GMT Bond Issuer Lodges PDS for Green Bond Offer

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 Bond Issuer Lodges PDS for Green Bond Offer
Date
24 March 2022
Release
Immediate

GMT Bond Issuer Limited ("Issuer") (a wholly owned subsidiary of Goodman
Property Trust ("GMT")) today announced an offer ("Offer") of up to NZ$100
million (with the ability to accept oversubscriptions of up to NZ$50 million at its
discretion), of 5 year (maturing on 14 April 2027) fixed rate, senior secured green
bonds ("Green Bonds") to institutional and New Zealand retail investors.

The Offer is expected to open on 4 April 2022 and close on 7 April 2022.

The Green Bonds have a credit rating of BBB+ from S&P Global Ratings Australia Pty Limited ("S&P").
GMT has a long-term credit rating from S&P of BBB (stable outlook).

The Issuer will on-lend all of the proceeds of the Offer to GMT. Once on-lent to GMT, the proceeds of
the Offer are intended to be allocated in accordance with GMT's Sustainable Finance Framework.

The Issuer has appointed Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New
Zealand branch) ("Westpac") as Arranger
and Green Bond Co-ordinator, and Craigs Investment
Partners Limited,
Forsyth Barr Limited and Jarden Securities Limited, together with Westpac, as Joint
Lead Managers in relation to the Offer.

Full details of the Offer, including the allocation of proceeds of the Offer, are contained in the Product
Disclosure Statement dated 24 March 2022 (“PDS”) which was lodged today and has been provided to
NZX with this announcement.

The PDS is also available at www.goodmangreenbonds.co.nz or by contacting a Joint Lead Manager
or your usual financial advice provider, and must be given to investors before they decide to acquire
any Green Bonds.

There is no public pool for the Offer, with all of the Green Bonds being reserved for clients of the Joint
Lead Managers, Primary Market Participants and other approved financial intermediaries.

Investors can register their interest by contacting a Joint Lead Manager or their usual financial advice
provider.

The Offer is being made in accordance with the Financial Markets Conduct Act 2013 and the Green
Bonds are expected to be quoted on the NZX Debt Market.

In addition to the PDS, copies of the indicative terms sheet and the investor presentation for the Green
Bonds have been provided to NZX with this announcement.

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





Arranger, Green Bond Co-ordinator and Joint Lead Manager



0800 772 142

Joint Lead Managers





0800 226 263

0800 367 227

0800 005 678

For further information please contact:
Andy Eakin
Chief Financial Officer
Goodman (NZ) Limited
(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 $3.3 billion, ranking it in the
top 20 of all listed investment vehicles. GMT is New Zealand’s leading warehouse and logistics space provider. It has a
substantial property portfolio, with a value of $4.3 billion at 30 September 2021. GMT also holds an investment grade credit
rating of BBB from S&P Global Ratings.
The Manager of GMT is Goodman (NZ) Limited, a subsidiary of the ASX listed Goodman Group. Goodman Group is a A$68.2
billion specialist global manager of warehouse and logistics real estate.

---

PRODUCT
DISCLOSURE
S TAT E M E N T
FOR AN OFFER OF FIXED RATE, SENIOR SECURED 5 YEAR
GREEN BONDS BY GMT BOND ISSUER LIMITED
DATE: 24 MARCH 2022
This document gives you important information about this investment to help you decide whether
you want to invest. There is other useful information about this offer on www.disclose-register.
companiesoffice.govt.nz. GMT Bond Issuer Limited has prepared this document in accordance
with the Financial Markets Conduct Act 2013. You can also seek advice from a financial advice
provider to help you to make an investment decision.
ARRANGER, GREEN BOND
CO-ORDINATOR AND
JOINT LEAD MANAGER
JOINT LEAD
MANAGERS

1 Key Information Summary
WHAT IS THIS?
This is an offer of fixed rate, senior secured green bonds
(Green Bonds). The Green Bonds are debt securities issued by
GMT Bond Issuer Limited (Issuer). You give the Issuer money,
and in return the Issuer promises to pay you interest and repay the
money at the end of the term. If the Issuer runs into financial
trouble, you might lose some or all of the money you invested.
ABOUT THE GMT GROUP
The Issuer is a special purpose financing company for the
GMT Group. The GMT Group comprises Covenant Trustee
Services Limited as trustee of Goodman Property Trust (GMT)
and GMT’s subsidiaries (including the Issuer).
GMT is New Zealand’s largest listed property investor, managed
by Goodman (NZ) Limited (Manager). The GMT Group owns,
develops and manages a high-quality urban logistics portfolio.
The portfolio is exclusively invested in the Auckland region with
estates in Albany, East Tāmaki, Māngere, Manukau, Mount Roskill,
Mount Wellington, Ōtāhuhu, Panmure and Penrose.
PURPOSE OF THIS OFFER
The Issuer will on-lend all of the proceeds of the Offer to GMT by
way of an interest bearing loan (GMT Loan). As the Issuer is a
special purpose financing company, the Issuer’s ability to pay
interest on and repay the Green Bonds depends on GMT making
interest payments on and repaying the GMT Loan.
Once on-lent to GMT, the proceeds of the Offer are intended to
be allocated to finance or refinance, wholly or in part, Eligible
Assets, in accordance with GMT’s Sustainable Finance
Framework dated March 2022 (as amended from time to time).
Eligible Assets are existing properties, properties under
development or property upgrade projects that meet the
eligibility criteria outlined in the Sustainable Finance Framework.
As at the date of this PDS, once on-lent to GMT, GMT intends to:
+use the proceeds of the Offer to refinance existing bank debt;
and
+allocate an amount equal to the proceeds of the Offer:
—first, to the Eligible Assets set out in the table below,
which are currently being developed and have been
verified as targeting a New Zealand Green Building
Council (NZGBC) 5 Green Star Design and / or Built
rating. These Eligible Assets are, as at the date of this
PDS, the only Eligible Assets under the Sustainable
Finance Framework,
then
—any proceeds that are not allocated to the Eligible
Assets set out in the table below, will be allocated to
Eligible Assets within 24 months of the Issue Date.
Property nameProperty address
NZ Blood and Organ
Service at Highbrook
80 Highbrook Drive,
Highbrook
Stanley Black & Decker
at Highbrook
20 El Kobar Drive,
Highbrook
Riverside Warehouses
at Highbrook
28 Business Parade
North, Highbrook
NZ Post
at Roma Road
60 Roma Road,
Mount Roskill
Mainfreight
at Favona Road
60 Favona Road,
Favona
See Section 4 (Purpose of the Offer) of this PDS for more
information.
References to “allocation” of “proceeds” in this PDS are to the
notional allocation of an amount equal to those proceeds made
by GMT in its records.
If any member of the GMT Group (including GMT and the Issuer) fails to comply with the Sustainable Finance Framework or satisfy
any sustainable finance market principles and guidelines as set out in the Sustainable Finance Framework (including the Green
Bond Principles) or if the Green Bonds cease to satisfy the Green Bond Principles:
+this does not constitute an Event of Default or any other breach in relation to the Green Bonds;
+there is no requirement on the Issuer to repay the Green Bonds early; and
+the Green Bonds may cease to be labelled as ‘green’.
This means there is no legal obligation on any member of the GMT Group to comply with the Sustainable Finance Framework or
satisfy any sustainable finance market principles and guidelines as set out in the Sustainable Finance Framework (including the
Green Bond Principles) on an ongoing basis. See also Section 5 (Key features of Green Bonds) of this PDS.
1

KEY TERMS OF THE OFFER
Description of the debt securitiesFixed rate, senior secured green bonds.
Te r m5 years maturing on the Maturity Date (14 April 2027).
Offer amountUp to NZ$100 million (with the ability to accept oversubscriptions of up to NZ$50 million at the
Issuer’s discretion).
Interest RateA fixed rate of interest will be payable on the Green Bonds until the Maturity Date. The Interest
Rate will be determined on the Rate Set Date (7 April 2022) and announced via NZX on or
about the Rate Set Date.
The Interest Rate will be equal to the sum of the Base Rate and the Margin but in any case will
be no less than the minimum Interest Rate announced via NZX on or about the Opening Date.
The Issuer expects to announce an indicative Margin (which may be subject to change)
through NZX on or about the Opening Date. The actual Margin for the Green Bonds (which
may be above or below the announced indicative Margin) is the rate (expressed as a
percentage rate per annum) determined on the Rate Set Date.
Opening Date4 April 2022.
Closing Date7 April 2022 at 1 1am (NZT).
Issue Date14 April 2022.
Interest Payment DatesInterest is scheduled to be paid semi-annually in arrear on each Interest Payment Date,
being 14 April and 14 October in each year during the term of the Green Bonds, starting on
14 October 2022 and including the Maturity Date.
Further Payments,
Fees or Charges
Taxes may be deducted from interest payments on the Green Bonds. See Sections 7 (Tax)
and 8 (Tax consequences for overseas Holders) of this PDS for more information.
You are not required to pay brokerage or any charges to the Issuer in relation to applications
under the Offer. However, you may have to pay brokerage to the Bookbuild participant from
whom you receive any Green Bonds.
Selling restrictionsThe Offer is subject to certain selling restrictions. By subscribing for the Green Bonds, you
indemnify the Issuer, the Supervisor, the Arranger and the Joint Lead Managers for any loss
each of them suffers as a result of you breaching the selling restrictions. See Section 9
(Selling restrictions) of this PDS for more information.
WHO IS RESPONSIBLE FOR
REPAYING YOU?
The Issuer is responsible for paying interest on the Green Bonds
and for the repayment of the Green Bonds on the Maturity Date.
The obligations of the Issuer to pay interest on the Green Bonds
and for the repayment of the Green Bonds on the Maturity Date
are guaranteed by:
+GMT. This guarantee is limited to the assets held by
Covenant Trustee Services Limited as trustee of GMT.
GMT’s obligations under this guarantee are in turn
guaranteed by each GMT Group Company; and
+each GMT Group Company.
More information about the guarantees given by GMT and the
GMT Group Companies is set out in Section 5.3 (Ranking and
security) of this PDS.
HOW YOU CAN GET YOUR
MONEY OUT EARLY
The Issuer does not have any right to repay your Green Bonds
before the Maturity Date. Similarly, you have no right to request
that your Green Bonds be repaid early unless an Event of Default
has occurred. See Section 5.3 (Ranking and security) of this PDS
under “Events of Default” for more information.
The Issuer intends to quote these Green Bonds on the NZX Debt
Market. This means you may be able to sell them on the NZX Debt
Market before the end of their term if there are interested buyers.
If you sell your Green Bonds, the price you get will vary depending
on factors such as the financial condition of the GMT Group and
movements in the market interest rates. You may receive less
than the full amount that you paid for them.
HOW GREEN BONDS RANK
FOR REPAYMENT
In a liquidation of the GMT Group, your claim for payment of the
Principal Amount of your Green Bonds and accrued interest
will rank:
+behind holders of prior-ranking security interests and holders
of claims on the GMT Group that are preferred by law;
+equally with claims of other Holders and holders of other
secured claims on the GMT Group that rank equally with the
Green Bonds; and
+ahead of claims of holders of lower ranking secured claims,
holders of unsecured claims on the GMT Group and GMT’s
unitholders.
Section 5.3 (Ranking and security) of this PDS contains more
information about the ranking of the Green Bonds.
WHAT ASSETS ARE THESE
GREEN BONDS SECURED AGAINST?
The Green Bonds are secured by security interests given by each
GMT Group Company (including the Issuer) over all of their assets
together with first ranking Mortgages given over their freehold and
leasehold land. The security interests and Mortgages do not
extend to certain excluded assets.
More information about the security interests given by the GMT
Group Companies is set out in Section 5.3 (Ranking and security)
of this PDS.
2

KEY RISKS AFFECTING
THIS INVESTMENT
Investments in debt securities have risks. A key risk is that the Issuer
does not meet its commitments to repay you or pay you interest
(credit risk). Section 6 of the PDS (risks of investing) discusses the
main factors that give rise to the risk. You should consider if the credit
risk of these debt securities is suitable for you.
The interest rate for these Green Bonds should also reflect the
degree of credit risk. In general, higher returns are demanded by
investors from businesses with higher risk of defaulting on their
commitments. You need to decide whether the offer is fair. The
Issuer considers that the most significant risk factors are:
+Valuation of the GMT Group’s properties and the income
derived from those properties: the risk of adverse changes
in New Zealand’s industrial property market, in particular in
the Auckland region (where all of the GMT Group’s properties
are located). This includes changes in business conditions
that impact the GMT Group’s customers, a large proportion
of which operate in the logistics sector. This could have a
negative impact on rental returns from, or the market value of,
the GMT Group’s properties. A reduction or interruption in
rental income could materially negatively impact the GMT
Group’s financial performance.
+Development of properties: the risk that the GMT Group is
unable to complete one or more developments on time and at
the budgeted cost. Development of properties is an important
component of the GMT Group’s business, and if it is unable to
acquire suitable properties or complete any material
developments in a timely manner, then additional costs or
claims may arise. These circumstances may have a negative
impact on the financial performance of the GMT Group.
The Issuer has identified its most significant risk factors as being
the significant risk factors for the GMT Group. This is because:
+The Issuer is a special purpose financing company, and so its
ability to pay interest on and repay the Green Bonds depends
on GMT making interest payments on and repaying the
GMT Loan.
+The Issuer’s obligations under the Green Bonds are
supported by the Green Bond Guarantee given by GMT,
the GMT Group Guarantee given by each GMT Group
Company and the security interests given by the GMT
Group Companies (including the Issuer).
This summary does not cover all of the risks of investing in the
Green Bonds. You should also read Sections 5 (Key features of
Green Bonds) and 6 (Risks of investing) of this PDS.
WHAT IS THE GREEN BONDS’
CREDIT RATING?
A credit rating is an independent opinion of the capability and
willingness of an entity to repay its debts (in other words, its
creditworthiness). It is not a guarantee that the financial product
being offered is a safe investment. A credit rating should be
considered alongside all other relevant information when making
an investment decision.
The Green Bonds have been rated by S&P Global Ratings
Australia Pty Limited (S&P). S&P gives ratings from AAA through
to C, excluding ratings attached to entities in default.
Credit ratings by S&P may be modified by the addition of a plus (+)
or minus (-) sign to show relative standing within the major rating
categories and can be suspended, varied or withdrawn at any time.
As at the date of this PDS, the Green Bonds have a credit rating
of BBB+ from S&P.
Green
Bonds’
credit
rating
BBB+
Range of credit
ratings for S&P
AAAAAABBBBBBCCCCCC
Summary
description of
the rating
Capacity to meet financial commitmentsVulnerability to non-payment
Extremely
strong
Ve r y
strong
StrongAdequate
Less
vulnerable
More
vulnerable
Currently
vulnerable
Highly
vulnerable
Currently
highly
vulnerable
WHERE YOU CAN FIND OTHER MARKET
INFORMATION ABOUT THE ISSUER
This is a short-form offer document that the Issuer is permitted to
use because the Green Bonds rank equally with the Issuer’s
existing quoted financial products. Those existing quoted financial
products are other fixed rate, senior secured bonds which are
quoted on the NZX Debt Market under ticker codes GMB030,
GMB040 and GMB050. The Issuer is subject to continuous
disclosure obligations that require it to notify certain material
information to the NZX for the purpose of that information being
made available to participants in the market.
Investors should look at the market price of the quoted debt
securities of the Issuer in order to find out how the market
assesses the returns and risk premium for those debt securities.
The Issuer’s page on the NZX website includes information made
available under the continuous disclosure obligations, and can be
found at www.nzx.com/companies/GMB.
3

TABLE OF CONTENTS
1 Key Information Summary 1
2 Key dates and Offer process 5
3 Terms of the Offer 6
4 Purpose of the Offer 10
5 Key features of Green Bonds 11
6 Risks of investing 17
7 Tax 19
8 Tax consequences
for overseas Holders 19
9 Selling restrictions 20
10 Who is involved? 23
11 How to complain 24
12 Where you can find
more information 25
13 How to apply 25
14 Contact information 26
15 Glossary 27
4

2 Key dates and Offer process
Opening Date4 April 2022
The minimum Interest Rate and the indicative Margin will be
determined and announced on this date.
Closing Date7 April 2022 at 11am (NZT)
Rate Set Date7 April 2022
Issue Date14 April 2022
Expected date of initial quotation and trading
of the Green Bonds on the NZX Debt Market
19 April 2022
First Interest Payment Date14 October 2022
Interest Payment Dates14 April and 14 October in each year during the term of the
Green Bonds
Maturity Date14 April 2027
The timetable is indicative only and subject to change. The Issuer
has the right, in its absolute discretion and without notice, to vary
the timetable (including by opening or closing the Offer early,
accepting late applications, and extending the Closing Date).
If the Issuer changes any of the Opening Date and/or the Closing
Date, the changes will be announced via NZX as soon as
reasonably practicable.
If the Closing Date is extended, the Issue Date, the expected date
of initial quotation and trading of the Green Bonds on the NZX
Debt Market, the Interest Payment Dates and the Maturity Date
may also be extended. Any such changes will not affect the
validity of any applications received.
The Issuer reserves the right to cancel the Offer and the issue of
the Green Bonds. If this occurs any application monies received
will be refunded (without interest) as soon as practicable, and in
any event within 5 Business Days of the Issuer announcing that
the Offer has been cancelled.
5

