 2004 to 2008,
he was Chief Financial Officer of Goodman
Property Services (NZ) Limited where he
had overall responsibility for the financial
management of Goodman Property Trust.
Peter  has been on the Board for 8 years.

The Board considers Peter to be an Independent
Director and unanimously recommends that
Unitholders vote in favour of his re-appointment.
The Board of the Manager
maintains a majority of
Independent Directors.
Unitholders are entitled
to  nominate and vote
on the  appointment of
Independent Directors.
The NZX Listing Rules require
that an Independent Director
must not hold office (without
re-election) past the third annual
meeting following that Independent
Director’s appointment, or three
years, whichever is longer. However,
those Independent Directors
required to retire shall be eligible
for reappointment at that meeting.
Nominations for appointments to the
Board  were called for on 6  May  2019
and  closed on 20  May  2019.
No nominations were received,
meaning both Keith Smith and
Peter Simmonds stand unopposed.

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 Level 4 Lounge,
South Stand, Eden Park, Kingsland on 3 July 2019 commencing
at  1.30pm and any adjournments or postponements  thereof.
Notice of Meeting
means this notice of meeting, dated 5 June 2019 and issued by  the
Manager for the purpose of convening the Meeting.
Resolution
means a 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 1 July 2019.
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 5 June 2019 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

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Annual Meeting
of Unitholders
Goodman Property Trust
Wednesday 1.30 pm, 3 July 2019
Level 4 Lounge, South Stand
Eden Park, Kingsland
Please turn over to complete the form
Voting and Proxy Form
If you propose to attend the Meeting on Wednesday 3 July 2019 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 1 July 2019.
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. If you do not name a person as your
proxy or your named proxy does not attend the meeting, but you otherwise
complete this Voting and Proxy Form in full, the Chair will be appointed
your proxy and will vote in accordance with your express direction, and any
undirected votes will be voted in accordance with the Chair’s discretion.
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 3 July 2019, Level 4 Lounge, 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 or her 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 Keith Smith
as an Independent Director of Goodman (NZ) Limited, the Manager of Goodman Property Trust.
Resolution 2
As an ordinary resolution, that, Unitholders approve the re-appointment of Peter Simmonds
as an Independent Director of Goodman (NZ) Limited, the Manager of Goodman Property Trust.
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 __________________2019
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 3 July 2019, Level 4 Lounge, South Stand,
Eden Park, Kingsland, Auckland.
Proxy
For Against Discretion Abstain


Proxy/Corporate Representative Form