Goodman NZ/Announcement
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GMT Notice of Meeting

AGM7 June 2021GNZReal Estate

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

8 June 2021

Release

Immediate

The Annual Meeting of Goodman Property Trust Unitholders is to be held at Eden Park in

Auckland on Wednesday 7 July 2021, at 1:30 pm. It will be a hybrid meeting, with

Unitholders able to attend and participate either in person or through a live webcast.

The live webcast can be joined from https://web.lumiagm.com/

and entering the meeting ID

code 310-481-111.

The meeting agenda includes three resolutions relating to the re-appointment of Laurissa

Cooney, David Gibson and Leonie Freeman as Independent Directors. The Board

encourages Unitholders to exercise their right to vote and unanimously recommend they

vote in favour of each 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 2021.

To be valid any proxy appointment must be received before 1:30 pm on Monday 5 July

2021.

For further information please contact:

John Dakin

Chief Executive Officer

Goodman (NZ) Limited

(021) 321 541


Attachments provided to NZX:

1. Letter from the Chair

2. Goodman Property Trust Notice of Annual Meeting 2021

3. Voting and Proxy Form

4. Virtual Annual Meeting Guide 2021


About Goodman Property Trust:

GMT is an externally managed unit trust, listed on the NZX. It has a market capitalisation of around $3.2 billion, ranking it in

the top 20 of all listed investment vehicles. It is also New Zealand’s largest listed property investor. The Manager of the Trust

is a subsidiary of the ASX listed Goodman Group, Goodman Group is also the Trust’s largest unitholder with a cornerstone

investment of around 21.8%.


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

$3.8 billion at 31 March 2021. The Trust holds an investment grade credit rating of BBB from S&P Global Ratings.

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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





8 June 2021


[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 7 July 2021, at 1:30 pm. It will be a

hybrid meeting, with Unitholders able to attend and participate either in person or

through a live webcast.

The venue for the physical meeting is Eden Park, Kingsland. The live webcast allows

Unitholders outside of Auckland to also participate using 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 resolutions

2. Voting and Proxy Form – for appointing a proxy to vote on your behalf

3. Virtual Annual Meeting Guide 2021 – instructions for participating in the live

webcast.

The meeting agenda includes three resolutions relating to the re-appointment of

Laurissa Cooney, David Gibson and Leonie Freeman as Independent Directors. The

Board encourages you to exercise your right to vote and unanimously recommends that

Unitholders vote in favour of each resolution.

You can vote in person at the meeting, 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 1:30 pm on Monday 5

July 2021.

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

Chair

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Notice of
Annual Meeting

2021

Goodman Property Trust

Goodman Property Trust
Notice of Annual Meeting

Date of meetingTimeFormatVe n u e

Deadline for receipt of

Voting and Proxy forms

Wednesday

7 July 2021

1.30 pm

Hybrid

meeting

Level 4 Lounge, South Stand, Eden Park

Reimers Ave, Kingsland

1:30 pm

Monday 5 July 2021

AgendaENTRY AND FREE PARKING – through entrance P5 off Reimers Ave

1. Address and presentation

Reports from the Chair, the Chief Executive Officer,

and the Chief Financial Officer of the Manager in respect

of the financial year ended 31 March 2021.

2. Resolution 1: Re-appointment of Laurissa Cooney

As an ordinary resolution, that Unitholders approve the

re-appointment of Laurissa Cooney as an Independent

Director of the Manager.

3. Resolution 2: Re-appointment of David Gibson

As an ordinary resolution, that Unitholders approve the

re-appointment of David Gibson as an Independent

Director of the Manager.

4. Resolution 3: 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.

The only matters being discussed and voted on at the Meeting are the Resolutions contained in this Notice of Meeting. No motions will be allowed from the floor.

The Meeting will have a hybrid format, with attendance either in person or through a live webcast. In the event that COVID-19 Alert Levels for Auckland are at Alert Level 2

or above, or the Board determines it appropriate, the Meeting will have a virtual only format.