3 Terms of the Offer
3.1 Description of the Green Bonds
IssuerGMT Bond Issuer Limited.
DescriptionFixed rate, senior secured green bonds.
The Green Bonds
satisfy the Green Bond
Principles
GMT has developed and adopted the Sustainable Finance Framework to ensure that, as at the date of
this PDS, the Green Bonds comply with the Green Bond Principles. There is no legal obligation on any
member of the GMT Group to comply with the Sustainable Finance Framework or satisfy any sustainable
finance market principles and guidelines as set out in the Sustainable Finance Framework (including the
Green Bond Principles) on an ongoing basis.
See Section 5.2 (Compliance with the Green Bond Principles and the Sustainable Finance Framework)
of this PDS for more information.
Use of proceedsThe Issuer will on-lend all of the proceeds of the Offer to GMT under the GMT Loan. As the Issuer is a
special purpose financing company, its ability to pay interest on and repay the Green Bonds depends on
GMT making interest payments on and repaying the GMT Loan.
Once on-lent to GMT the proceeds of the Offer are intended to be allocated to finance or refinance,
wholly or in part, Eligible Assets in accordance with the Sustainable Finance Framework.
As at the date of this PDS, once on-lent to GMT, GMT intends to:
+use the proceeds of the Offer to refinance existing bank debt; and
+allocate an amount equal to the proceeds of the Offer:
—first, to the Eligible Assets set out in Section 4 (Purpose of the Offer) of this PDS;
then
—any proceeds that are not allocated to the Eligible Assets set out in Section 4 (Purpose of the
Offer) of this PDS, will be allocated to Eligible Assets within 24 months of the Issue Date.
GMT will meet its debt obligations under the GMT Loan out of its general cashflows and not specifically
from revenue generated by the Eligible Assets.
See Section 4 (Purpose of the Offer) of this PDS for more information.
Te r m5 years maturing on the Maturity Date (14 April 2027).
Offer amountUp to NZ$100 million (with the ability to accept oversubscriptions of up to NZ$50 million at the
Issuer’s discretion).
Principal AmountNZ$1.00 per Green Bond.
Interest RateA fixed rate of interest will be payable on the Green Bonds until the Maturity Date.
The Interest Rate will be determined by the Issuer (in consultation with the Joint Lead Managers)
following the Bookbuild held on the Rate Set Date (7 April 2022). The Interest Rate will be announced via
NZX on or about the Rate Set Date. The Interest Rate will not change over the term of the Green Bonds.
The Interest Rate will be equal to the sum of the Base Rate and the Margin but in any case will be no less
than the minimum Interest Rate announced via NZX on or about the Opening Date.
Base RateThe semi-annual mid-market rate for an interest rate swap of a term matching the period from the Issue
Date to the Maturity Date as calculated by the Arranger in consultation with the Issuer, according to market
convention, with reference to Bloomberg page ICNZ4 (or any successor page) on the Rate Set Date
(rounded to 2 decimal places if necessary, with 0.005 being rounded up).
6

MarginThe Issuer expects to announce an indicative Margin (which may be subject to change) through NZX on
or about the Opening Date.
The actual Margin for the Green Bonds (which may be above or below the announced indicative Margin)
is the rate (expressed as a percentage rate per annum) determined by the Issuer (in consultation with the
Joint Lead Managers) through the Bookbuild held on the Rate Set Date.
Interest Payment DatesInterest will be calculated on an annual basis and is payable in equal amounts in arrear on each semi-annual
Interest Payment Date, being 14 April and 14 October in each year during the term of the Green Bonds,
starting on 14 October 2022 and including the Maturity Date.
The Interest Payment Dates are subject to adjustment in accordance with the Business Day convention
below.
Business Day conventionIf a payment date is not a Business Day, the Issuer will make payment on the next Business Day, but no
adjustment will be made to the amount of interest payable as a result of the delay.
Entitlement to paymentsPayments of interest on the Green Bonds will be made to the persons who are the Holders as at 5pm
(New Zealand time) on the 10th calendar day before the relevant Interest Payment Date (or such other
date as required by NZX).
Payments of any other amount will be made to the persons who are the Holders as at 5pm (New Zealand
time) on the date as is determined by the Issuer and notified to NZX (or such other date as required by NZX).
If such date would fall on a day which is not a Business Day, then payments will be made to the persons
who are the Holders as at the immediately preceding Business Day.
Opening, Closing Date
and Issue Date
See Section 2 (Key dates and Offer process) of this PDS for more information.
Offer processThere is no public pool for the Green Bonds. All Green Bonds, including oversubscriptions, will be
reserved for subscription by clients of the Joint Lead Managers, Primary Market Participants and other
approved financial intermediaries invited to join the Bookbuild.
Distribution of Green
Bonds
If a Bookbuild participant receives any Green Bonds in the Bookbuild, the distribution of those Green
Bonds to that participant’s clients is determined by the participant, and not the Issuer.
How to applyApplication instructions are set out in Section 13 (How to apply) of this PDS.
The Issuer reserves the right to refuse all or any part of any application for Green Bonds under the Offer
without giving a reason.
Issue PriceEach Green Bond is issued at par (NZ$1.00 per Green Bond).
Minimum application
amount
NZ$5,000 and in multiples of NZ$1,000 thereafter.
No underwritingThe Offer is not underwritten.
BrokerageYou are not required to pay brokerage or any charges to the Issuer in relation to applications under the
Offer. However, you may have to pay brokerage to the Bookbuild participant from whom you receive any
Green Bonds.
QuotationThe Issuer intends to quote the Green Bonds on the NZX Debt Market. NZX ticker code GMB060 has
been reserved for the Green Bonds.
NZX takes no responsibility for the content of this PDS. NZX is a licensed market operator and the
NZX Debt Market is a licensed market under the FMC Act.
Selling restrictionsThe Offer is subject to the selling restrictions contained in Section 9 (Selling restrictions) of this PDS,
and you will be required to indemnify certain people if you breach these.
Singapore Securities and
Futures Act Product
Classification
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities
and Futures Act 2001 (Singapore), as modified or amended from time to time (S FA), the Issuer has
determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the
Green Bonds are “prescribed capital markets products” (as defined in the Securities and Futures
(Capital Markets Products) Regulations 2018 (Singapore)).
7

GuaranteeThe Issuer’s obligations under the Green Bonds are guaranteed by:
+GMT under the Green Bond Guarantee. This guarantee is given in favour of the Supervisor and is
limited to the assets held by Covenant Trustee Services Limited as trustee of GMT. GMT’s obligations
under this guarantee are in turn guaranteed by each GMT Group Company; and
+each GMT Group Company under the GMT Group Guarantee.
Section 5.3 of this PDS (Ranking and security) contains more information about these guarantees.
SecurityUnder the GMT Group Guarantee, each GMT Group Company has given a security interest over all of its
assets together with first ranking Mortgage(s) given over its freehold and leasehold land. The security
interests and Mortgages do not extend to certain excluded property.
The security interests are given in favour of the Security Trustee for the benefit of all of the Beneficiaries
(including Holders) and can only be enforced in accordance with the Security Trust Deed.
See Section 5.3 (Ranking and security) of this PDS for more information about the security interests.
Further indebtedness
and other covenants
The GMT Group can create further liabilities (including by issuing new secured bonds) without the consent
of Holders. However, there are covenants in the Trust Deed and other documents that have the effect of
restricting the GMT Group’s ability to create further liabilities that rank equally with or in priority to the
Green Bonds.
See Section 5.3 (Ranking and security) of this PDS under “Restrictions on creating further secured liabilities”
for more information.
No early repaymentNeither you nor the Issuer has any right to require the Green Bonds to be repaid before the Maturity Date
unless an Event of Default occurs.
Events of DefaultIf an Event of Default occurs, and is continuing, the Supervisor:
+may in its discretion;
+must if a Major Event of Default occurs; or
+must if directed to do so by a Special Resolution,
declare the Green Bonds to be immediately due and payable.
See Section 5.3 (Ranking and security) of this PDS under “Events of Default” for more information.
TransfersYou may only transfer your Green Bonds in multiples of NZ$1,000 in aggregate Principal Amount and after
any transfer you and the transferee must each hold Green Bonds with an aggregate Principal Amount of at
least NZ$5,000 (or no Green Bonds).
Ta x e sTaxes may be deducted from interest payments on the Green Bonds. See Sections 7 (Tax) and 8 (Tax
consequences for overseas Holders) of this PDS for more information.
RankingIn a liquidation of the GMT Group, your claim for payment of the Principal Amount of your Green Bonds and
accrued interest will rank:
+behind holders of prior-ranking security interests and holders of claims on the GMT Group that are
preferred by law;
+equally with claims of other Holders and holders of other secured claims on the GMT Group that rank
equally with the Green Bonds; and
+ahead of claims of holders of lower ranking secured claims, holders of unsecured claims on the GMT
Group and GMT’s unitholders.
Section 5.3 (Ranking and security) of this PDS contains more information about the ranking of the Green Bonds.
Governing lawThe Green Bonds, the Trust Deed, the Green Bond Guarantee, the GMT Group Guarantee, the Security
Trust Deed, the Mortgages, this PDS and the contract which is formed when the Issuer accepts your
application are governed by New Zealand law.
SupervisorAs at the date of this PDS, the Supervisor is Public Trust.
The Supervisor is appointed by the Issuer under the Trust Deed to act on behalf of Holders in relation to
matters connected with the Trust Deed or the terms of the Green Bonds. The Supervisor holds the Green
Bond Guarantee for the benefit of the Holders.
Security TrusteeAs at the date of this PDS, the Security Trustee is NZGT (GMT) Security Trustee Limited.
The Security Trustee holds the guarantees and security interests given under the GMT Group Guarantee
for the benefit of the Beneficiaries (including the Holders).
8

3.2 Trading your Green Bonds
on the NZX Debt Market
The Issuer intends to quote the Green Bonds on the NZX Debt
Market. To be eligible to trade your Green Bonds on the NZX Debt
Market, you must have an account with a Primary Market
Participant, a common shareholder number or CSN and an
authorisation code. If you do not have an account with a Primary
Market Participant, you should be aware that opening an account
can take a number of days depending on the Primary Market
Participant’s new client procedures.
If you do not have a CSN, you will be automatically assigned one.
If you do not have an authorisation code, it is expected that you
will be sent one by the Registrar. If you have an account with a
Primary Market Participant and have not received an
authorisation code by the date you want to trade your Green
Bonds, your Primary Market Participant can arrange to obtain
your authorisation code from the Registrar. Your Primary Market
Participant will be charged a fee for requesting your authorisation
code from the Registrar and may pass this cost on to you.
You will likely have to pay brokerage on any transfer of Green
Bonds you make through a Primary Market Participant.
3.3 Trust Deed
The terms and conditions of the Green Bonds are set out in the
Master Trust Deed, as amended and supplemented by the
Supplemental Trust Deed (the Trust Deed). Holders are bound
by, and are deemed to have notice of, the Trust Deed.
The terms of the guarantees and the security interests are set out
in the Green Bond Guarantee, the GMT Group Guarantee, the
Security Trust Deed and the Mortgages.
If you require further information in relation to the Trust Deed, the
Green Bond Guarantee, the GMT Group Guarantee, the Security
Trust Deed and the Mortgages, you may obtain copies of those
documents from the Disclose register at www.disclose-register.
companiesoffice.govt.nz.
9

4 Purpose of the Offer
The Issuer will on-lend all of the proceeds of the Offer to GMT
under the GMT Loan.
GMT is focused on sustainable investment through the creation of
a high-quality urban logistics portfolio. To support its commitment
to sustainable assets and outcomes, GMT has developed the
Sustainable Finance Framework, which applies to the GMT Group
(including GMT and the Issuer). In particular, GMT has developed
and adopted the Sustainable Finance Framework to ensure that,
as at the date of this PDS, its processes for evaluating and
selecting Eligible Assets and managing and reporting on the use
of the proceeds of the Green Bonds are consistent with the Green
Bond Principles.
Once on-lent to GMT, the proceeds of the Offer are intended to
be allocated to finance or refinance, wholly or in part, Eligible
Assets in accordance with the Sustainable Finance Framework.
As at the date of this PDS, once on-lent to GMT, GMT intends to:
+use the proceeds of the Offer to refinance existing bank debt;
and
+allocate an amount equal to the proceeds of the Offer:
—first, to the Eligible Assets set out in the table below,
which are currently being developed and have been
verified as targeting a NZGBC 5 Green Star Design and /
or Built rating. These Eligible Assets are, as at the date of
this PDS, the only Eligible Assets under the Sustainable
Finance Framework,
then
—any proceeds that are not allocated to the Eligible
Assets set out in the table below, will be allocated to
Eligible Assets within 24 months of the Issue Date.
Property nameProperty address
NZ Blood and Organ
Service at Highbrook
80 Highbrook Drive,
Highbrook
Stanley Black & Decker
at Highbrook
20 El Kobar Drive,
Highbrook
Riverside Warehouses
at Highbrook
28 Business Parade
North, Highbrook
NZ Post
at Roma Road
60 Roma Road,
Mount Roskill
Mainfreight
at Favona Road
60 Favona Road,
Favona
The GMT Group is currently developing new buildings
at each of the properties set out in the table above.
As at the date of this PDS, all of these developments are
expected to be completed by May 2023. Once an
Eligible Asset set out in the table above is complete and
occupied by a customer, GMT expects that rental
income generated by each Eligible Asset will contribute
to an increase in the GMT Group’s revenue.
Further details on these Eligible Assets can be found
in the initial Eligible Assets register, which is available
on the Disclose register.
This purpose will not change, irrespective of the total amount that
is raised. However, GMT may reallocate the proceeds to other
Eligible Assets in accordance with the Sustainable Finance
Framework in the future.
As at the date of this PDS, the Sustainable Finance Framework
provides that the total value of Eligible Assets will be at least equal
to the aggregate amount of all of the GMT Group’s outstanding
green financing (including the Green Bonds), subject to temporary
management of unallocated proceeds. Any proceeds that are
not allocated to Eligible Assets will be used to repay revolving
bank debt or invested in cash deposits or cash equivalents until
such time as those proceeds are able to be reallocated to
Eligible Assets.
If any member of the GMT Group (including GMT and the Issuer)
fails to comply with the Sustainable Finance Framework or satisfy
any sustainable finance market principles and guidelines as set
out in the Sustainable Finance Framework (including the Green
Bond Principles) or if the Green Bonds cease to satisfy the Green
Bond Principles:
+this does not constitute an Event of Default or any other
breach in relation to the Green Bonds;
+there is no requirement on the Issuer to repay the Green
Bonds early; and
+the Green Bonds may cease to be labelled as ‘green’.
This means there is no legal obligation on any member of the GMT
Group to comply with the Sustainable Finance Framework or
satisfy any sustainable finance market principles and guidelines
as set out in the Sustainable Finance Framework (including the
Green Bond Principles) on an ongoing basis. See Section 5 (Key
features of Green Bonds) of this PDS for more information.
The Offer is not underwritten.
10

5 Key features of Green Bonds
5.1 General
A number of the key features of the Green Bonds are described in
Section 3 (Terms of the Offer) of this PDS. Other key features of
the Green Bonds and further details about some of the key
features described in Section 3 (Terms of the Offer) of this PDS
are described below. Copies of the Trust Deed, the Green Bond
Guarantee, the GMT Group Guarantee, the Security Trust Deed,
the terms of the Mortgages, the Sustainable Finance Framework,
the initial Eligible Assets register and EY’s independent limited
assurance report (as described below) are included on the
Disclose register.
5.2 Compliance with the Green
Bond Principles and the
Sustainable Finance
Framework
To confirm the integrity of the Green Bonds as a “green”
instrument, GMT has ensured that, as at the date of this PDS, the
Green Bonds comply with the Green Bond Principles. The Green
Bond Principles are voluntary process guidelines for issuing
green bonds published by the International Capital Markets
Association or ICMA. They may be amended by ICMA from time
to time. As at the date of this PDS, the Green Bond Principles
establish four core components for an instrument to be
considered to be a green bond:
+Use of proceeds: The proceeds of the green bond must be
used to finance or refinance assets or other projects that
have clear environmental benefits.
+Process for project evaluation and selection: The issuer
should provide clear information to investors about the
issuer’s environmental sustainability objectives of the eligible
projects; the process for evaluating eligible projects and
associated environmental and social risks; and the eligibility
criteria.
+Management of proceeds: The issuer should have internal
processes to track and attest to the use of the proceeds of
the green bond.
+Reporting: The issuer should make, and keep, readily
available up to date information on the use of the proceeds
of the green bond.
The Green Bond Principles also recommend the use of an
external review provider to assess (through a pre-issuance
external review) the alignment of the green bond and/or
framework with the components of the Green Bond Principles.
Post-issuance, the Green Bond Principles recommend the use of
an auditor or third party to verify the internal tracking and
allocation of the proceeds to eligible green projects.
GMT has developed and adopted the Sustainable Finance
Framework to address the Green Bond Principles.
Set out below is a summary of the way in which the
Sustainable Finance Framework addresses the Green
Bond Principles as at the date of this PDS. GMT may
amend the Sustainable Finance Framework from time
to time. Any amendments to the Sustainable Finance
Framework would apply to these Green Bonds. There is,
however, no legal obligation on any member of the GMT
Group (including GMT and the Issuer) to comply with
the Sustainable Finance Framework or satisfy any
sustainable finance market principles and guidelines as
set out in the Sustainable Finance Framework (including
the Green Bond Principles) on an ongoing basis.

