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
23 June 2020
Release
Immediate
The Annual Meeting of Goodman Property Trust Unitholders is to be held on Wednesday
22 July 2020, at 12:00 pm. It will be a virtual meeting, with attendance and participation
through a live webcast, accessed from an internet connected computer, smartphone,
tablet or similar device.
The webcast will be available on https://web.lumiagm.com/ or by downloading the Lumi
AGM app, and entering the meeting ID code 332-013-351.
The meeting will include presentations from the Chairman, the Chief Executive Officer
and the Chief Financial Officer. The agenda also includes one resolution relating to the
reappointment of Susan Paterson as an Independent Director. The Board encourages
Unitholders to exercise their right to vote and unanimously recommend they vote in
favour of the resolution.
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, together with the Voting
and Proxy Form and Virtual Annual Meeting Guide 2020.
To be valid any proxy appointment must be received before 12:00 pm on Monday 20
July 2020.
For further information please contact:
John Dakin
Chief Executive Officer
Goodman (NZ) Limited
(021) 321 541

Attachments provided to NZX:
1. Chairman’s Letter
2. Goodman Property Trust Notice of Annual Meeting 2020
3. Voting and Proxy Form
4. Virtual Annual Meeting Guide 2020

About Goodman Property Trust:
GMT is an externally managed unit trust, listed on the NZX. It has a market capitalisation of around $2.9 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 space provider. It has a substantial property portfolio, with a value of $3.1 billion.
The Trust holds an investment grade credit rating of BBB from Standard & Poor’s.

---

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




23 June 2020

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

Dear Unitholder

GOODMAN PROPERTY TRUST - Annual Meeting of Unitholders
The Annual Meeting is to be held on Wednesday 22 July 2020, at 12:00 pm. It will be a
virtual meeting, the format being decided during Alert Level 4. While the country has
since progressed to Alert Level 1, Australian based directors are currently unable to
travel and further disruption from COVID-19 is still a possibility. A virtual format negates
these issues and was therefore considered the best option for this year’s Annual
Meeting of Unitholders.
As a virtual meeting, attendance and participation will be through a live webcast,
accessed through an internet connected computer, smartphone, tablet or similar device.
Enclosed with this letter are three documents relating to the meeting. They include:
1. Notice of Meeting – details of the meeting agenda and resolution
2. Voting and Proxy Form – for appointing a proxy to vote on your behalf
3. Virtual Annual Meeting Guide 2020 – instructions for participating.
The meeting agenda includes one resolution relating to the reappointment of Susan
Paterson 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 during the virtual meeting or by appointing a proxy to vote on your behalf.
To appoint a proxy you have two options, either;
a) complete and return the Voting and Proxy Form or
b) complete the proxy voting process online at www.investorvote.co.nz.
Please note both proxy voting options need to be received by 12:00 pm on Monday 20
July 2020.
Should you have any questions regarding the meeting format or 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

---

Virtual Meeting
Goodman Property Trust

Goodman Property Trust
Notice of Annual Meeting 2020
Date of meeting: Wednesday 22 July 2020
Time: 12:00 pm
Format: Virtual meeting
Deadline for receipt of 12:00 pm
Voting and Proxy forms: Monday 20 July 2020
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 2020.
2. Resolution 1: Re-appointment of Susan Paterson
As an ordinary resolution, that Unitholders approve the
re-appointment of Susan Paterson as an Independent
Director of the Manager.
The only matters being discussed and voted on at the Meeting
is the Resolution contained in this Notice of Meeting. No motions
will be allowed from the floor.
Virtual Meeting
The Meeting will have a virtual format, with attendance through a live webcast.
The webcast can be accessed through an internet connected computer, tablet, smartphone
or similar device. The link is available from https://web.lumiagm.com/
or by downloading the Lumi AGM app, and entering the meeting ID: 332- 013 -351
Please review the accompanying “Virtual Annual Meeting Guide 2020” prior to the event for further instructions.