The live webcast can be accessed through an internet connected computer, tablet, smartphone or similar device.

The webcast can be joined from https://web.lumiagm.com/ and entering the meeting ID: 310-481-111

Please review the accompanying ‘Virtual Annual Meeting Guide 2021’ prior to the event for further instructions regarding the live webcast.

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

a

n

d

ri

n

g

ha

m


R

d

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 constitution of Goodman (NZ) Limited

and the NZX Listing Rules require:

+ that any person appointed as an

Independent Director by the Board

must retire at the next Annual Meeting

of Unitholders, and

+ 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 also be eligible for

reappointment at that meeting.

Nominations for appointments to the

Board were called for on 7 May 2021 and

closed on 21 May 2021. No nominations

were received, meaning the three

Independent Directors having offered

themselves for re-appointment stand

unopposed.

Resolution 1

Re-appointment of

Laurissa Cooney

Laurissa Cooney retires at

the meeting and offers herself

for re-appointment.

Laurissa is a professional director.

Her current directorships include

Accordant Group Limited, Air

New Zealand Limited, Aotearoa

Circle, Ngāi Tai ki Tāmaki and Tourism

Bay of Plenty where she is also the

Chair. Prior to these governance

roles she was Chief Financial

Officer of Te Whare Wānanga o

Awanuiārangi. Her professional

career has also included senior

auditing and consulting roles with

Deloitte. She holds a Bachelor

of Management Studies (Hons)

from Waikato University, is a Fellow of

the Charted Accountants Australia

and New Zealand and a Chartered

Member of the Institute of Directors.

Laurissa was appointed to the

Board on 4 November 2021.

The Board considers Laurissa

to be an Independent Director

and unanimously recommends

that Unitholders vote in favour of

her re-appointment.

Resolution 2

Re-appointment of

David Gibson

David Gibson retires at

the meeting and offers

himself for re-appointment.

David is a professional director,

investor and business consultant.

His current directorships include

NZME Limited, Rangatira Limited

and Trustpower Limited while his

private interests include Sidehustle

App, Harker Herbals and Jess’s

Underground Kitchen. David

has over 20 years’ investment

banking experience having held

senior positions and governance

roles with Deutsche Craigs and

Deutsche Bank, in New Zealand.

He holds a Bachelor of Laws (Hons)

and Bachelor of Commerce from

the University of Canterbury.

David was appointed to the

Board on 2 February 2021.

The Board considers David to

be an Independent Director and

unanimously recommends that

Unitholders vote in favour of

his re-appointment.

Resolution 3

Re-appointment of

Leonie Freeman

Leonie Freeman retires  by rotation

at the meeting  and offers herself

for re-appointment.

Leonie is the CEO of the Property

Council. Prior to this she has been an

entrepreneur, business futurist and

speaker who has broad experience

across a range of property disciplines

having held senior development,

property management, strategic and

education roles. Her 25-year career

has also included advisory positions

with local and central government.

Leonie holds a Masters of Commerce

(Hons) and has previously held board

positions with the New Zealand

Institute of Valuers, the Massey

University Property Foundation and

Government Property Services.

Leonie was appointed to the

Board on 11 October 2011. The

Board considers Leonie to be

an Independent Director and

unanimously recommends that

Unitholders vote in favour of

her re-appointment.

Further informationGlossary
Meeting format

The Meeting will have a hybrid format, with

attendance either in person or 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 310-481-111.

In the event that COVID-19 Alert Levels for

Auckland are at Alert Level 2 or above, or the

Board otherwise determines it appropriate,

the Meeting will have a virtual only format.

If no physical meeting is to be held, the

Manager will provide Unitholders with notice

through an announcement to the NZX

and by email to Unitholders whose email

address is held by the Manager.

The live 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 2021’ prior to the event for further

instructions on how to participate.

Procedure for questions

Unitholders present at the Meeting will

have the opportunity to ask questions

during the event.