Use of proceeds
As described in Section 4 (Purpose of the Offer) of this PDS, the
Issuer will on-lend all of the proceeds of the Offer to GMT under
the GMT Loan. Once on-lent to GMT, the proceeds of the Green
Bonds are intended to be allocated to finance or refinance, wholly
or in part, Eligible Assets in accordance with the Sustainable
Finance Framework.
GMT may hold and/or undertake development of non-Eligible
Assets outside of the Sustainable Finance Framework.
Process for evaluation and selection of Eligible Assets
Categories for eligible projects under the Green Bond Principles
include “green buildings that meet regional, national or
internationally recognised standards or certifications for
environmental performance.” Under the Sustainable Finance
Framework, when determining if an asset is an Eligible Asset,
GMT will use the following national standards:
+the New Zealand Green Building Council’s Green Star rating
system, an independent certification that can be used to
assess the sustainability attributes of both new
developments and existing buildings; and
+the NABERSNZ rating tool, an independent system for
assessing the energy efficiency of office buildings.
To be eligible to be an Eligible Asset, existing properties,
properties under development and property upgrade projects
must meet one of the following:
+Certified as obtaining, or verified as targeting, a minimum
NZGBC 5 Green Star Design and / or Built rating;
+Certified as obtaining, or verified as targeting, a minimum
NZGBC 4 Green Star Performance rating; or
+Certified as obtaining, or verified as targeting, a minimum
NABERSNZ 4 Star Energy Base Building rating or Energy
Whole Building rating.
Once a building has met the relevant eligibility criteria, it can be
included as an Eligible Asset.
GMT’s Corporate Social Responsibility Committee, which
includes senior executives and experts from across GMT’s
business, oversees the processes to ensure that Eligible Assets
are identified and evaluated in accordance with the Sustainable
Finance Framework. The Committee reports to the board of the
Manager at each of its quarterly meetings.
11

Management of proceeds
The Sustainable Finance Framework provides that GMT will
maintain an Eligible Assets register that includes their market
value, or project cost where a separate market valuation has not
yet been obtained, and the current or targeted Green Star or
NABERSNZ rating that supports the Eligible Asset classification.
Under the Sustainable Finance Framework:
+GMT will ensure an amount equal to the proceeds from green
financing is allocated to Eligible Assets within 24 months of
issuance or receipt.
+GMT will endeavour to prioritise the financing of new Eligible
Assets when allocating proceeds from green financing.
+In the case of refinancing:
—development spend on green buildings will be
incorporated as an Eligible Asset if that spend has been
funded by GMT no more than three years before the
date of issuance of or entry into the relevant green
financing; and
—land acquisition costs will be incorporated as an Eligible
Asset if that land has on it (as at the date of inclusion as
an Eligible Asset) existing properties, properties under
development or property upgrade projects that meet
the eligibility criteria set out above under “Process for
evaluation and selection of Eligible Assets”.
+Any proceeds that are not allocated to Eligible Assets will be
used to repay revolving bank debt or invested in cash
deposits or cash equivalents until such time as those
proceeds are able to be reallocated to Eligible Assets.
Reporting
The Sustainable Finance Framework provides for GMT to:
+publish annual use of proceeds and impact reporting; and
+report on any changes to the Sustainable Finance
Framework as soon as practicable after those changes
are made.
External review
Ernst & Young Limited (EY) has provided an independent review
of the Sustainable Finance Framework and the initial Eligible
Assets register against the Green Bond Principles. Following that
review, EY has issued a limited assurance report concluding that
nothing came to EY’s attention that caused it to believe that the
Sustainable Finance Framework and the initial Eligible Assets
register have not been presented, in all material respects, fairly
and in accordance with the Green Bond Principles and the
Sustainable Finance Framework, respectively.
EY has consented to statements regarding its role in relation to
the Green Bonds and the confirmations given in the limited
assurance report issued by EY being included in this PDS and
the Disclose register.
In addition, the Sustainable Finance Framework provides that an
annual independent review will be undertaken by an independent
verifier upon the use of proceeds and impact reporting in relation
to the Sustainable Finance Framework, Eligible Assets and the
Green Bonds. As at the date of this PDS, the independent verifier
i s E Y.
No Event of Default
If:
+any member of the GMT Group (including GMT and
the Issuer) fails to allocate the proceeds of the Green
Bonds as described in Section 4 (Purpose of the
Offer) of this PDS;
+any member of the GMT Group fails to comply with
the Sustainable Finance Framework or satisfy any
sustainable finance market principles and guidelines
as set out in the Sustainable Finance Framework
(including the Green Bond Principles);
+the Green Bonds cease to satisfy the Green Bond
Principles; or
+any member of the GMT Group fails to notify Holders
that the Green Bonds cease to comply with the
Sustainable Finance Framework or the Green Bond
Principles,
then:
+no Event of Default will occur in relation to the Green
Bonds; and
+neither you nor the Issuer have any right for the Green
Bonds to be repaid early.
The Issuer’s obligations under the Trust Deed are not
affected by the labelling of the bonds as Green Bonds,
and any breach of the Trust Deed (including in relation to
non-compliance with any laws, directives and consents,
whether environmental or otherwise) is to be determined
without regard to any such Green Bond label, the
Sustainable Finance Framework or any sustainable finance
market principles and guidelines as set out in the
Sustainable Finance Framework (including the Green
Bond Principles).
If any of the above scenarios occur, the bonds may cease
to be labelled as Green Bonds. If the bonds cease to be
labelled as Green Bonds, then GMT will set out this
information in GMT’s annual use of proceeds reporting and,
from that point in time, the Sustainable Finance Framework
will no longer govern the management of the bonds.
This means there is no legal obligation on any member of
the GMT Group (including GMT and the Issuer) to comply
with the Sustainable Finance Framework or satisfy any
sustainable finance market principles and guidelines as set
out in the Sustainable Finance Framework (including the
Green Bond Principles) on an ongoing basis.
The Supervisor has no obligations in relation to the
application of the proceeds of the Green Bonds.
12

5.3 Ranking and security
RANKING
The Issuer is a special purpose financing company for the GMT
Group. The Issuer will on-lend the proceeds of the Offer to GMT
under the GMT Loan. This means the Issuer’s ability to pay
interest on and repay the Green Bonds depends on GMT making
interest payments on and repaying the GMT Loan.
In addition, the Issuer’s obligations under the Green Bonds are
supported by the Green Bond Guarantee given by GMT, the GMT
Group Guarantee given by each GMT Group Company and the
security interests given by the GMT Group Companies (including
the Issuer).
These factors mean that it is important to understand where the
Green Bonds would rank in a liquidation of the GMT Group.
The following diagram shows how the liabilities of the GMT Group,
including the Green Bonds, rank in the liquidation of the GMT
Group. The diagram does not describe every type of liability or
security that the GMT Group may have over the term of the
Green Bonds.
Ranking on a liquidation
of the GMT GroupType of obligation
Amount of existing
liabilities and equity
of the GMT Group
1
Higher
ranking
Liabilities that rank in
priority to the Green Bonds
2
Prior ranking secured obligations and creditors
preferred by law (for example, certain amounts
payable to the Inland Revenue)
NZ$1 .1 million
Lower
ranking
Liabilities that rank equally
with the Green Bonds
3
Secured obligations
(for example:
The Green Bonds
Goodman+Bonds, including the Issuer’s existing
quoted financial products, being fixed rate, senior
secured bonds which are quoted on the NZX Debt
Market under ticker codes GMB030, GMB040
and GMB050
US private placement notes
Amounts outstanding under lending facilities
provided by certain financial institutions)
NZ$817.2 million
Liabilities that rank below
the Green Bonds
Unsecured obligations
(for example, general creditors)
NZ$136.4 million
EquityUnits and retained earningsNZ$3,487.1 million
Basis of preparation of table
1. The amounts in this table are based on the GMT Group’s half-year financial statements prepared as at 30 September 2021
but adjusted to assume NZ$150 million (including NZ$50 million of oversubscriptions) of Green Bonds are issued under the
Offer and that the proceeds of the Green Bonds are on-lent to GMT to be used to refinance GMT’s existing bank debt. As at
30 September 2021, GMT had existing bank debt of NZ$90 million, which is less than the assumed issue size of NZ$150 million.
This has increased by NZ$60 million the liabilities that rank equally with the Green Bonds derived from the GMT Group’s half-year
financial statements prepared as at 30 September 2021. If less than NZ$150 million of Green Bonds are issued, the amount of
liabilities that rank equally with the Green Bonds will be lower. Amounts are subject to rounding adjustments.
2. Liabilities that rank in priority to the Green Bonds on a liquidation include certain amounts payable to the Inland Revenue.
There are typically other liabilities which arise in a liquidation and which may rank in priority to the Green Bonds, such as
enforcement costs and liquidation costs, which are not possible to foresee and cannot therefore be quantified.
3. This table assumes that the proceeds of the Green Bonds are on-lent to GMT to be used by GMT to refinance existing bank debt,
which ranks equally with the Green Bonds.
13

OVERVIEW OF THE SECURITY GIVEN
BY GMT GROUP COMPANIES
AND GUARANTEES
The Issuer’s obligations under the Green Bonds are:
+guaranteed by GMT under the Green Bond Guarantee.
GMT’s obligations under this guarantee are in turn
guaranteed by each GMT Group Company under the GMT
Group Guarantee;
+guaranteed by each GMT Group Company under the GMT
Group Guarantee; and
+secured against the assets of the Issuer and the other GMT
Group Companies (other than certain excluded assets)
under the GMT Group Guarantee. These security interests
secure the Green Bonds and other obligations of the GMT
Group Companies to the Beneficiaries (including the
Holders) under the GMT Group’s financing arrangements.
The below diagram provides an overview of these guarantee and
security arrangements as at the date of this PDS. In this diagram,
dotted lines indicate guarantees or security and solid lines
indicate ownership:
As at the date of this PDS, no GMT Group Company has given a
general security interest over all of its assets in favour of any other
creditor. However as described below under “Restrictions on
creating further secured liabilities”, each GMT Group Company is
permitted to grant security interests to other creditors in certain
circumstances.
The security interests and Mortgages are held by NZGT (GMT)
Security Trustee Limited as Security Trustee. The Security
Trustee holds those security interests on trust for the
Beneficiaries. As at the date of this PDS, the Beneficiaries are:
+the Holders (in relation to the Green Bonds);
+holders of the Goodman+Bonds;
+the Supervisor;
+certain financial institutions who provide lending facilities
and/or derivatives to GMT;
+the facility agent under GMT’s lending facilities;
+the holders of GMT’s US private placement notes; and
+the Security Trustee (on its own account and as security
trustee under the Security Trust Deed).
Other persons may become Beneficiaries in the future.
The Security Trustee may, in certain circumstances, release the
security interests held over Secured Assets without the consent
of Holders. However, it can only do this if, among other things, it
will not cause a breach of the terms of the Green Bonds (for
example, the loan to value ratio in the Trust Deed (see
“Restrictions on creating further secured liabilities” below)).
As at 30 September 2021, based on the GMT Group’s half-year
financial statements prepared as at 30 September 2021 but
adjusted to assume NZ$150 million (including NZ$50 million of
oversubscriptions) of Green Bonds are issued under the Offer
and that the proceeds of the Green Bonds are on-lent to GMT to
be used to refinance GMT’s existing bank debt:
+The amount of the GMT Group's liabilities that are secured in
favour of the Security Trustee is NZ$817.2 million. This is an
increase of NZ$60 million from the amount derived from the
GMT Group's half-year financial statements prepared as at
30 September 2021 because, at that date, GMT had existing
bank debt of NZ$90 million, which is less than the assumed
issue size of NZ$150 million.
+The total value of the Secured Assets, being the assets
secured in relation to those liabilities, is NZ$4,072.1 million.
As at 23 March 2022, adjusted to assume NZ$150 million
(including NZ$50 million of oversubscriptions) of Green Bonds
are issued under the Offer and that the proceeds of the Green
Bonds are on-lent to GMT to be used to refinance GMT’s existing
bank debt:
+The amount of the GMT Group’s liabilities that are secured in
favour of the Security Trustee is NZ$1,016.8 million.
+The total value of the Secured Assets, being the assets
secured in relation to those liabilities, is NZ$4,309.2 million.
The issue of the Green Bonds does not impact on the amount of
the GMT Group’s secured liabilities as the proceeds of the Green
Bonds will be on-lent to GMT to be used by GMT to refinance
existing bank debt, which ranks equally with the Green Bonds.
These guarantee and security arrangements are described in
more detail below.
SECURITY GIVEN BY
GMT GROUP COMPANIES
GMT has not given any security interest over its assets in support
of the Green Bond Guarantee. However, as the parent of the GMT
Group, GMT’s only significant assets are the shares that it holds in
the GMT Group Companies, intercompany loans made to
members of the GMT Group and other financial instruments.
Each GMT Group Company (including the Issuer) has given a
security interest over all of its assets together with first ranking
Mortgage(s) given over its freehold and leasehold land. The
security interests and Mortgages do not extend to certain
excluded assets. The excluded assets are principally land that:
+does not need to be secured in order to meet the loan to
value ratio in the Trust Deed (see “Restrictions on creating
further secured liabilities” below); or
+has a value of less than or equal to NZ$100 million.
The documents that create or govern the security given by the
GMT Group Companies are:
+the Security Trust Deed; and
+the GMT Group Guarantee, which creates the security
interests over all of the GMT Group Companies’ assets,
other than certain excluded assets; and
+the Mortgages.
14
Security Trustee
on behalf of the
Beneficiaries
(including
the Holders)
Supervisor
on behalf of
the Holders
GMT Group
Guarantee
and
Mortgages
Green Bond Guarantee
GMT
Other
GMT Group
Companies
Issuer

GUARANTEES
Green Bond Guarantee
GMT has, under the Green Bond Guarantee, given an unconditional
guarantee of the Issuer’s obligations under the Green Bonds. The
guarantee is limited to the assets held by Covenant Trustee
Services Limited as trustee of GMT and is not secured.
GMT Group Guarantee
As at the date of this PDS, the GMT Group Companies are certain
wholly owned subsidiaries of GMT, being Goodman Property
Aggregated Limited, Goodman Nominee (NZ) Limited, Goodman
(Highbrook) Limited, Highbrook Development Limited, Highbrook
Business Park Limited, Henshaw Goodman Limited, Henshaw
Holdings Limited, the Issuer and GMT Wholesale Bond Issuer
Limited. GMT has a wholly owned subsidiary, Highbrook
Management Limited, that is not a GMT Group Company as it
has no assets or liabilities and is non-active.
Each GMT Group Company has given an unconditional and
unlimited guarantee of GMT’s obligations under the Green Bond
Guarantee, and GMT’s other obligations to the Beneficiaries.
Each GMT Group Company has also given an unconditional and
unlimited guarantee of each other GMT Group Company’s
obligations to the Beneficiaries.
In addition, each GMT Group Company has given a security
interest to the Security Trustee over all of its assets together with
first ranking Mortgage(s) given over its freehold and leasehold
land to secure its guarantee obligations to the Beneficiaries.
The security interests and Mortgages do not extend to certain
excluded assets (see “Security given by GMT Group Companies”
above).
The Secured Assets of the GMT Group Companies are sufficient
and are reasonably likely to be sufficient to:
+pay all amounts that may become owing under the guarantee
given by the GMT Group Companies in respect of their
obligations to the Beneficiaries; and
+pay all other secured liabilities that rank equally with or in
priority to each GMT Group Company’s obligations under
that guarantee.
GMT and all of the GMT Group Companies are part of the
GMT Group. The GMT Group comprises GMT and its
subsidiaries, being the GMT Group Companies and Highbrook
Management Limited.
EVENTS OF DEFAULT
Your Green Bonds will only become repayable before the Maturity
Date if an “Event of Default” occurs.
The Events of Default are set out in the Trust Deed. In summary,
they include:
+the Issuer failing to pay any Principal Amount or interest due
on the Green Bonds;
+the Issuer failing to comply with any of its other material
obligations under the Trust Deed;
+GMT failing to comply with any of its obligations under the
Green Bond Guarantee;
+the Issuer making a material misrepresentation under the
Trust Deed;
+GMT making a material misrepresentation under the Green
Bond Guarantee;
+the Green Bond Guarantee being terminated or amended or
waived, in a manner materially adverse to the interests of the
Holders;
+an insolvency event occurring in relation to the Issuer or GMT;
+the Issuer or GMT having to repay more than NZ$10 million
(in total) of other indebtedness before its due date because
of a default; or
+the loan to value ratio in the Trust Deed being breached and
not remedied within the grace periods set out in the Trust
Deed. The grace periods are described below under
“Restrictions on creating further secured liabilities”.
This summary does not list all of the Events of Default or provide
full details of the Events of Default. For example, in some cases,
the Events of Default are subject to thresholds or allow grace
periods for the event to be remedied. See clause 12.1 of the Trust
Deed for full details of the Events of Default.
If an Event of Default occurs, the Supervisor will declare that the
Green Bonds are immediately due and payable if:
+the Supervisor exercises its discretion to do this; or
+a Major Event of Default occurs. A “Major Event of Default”
occurs if, in summary:
—the Issuer fails to pay any Principal Amount or interest
due on the Green Bonds (subject to applicable grace
periods);
—the Issuer or GMT having to repay more than
NZ$10 million (in total) of other indebtedness before its
due date because of a default; or
—the loan to value ratio in the Trust Deed being breached
and not remedied within the grace periods set out in the
Trust Deed; or
+the Supervisor is directed to do this by a Special Resolution.
If the Supervisor declares that the Green Bonds are immediately
due and payable, the Issuer will need to repay you the Principal
Amount of your Green Bonds, together with accrued but unpaid
interest to the date of repayment.
SECURITY TRUST DEED
The Security Trustee holds the guarantee and security interests
under the GMT Group Guarantee for the benefit of all of the
Beneficiaries and they can only be enforced in accordance with
the Security Trust Deed. The Supervisor represents the Holders
in relation to the Security Trust Deed (that is, individual Holders do
not participate in the administration of the Security Trust Deed).
In summary:
+If an event of default occurs under any of the secured
liabilities (for example, an Event of Default under the Trust
Deed), the affected Beneficiary (or their representative) must
notify the Security Trustee, who then notifies the other
Beneficiaries (or their representatives). If the affected
Beneficiary (or their representative) wishes to enforce the
security interest, all Beneficiaries must first be consulted.
+Where Beneficiaries are unable to agree following a
consultation, either the majority, by value, (for this purpose,
generally 66 2/3 % of the Beneficiaries) or the affected
Beneficiary or group of Beneficiaries (or their representative)
has rights to direct the Security Trustee to enforce the
security interests in certain circumstances. For example, the
Supervisor can direct the Security Trustee to enforce the
security interests if a Major Event of Default has occurred.
However, if the Security Trustee receives conflicting instructions
from other Beneficiaries, the Security Trustee must appoint a
receiver over all the Secured Assets. Following the appointment
of the receiver, the Security Trustee can only act on the
instructions of a majority (by value) of the Beneficiaries.
15