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.
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 18 May 2020 and closed on 2 June 2020. No nominations
were received, meaning Susan Paterson stands unopposed.
Resolution 1
Re-appointment of Susan Paterson
Susan Paterson retires by rotation at the
meeting and offers herself for re-appointment.
Susan has been a professional director since 1996. She has a Bachelor
of Pharmacy and practised as a pharmacist before moving into
management roles in New Zealand and the United Kingdom. Susan
completed an MBA at London Business School and was a strategy
consultant for the Boston based Index Group across Europe and the USA.
She chairs Steel & Tube Holdings Limited and Theta Systems Limited,
with other Board positions including the Reserve Bank of New Zealand,
Electricity Authority, Arvida Group Limited, Les Mills Holdings Limited,
EROAD Limited, and Sky Network Television Limited. She has been
an external monetary policy advisor to the Governor of the Reserve
Bank of New Zealand. Past directorships include Airways Corporation
of New Zealand Limited (Chair), Transpower New Zealand Limited,
Abano Healthcare Group Limited, St Cuthbert’s College, New Zealand
Ecolabelling Trust, Housing New Zealand and Ports of Auckland Limited.
Susan was made an Officer of the New Zealand Order of Merit in 2015
for services to corporate governance.
Susan has been on the Board for 12 years.
The Board considers Susan to be an Independent Director and
unanimously recommends that Unitholders vote in favour of her
re-appointment.
Virtual Meeting

Virtual Meeting
Further information
Meeting format
The Meeting will have a virtual format,
with attendance through a live webcast.
The webcast can be accessed from:
https://web.lumiagm.com/ or by
downloading the Lumi AGM app, and
entering the meeting ID 332-013-351.
The webcast will include an online
presentation and address which
Unitholders will be able to view from a
computer, tablet, smartphone or similar
device. To participate, Unitholders
will need their CSN or holder number
which  can be found on their Voting and
Proxy Form.
Please review the accompanying
“Virtual Annual Meeting Guide 2020”
prior to the event for further instructions
on how  to participate.
Procedure for questions
The accompanying “Virtual Annual
Meeting Guide 2020” includes
instructions for submitting questions
during the Meeting.
Unitholders can also submit questions
in advance, either by
email info-nz@goodman.com
or by post, Goodman (NZ) Limited,
PO Box 90940, Victoria Street West,
Auckland 1142.
Please address your question to
the company secretary and include
your name and unitholder number.
Postal and email questions should be
received by 5.00pm on Wednesday,
15 July 2020.
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 Monday
20 July 2020.
Voting and proxies
A Unitholder is entitled to appoint a
proxy to 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 
12:00 pm on Monday 20 July  2020.
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. The Chairman of the
Meeting intends to vote all discretionary
proxies in favour of the resolution.
Ordinary Resolutions
To be passed, the 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.
Glossary
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
o f G M T.
Meeting
means the virtual meeting of Unitholders to be held
on 22 July 2020 commencing at 12:00 pm and any
adjournments or postponements thereof.
Notice of Meeting
means this notice of meeting, dated 23 June 2020
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.
Tr u s t D e e d
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.
This Notice of Meeting is dated 23 June 2020 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

---

Goodman Property Trust
Annual Meeting of Unitholders
Wednesday 12:00 pm, 22 July 2020
Voting and Proxy Form
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 12:00 pm, Monday 20 July 2020.
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.
Attending the Meeting
Attendance and participation will be through a live webcast, accessed
through an internet connected computer, tablet, smartphone or similar
device. Please refer to the Virtual Annual Meeting Guide 2020, that
accompanies this Voting and Proxy Form, for further instructions.
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.
Please turn over to complete the form
QR code
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.
VIRTUAL MEETING FORMAT
Due to possible disruption arising as a result of COVID-19, this year’s Annual Meeting of Unitholders will have a virtual format.
Attendance and participation will be through a live webcast, accessed through an internet connected computer, smartphone, tablet or
similar device. Please refer to the Virtual Annual Meeting Guide 2020, that accompanies this Voting and Proxy Form, for further instructions.