The accompanying “Virtual Annual

Meeting Guide 2021” includes instructions

for submitting questions if attending

virtually. 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, 30 June 2021.

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 5 July 2021.

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 5 July 2021.

Unitholders wishing to appoint the Chair

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 Chair of the

Meeting intends to vote all discretionary

proxies in favour of the Resolutions.

Ordinary Resolutions

To be passed, the Resolutions need to be

approved by a simple majority of those

Unitholders entitled to vote and voting on

the Resolutions.

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.

Board

means the Board of the Manager, comprising the

Directors.

Chair

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, Laurissa Cooney, David

Gibson and Leonie Freeman.

Manager

means Goodman (NZ) Limited, as the manager

o f G M T.

Meeting

means the hybrid meeting of Unitholders to be held

on 7 July 2021 commencing at 1:30 pm and any

adjournments or postponements thereof.

Notice of Meeting

means this notice of meeting, dated 8 June 2021

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 8 June 2021 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, 7 July 2021

Level 4 Lounge, South Stand

Eden Park, Reimers Ave, Kingsland

Please turn over to complete the form

Voting and Proxy Form

If you propose to attend the Meeting on Wednesday 7 July 2021 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 1:30pm Monday 5 July 2021.

HYBRID MEETING FORMAT

The Meeting will have a hybrid format, with attendance either in person or through a live webcast. In the event that COVID-19 Alert Levels for Auckland are

at Level 2 or above, or the Board otherwise determines it appropriate, the Meeting will have a  virtual only format. If no physical meeting is to be held, the

Manager will provide Unitholders with notice through an announcement to the NZX and by email to Unitholders whose email address is held by the Manager.

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 Chair 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  Chair’

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

If attending the Meeting in person please 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.

If you are participating through the live webcast, please refer to the Virtual Annual Meeting

Guide 2021, that accompanies this Voting and Proxy Form, for further instructions. You can still

attend the meeting virtually, even if you have appointed a proxy.

QR code

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

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 hybrid 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 7 July 2021 and at any adjournments or postponements of that meeting.

*The Chair 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 Chair or director would

vote as directed.

Step 2Voting Instructions/Ballot Paper

Resolution 1

As an ordinary resolution, that Unitholders approve the re-appointment of Laurissa Cooney

as an Independent Director of the Manager.

Resolution 2

As an ordinary resolution, that Unitholders approve the re-appointment of David Gibson

as an Independent Director of the Manager.

Resolution 3

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.

If your proxy is not the Chair 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 hybrid meeting for your proxy.

Proxy contact details (Phone): and (Email):

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 __________________2021

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

Annual Meeting of Unitholders of Goodman Property Trust to be held at 1.30 pm on Wednesday 7 July 2021.

The Meeting will have a hybrid format, with attendance either in person or through a live webcast.

The webcast can be accessed from: https://web.lumiagm.com/ and entering the meeting ID 310-481-111.

Proxy/Corporate Representative Form

Attendance Slip

Proxy

For Against Discretion Abstain

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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

Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to visit

web.lumiagm.com on your desktop or mobile device. You will need to ensure that your browser is compatible — Lumi AGM supports the

latest versions of Chrome, Safari, Internet Explorer, Edge and Firefox.

If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between 8.30am

and 5.00pm Monday to Friday (New Zealand time).

VIRTUAL ANNUAL MEETING GUIDE 2021

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

310-481-111

Remote entry to the Annual Meeting will open at 1.00PM

NZT on Wednesday 7 July 2021, with the meeting

commencing at 1.30PM 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

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 log in

as a guest if you are not a unitholder in Goodman Property Trust. Please note, if you have logged in as a guest you will not be able to

ask any questions or vote.

USING LUMI AGM
ACCESSING THE VIRTUAL MEETING

Once you have 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.

VOTING IN LUMI AGM

Once the poll has been opened, will

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’.

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.

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.