The Security Trust Deed contains a number of other important
terms. These terms include:
+the rule that Holders may only enforce their rights under the
Security Trust Deed through the Supervisor;
+the rule that the Supervisor may only enforce the guarantee
and security interests given by each GMT Group Company
through the Security Trustee;
+rules relating to distributing the proceeds on enforcement
received by the Security Trustee;
+rules relating to how amendments, waivers and consents can
be made or given under the Security Trust Deed, the GMT
Group Guarantee and the Mortgages; and
+the powers and duties of the Security Trustee.
RESTRICTIONS ON CREATING
FURTHER SECURED LIABILITIES
The GMT Group can, at any time after the Issue Date, create
further liabilities that rank equally with or in priority to the Green
Bonds. These liabilities could, for example, be other secured
bonds. However, there are covenants in the Trust Deed, the Green
Bond Guarantee and GMT’s other financing documents that have
the effect of restricting the GMT Group’s ability to create further
liabilities that rank equally with or in priority to the Green Bonds.
Where those covenants are set out in GMT’s other financing
documents, those covenants are not terms of the Green Bonds so
you do not have the benefit of these. They may also be amended
or waived by the relevant financiers or Security Trustee, or expire if
those financing documents terminate before the Maturity Date.
Loan to value ratio in the Trust Deed
The Trust Deed contains a loan to value ratio. This ratio limits the
ability of the GMT Group to borrow money (in particular, money
that is secured over the Secured Assets) by broadly requiring the
Issuer to ensure that, for so long as any bonds of the Issuer under
the Master Trust Deed are outstanding, finance debt of the GMT
Group (which includes the hedged value of any foreign currency
debt) does not exceed 50% of the Security Pool Value.
If the loan to value ratio is breached under the Trust Deed, this must
be remedied within 6 months of the time that the non-compliance
is required to be reported to the Supervisor based on the Issuer
and the GMT Group’s half-yearly reports. If this covenant is not met
after that 6 month period, the Issuer must notify the Supervisor and
all Holders of the breach within 20 Business Days, together with its
plan to remedy the breach. If 6 months after this notice is given,
this covenant is still not met, an Event of Default occurs.
As at 30 September 2021, the loan to value ratio under the Trust
Deed was 18.4%.
Promise to not grant security interests under the
Trust Deed and the Green Bond Guarantee
Under the Trust Deed, the Issuer agrees not to create, or permit to
subsist, any other security interests over any of its assets or the
land that comprise the Security Pool.
Under the Green Bond Guarantee, GMT agrees not to create or
permit to subsist any security interest over, in relation to or
otherwise affecting, any of GMT’s assets.
However, there are a number of exceptions which allow the Issuer
and GMT to create or permit to subsist other security interests in
certain circumstances. For example:
+if the financial institutions who provide GMT’s lending
facilities agree;
+certain security interests that arise by operation of law; and
+other security interests provided that the total amount
secured by any of these permitted security interests does not
exceed 10% of the total tangible assets of the GMT Group.
Other restrictions on the GMT Group
The terms of GMT’s lending facilities and US private placement
notes also contain covenants that limit the ability of the GMT
Group to create further security interests or liabilities that rank
equally with or in priority to the Green Bonds.
These covenants are:
+a loan to value ratio similar to the loan to value ratio in the
Trust Deed, described under “Loan to value ratio in the
Trust Deed” above;
+a general restriction on creating other security interests,
subject to certain exceptions similar to those under “Promise
to not grant security interests under the Trust Deed and the
Green Bond Guarantee” above;
+a general restriction on incurring further indebtedness or
granting guarantees subject to certain exceptions, such as
where the relevant financial institutions agree or liabilities
incurred under bonds, the issuance of US private placement
notes or under commercial paper; and
+an interest cover ratio, which requires GMT to ensure that the
GMT Group’s earnings before interest, taxes, depreciation
and amortisation is not less than two times its interest
expense for each twelve-month period.
5.4 Green Bond Guarantee
covenants
Under the Green Bond Guarantee, GMT agrees to a number
of covenants in respect of the Green Bonds. In particular,
GMT agrees:
+to do everything within its control to procure compliance
by the Issuer with all of the Issuer’s obligations under the
Trust Deed;
+to not make any substantial change to the general nature of
GMT’s core business from that carried on at the date of the
Green Bond Guarantee; and
+to not make or attempt to make any distribution except
where no potential event of default or event of default under
GMT’s lending facilities or a breach of the loan to value ratio
in the Trust Deed has occurred and is continuing, or would
occur as a result of making such distribution.
5.5 Other relevant information
about the Trust Deed
The Trust Deed also contains a number of standard provisions,
including terms relating to:
+the powers and duties of the Supervisor; and
+the process for amending the Trust Deed. Amendments
made in accordance with the terms of the Trust Deed are
binding on you even if you did not agree to them.
You can find a copy of the Trust Deed on the Disclose register.
You should read the Trust Deed for more information.
16

6 Risks of investing
6.1 Introduction
This Section 6 describes potential risks associated with an
investment in the Green Bonds, being:
+general risks associated with an investment in the Green
Bonds; and
+significant specific risks relating to the Issuer’s
creditworthiness.
The Issuer is a special purpose financing company for the GMT
Group. The Issuer will on-lend the proceeds of the Offer to GMT
under the GMT Loan. This means the Issuer’s ability to pay
interest on and repay the Green Bonds depends on GMT making
interest payments on and repaying the GMT Loan.
In addition, the Issuer’s obligations under the Green Bonds are
supported by the Green Bond Guarantee given by GMT, the GMT
Group Guarantee given by each GMT Group Company and the
security interests given by the GMT Group Companies (including
the Issuer).
These factors mean that GMT and the GMT Group Companies’
creditworthiness is directly relevant to the Issuer’s ability to pay
interest on, and repay, the Green Bonds and this Section 6
therefore also describes significant specific risks relating to the
GMT Group’s creditworthiness.
The selection of risks relating to the Issuer’s and the GMT Group’s
creditworthiness has been based on an assessment of a
combination of the probability of a risk occurring and the impact
of the risk if it did occur. This assessment is based on the
knowledge of the directors of the Issuer as at the date of this PDS.
There is no guarantee or assurance that the significance of risks
will not change or that other risks will not arise over time.
You should carefully consider these risk factors (together with the
other information in this PDS) before deciding to invest in the
Green Bonds.
This summary does not cover all of the risks of investing in the
Green Bonds.
The statement of risks in this Section 6 does not take account of
the personal circumstances, financial position or investment
requirements of any particular investor. It is important, therefore,
that before making any investment decision, investors give
consideration to the suitability of an investment in the Green
Bonds in light of their individual risk profile for investments,
investment objectives and personal circumstances (including
financial and taxation issues).
6.2 General risks
An investment in the Green Bonds is subject to the following
general risks:
RISK OF INSOLVENCY OF THE
ISSUER AND THE GMT GROUP
The risk that the Issuer, GMT or one or more GMT Group
Companies becomes insolvent and is unable to meet its
obligations under the Green Bonds, the GMT Loan, the Green
Bond Guarantee or the GMT Group Guarantee (respectively).
In those circumstances, you may not be paid interest on, or repaid
the Principal Amount of, your Green Bonds when due or at all.
MARKET RISKS ASSOCIATED
WITH THE GREEN BONDS
If you wish to sell your Green Bonds before the Maturity Date, the
risk that you are unable to find a buyer or that the price you
receive is less than the amount you paid for the Green Bonds.
The market price of the Green Bonds may fluctuate
up or down and the Green Bonds may trade below
their Principal Amount
The market price of the Green Bonds on the NZX Debt Market
may fluctuate due to various factors, for example if GMT’s or the
Green Bonds’ ratings decrease or based on the level, direction
and volatility of market interest rates. The Interest Rate on the
Green Bonds will be fixed for the term of the Green Bonds, but if,
for example, market interest rates go up, the Interest Rate may
become less attractive compared to returns on other investments
during the term of the Green Bonds and vice versa.
The Green Bonds may trade at a market price below their
Principal Amount. This means that you may lose some of the
money you invested if you wish to sell your Green Bonds at a time
when the market price of the Green Bonds is lower than the
Principal Amount.
The liquidity of the Green Bonds may be low
The market for the Green Bonds may not be liquid and may be
less liquid than that of other securities issued by the Issuer or
comparable securities issued by other issuers.
If liquidity is low, there is a risk that if you wish to sell your Green
Bonds before the Maturity Date, you may not be able to do so
when you want to at an acceptable price, or at all.
The Green Bonds may cease to be labelled as ‘green’
If any member of the GMT Group (including GMT and the Issuer)
fails to comply with the Sustainable Finance Framework or satisfy
any sustainable finance market principles and guidelines as set
out in the Sustainable Finance Framework (including the Green
Bond Principles) or if the Green Bonds cease to satisfy the Green
Bond Principles, the Green Bonds may cease to be labelled as
‘green’. In addition, if market practices, standards, principles,
guidelines or regulations develop in a way that the Green Bonds
are not consistent with, the Green Bonds may cease to be labelled
as ‘green’.
17

In these circumstances, Holders that invested in Green Bonds on
the basis of the ‘green’ label or compliance with the Green Bond
Principles may consider that the Green Bonds no longer align with
their intentions or requirements.
If these circumstances occur, there is a risk that if you wish to sell
your Green Bonds, you may not be able to do so at an acceptable
price, or at all.
6.3 Specific risks relating to the
Issuer’s creditworthiness
The GMT Group is exposed to a number of risks that may affect
the business of the GMT Group and therefore the financial
performance and creditworthiness of the GMT Group.
The circumstances that the Issuer is aware of that exist or that are
likely to arise that significantly increase the risk that payments
may not be made on the Green Bonds when due are described
below. The assessment of these circumstances is based on the
business of the GMT Group as conducted as at the date of this
PDS. If the nature or scope of this business changes, other
circumstances or events could give rise to this risk.
CHANGES AFFECTING THE VALUATION
OF THE GMT GROUP’S PROPERTIES AND
THE INCOME DERIVED FROM THOSE
PROPERTIES
The performance of the GMT Group is subject to the prevailing
industrial property market conditions, particularly those
impacting Auckland where all the GMT Group’s properties
are located.
The GMT Group’s revenues (and therefore, the Issuer’s revenue)
depends on rental income received from customers occupying
the GMT Group’s properties. This is the GMT Group’s primary
source of income.
Adverse changes in industrial property market conditions could
have a negative impact on rental returns from, or the market value
of, the GMT Group’s properties. A reduction or interruption in
rental income could, if sustained and significant, materially
negatively impact the GMT Group’s financial performance and put
GMT and the Issuer at risk of breaching financial covenants under
the Trust Deed and/or GMT’s other financing arrangements.
Adverse changes in the Auckland industrial property market that
could impact the GMT Group may arise from several factors,
including, but not limited to:
+changes in economic or credit conditions where those events
specifically impact occupancy demand for industrial
property in Auckland, where all of GMT Group’s properties
are located;
+changes in business conditions leading to one or more of the
GMT Group’s key customers experiencing difficulty in
meeting their lease obligations or result in affected
customers being liquidated, entering bankruptcy or closing
their operations. These including force majeure type events
(such as natural disasters, war, pandemic) and their
consequences (such as commodity price uncertainty,
government restrictions and sanctions). For example, a large
proportion of GMT Group’s customers are in the logistics
sector, and the operating costs of their businesses are
impacted by the price of fuel. A significant increase in the
price of fuel could impact on the affected customers’
profitability and therefore impact their ability to meet their
obligations including paying rent to the GMT Group; and
+changes to laws or regulations that specifically impact
industrial property businesses, for example the obligation to
pay rent. As at the date of the PDS, there is legislation which
provides for rental abatement for customers that meet
certain criteria, which could be available to the GMT
Group’s customers.
DEVELOPMENT OF PROPERTIES
Development of properties is an important component of the
GMT Group’s business.
As at the date of this PDS, the GMT Group had NZ$475 million of
development work in progress. The GMT Group’s active
development programme relies on its ability to acquire suitable
sites for development and its ability to complete developments on
time and at the budgeted cost. The GMT Group often acquires
“brownfield” properties where there is an existing building and
look to redevelop the property which can impact on the timing of
development completions.
A significant proportion of acquisition and development costs for
these properties is funded by the GMT Group’s financing
arrangements. This means the GMT Group’s acquisition and
development pipeline requires the GMT Group to have access to
sufficient capital, both equity and external debt funding, which in
turn means it is important that the GMT Group complies with the
requirements (including financial covenants) of its financing
arrangements.
The availability of external debt funding depends on several
factors which may be out of the GMT Group’s control, such as
economic conditions, regulations that affect the availability and
cost of funding property businesses and lenders’ perception of
the GMT Group’s creditworthiness. The GMT Group has sought
to manage this risk by diversifying its sources of debt funding.
However, diversification cannot eliminate this risk.
If the GMT Group is unable to maintain sufficient debt funding or
refinance existing debt as and when required, it may be forced to
sell properties in unfavourable market conditions to repay that
debt, and its financial condition (and ability to complete
developments) may be significantly negatively affected.
In addition, there are risks in relation to undertaking a
development. These risks include industrial disputes, inclement
weather, labour and materials supply shortages, design risks,
health and safety issues, escalating construction costs,
construction difficulty, delays or default by a construction
contractor, the inability to contract with construction contractors
on the terms anticipated, including as to cost and timeframe and
the existence of latent liabilities, such as asbestos or other
hazardous materials.
For example, the COVID-19 pandemic and the actions taken by
the New Zealand and other governments in response to the
pandemic (including national and regional lockdowns and border
closures) have had a significant effect on the supply chain such
that the materials and labour for developments may not be
available in the required amounts or timeframes.
If the GMT Group is unable to complete a development in a timely
manner, then additional costs or claims may arise which may
have a negative impact on the financial performance of the
GMT Group.
18

NATURAL DISASTERS
Given all of the GMT Group’s properties are located in the
Auckland region, a natural disaster affecting Auckland could
impact a large proportion of the GMT Group’s properties.
The GMT Group has comprehensive material damage, business
interruption and public and statutory liability insurance covering
its properties and uses policy specifications and insured limits
customarily carried for similar property portfolios in New Zealand.
The scope of insurance will be dependent on several factors such
as the continued availability of cover, the nature of the risks to be
covered, extent of the proposed coverage and the costs involved.
There is a risk that insurance proceeds may not cover all the
costs resulting from an insurable event, that insurance claims may
be disputed after an insurable event, or that such an event makes
subsequent insurance cover difficult or costly to obtain.
In addition, there is no guarantee that all material damage and
business interruption claims will be recovered from insurers. If
such claims were not recovered this could impact the financial
performance and/or condition of the GMT Group.
7 Ta x
The returns on the Green Bonds will be affected by taxes. The
information in this Section 7 is based on the law in force at the
date of this PDS. Future changes to tax laws or other laws may
affect the tax consequences of an investment in Green Bonds.
If you are a New Zealand tax resident or otherwise receive
payments of interest on the Green Bonds that are subject to the
New Zealand resident withholding tax (RWT) rules, RWT will be
deducted from payments of interest to you at the relevant rate
unless evidence of your RWT-exempt status (as defined in the
Income Tax Act 2007) has been provided to the Registrar on or
before the record date for the relevant payment date.
There may be other tax consequences for Holders from acquiring
or disposing of the Green Bonds, including under the financial
arrangements rules in the Income Tax Act 2007.
If you have any questions regarding the tax consequences of
investing in the Green Bonds you should seek advice from a
tax adviser.
8 Ta x
consequences
for overseas
Holders
If you receive payments of interest on the Green Bonds that are
subject to the New Zealand non-resident withholding tax (NRWT)
rules, an amount equal to any NRWT or approved issuer levy (AIL)
payable (as applicable) will be deducted from payments of
interest to you. Future changes to tax laws or other laws may
affect the tax consequences of an investment in Green Bonds.
Except where you elect otherwise and the Issuer agrees, or it is
not possible under any law, the Issuer intends to apply the AIL
regime in order to reduce the rate of NRWT to zero percent. In
certain cases, AIL cannot be paid to reduce the rate of NRWT to
zero percent, for example, where a Holder holds the Green Bonds
jointly with a New Zealand tax resident. If the AIL regime changes,
the Issuer reserves the right not to pay AIL.
Overseas Holders may be subject to tax in their own jurisdiction.
If you have any questions regarding the tax consequences of
investing in the Green Bonds you should seek advice from a
tax adviser.
19

9 Selling restrictions
The Issuer has not taken and will not take any action which would
permit a public offering of Green Bonds, or possession or
distribution of any offering material in respect of the Green Bonds,
in any country or jurisdiction where action for that purpose is
required (other than New Zealand).
9.1 Initial selling restrictions
If sold in New Zealand, the Green Bonds may only be offered in
New Zealand in conformity with all applicable laws and regulations
in New Zealand. In respect of the Offer, no Green Bonds may be
offered in any other country or jurisdiction except in conformity
with all applicable laws and regulations of that country or
jurisdiction and the applicable selling restrictions set out in this
Section 9.1. This PDS and any offering material or any documents
in connection with the Green Bonds may not be published,
delivered or distributed in or from any country or jurisdiction
except under circumstances which will result in compliance with
all applicable laws and regulations in that country or jurisdiction
and the applicable selling restrictions set out in this Section 9.1.
For the avoidance of doubt, the selling restrictions set out in this
Section 9.1 apply only in respect of the Offer.
UNITED STATES OF AMERICA
The Green Bonds have not been and will not be registered under
the Securities Act of 1933, as amended (Securities Act) and may
not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S
under the Securities Act (Regulation S)). No person may engage
in any directed selling efforts (as defined in Regulation S) in
relation to the Green Bonds, and persons must comply with the
offering restrictions in Regulation S.
The Green Bonds will not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons (i) as
part of their distribution at any time, or (ii) otherwise until 40 days
after the completion of the distribution of all Green Bonds, as
determined and certified by the Joint Lead Managers. Any Green
Bonds sold to any distributor, dealer or person receiving a selling
concession, fee or other remuneration during the distribution
compliance period require a confirmation or notice to the
purchaser at or prior to the confirmation of the sale to
substantially the following effect:
“The Green Bonds covered hereby have not been registered
under the United States Securities Act of 1933, as amended (the
Securities Act) or with any securities regulatory authority of any
state or other jurisdiction of the United States and may not be
offered or sold within the United States, or to or for the account or
benefit of, U.S. persons (i) as part of their distribution at any time
or (ii) otherwise until 40 days after the later of the commencement
of the offering of the Green Bonds and the closing date. Terms
used above have the meaning given to them by Regulation S.”
MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA
In relation to each Member State of the European Economic Area,
no Green Bonds have been offered and no Green Bonds will be
offered that are the subject of the offering contemplated by this
PDS in relation thereto to the public in that Member State except
that an offer of Green Bonds to the public in the Member State
may be made:
(a) to any legal entity which is a qualified investor as defined in
the EU Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than
qualified investors as defined in the EU Prospectus
Regulation) subject to obtaining the prior consent of the
relevant Joint Lead Manager and/or Joint Lead Managers
nominated by the Issuer for any such offer; or
(c) in any other circumstances falling within Article 1(4) of the EU
Prospectus Regulation, provided that no such offer of the
Green Bonds shall require the Issuer or any Joint Lead
Managers to publish a prospectus pursuant to Article 3 of the
EU Prospectus Regulation or supplement a prospectus
pursuant to Article 23 of the EU Prospectus Regulation.
For the purposes of this provision, the expression an “offer of the
Green Bonds to the public” in relation to any Green Bonds in any
Member State means the communication in any form and by any
means of sufficient information on the terms of the offer and the
Green Bonds to be offered so as to enable an investor to decide
to purchase or subscribe for the Green Bonds and the expression
“EU Prospectus Regulation” means Regulation (EU) 2017/1129.
UNITED KINGDOM
No Green Bonds have been offered and no Green Bonds will be
offered that are the subject of the offering contemplated by this
PDS in relation thereto to the public in the United Kingdom except
that an offer of Green Bonds to the public in the United Kingdom
may be made:
(a) to any legal entity which is a qualified investor as defined in
Article 2 of the UK Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than
qualified investors as defined in Article 2 of the UK
Prospectus Regulation) in the United Kingdom subject to
obtaining the prior consent of the relevant Joint Lead
Manager and/or Joint Lead Managers nominated by the
Issuer for any such offer; or
(c) in any other circumstances falling within section 86 of the
Financial Services and Markets Act 2000 (FSMA),
provided that no such offer of the Green Bonds shall require the
Issuer or any Joint Lead Manager to publish a prospectus
pursuant to section 85 of the FSMA or supplement a prospectus
pursuant to Article 23 of the UK Prospectus Regulation.
20