Proxy/Corporate Representative Form
I/We being a Unitholder/Unitholders of Goodman Property Trust
Proxy
Discretion
For
Against
Abstain
Appoint a Proxy to Vote on Your Behalf
Voting Instructions/Ballot Paper
Signature of Unitholder(s) – this section must be completed
Step 1
Step 2
Step 3
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.
This Voting and Proxy Form is accompanied by a pre-addressed envelope which requires no stamp within New Zealand.
Unitholder 1
or Sole Director/Directoror Director (if more than one)
Contact NameContact Daytime TelephoneDate2020
Unitholder 2Unitholder 3
hereby appoint*
or failing him/her
of
of
Resolution 1
As an ordinary resolution, that Unitholders approve the re-appointment of Susan Paterson as an
Independent Director of the Manager.
as my/our proxy to act generally at the virtual 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 12:00 pm on Wednesday 22 July 2020 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.
If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email
address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
Unitholders can still view the webcast and participate in the virtual meeting, even if they have appointed a proxy
(although they will not be able to vote if a proxy has been appointed).

---

Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to either:
>Visit web.lumiagm.com on your desktop or mobile device. Ensure that your browser is compatible—Lumi AGM supports the latest
versions of Chrome, Safari, Internet Explorer, Edge and Firefox; or
>Download Lumi AGM from the App Store or Google Play Stores for free—search for Lumi AGM.
>If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between
8.30am—5.00pm Monday to Friday (New Zealand time).
Unitholders are encouraged to download the app prior to the Annual Meeting if you will be using a mobile device.
VIRTUAL ANNU
AL MEETING GUIDE 2020
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
password (postcode).
APPOINTED PROXIES
A username and password will be
provided prior to the meeting.
If you have not received your username
and password, please contact
Computershare on +64 9 488 8777
between 8.30am—5.00pm Monday to
Friday (New Zealand time).
MEETING ID
332-013-351
LOGGING IN
T
o log in, you must have the following information (which can be found on your Unitholder’s Voting and Proxy Form) or you can login
as a guest if you are not a unitholder in Goodman Property Trust; however, you will not be able to ask any questions or vote.
VOTING AT A GLANCE
STEP 1
Open Lumi AGM and enter the
Meeting ID shown in top right
corner
STEP 2
Enter your username and
password (CSN/Holder Number
and postcode)
STEP 3
When the poll is opened,
click and select your
desired voting direction
Remote entry to the Annual Meeting will open at 11.30AM NZT
on Wednesday 22 July 2020, with the meeting commencing
at 12.00PM NZT.
OVERSEAS RESIDENTS
Username (CSN or Holder Number);
and Password (three-character ISO3
country code) e.g. AUS is the ISO3 code
for Australia.
You can find a full list at
www.computershare.com/iso3

USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have downloaded Lumi AGM
or entered web.lumiagm.com into your
internet browser, you’ll be prompted to
enter the Meeting ID and accept the
terms and conditions.
You will then be required to enter your:
>username (CSN or Holder number);
>password (postcode, or country code
for overseas residents)
NAVIGATING LUMI AGM
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the broadcast icon at the
bottom of the screen.
WATCHING THE WEBCAST
To watch the webcast, click the black
broadcast bar on screen and push
the ► button to start the webcast.
The video and/or slides will appear
shortly after (dependent on the speed
of your internet connection).
ASKING QUESTIONS
Any unitholder or appointed proxy/
representative attending the meeting is
eligible to ask questions. If you would
like to ask a question, select then
type and submit your question. It will
be sent to the board for an answer.
Please note that not all questions may
be able to be answered during the
meeting. In this case, questions will be
followed up by email after the meeting.
NAVIGATING LUMI AGM - DESKTOP
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press
the ► button to start the
webcast.
e the pwill
VOTING IN LUMI AGM
Once the poll has been opened,
appear on the navigation bar at the
bottom of the screen—from here, the
resolution and voting choices will be
displayed.
To vote, simply select your voting
direction from the options shown on
screen. To change your vote, simply
select another direction—you can cancel
your vote by clicking ‘Cancel’.