For the purposes of this provision, the expression an “offer of
the Green Bonds to the public” in relation to any Green Bonds
means the communication in any form and by any means of
sufficient information on the terms of the offer and the Green
Bonds to be offered so as to enable an investor to decide to
purchase or subscribe for the Green Bonds and the expression
“UK Prospectus Regulation” means Regulation (EU) 2017/1129
as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018.
Other regulatory restrictions
No communication, invitation or inducement to engage in
investment activity (within the meaning of section 21 of the FSMA)
has been or may be made or caused to be made or will be made
in connection with the issue or sale of the Green Bonds in
circumstances in which section 21(1) of the FSMA applies to
the Issuer.
All applicable provisions of the FSMA with respect to anything
done in relation to the Green Bonds in, from or otherwise involving
the United Kingdom must be complied with.
JAPAN
The Green Bonds have not been and will not be registered in
Japan pursuant to Article 4, Paragraph 1 of the Financial
Instruments and Exchange Act of Japan (Act No. 25 of 1948, as
amended, the FIEA) in reliance upon the exemption from the
registration requirements since the offering constitutes the small
number private placement as provided for in “ha” of Article 2,
Paragraph 3, Item 2 of the FIEA. A Japanese Person who transfers
the Green Bonds shall not transfer or resell the Green Bonds in
Japan or to a Japanese person except where the transferor
transfers or resells all the Green Bonds en bloc to one transferee.
For the purposes of this paragraph, “Japanese Person” shall
mean any person resident in Japan, including any corporation or
other entity organised under the laws of Japan.
SINGAPORE
Each Joint Lead Manager has acknowledged that this PDS has
not been registered as a prospectus with the Monetary Authority
of Singapore. Accordingly, each Joint Lead Manager has
represented, warranted and agreed that it has not offered or sold
any Green Bonds or caused the Green Bonds to be made the
subject of an invitation for subscription or purchase and will not
offer or sell any Green Bonds or cause the Green Bonds to be
made the subject of an invitation for subscription or purchase,
and has not circulated or distributed, nor will it circulate or
distribute, this PDS or any other document or material in
connection with the offer or sale, or invitation for subscription
or purchase, of the Green Bonds, whether directly or indirectly,
to any person in Singapore other than:
(a) to an institutional investor (as defined in Section 4A of the
Securities and Futures Act 2001 (Singapore), as modified or
amended from time to time (S FA) pursuant to Section 274
of the SFA);
(b) to a relevant person (as defined in Section 275(2) of the SFA)
pursuant to Section 275(1) of the SFA, or any person pursuant
to Section 275(1A) of the SFA, and in accordance with the
conditions specified in Section 275 of the SFA; or
(c) otherwise pursuant to, and in accordance with the conditions
of, any other applicable provision of the SFA.
Where the Green Bonds are subscribed or purchased under
Section 275 of the SFA by a relevant person which is:
(a) a corporation (which is not an accredited investor (as defined
in Section 4A of the SFA)) the sole business of which is to
hold investments and the entire share capital of which is
owned by one or more individuals, each of whom is an
accredited investor; or
(b) a trust (where the trustee is not an accredited investor)
whose sole purpose is to hold investments and each
beneficiary of the trust is an individual who is an accredited
investor,
securities or securities based derivatives contracts (each term as
defined in Section 2(1) of the SFA) of that corporation or the
beneficiaries’ rights and interest (howsoever described) in that
trust shall not be transferred within six months after that
corporation or that trust has acquired the Green Bonds pursuant
to an offer made under Section 275 of the SFA except:
(1) to an institutional investor or to a relevant person, or to any
person arising from an offer referred to in Section 275(1A)
or Section 276(4)(i)(B) of the SFA;
(2) where no consideration is or will be given for the transfer;
(3) where the transfer is by operation of law;
(4) as specified in Section 276(7) of the SFA; or
(5) as specified in Regulation 37A of the Securities and Futures
(Offers of Investments) (Securities and Securities-based
Derivatives Contracts) Regulations 2018.
HONG KONG
No Green Bonds have been offered or sold or will be or may be
offered or sold in Hong Kong, by means of any document other
than (a) to “professional investors” as defined in the Securities
and Futures Ordinance (Cap. 571) of Hong Kong (the SFO) and any
rules made under the SFO; or (b) in other circumstances which do
not result in the document being a “prospectus” as defined in the
Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap. 32) of Hong Kong (the C(WUMP)O) or which do
not constitute an offer to the public within the meaning of the
C(WUMP)O.
No advertisement, invitation or document relating to the Green
Bonds may be issued or in the possession of any person or will be
issued or be in the possession of any person in each case for the
purpose of issue, whether in Hong Kong or elsewhere, which is
directed at, or the contents of which are likely to be accessed or
read by, the public of Hong Kong (except if permitted to do so
under the securities laws of Hong Kong) other than with respect to
the Green Bonds which are or are intended to be disposed of only
to persons outside Hong Kong or only to “professional investors”
as defined in the SFO and any rules made under the SFO.
AUSTRALIA
No prospectus or other disclosure document (as defined in the
Corporations Act 2001 of Australia (Corporations Act)) in
relation to the Green Bonds has been, or will be, lodged with,
or registered by, the Australian Securities and Investments
Commission (ASIC) or any other regulatory authority in Australia.
No person may:
(a) make or invite (directly or indirectly) an offer of the Green
Bonds for issue, sale or purchase in, to or from Australia
(including an offer or invitation which is received by a person
in Australia); and
21

(b) distribute or publish, this PDS, any information memorandum,
prospectus or any other offering material or advertisement
relating to the Green Bonds in Australia,
unless:
(i) the aggregate consideration payable by each offeree
or invitee is at least A$500,000 (or its equivalent in an
alternative currency and, in either case, disregarding
moneys lent by the offeror or its associates) or the offer
or invitation otherwise does not require disclosure to
investors in accordance with Part 6D.2 or Part 7.9 of the
Corporations Act;
(ii) the offer or invitation is not made to a person who is a
“retail client” within the meaning of section 761G of the
Corporations Act;
(iii) such action complies with all applicable laws, regulations
and directives; and
(iv) such action does not require any document to be lodged
with ASIC or any other regulatory authority in Australia.
This PDS is not, and under no circumstances is to be construed
as, an advertisement or public offering of any Green Bonds in
Australia.
9.2 General selling restrictions
The Green Bonds may only be offered for sale or sold in
compliance with all applicable laws and regulations in any country
or jurisdiction in which they are offered, sold or delivered. This
PDS and any offering material or any documents in connection
with the Green Bonds may only be published, delivered or
distributed in or from any country or jurisdiction under
circumstances which will result in compliance with all applicable
laws and regulations in that country or jurisdiction.
By subscribing for Green Bonds, you agree to indemnify the
Issuer, the Supervisor, the Arranger and the Joint Lead Managers,
for any loss suffered by any one or more of them by reason of any
breach of the selling restrictions set out in this Section 9.2.
22

10 Who is involved?
NameRole
IssuerGMT Bond Issuer LimitedIssuer of the Green Bonds
SupervisorPublic TrustHolds certain covenants on trust for the benefit of
the Holders, including the right to enforce the
Issuer’s obligations under the Green Bonds and
GMT’s obligations under the Green Bond
Guarantee
GMTCovenant Trustee Services Limited as trustee
of GMT
Guarantor of the Green Bonds under the Green
Bond Guarantee
ManagerGoodman (NZ) LimitedManager of GMT
Security TrusteeNZGT (GMT) Security Trustee LimitedHolds the guarantees and security interests under
the GMT Group Guarantee for the benefit of the
Beneficiaries, including the Holders
ArrangerWestpac Banking Corporation
(ABN 33 007 457 141)
(acting through its New Zealand branch)
Provides assistance to the Issuer with arranging
the Offer
Joint Lead ManagersCraigs Investment Partners Limited,
Forsyth Barr Limited, Jarden Securities Limited,
and Westpac Banking Corporation
(ABN 33 007 457 141)
(acting through its New Zealand branch)
Assist with the marketing and distribution of the Offer
RegistrarComputershare Investor Services LimitedMaintains the Register
Solicitors to the IssuerRussell McVeaghProvide legal advice to the GMT Group in respect
of the Offer
Solicitors to the
Supervisor
Dentons Kensington SwanProvide legal advice to the Supervisor in respect of
the Offer
Green Bond
independent verifier
Ernst & Young LimitedUndertakes an independent review of the
Sustainable Finance Framework and the initial
Eligible Assets register against the Green Bond
Principles and provides a limited assurance report
Green Bond
Co-ordinator
Westpac Banking Corporation
(ABN 33 007 457 141)
(acting through its New Zealand branch)
Provides assistance to the Issuer with structuring
the “green” aspects of the Green Bond, including
the Sustainable Finance Framework and facilitating
the verification of the Sustainable Finance
Framework and the initial Eligible Assets register
against the Green Bond Principles
23

1 1 How to complain
COMPLAINTS ABOUT THE GREEN BONDS
If you have any problems or concerns about the Green Bonds,
contact Investor Relations, outlining your problems or concerns
and the Issuer will endeavour to resolve the issues. You can
contact Investor Relations at:
Investor Relations
Level 2, KPMG Centre
18 Viaduct Harbour Avenue
Auckland Central
PO Box 90940
Victoria Street West
Auckland 1142
Toll free: 0800 000 656
Telephone: +64 9 375 6060
You may also direct any complaints about the Green Bonds to
the Supervisor at the contact details below:
Public Trust
SAP Tower
Level 16
151 Queen Street
Auckland
Phone: 0800 371 471
Attention: Manager Client Services,
Corporate Trustee Services
The Issuer is a member of an external, independent dispute
resolution scheme operated by Financial Dispute Resolution
Service (FDRS), which is an approved dispute resolution scheme.
If the Issuer has not been able to resolve your issue, you can refer
the matter to FDRS by submitting a complaint form on FDRS’
website (fdrs.org.nz), emailing enquiries@fdrs.org.nz, calling FDRS
on 0508 337 337, or writing to FDRS at Freepost 231075,
PO Box 2272, Wellington 6140. The scheme will not charge a
fee to any complainant to investigate or resolve a complaint.
24

12 Where you can find
more information
DISCLOSE REGISTER
Further information relating to the Issuer, the Green Bonds, GMT
and the GMT Group is available free of charge on the online
Disclose register maintained by the Companies Office. The
Disclose register can be accessed at www.disclose-register.
companiesoffice.govt.nz. A copy of the information on the
Disclose register is also available on request to the Registrar of
Financial Service Providers at registrar@fspr.govt.nz.
The information contained on the Disclose register includes
copies of the Trust Deed, the Green Bond Guarantee, the GMT
Group Guarantee, the Security Trust Deed, the terms of the
Mortgages, the Sustainable Finance Framework, the initial
Eligible Assets register and EY’s independent limited assurance
report as well as other information.
INFORMATION ABOUT THE ISSUER
AND THE GMT GROUP
The Issuer has existing bonds quoted on the NZX and,
accordingly, is subject to continuous disclosure obligations under
the NZX Listing Rules. Copies of announcements and other
documents disclosed via NZX can be obtained free of charge
from www.nzx.com/companies/GMB.
In addition, GMT has existing units quoted on the NZX and,
accordingly, is subject to continuous disclosure obligations under
the NZX Listing Rules. Copies of announcements and other
documents disclosed via NZX can be obtained free of charge
from www.nzx.com/companies/GMT.
The Sustainable Finance Framework and any updated
Sustainable Finance Framework will be available free of charge
on GMT’s website, nz.goodman.com/investor-centre/sustainable-
finance.
13 How to apply
There is no public pool for the Green Bonds. All of the Green
Bonds (including any oversubscriptions) will be reserved for
subscription by clients of the Joint Lead Managers, Primary
Market Participants and other approved financial intermediaries
invited to participate in the Bookbuild. This means that you can
only apply for Green Bonds through a Primary Market Participant
or approved financial intermediary who has obtained Green
Bonds in the Bookbuild.
You can find a Primary Market Participant by visiting
www.nzx.com/investing/find-a-participant.
The Joint Lead Manager, the Primary Market Participant or
approved financial intermediary will:
+provide you with a copy of this PDS (if you have not already
received a copy);
+explain what you need to do to apply for the Green Bonds;
and
+explain what payments need to be made by you (and by
when).
25

14 Contact information
CONTACT DETAILS OF
THE ISSUER OF THE GREEN BONDS:
GMT Bond Issuer Limited
Level 2
18 Viaduct Harbour Avenue
Auckland
Toll free: 0800 000 656
Telephone: +64 9 375 6060
CONTACT DETAILS OF
THE REGISTRAR:
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Phone: +64 9 488 8777
CONTACT DETAILS OF THE ARRANGER,
GREEN BOND CO-ORDINATOR AND
JOINT LEAD MANAGER:
Westpac Banking Corporation
(ABN 33 007 457 141)
(acting through its New Zealand branch)
Westpac on Takutai Square
Level 8, 16 Takutai Square
Auckland 1010
Phone: 0800 772 142
CONTACT DETAILS OF
THE JOINT LEAD MANAGERS:
Craigs Investment Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010
Phone: 0800 226 263
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
Phone: 0800 367 227
Jarden Securities Limited
Level 32, PwC Tower
15 Customs Street West
Auckland 1010
Phone: 0800 005 678
26

15 Glossary
allocationas it applies to the proceeds of the Offer, means a notional allocation made by GMT in its records
ArrangerWestpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch)
Base Ratethe semi-annual mid-market rate for an interest rate swap of a term matching the period from the
Issue Date to the Maturity Date as calculated by the Arranger in consultation with the Issuer,
according to market convention, with reference to Bloomberg page ICNZ4 (or any successor page)
on the Rate Set Date (rounded to 2 decimal places if necessary, with 0.005 being rounded up)
Beneficiariesat any time, the persons who are “Beneficiaries” under the Security Trust Deed. As at the date of this
PDS, the Beneficiaries are the Holders (in relation to the Green Bonds), holders of the
Goodman+Bonds, the Supervisor, certain financial institutions who provide lending facilities and/or
derivatives to GMT, the facility agent under GMT’s lending facilities, the holders of GMT’s US private
placement notes and the Security Trustee (on its own account and as security trustee under the
Security Trust Deed)
Bookbuildthe process conducted whereby certain approved financial intermediaries lodge bids for Green
Bonds and, on the basis of those bids, the Issuer (in consultation with the Joint Lead Managers)
determines the Margin and the total amount of Green Bonds to be issued
Business Daya day (other than a Saturday or Sunday) on which registered banks are generally open for business
in Wellington and Auckland
Closing Date7 April 2022 at 11am (NZT)
Disclose registerthe online offer register maintained by the Companies Office and the Registrar of Financial Service
Providers known as “Disclose”, which can be accessed at www.disclose-register.companiesoffice.
govt.nz
Eligible Assetsexisting properties, properties under development or property upgrade projects that meet the
eligibility criteria outlined in the Sustainable Finance Framework
Event of Defaulteach event set out in clause 12.1 of the Trust Deed, some of which are summarised under “Events of
Default” in Section 5.3 (Ranking and security) of this PDS
EYErnst & Young Limited
FMC ActFinancial Markets Conduct Act 2013
GMTCovenant Trustee Services Limited as trustee of the Goodman Property Trust
GMT GroupGMT and its subsidiaries, being the GMT Group Companies and Highbrook Management Limited
GMT Group Companiescertain wholly owned subsidiaries of GMT, being, as at the date of this PDS, Goodman Property
Aggregated Limited, Goodman Nominee (NZ) Limited, Goodman (Highbrook) Limited,
Highbrook Development Limited, Highbrook Business Park Limited, Henshaw Goodman Limited,
Henshaw Holdings Limited, the Issuer and GMT Wholesale Bond Issuer Limited. Each of these
companies is a “GMT Group Company”
GMT Group Guaranteethe guarantee and general security deed dated 21 December 2006 between, among others, the
Security Trustee and the Issuer, as amended from time to time
GMT Loanthe loan that Issuer will make to GMT in an amount equal to the proceeds of the Offer. The interest on
the GMT Loan is equal to the amount of interest payable under the Green Bonds and is payable on the
same dates as the Interest Payment Dates. GMT must repay the GMT Loan on the Maturity Date
27

Goodman+Bondsbonds issued before the date of this PDS under the Master Trust Deed and any related supplemental
trust deed
Green Bond Guaranteethe guarantee dated 24 March 2022 entered into by Covenant Trustee Services Limited as trustee
of GMT in favour of the Supervisor
Green Bond Principlesthe Green Bond Principles dated June 2021 as published by the International Capital Markets
Association as amended from time to time
Green Bondsthe green bonds constituted and issued under the Trust Deed and offered under this PDS
Holdera person whose name is entered in the Register as a holder of a Green Bond
Interest Payment Dates14 April and 14 October in each year during the term of the Green Bonds, starting on 14 October 2022
and including the Maturity Date (subject to adjustment in accordance with the Business Day
convention described in Section 3.1 (Description of the Green Bonds) of this PDS)
Interest Ratethe fixed rate of interest per annum payable on the Principal Amount of the Green Bonds as
announced by the Issuer via NZX on or about the Rate Set Date. The Interest Rate will be equal to
the sum of the Base Rate and the Margin but in any case will be no less than the minimum Interest Rate
announced via NZX on or about the Opening Date
Issue Date14 April 2022
Issue PriceNZ$1.00 per Green Bond, being the Principal Amount of each Green Bond
IssuerGMT Bond Issuer Limited
Joint Lead ManagersCraigs Investment Partners Limited, Forsyth Barr Limited, Jarden Securities Limited and Westpac
Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch)
Major Event of Defaultan Event of Default which occurs where, in summary:
+the Issuer fails to pay any Principal Amount or interest due on the Green Bonds (subject to
applicable grace periods);
+the Issuer or GMT having to repay more than NZ$10 million (in total) of other indebtedness before
its due date because of a default; or
+the loan to value ratio in the Trust Deed being breached and not remedied within the grace periods
set out in the Trust Deed
ManagerGoodman (NZ) Limited
Marginthe rate (expressed as a percentage rate per annum) determined by the Issuer (in consultation with
the Joint Lead Managers) through the Bookbuild held on the Rate Set Date
Master Trust Deedthe trust deed dated 6 November 2009 between the Issuer and the Supervisor, as amended from
time to time
Maturity Date14 April 2027
Mortgagesthe mortgages given by a GMT Group Company over that GMT Group Company’s freehold and
leasehold land
NZ$New Zealand dollars
NZXNZX Limited
28

NZX Debt Marketthe debt security financial product market operated by NZX
NZX Listing Rulesthe listing rules of NZX, as amended, varied or waived from time to time
Offerthe offer of Green Bonds made by the Issuer under this PDS
Opening Date4 April 2022
PDSthis product disclosure statement for the Offer dated 24 March 2022
Primary Market Participanthas the meaning given in the NZX Participant Rules, as amended, varied or waived from time to time
Principal AmountNZ$1.00 per Green Bond
Rate Set Date7 April 2022
Registerthe register in respect of the Green Bonds maintained by the Registrar
RegistrarComputershare Investor Services Limited
Secured Assetsthe assets of the GMT Group Companies that are subject to:
+the security interests given under the GMT Group Guarantee; and/or
+the Mortgages
Security Poolon any date, all the land of the GMT Group, excluding land that:
+does not need to be secured in order to meet the loan to value ratio in the Trust Deed; or
+has a value of less than or equal to NZ$100 million
Security Pool Valueon any date, the value of the land comprising the Security Pool on that date (determined by reference
to the most recent valuations delivered to the Supervisor under the Trust Deed)
Security Trust Deedthe security trust deed dated 24 March 2005 between, among others, GMT, the Security Trustee,
The New Zealand Guardian Trust Company Limited and the Supervisor (as amended and restated
from time to time)
Security TrusteeNZGT (GMT) Security Trustee Limited or such other security trustee appointed in accordance with
the Security Trust Deed
selling restrictionsspecific restrictions that apply to the Offer, as set out in Section 9 (Selling restrictions) of this PDS
Special Resolutiona resolution approved by holders of bonds issued by the Issuer under the Master Trust Deed having a
principal amount of no less than 75% of the total principal amount of the bonds held by those persons
who are entitled to vote and who vote on the question
SupervisorPublic Trust or such other supervisor appointed in accordance with the Trust Deed
Supplemental Trust Deedthe deed dated 24 March 2022 between the Issuer and the Supervisor relating to the Green Bonds
Sustainable Finance
Framework
the document entitled “Goodman Property Trust Sustainable Finance Framework” dated
March 2022. The Sustainable Finance Framework may be amended by GMT from time to time
Trust Deedthe Master Trust Deed as modified and supplemented by the Supplemental Trust Deed
29

---

CLICK TO EDIT TITLE
GREEN BONDS
March 2022
ARRANGER,
GREEN BOND CO-ORDINATOR
AND JOINT LEAD MANAGER
JOINT LEAD MANAGERS
GMT BOND ISSUER LIMITED

GREEN BONDS
IMPORTANT NOTICE & DISCLAIMER
This presentation contains the key terms of an offer (Offer) of fixed rate secured debt securities (Green Bonds) by GMT Bond Issuer Limited (Issuer), a wholly owned subsidiary of Goodman
Property Trust (GMT).
The details in this presentation provide general information only. It is not intended as investment or financial advice and mustnot be relied upon as such. You should obtain independent professional
advice prior to making any decision relating to your investment or financial needs. This presentation is not an offer or invitat ion for subscription or purchase of securities or other financial products.
Past performance is no indication of future performance.
This presentation should be read together with the product disclosure statement (PDS) dated 24 March 2022 for the Offer, which is available at www.goodmangreenbonds.co.nzor by contacting a
Joint Lead Manager or your usual financial advice provider,and information relating to the Issuer, GMT and the Green Bonds on the Disclose register. The Disclose register can be accessed at
www.disclose-register.companiesoffice.govt.nz.
The Issuer has existing bonds quoted on the NZX and, accordingly, is subject to continuous disclosure obligations under the NZX Listing Rules.Copies of announcements and other documents
disclosed via NZX can be obtained free of charge from www.nzx.com/companies/GMB.
Further information about Eligible Assets, the Sustainable Finance Framework and Green Bond Principles are set out in the PDS.
This presentation is not a product disclosure statement, or other disclosure document under New Zealand or other law, is not int ended to be relied upon as advice to investors or potential investors,
does not contain all information relevant or necessary for an investment decision and has been prepared without taking into account your investment objectives, financial situation or particular needs
(including taxation issues).
This document does not constitute a recommendation by the Issuer, Goodman (NZ) Limited (the Manager), Goodman Property Trust, Westpac Banking Corporation (ABN 33 007 457 141) (acting
through its New Zealand Branch) (Westpac and Arranger), Public Trust (the Supervisor), Craigs Investment Partners Limited, Forsyth Barr Limited, Jarden Securities Limited (the Joint Lead
Managers)nor any of their respective directors, officers, employees or agents to subscribe for, or purchase, any of the Green Bonds. To the extent permitted by law, the Issuer, GMT, the Manager,
the Arranger, the Supervisor, each Joint Lead Manager and any of their respective directors, officers, employees or agents accept no liability whatsoever for any loss arising from this document or its
contents, or otherwise in connection with the offer or any person’s investment in the Green Bonds.
Neither the Arranger, any Joint Lead Manager nor any of theirrespective directors, officers, employees and agents: (a) accepts any responsibility or liability whatsoever for any loss arising from this
presentation or its contents or otherwise arising in connection with the offer of Green Bonds; (b) authorised or caused the issue of, or made any statement in, any part of this presentation; and (c)
make any representation, recommendation or warranty, express or implied regarding the origin, validity, accuracy, adequacy, reasonableness or completeness of, or any errors or omissions in, any
information, statement or opinion contained in this presentation and accept no liability (except to the extent such liabilityis found by a court to arise under the Financial Markets Conduct Act 2013 or
cannot be disclaimed as a matter of law).
2

GREEN BONDS
IMPORTANT NOTICE & DISCLAIMER (CONTINUED)
The PDS only constitutes an offer of Green Bonds to the public in New Zealand.The Issuer has not taken and will not take any action which would permit a public offering of Green Bonds, or
possession or distribution of any offering material in respect of the Green Bonds, in any country or jurisdiction where action for that purpose is required (other than New Zealand).The selling
restrictions set out in the PDS apply to the Green Bonds.
This presentation, any disclosure statement, circular, advertisement or other offering material in respect of the Green Bondsmay only be published, delivered or distributed in compliance with all
applicable laws and regulations (including those of the country or jurisdiction in which the material is published, deliveredordistributed), as set out in Section 9 (Selling restrictions) of the PDS.
The Issuer intends to quote the Green Bonds on the NZX Debt Market. NZX takes no responsibility for the content of this presentation. NZX is a licensed market operator, and the NZX Debt Market is
a licensed market under the Financial Markets Conduct Act 2013.
Where relevant, some capitalised terms used but not defined in this presentation have the meanings given to them in the PDS.
Unless otherwise stated, all amounts are based on the Issuer's and the GMT Group's half-year financial statements prepared as at30 September 2021 and all statistical information is as at 30
September 2021. All amounts are in New Zealand dollars.Due to rounding, numbers within this presentation may not add up precisely to the totals provided and percentages may not precisely reflect
the absolute figures.
To the extent that certain statements contained in this presentation may constitute “forward-looking statements” or statements about “future matters”, the information reflects the Issuer's and GMT's
intent, belief or expectations at the date of this presentation. Each of the Issuer and GMT gives no undertaking to update this information over time (subject to legal or regulatory requirements). Any
forward-looking statements, including projections, guidance on future revenues, earnings and estimates, are provided as a general guide only and should not be relied upon as an indication or
guarantee of future performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Issuer's and GMT's actual results, performance or
achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Any forward-looking statements, opinions and
estimates in this presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on
interpretations of current market conditions. Neither the Issuer, GMT, nor any other person, gives any representation, assuranceor guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this presentation will actually occur.
This presentation is dated 24 March 2022.
3

GREEN BONDS
GREEN BONDS
OFFER
05
FINANCIAL
OVERVIEW
26
GOODMAN
PROPERTY
TRUST
07
CAPITAL
MANAGEMENT
28
SUSTAINABILITY
15
OFFER
DETAIL
31
SUSTAINABLE
FINANCE
22
CONTENTS
4
Presented by:
ANDY EAKIN Chief Financial Officer
JAMES SPENCE Director – Investment Management
Roma Road, artist’simpression

GREEN BONDS
GREEN BONDS OFFER
5
Native revegetation, PukekiwirikiCrater, Highbrook Business Park

GREEN BONDS
GREEN BONDSOFFER
6
BBB+
S&P issue credit rating
INVESTMENT GRADE
5years
Maturing 14 April 2027
TERM
$100million
GREEN BOND OFFER OF UP TO
Fixed rate, senior secured green bonds
With the ability to accept oversubscriptions of up to
$50 million at the Issuer’s discretion
5 new properties
Verified as targeting 5 Green Star Design and/or Built
ratings
ELIGIBLE ASSETS
Insert greener pic?
Tom/holly pls
suggest

GREEN BONDS
Highbrook Business Park
GOODMAN PROPERTY TRUST
7

GREEN BONDS
GOODMAN PROPERTY TRUST
+ Goodman Property Trust is New Zealand’s largest listed
property investor
+ As a Unit Trust, GMT is externally managed by Goodman (NZ)
Limited (Manager), a subsidiary of ASX-listed Goodman Group
+ Board of the Manager has a majority of independent directors,
elected by GMT investors
+ Goodman Group is GMT’s largest unitholder, holding 24.76% of
the units in GMT
+ A high-quality business built around a substantial, well located
property portfolio with a diverse customer base and a proven
development capability
+ 100% Auckland industrial and urban logistics investor
+ GMT has a BBB (stable)
1
corporate credit rating
+ Existing Goodman+Bondsand the Green Bonds have a BBB+
1
issue credit rating
8
PROPERTY
PORTFOLIO
2
$4.7bn
MARKET
CAPITALISATION
3
$3.2bn
LOAN TO VALUE
RATIO
4
18.4%
INTEREST
COVER RATIO
5
5.6x
OCCUPANCY
99.5%
WORK-IN -PROGRESS
6
$475m
1
Ratings provided by S&P
2
As at 30 September 2021, adjusted for acquisitions settled subsequently and draft March 2022 portfolio revaluation
3
As at 18 March 2022
4
This is the loan to value ratio under the Trust Deed
5
The interest cover ratio covenant is not a term of the Green Bonds so Holders do not have the benefit of this covenant. Thisco venant only applies to GMT's bank funding and USPP notes
6
As at 24 March 2022

GREEN BONDS
GMT’S STRATEGIC OVERVIEW
Targeted investment in the Auckland industrial
and urban logistics market
+ Focus on long-term total return, through continued
value creation within theportfolio
+ Development programme producing quality long-term
assets, monetising GMT’s land bank
+ Substantial balance sheet capacity, providing
resilience and capacity for further investment
+ Distribution policy which provides for a long-term
sustainable distribution, closely aligned with the
underlying cash flows from GMT’s stabilised portfolio
AUCKLAND
+ Geographically constrained with limited
well-located industrial land supply
+ NZ’s urban centre, with scale supporting
innovation and e-commerce trends
+ Congested distribution networks driving
selectiveness for locations
INDUSTRIAL
+ Auckland industrial market at capacity
(0.5% vacancy
1
)
+ Prime locations, close to consumers,
expected to deliver best returns
+ Low capital outlay over life cycle
+ Strongest investment performance of
all property sectors
9
1
CBRE Auckland Industrial Space Market Trends (released February 2022)

GREEN BONDS
6%
11%
16%
201620212026
New Zealand
E-COMMERCE % OF TOTAL RETAIL SALES
All statistical information, including chart, from Euromonitor unless otherwise disclosed
1
NZ Post Q2 update released 30 July 2021
2
CBRE Auckland Industrial Space Market Trends (released February 2022)
STRUCTURAL TRENDS
Growth of e-commerce and the digital economy
+ The growth in e-commerce has accelerated with the pandemic. Consumers are
increasingly opting for the safety and convenience of online shopping and
contactless delivery
+ NZ customer expectations are rapidly changing, with 58%
1
choosing to buy from
one retailer over another because they offered same day delivery
+ Businesses are having to adapt to the growing online marketplace, with many
incorporating e-commerce fulfilment functions into existing warehouse operations
Well-located industrial real estate is recognised as essential
infrastructure for the digital economy, making it a highly sought after
asset class
+ Disruption in global supply chains is forcing local businesses to maintain higher
inventory levels, creating requirements for additional warehouse space
+ Increased demand has resulted in an acceleration of development, particularly in
infill locations
+ Demand for warehouse and logistics space is now exceeding supply in Auckland,
with Grade A vacancy falling to 0.5%
2
as at December 2021
10
E-commerce sales
growth 2016-2021
83
%

GREEN BONDS
PROPERTY PORTFOLIO
11
PROPERTY PORTFOLIO
1
$4.7bn
OCCUPANCY
2
99.5%
NET LETTABLE AREA
1
1.1m sqm
WALE
2,3
5.8years
EFFICIENT AND DESIRABLE DISTRIBUTION LOCATIONS
GREEN BONDS
1
As at 30 September 2021, adjusted for acquisitions settled subsequently and draft March 2022 portfolio revaluation
2
As at 30 September 2021
3
Weighted Average Lease Expiry

GREEN BONDS
1
Assessed by management on a face rent basis, passing rent to market rent
2
For the 6 months from 1 October 2021to 31 March 2022
RENTAL PROFILE
+ Underlying like-for-like rental growth for 1H22 of 5.1%
+ Portfolio assessed to be ~9% under-rented($16.3m)
1
+ Approximately 20% of portfolio is subject to market review or expiry prior to the
end of FY23
12
PORTFOLIO REVIEW PROFILE
% of portfolio income
21%
48%
40%
8%
11%
14%
1%
3%
5%
4%
11%
12%
0%
10%
20%
30%
40%
50%
60%
70%
80%
FY22FY23FY24
FixedCPIMarketExpiry
10-YEAR LEASE EXPIRY PROFILE
% of portfolio income
0%
5%
10%
15%
20%
25%
VacantFY22FY23FY24FY25FY26FY27FY28FY29FY30>FY30
Value AddCoreLeased since March 21
2

GREEN BONDS
TOP 10 CUSTOMERS
1
1
Includes leased developments
2
Leased to Big Chill Limited, a subsidiary of NZX listed Freightways Limited
CUSTOMER BASE
+ Top 10 customers accounting for 35% of portfolio income, generally focused
on storage, logistics and distribution
+ 2% of GMT’s portfolio weighted towards retail (cafes, restaurants, gyms, etc)
+ GMT continues to focus COVID-19 rent relief on vulnerable customers within
the portfolio
0%2%4%6%8%10%
NZ Post
Mainfreight
Fliway
DHL
OfficeMax
Coda
Fletcher Building
Freightways
Toll
T&G Global
2
13
INDUSTRY EXPOSURE
% of portfolio income
% of portfolio income, including subsidiary companies

GREEN BONDS
HIGHBROOK
BUSINESS PARK
14
CUSTOMERS
100+
NET LETTABLE AREA
500,000sqm
GREEN BONDS

GREEN BONDS
SUSTAINABILITY
15
OfficeMax solar array, Highbrook Business Park

GREEN BONDS
SUSTAINABILITY OVERVIEW
16
74,121sqm
Expected Eligible Asset NLA
2
Reduction in greenhouse gas
emissions year-on-year
1
22.8
%
$274m
Expected Eligible Asset TPC
3
B
Carbon Disclosure Project –
climate score awarded
carbonzero
Certified carbonzerofrom 2021
four years ahead of 2025 target
1
Year-on-year comparison for 10 months to 31 January 2022. As part of carbonzero
certification, commitment to reduce Scope 1, 2 & mandatory 3 emissions by 20% by
2025 in comparison to 2020 base year
2
Net Lettable Area
3
Total Project Cost
Walking and cycle paths incorporated within Highbrook Business Park
GREEN BONDS

GREEN BONDS
1
Core: The Core portfolio comprises those estates which largely consist of modern, high-quality logistics and industrial properties
2
MWp: Megawatt peak – the maximum potential peak power production
SUSTAINABILITY UPGRADES
GMT is committed to reducing the environmental impact of existing
buildings through a range of initiatives
+ Targeting 100% LED lighting across the Core
1
portfolio by 2025 (currently 61%)
with upgrades expected to save customers around 4,200 MWh per annum
+ Solar PV arrays totalling 1.1 MWp
2
either complete or in progress, expected to
produce around 1.5 GWh per annum and offset around 160 tCO
2
-e per annum
+ Accelerating replacement of R22 refrigerant HVAC systems acrosstheCore
portfolio
+ Undertaking NABERSNZ assessment for office properties at the Highbrook
Crossing
+ Green Star Performance pilot ratings on five existing Core industrial assets
(assessed performance ranged from 3 Green Star to 5 Green Star)
17
PMA, Highbrook Business Park, solar panels installed on existing property
LED lighting is specified in all new developments
GREEN BONDS

GREEN BONDS
1
Energy Efficiency and Conservation Authority (EECA) is a Crown entity established to encourage, promote and support energy effic iency,
energy conservation and the use of renewable sources of energy
SUSTAINABLE ENVIRONMENT
Electric vehicles and charging
+ Two public 150 kW DC fast chargers at Highbrook and M20
−co-funded by EECA
1
−M20 live
−Highbrook from April 2022
+ 63 designated EV charging carparks at new and recent developments of which
26 are located at Eligible Assets
+ GMT’s Manager has a 100% battery EV vehicle fleet
+ GMT’s Manager provides a subsidy to incentivise its staff to switch private
vehicles to battery EVs
−currently approximately 25% of staff driving EVs
Biodiversity projects
+ Urban ngahereplanting at Highbrook and Roma Road estates in 2022 to
promote urban biodiversity within industrial locations
+ 3,591 native specimens to be planted at Highbrook on a 3,890 sqm site
bordering the Tāmakiestuary
+ 7,133 native specimens to be planted at Roma Road on a 6,818 sqm site
previously covered in non-native pines
18
captions
Mandy pls send me this photo
Couldn’t find
Proposed ngahere site at Highbrook
Public 150kW DC fast charger at Amble + Birch café, M20
GREEN BONDS

GREEN BONDS
FAVONA RECYCLING & REUSE
+ Verified as an Eligible Asset, the development for
Mainfreight is on a brownfield site at Favona Road,
Māngere
+ 90% of demolition waste from a 40,000 sqm former
T&G Global facility has been diverted from landfill
+ Around 2,300 tonnes of deconstructed material
recycled on site during FY22
19
Mainfreight, Favona
Metal
20%
Concrete
54%
Glass
16%
Waste
10%
DEMOLITION RECOVERY
% of weight of total deconstructed materials

GREEN BONDS
WORK IN PROGRESS
1
Ākinais a New Zealand consultancy specialising in impact, community, enterprise, procurement and investment
2
Other assets under development include new developments that are yet to be verified as targeting a 5 Green Star Built rating andare not currently Eligible Assets
Eligible Assets under
development
Other assets under
development
2
Total
Net lettable area74,121 sqm29,406 sqm103,527 sqm
Expected total project cost$274m$201m$475m
Expected completion datesAug 22 – May 23Aug 23 – Jun 24
DEVELOPING SUSTAINABLY
+ GMT currently has $475 million of developments in progress, of
which $274 million are Eligible Assets. Other developments may
become Eligible Assets inthefuture
+ Addressing embodied carbon associated with new developments:
−reduce– using lower carbon materials, including cement
substitution
−measure– completing life cycle analysis for all developments
−offset– carbon credits to offset unavoidable up front embodied
carbon
+ Focusing on regeneration of brownfield, in-fill sites, closer to
consumers – fewer truck movements, less congestion, lower
transport emissions
+ Reusing and recycling of demolition waste; recycling recovered
metals; reducing waste to landfill
+ Submetering all new developments to support energy performance
monitoring
+Engaged Ākina
1
to assist with developing social procurement
practices
20
M20 Business Park –Rainwater harvesting

GREEN BONDS
All images above are artists’ impressions of the Eligible Assets being developed
ELIGIBLE ASSETS UNDER DEVELOPMENT
MAINFREIGHT35,860sqm
FavonaRoad
21
RIVERSIDE WAREHOUSES8,097sqm
HighbrookBusiness Park
NZ BLOOD & ORGAN SERVICE3,290sqm
HighbrookBusiness Park
STANLEY BLACK & DECKER 9,174sqm
Highbrook Business Park
NZ POST17,700sqm
Roma Road

GREEN BONDS
SUSTAINABLE FINANCE
22
Extensive landscaping, walking and cycle paths incorporated within Highbrook Business Park

GREEN BONDS
1
Where reference is made in this presentation to GMT issuing green bonds, this includes a reference to the Issuer
issuing such bonds and on-lending the proceeds to GMT
GREEN BOND
+ As part of GMT’s commitment to sustainability and to align its
financing with its sustainability ambitions, GMT established a
Sustainable Finance Framework (Framework) in March 2022
+ GMT will support the property sector’s response to help New
Zealand reduce emissions and provide a mechanism for investors to
contribute capital to achieve their sustainable investment objectives
+ The Framework sets out how GMT intends to:
−issue green bonds
1
via the Issuer (its wholly owned subsidiary); or
−enter into green loans
that will fund sustainable assets and outcomes to which it is
committed
This aligns with how GMT is committed to targeting 5 Green Star
Built ratings on all new developments
+ The Framework and these Green Bonds will be issued in
accordance with the Green Bond Principles issued by the
International Capital Market Association
23
A copy of the Sustainable Finance Framework is available on GMT’s
website at:
nz.goodman.com/investor-centre/sustainable-finance

GREEN BONDS
The Framework, Eligible Assets register and EY’s Pre-Issuance Limited Assurance report are available on GMT’s website at: nz.goodman.com/investor-centre/sustainable-finance
+Annual reports published to cover use of proceeds (allocation and eligibility) and impact of the
Green Bonds
+Green Bond proceeds to be allocated to Eligible Assets within 24 months of issuance
+Maintain a register of Eligible Assets that includes (amongst other things) their current value,
the allocation of proceeds to that asset and the relevant Green Star and/or NABERSNZ rating
+The total value of Eligible Assets will be at least equal to the aggregate amount of all
outstanding green financing, including Green Bonds (subject to temporary management of
unallocated proceeds)
+Overseen by GMT’s Corporate Social Responsibility Committee, which is made up of senior
executives and experts across GMT’s business and is chaired by the Chief Financial Officer
+GMT will use the NABERSNZ rating tool and the New Zealand Green Building Council’s
(NZGBC) Green Star rating tool to determine which green buildings are Eligible Assets
+Green Bond proceeds to finance or refinance existing properties, properties under
development or property upgrade projects that conform with the eligibility criteria for green
buildings set out in the Framework
+Supports investments in green buildings in alignment with the Green Bond Principles
PILLARS OF THE SUSTAINABLE FINANCE FRAMEWORK
1.Use of proceeds
2. Process for project
evaluation & selection
3.Management
of proceeds
4.Reporting
5.External review
+Pre-Issuance Limited Assurance provided by EY in relation to the Framework and Eligible
Assets register
+On an annual basis post-issuance, GMT will obtain and publishanexternal review on the
above annual reports
SUSTAINABLE
FINANCE
FRAMEWORK
24

GREEN BONDS
GREEN BUILDING PIPELINE
+GMT has five new properties under development which qualify as Eligible Assets as at 18 March 2022, as outlined below
+Existing properties, properties under development and property upgrade projects can be categorised as “Eligible Assets” if they meet any of the following eligibility criteria:
−Certified as obtaining, or verified as targeting, a minimum NZGBC 5 Green Star Design and/or Built rating; or
−Certified as obtaining, or verified as targeting, a minimum NZGBC 4 Green Star Performance rating; or
−Certified as obtaining, or verified as targeting, a minimum NABERSNZ 4 Star Energy Base Building rating or Energy Whole Buildingrating
+GMT will endeavour to prioritise the financing of new Eligible Assets when allocating proceeds from green financing. In the case of refinancing:
−Development spend on green buildings will be incorporated as an Eligible Asset if that spend has been funded by GMT no more thanthree years before the date of issuance of, or entry
into the relevant green financing; and
−Land acquisition costs will be incorporated as an Eligible Asset if that land has on it (as at the date of inclusion as an Eligible Asset) existing properties, properties under development or
property upgrade projects that meet the above criteria for Eligible Assets
25
PropertyTarget RatingStatusExpected Completion Date
NZ Blood and Organ Service at Highbrook5 Green Star Design and/or Built RatingUnder DevelopmentAug 2022
Riverside Warehouses at Highbrook5 Green Star Design and/or Built RatingUnder DevelopmentNov 2022
Stanley Black & Decker at Highbrook5 Green Star Design and/or Built RatingUnder DevelopmentJan 2023
NZ Post at Roma Road5 Green Star Design and/or Built RatingUnder DevelopmentMar 2023
Mainfreight at Favona Road5 Green Star Design and/or Built RatingUnder DevelopmentMay 2023
Total expected project costs on completion of Eligible Assets$274m
ELIGIBLE ASSETS REGISTER AS AT 18 MARCH 2022

GREEN BONDS
FINANCIAL OVERVIEW
26
OfficeMax solar array, Highbrook Business Park

GREEN BONDS
1
Operating earnings is a non-GAAP financial measure included to provide an assessment of the performance of GMT’s principal operating activities. The calculation is set out in GMT’s 30 September 2021 Profit or Loss statement included in the Trust’s
Interim Report released to the NZX on 11 November 2021
2
This is the loan to value ratio under the Trust Deed
3
1H22 total net property income compared to 1H21 total net property income
4
Cash earnings is a non-GAAP financial measure that assesses underlying cash flows, on a per unit basis, after adjusting for borrowing costs and Manager’s base fee capitalised to land and expenditure related to building maintenance. Its calculation
can be found in GMT’s interim results presentation released to the NZX on 11 November 2021
5
Weighted average debt term is calculated on drawn debt assuming bank debt is drawn from the longest dated facility available
GMT GROUP 1H22 FINANCIAL HIGHLIGHTS
27
18.4
%
Loan to value ratio
2
249.6cpu
Net tangible asset backing
$60.2m
Operating earnings before tax
1
$570.0m
Profit before tax
4.7years
Weighted average debt term
5
2.75cpu
1H22 distribution
3.29cpu
Cash earnings
4
5.7
%
Net property income growth
3
Riverside warehouses, Highbrook Business Park, artists’ impression

GREEN BONDS
CAPITAL MANAGEMENT
28
Gateway warehouses, Highbrook Business Park

GREEN BONDS
LOAN TO VALUE RATIO
CAPITAL MANAGEMENT
Loan to value ratio
+ LVR covenant of 50% aligned across GMT’s governing Trust Deed, bank
debt, bonds and USPP notes
+ Deleveraged over recent years through debt pay-down following asset
sales and 2019 equity raising
+ 20% - 30% preferred gearing range over medium term
Interest cover ratio
+ The interest cover ratio is not a term of the Green Bonds so Holders do
not have the benefit of this covenant
+ ICR covenant of not less than 2.0 times in bank facilities and USPP notes
+ Lower debt levels, conversion of land to income producing assets and
lower interest rate environment over recent years have resulted in strong
ICR increases
29
10%
15%
20%
25%
30%
35%
FY16FY17FY18FY19FY20FY211H22
0.0x
1.0x
2.0x
3.0x
4.0x
5.0x
6.0x
FY16FY17FY18FY19FY20FY211H22
INTEREST COVER RATIO

GREEN BONDS
FUNDING SOURCES
MATURITY PROFILE
GREEN BOND ISSUANCE
+ Other than bonds issued by the Issuer, all other funding is
undertaken by GMT as borrower
+ Following issuance of the Green Bonds, funding metrics
remain strong
1
:
−Weighted average drawn debt term to expiry of 4.6 years
−97% of drawn debt from non-bank funding
−Available liquidity of $640 million
+ Bank funding provides significant operational flexibility
30
Wholesale
bonds
24%
Bank
facilities
39%
Retail
bonds
18%
Proposed
Green
Bonds
9%
USPP
notes
10%
1
30 September 2021 reported values with adjustments for new bank facilities, wholesale bond issuance and proposed Green Bond issuance (assuming $150 million)
$m
100
160
130 130
150
100
100
100
200
50
150
56
52
52
150
FY23FY24FY25FY26FY27FY28FY29FY30FY31
Bank facilitiesRetail bondsWholesale bondsUSPPProposed Green Bonds

GREEN BONDS
OFFER DETAIL
31
Water tanks, Dicker Data, M20 Business Park

GREEN BONDS
THE ISSUER
GMT Bond Issuer Limited
+ A wholly owned subsidiary of GMT
+ Sole purpose of the Issuer is to issue bonds and to on-lend the proceeds received to GMT
+ Issuer will receive interest from GMT to enable it to pay interest to holders of the Green Bonds
+ As at the date of the PDS, once on-lent to GMT, GMT intends to use the proceeds of the Offer to refinance existing bank debt andallocate an
amount equal to the proceeds of the Offer:
−first, to the Eligible Assets set out in the table below, which are currently being developed and have been verified as targetin g a NZGBC 5 Green
Star Design and/or Built rating. These Eligible Assets are, as at the date of the PDS, the only Eligible Assets under the Sustainable Finance
Framework
−then, any proceeds that are not allocated to the Eligible Assets set out in the table below will be allocated to Eligible Assets within 24 months of
the Issue Date
32
Property nameProperty address
NZ Blood and Organ Service at Highbrook80 Highbrook Drive, Highbrook
Stanley Black & Decker at Highbrook20 El KobarDrive, Highbrook
Riverside Warehouses at Highbrook28 Business Parade North, Highbrook
NZ Post at Roma Road60 Roma Road, Mount Roskill
Mainfreight at Favona Road60 Favona Road, Favona

GREEN BONDS
+ If:
−any member of the GMT Group (including GMT and the Issuer) fails to allocate the proceeds of the Green Bonds as described in thePDS;
−any member of the GMT Group fails to comply with the Sustainable Finance Framework or satisfy any sustainable finance market standards as
set out in the Sustainable Finance Framework (including the Green Bond Principles);
−the Green Bonds cease to satisfy the Green Bond Principles; or
−any member of the GMT Group fails to notify Holders that the Green Bonds cease to comply with the Sustainable Finance Framework or the
Green Bond Principles,
then:
−no Event of Default will occur in relation to the Green Bonds;
−neither you nor the Issuer have any right for the Green Bonds to be repaid early; and
−the Green Bonds may cease to be labelled as 'green'
+ This is the ninth issue of senior secured bonds by the Issuer
1
+ The Issuer has the same board as the Manager, providing consistency and appropriate oversight for holders of bonds
1
Five retail bonds have been issued by GMT Bond Issuer Limited with two of those subsequently repaid. Three wholesale bonds have been issued by the Issuer. Earlier wholesale issuances which were undertaken by GMT Wholesale Bond Issuer
Limited have subsequently been repaid
THE ISSUER (CONTINUED)
33

GREEN BONDS
COVENANT & DEFAULT
+ Loan to value ratio in the Trust Deed broadly requires the Issuer to ensure that finance debt of the GMT Group (which includes the hedged value of
any foreign currency debt) does not exceed 50% of the value of the secured property assets of the GMT Group (excluding secured property assets
that do not need to be secured in order to meet the loan to value ratio or have a value of less than or equal to NZ$100 million)
+ As at 30 September 2021, the loan to value ratio under the Trust Deed was 18.4%
+ An event of default in relation to breach of loan to value ratio in the Trust Deed does not occur immediately given remedy periods in the Trust Deed
+ Other events of default include:
−Non-payment of interest or principal
−Insolvency
−Cross-acceleration from bank debt or USPP notes
34

GREEN BONDS
KEY TERMS OF THE OFFER
35
IssuerGMT Bond Issuer Limited (Issuer)
DescriptionFixed rate, senior secured bonds (Green Bonds)
Term and Maturity Date5 years, maturing Wednesday 14 April 2027
Issue Credit RatingThe Green Bonds have a credit rating of BBB+ from S&P
Offer AmountNZ$100,000,000 (with the ability to accept oversubscriptions of up to NZ$50,000,000 at the Issuer’s discretion)
Interest Rate
A fixed rate of interest will be payable on the Green Bonds until the Maturity Date
The Interest Rate will be determined by the Issuer (in consultation with the Joint Lead Managers) following the Bookbuild held on the Rate Set Date (7
April 2022). The Interest Rate will be announced via NZX on or about the Rate Set Date. The Interest Rate will not change overthe term of the Green
Bonds
The Interest Rate will be equal to the sum of the Base Rate and the Margin but in any case will be no less than the minimum Interest Rate announced via
NZX on or about the Opening Date
Minimum Application AmountMinimum application amount of NZ$5,000 and in multiples of NZ$1,000 thereafter
Guarantee
The Issuer's obligations under the Green Bonds are guaranteed by:
+GMT under the Green Bond Guarantee. This guarantee is given in favour of the Supervisor and is limited to the assets held by Covenant Trustee
Services Limited as trustee of GMT. GMT's obligations under this guarantee are in turn guaranteed by each GMT Group Company;and
+each GMT Group Company under the GMT Group Guarantee
Security
Under the GMT Group Guarantee, each GMT Group Company has given a security interest over all of its assets together with first ranking Mortgage(s)
given over its freehold and leasehold land. The security interests and Mortgages do not extend to certain excluded property
The security interests are given in favour of the Security Trustee for the benefit of all of the Beneficiaries (including bondholders) and can only be
enforced in accordance with the Security Trust Deed

GREEN BONDS
KEY DATES FOR THE OFFER
36
Opening DateMonday 4 April 2022
The minimum Interest Rate and the indicative Margin will be determined and announced on this date
Closing DateThursday 7 April 2022 at 11am NZT
Rate Set DateThursday 7 April 2022
Issue DateThursday 14 April 2022
Interest Payment Dates14 April and 14 October in each year during the term of the Green Bonds
Maturity DateWednesday 14 April 2027

GREEN BONDS
QUESTIONS
37
Highbrook Business Park

GREEN BONDS
THANK
YOU
38

---

1
Indicative Terms Sheet dated 24 March 2022
This indicative terms sheet (Terms Sheet) sets out the key terms of the offer (Offer) by GMT Bond Issuer Limited (Issuer) of up to NZ$100 million
(with the ability to accept oversubscriptions of up to NZ$50 million at its discretion) of 5 year (maturing on 14 April 2027) fixed rate, senior secured
green bonds (Green Bonds).
The product disclosure statement dated 24 March 2022 (PDS), which contains full details of the Offer, is available at
www.goodmangreenbonds.co.nzor by contacting a Joint Lead Manager or your usual financial advice provider. The PDS must be given to investors
before they decide to acquire any Green Bonds.
Capitalised terms used but not defined in this Terms Sheet have the meanings given to them in the PDS.
Issuer GMT Bond Issuer Limited, a wholly owned subsidiary of Goodman Property Trust (GMT).
Description Fixed rate, senior secured green bonds.
Offer Amount Up to NZ$100 million (with the ability to accept oversubscriptions of up to NZ$50 million at the Issuer’s
discretion).
Term and Maturity Date 5 years, maturing on 14 April 2027
Credit Ratings Issue Credit Rating GMT Credit Rating
S&P Global Ratings Australia Pty
Limited (S&P)
BBB+ BBB (stable outlook)
The Green Bonds have a credit rating of BBB+ from S&P. S&P has also issued a BBB (stable outlook) long-
term credit rating for GMT. A rating is not a recommendation by any rating organisation to buy, sell or hold
Green Bonds. The above ratings are current as at the date of this Terms Sheet and may be subject to
suspension, revision or withdrawal at any time by S&P.
The Sustainable Finance
Framework and the
Green Bond Principles
GMT has developed and adopted the Sustainable Finance Framework to ensure that, as at the date of the
PDS, the Green Bonds comply with the Green Bond Principles. There is no legal obligation on any member
of the GMT Group to comply with the Sustainable Finance Framework or satisfy any sustainable finance
market principles and guidelines as set out in the Sustainable Finance Framework (including the Green Bond
Principles) on an ongoing basis.
If:
 any member of the GMT Group (including GMT and the Issuer) fails to allocate the proceeds of the Green
Bonds as described in the PDS;
 any member of the GMT Group fails to comply with the Sustainable Finance Framework or satisfy any
sustainable finance market standards as set out in the Sustainable Finance Framework (including the
Green Bond Principles);
 the Green Bonds cease to satisfy the Green Bond Principles; or
 any member of the GMT Group fails to notify Holders that the Green Bonds cease to comply with the
Sustainable Finance Framework or the Green Bond Principles,
then:
 no Event of Default will occur in relation to the Green Bonds;
 neither you nor the Issuer have any right for the Green Bonds to be repaid early; and
 the Green Bonds may cease to be labelled as 'green'.
Use of Proceeds The Issuer will on-lend all of the proceeds of the Offer to GMT.
Once on-lent to GMT the proceeds of the Offer are intended to be allocated to finance or refinance, wholly or
in part, Eligible Assets in accordance with the Sustainable Finance Framework.
As at the date of the PDS, once on-lent to GMT, GMT intends to:
 use the proceeds of the Offer to refinance existing bank debt; and
 allocate an amount equal to the proceeds of the Offer:

2
 first, to the Eligible Assets set out in in the table below, which are currently being developed and
have been verified as targeting a New Zealand Green Building Council’s 5 Green Star Design and
/ or Built rating. These Eligible Assets are, as at the date of the PDS, the only Eligible Assets
under the Sustainable Finance Framework;
then
 any proceeds that are not allocated to the Eligible Assets set out in the table below will be allocated
to Eligible Assets within 24 months of the Issue Date.
Property name Property address
NZ Blood and Organ Service at Highbrook 80 Highbrook Drive, Highbrook
Stanley Black & Decker at Highbrook 20 El Kobar Drive, Highbrook
Riverside Warehouses at Highbrook 28 Business Parade North, Highbrook
NZ Post at Roma Road 60 Roma Road, Mount Roskill
Mainfreight at Favona Road 60 Favona Road, Favona
Refer to the PDS for more information on Eligible Assets, the Sustainable Finance Framework and the Green
Bond Principles.
Opening Date Monday, 4 April 2022
Closing Date Thursday, 7 April 2022 at 11am (NZT)
Rate Set Date Thursday, 7 April 2022
Issue Date Thursday, 14 April 2022
Maturity Date Wednesday, 14 April 2027
Interest Rate A fixed rate of interest will be payable on the Green Bonds until the Maturity Date.
The Interest Rate will be determined by the Issuer (in consultation with the Joint Lead Managers) following
the Bookbuild held on the Rate Set Date (7 April 2022). The Interest Rate will be announced via NZX on or
about the Rate Set Date. The Interest Rate will not change over the term of the Green Bonds.
The Interest Rate will be equal to the sum of the Base Rate and the Margin but in any case will be no less
than the minimum Interest Rate announced via NZX on or about the Opening Date.
Base Rate The semi-annual mid-market rate for an interest rate swap of a term matching the period from the Issue Date
to the Maturity Date as calculated by the Arranger in consultation with the Issuer, according to market
convention, with reference to Bloomberg page ICNZ4 (or any successor page) on the Rate Set Date (rounded
to 2 decimal places if necessary, with 0.005 being rounded up).
Margin The Issuer expects to announce an indicative Margin (which may be subject to change) through NZX on or
about the Opening Date.
The actual Margin for the Green Bonds (which may be above or below the announced indicative Margin) is
the rate (expressed as a percentage rate per annum) determined by the Issuer (in consultation with the Joint
Lead Managers) through the Bookbuild held on the Rate Set Date.
Issue Price Each Green Bond is issued at par (NZ$1.00 per Green Bond).
Interest Payments Semi-annually in arrear in equal payments.
Interest Payment Dates
14 April and 14 October each year up to and including the Maturity Date. If any Interest Payment Date falls
on a day that is not a Business Day, the payment will be made on the next Business Day.
The first Interest Payment Date will be 14 October 2022.

3
Guarantee The Issuer's obligations under the Green Bonds are guaranteed by:
 GMT under the Green Bond Guarantee. This guarantee is given in favour of the Supervisor and is limited
to the assets held by Covenant Trustee Services Limited as trustee of GMT. GMT's obligations under
this guarantee are in turn guaranteed by each GMT Group Company; and
 each GMT Group Company under the GMT Group Guarantee.
Refer to the PDS for more information on these guarantees.
Security Under the GMT Group Guarantee, each GMT Group Company has given a security interest over all of its
assets together with first ranking Mortgage(s) given over its freehold and leasehold land. The security
interests and Mortgages do not extend to certain excluded property.
The security interests are given in favour of the Security Trustee for the benefit of all of the Beneficiaries
(including Holders) and can only be enforced in accordance with the Security Trust Deed.
Refer to the PDS for more information about the security interests.
Further Indebtedness and Other
Covenants
The Issuer, GMT and other members of the GMT Group can create further liabilities (including by issuing new
secured bonds) without the consent of Holders. However, there are covenants in the Trust Deed and other
documents that have the effect of restricting the GMT Group's ability to create further liabilities that rank
equally with or in priority to the Green Bonds.
Under the Trust Deed, the Issuer agrees:
 to ensure that finance debt of the GMT Group (which includes the hedged value of any foreign currency
debt) does not exceed 50% of the Security Pool Value; and
 to not create, or permit to subsist, any other security interests over any of its assets or the land that
comprise the Security Pool other than certain permitted security interests.
Refer to the PDS for more information.
No Early Repayment Neither you nor the Issuer has any right to require the Green Bonds to be repaid before the Maturity Date
unless an Event of Default occurs.
Record Date
Payments of interest on the Green Bonds will be made to the persons who are the Holders as at 5pm (New
Zealand time) on the 10th calendar day before the relevant Interest Payment Date (or such other date as
required by NZX).
Payments of any other amount will be made to the persons who are the Holders as at 5pm (New Zealand
time) on the date as is determined by the Issuer and notified to NZX (or such other date as required by NZX).
If such date would fall on a day which is not a Business Day, then payments will be made to the persons who
are the Holders as at the immediately preceding Business Day.
Business Days
A day (other than a Saturday or Sunday) on which registered banks are generally open for business in
Wellington and Auckland.
Minimum Application Amount
and Minimum Holding
Minimum application of NZ$5,000 with multiples of NZ$1,000 thereafter.
Transfers
You may only transfer your Green Bonds in multiples of NZ$1,000 in aggregate Principal Amount and after
any transfer you and the transferee must each hold Green Bonds with an aggregate Principal Amount of at
least NZ$5,000 (or no Green Bonds).
ISIN NZGMBDT009C3
NZX Debt Market Quotation
The Issuer intends to quote the Green Bonds on the NZX Debt Market. NZX ticker code GMB060 has been
reserved for the Green Bonds.
NZX takes no responsibility for the content of this Terms Sheet. NZX is a licensed market operator and the
NZX Debt Market is a licensed market under the FMC Act.
Expected Date of Initial Quotation
and Trading on NZX Debt Market
19 April 2022

4
Who May Apply for Green Bonds
There is no public pool for the Green Bonds. All of the Green Bonds (including any oversubscriptions) will be
reserved for subscription by clients of the Joint Lead Managers, Primary Market Participants and other
approved financial intermediaries invited to participate in the Bookbuild. This means that you can only apply
for Green Bonds through a Primary Market Participant or approved financial intermediary who has obtained
an allocation of Green Bonds.
You can find a Primary Market Participant by visiting www.nzx.com/investing/find-a-participant.
Supervisor Public Trust.
Security Trustee NZGT (GMT) Security Trustee Limited.
Registrar and Paying Agent Computershare Investor Services Limited.
Arranger and Green Bond Co-
ordinator
Westpac Banking Corporation (ABN 33 007 457 14) (acting through its New Zealand branch) (Westpac).
Joint Lead Managers Craigs Investment Partners Limited, Forsyth Barr Limited, Jarden Securities Limited and Westpac.
Governing Law New Zealand.
Singapore Securities and Futures
Act Product Classification
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and
Futures Act 2001 (Singapore), as modified or amended from time to time (SFA), the Issuer has determined,
and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Green Bonds are
"prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products)
Regulations 2018 (Singapore)).
Selling Restrictions
The Issuer has not taken and will not take any action which would permit a public offering of Green Bonds, or
possession or distribution of any offering material in respect of the Green Bonds, in any country or jurisdiction
where action for that purpose is required (other than New Zealand).
Part A - Initial selling restrictions
If sold in New Zealand, the Green Bonds may only be offered in New Zealand in conformity with all applicable
laws and regulations in New Zealand. In respect of the Offer, no Green Bonds may be offered in any other
country or jurisdiction except in conformity with all applicable laws and regulations of that country or jurisdiction
and the applicable selling restrictions set out in this section headed "Part A - Initial selling restrictions". The
PDS, this Terms Sheet and any offering material or any documents in connection with the Green Bonds may
not be published, delivered or distributed in or from any country or jurisdiction except under circumstances
which will result in compliance with all applicable laws and regulations in that country or jurisdiction and the
applicable selling restrictions set out in this section headed "Part A - Initial selling restrictions". For the
avoidance of doubt, the selling restrictions set out in this section headed "Part A - Initial selling restrictions"
apply only in respect of the Offer.
United States of America
The Green Bonds have not been and will not be registered under the Securities Act of 1933, as amended
(Securities Act) and may not be offered or sold within the United States or to, or for the account or benefit of,
U.S. persons (as defined in Regulation S under the Securities Act (Regulation S)). No person may engage
in any directed selling efforts (as defined in Regulation S) in relation to the Green Bonds, and persons must
comply with the offering restrictions in Regulation S.
The Green Bonds will not be offered or sold within the United States or to, or for the account or benefit of,
U.S. persons (i) as part of their distribution at any time, or (ii) otherwise until 40 days after the completion of
the distribution of all Green Bonds, as determined and certified by the Joint Lead Managers. Any Green Bonds
sold to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the
distribution compliance period require a confirmation or notice to the purchaser at or prior to the confirmation
of the sale to substantially the following effect:
"The Green Bonds covered hereby have not been registered under the United States Securities Act of 1933,
as amended (the SecuritiesAct) or with any securities regulatory authority of any state or other jurisdiction
of the United States and may not be offered or sold within the United States, or to or for the account or benefit
of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the
commencement of the offering of the Green Bonds and the closing date. Terms used above have the meaning
given to them by Regulation S."
Member States of the European Economic Area
In relation to each Member State of the European Economic Area, no Green Bonds have been offered and
no Green Bonds will be offered that are the subject of the offering contemplated by this Terms Sheet in relation
thereto to the public in that Member State except that an offer of Green Bonds to the public in the Member

5
State may be made:
(a) to any legal entity which is a qualified investor as defined in the EU Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the EU
Prospectus Regulation) subject to obtaining the prior consent of the relevant Joint Lead Manager
and/or Joint Lead Managers nominated by the Issuer for any such offer; or
(c) in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation, provided that
no such offer of the Green Bonds shall require the Issuer or any Joint Lead Managers to publish a
prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a prospectus pursuant
to Article 23 of the EU Prospectus Regulation.
For the purposes of this provision, the expression an "offer of the Green Bonds to the public" in relation to
any Green Bonds in any Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the Green Bonds to be offered so as to enable an investor to decide
to purchase or subscribe for the Green Bonds and the expression "EU Prospectus Regulation" means
Regulation (EU) 2017/1129.
United Kingdom
No Green Bonds have been offered and no Green Bonds will be offered that are the subject of the offering
contemplated by this Terms Sheet in relation thereto to the public in the United Kingdom except that an offer
of Green Bonds to the public in the United Kingdom may be made:
(a) to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2 of the
UK Prospectus Regulation) in the United Kingdom subject to obtaining the prior consent of the relevant
Joint Lead Manager and/or Joint Lead Managers nominated by the Issuer for any such offer; or
(c) in any other circumstances falling within section 86 of the Financial Services and Markets Act 2000
(FSMA),
provided that no such offer of the Green Bonds shall require the Issuer or any Joint Lead Manager to publish
a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK
Prospectus Regulation.
For the purposes of this provision, the expression an "offer of the Green Bonds to the public" in relation to
any Green Bonds means the communication in any form and by any means of sufficient information on the
terms of the offer and the Green Bonds to be offered so as to enable an investor to decide to purchase or
subscribe for the Green Bonds and the expression "UK Prospectus Regulation" means Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
Other regulatory restrictions
No communication, invitation or inducement to engage in investment activity (within the meaning of section
21 of the FSMA) has been or may be made or caused to be made or will be made in connection with the issue
or sale of the Green Bonds in circumstances in which section 21(1) of the FSMA applies to the Issuer.
All applicable provisions of the FSMA with respect to anything done in relation to the Green Bonds in, from or
otherwise involving the United Kingdom must be complied with.
Japan
The Green Bonds have not been and will not be registered in Japan pursuant to Article 4, Paragraph 1 of the
Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the FIEA) in reliance
upon the exemption from the registration requirements since the offering constitutes the small number private
placement as provided for in "ha" of Article 2, Paragraph 3, Item 2 of the FIEA. A Japanese Person who
transfers the Green Bonds shall not transfer or resell the Green Bonds in Japan or to a Japanese person
except where the transferor transfers or resells all the Green Bonds en bloc to one transferee. For the
purposes of this paragraph, "JapanesePerson" shall mean any person resident in Japan, including any
corporation or other entity organised under the laws of Japan.
Singapore
Each Joint Lead Manager has acknowledged that the PDS and this Terms Sheet have not been registered as
a prospectus with the Monetary Authority of Singapore. Accordingly, each Joint Lead Manager has
represented, warranted and agreed that it has not offered or sold any Green Bonds or caused the Green
Bonds to be made the subject of an invitation for subscription or purchase and will not offer or sell any Green
Bonds or cause the Green Bonds to be made the subject of an invitation for subscription or purchase, and
has not circulated or distributed, nor will it circulate or distribute, the PDS, this Terms Sheet or any other
document or material in connection with the offer or sale, or invitation for subscription or purchase, of the
Green Bonds, whether directly or indirectly, to any person in Singapore other than:
(a) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 (Singapore),
as modified or amended from time to time (SFA) pursuant to Section 274 of the SFA);
(b) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA,
or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified
in Section 275 of the SFA; or

6
(c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the
SFA.
Where the Green Bonds are subscribed or purchased under Section 275 of the SFA by a relevant person
which is:
(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole
business of which is to hold investments and the entire share capital of which is owned by one or more
individuals, each of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and
each beneficiary of the trust is an individual who is an accredited investor,
securities or securities based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that
corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred
within six months after that corporation or that trust has acquired the Green Bonds pursuant to an offer made
under Section 275 of the SFA except:
(1) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in
Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(2) where no consideration is or will be given for the transfer;
(3) where the transfer is by operation of law;
(4) as specified in Section 276(7) of the SFA; or
(5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and
Securities-based Derivatives Contracts) Regulations 2018.
Hong Kong
No Green Bonds have been offered or sold or will be or may be offered or sold in Hong Kong, by means of
any document other than (a) to "professionalinvestors" as defined in the Securities and Futures Ordinance
(Cap. 571) of Hong Kong (the SFO) and any rules made under the SFO; or (b) in other circumstances which
do not result in the document being a "prospectus" as defined in the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the C(WUMP)O) or which do not constitute an
offer to the public within the meaning of the C(WUMP)O.
No advertisement, invitation or document relating to the Green Bonds may be issued or in the possession of
any person or will be issued or be in the possession of any person in each case for the purpose of issue,
whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed
or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong)
other than with respect to the Green Bonds which are or are intended to be disposed of only to persons outside
Hong Kong or only to "professionalinvestors" as defined in the SFO and any rules made under the SFO.
Australia
No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia
(CorporationsAct)) in relation to the Green Bonds has been, or will be, lodged with, or registered by, the
Australian Securities and Investments Commission (ASIC) or any other regulatory authority in Australia. No
person may:
(a) make or invite (directly or indirectly) an offer of the Green Bonds for issue, sale or purchase in, to or
from Australia (including an offer or invitation which is received by a person in Australia); and
(b) distribute or publish, the PDS, this Terms Sheet, any information memorandum, prospectus or any
other offering material or advertisement relating to the Green Bonds in Australia,
unless:
(i) the aggregate consideration payable by each offeree or invitee is at least A$500,000 (or its equivalent
in an alternative currency and, in either case, disregarding moneys lent by the offeror or its associates)
or the offer or invitation otherwise does not require disclosure to investors in accordance with Part 6D.2
or Part 7.9 of the Corporations Act;
(ii) the offer or invitation is not made to a person who is a "retail client" within the meaning of section 761G
of the Corporations Act;
(iii) such action complies with all applicable laws, regulations and directives; and
(iv) such action does not require any document to be lodged with ASIC or any other regulatory authority in
Australia.
Each of the PDS and this Terms Sheet is not, and under no circumstances is to be construed as, an
advertisement or public offering of any Green Bonds in Australia.
Part B - General selling restrictions
The Green Bonds may only be offered for sale or sold in compliance with all applicable laws and regulations
in any country or jurisdiction in which they are offered, sold or delivered. The PDS, this Terms Sheet and any
offering material or any documents in connection with the Green Bonds may only be published, delivered or
distributed in or from any country or jurisdiction under circumstances which will result in compliance with all
applicable laws and regulations in that country or jurisdiction.
By subscribing for Green Bonds, you agree to indemnify the Issuer, the Supervisor, the Arranger and the Joint

7
Lead Managers, for any loss suffered by any one or more of them by reason of any breach of the selling
restrictions set out in this section headed "Part B - General selling restrictions".
The timetable is indicative only and subject to change. The Issuer has the right, in its absolute discretion and without notice, to vary the timetable
(including by opening or closing the Offer early, accepting late applications, and extending the Closing Date).
If the Issuer changes any of the Opening Date and/or the Closing Date, the changes will be announced via NZX as soon as reasonably practicable.
If the Closing Date is extended, the Issue Date, the expected date of initial quotation and trading of the Green Bonds on the NZX Debt Market, the
Interest Payment Dates and the Maturity Date may also be extended. Any such changes will not affect the validity of any applications received.
The Issuer reserves the right to cancel the Offer and the issue of the Green Bonds. If this occurs any application monies received will be refunded
(without interest) as soon as practicable, and in any event within 5 Business Days of the Issuer announcing that the Offer has been cancelled.
ADDRESS DETAILS
Issuer
GMT Bond Issuer Limited
Level 2
18 Viaduct Harbour Avenue
Auckland
Toll free: 0800 000 656
Telephone: +64 9 375 6060
Arranger, Green Bond Co-ordinator and Joint Lead Manager
Westpac Banking Corporation
(ABN 33 007 457 141) (acting through its New Zealand branch)
Westpac on Takutai Square
Level 8, 16 Takutai Square
Auckland 1010
Phone: 0800 772 142
Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Phone: +64 9 488 8777
Joint Lead Managers
Craigs Investment Partners Limited
Level 32, Vero Centre
48 Shortland Street
Auckland 1010
Phone: 0800 226 263
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland Street
Auckland 1010
Phone: 0800 367 227
Jarden Securities Limited
Level 32, PwC Tower
15 Customs Street West
Auckland 1010
Phone: 0800 005 678