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GMT active year supports strong results

Full Year Results18 May 2022GNZReal Estate

1


nzx release+

GMT active year supports strong results

Date 19 May 2022

Release Immediate

Goodman (NZ) Limited, the manager of Goodman Property Trust (GMT or Trust) is

pleased to announce the Trust’s financial results for the year ended 31 March 2022.

GMT is benefiting from a growing digital economy and sustained demand for warehouse

and logistics space close to consumers.

Financial and other highlights include:

+ Statutory profit of $763.8 million before tax (including fair value gains of $660.4 million

from property valuations), up 17.7% on FY21

+ 22.6% increase in net tangible assets, from 212.5 cents per unit at 31 March 2021, to

260.6 cents per unit at 31 March 2022

+ Operating earnings

1

of $118.3 million before tax, an increase of 3.0% from FY21.

+ Cash earnings

2

of 6.66 cents per unit and cash distributions of 5.50 cents per unit,

reflecting a payout ratio of 82.6%

+ New capital management initiatives, with further wholesale bond issuance and the

launch of a Sustainable Finance Framework supporting GMT’s first green bond issue in

April 2022

+ Substantial balance sheet capacity, with a loan to value ratio

3

of 21.3% at 31 March

2022

+ A heightened level of development activity with $300.2 million of new projects and

$426.0 million of work in progress (total project cost)

+ $299.9 million of complementary acquisitions

4

, with the purchase of properties in

Albany, Māngere, Mt Wellington, Ōtāhuhu and Penrose

+ Over 265,000 sqm of new leasing (around 25% of the portfolio), with an average

occupancy rate across the portfolio of 99.4% during the year.

RESULT OVERVIEW

Significant new leasing, high occupancy levels, continued rental growth, new development

commitments and complementary acquisitions have all contributed to the Trust’s strong

operating performance and record statutory profit.

Keith Smith, Chairman of Goodman (NZ) Limited said, “The underlying strength of our

operating results has reinforced the value of an investment strategy focused on urban

logistics in the Auckland industrial market.”


The Trust’s $4.8 billion property portfolio provides essential business infrastructure for its

220+ customers, facilitating the efficient storage and distribution of goods and materials.


1

Operating earnings is a non-GAAP financial measure included to provide an assessment of the performance of GMT’s

principal operating activities. Calculation of operating earnings are as set out in GMT’s Profit or Loss statement.


2

Cash earnings is a non-GAAP financial measure that assesses underlying cashflows, on a per unit basis, after adjusting

for certain items. The calculation is set out on page 48 of GMT’s Annual Report 2022.

3

Loan to value ratio is a non-GAAP financial measure used to assess the strength of GMT’s balance sheet. The calculation

is set out in note 2.6 of GMT’s financial statements.

4

Includes post balance date property acquisition.

2

Chief Executive Officer, John Dakin said, “The pandemic has accelerated the key

structural changes that are driving demand for urban logistics space. The expansion in e-

commerce is a positive trend for the Trust with customers extending their business

operations to incorporate the growth in online retail.”

With average occupancy of 99.4% the portfolio is effectively at capacity.

The positive demand dynamic is also being reflected in an increased level of development

activity, with five new projects commencing in the last 12 months.

John Dakin said, “While the pandemic and other downside risks are likely to constrain

economic activity over the short to medium term, the quality and scale of the portfolio,

together with low gearing and a focused investment strategy, give us confidence about the

year ahead.”

Guidance for FY23 includes a 4% increase in cash earnings to around 6.9 cpu, with a 7%

increase in cash distributions to approximately 5.9 cpu.

Keith Smith said, “Recognising that the world is changing rapidly, and that today’s

economic outlook is more uncertain than 12 months ago, our guidance is subject to there

being no material adverse changes in market conditions or other unforeseen events.”

Further information is provided in the GMT and GMT Bond Issuer Limited Annual Report

2022. A copy of the report, which was released today, has been provided to the NZX and

is available online at www.goodmanreport.co.nz.

PORTFOLIO PERFORMANCE

John Dakin said, “The strength of the current leasing market reflects a growing digital

economy and while the longer-term economic impacts of COVID-19 are uncertain, the

majority of our customers have adapted to the new operating environment.”

The demand for space is also being reflected in the $300.2 million of new development

projects announced during the year. The largest of the projects are a supersite facility for

Mainfreight at Favona Road, Māngere and a parcel processing facility for NZ Post at Bush

Road, Albany.

It adds to the work in progress, with seven active projects ($426.0 million total project cost)

at 31 March 2022.

John Dakin said, “Around 98% pre-committed, the current development workbook will add

almost 100,000 sqm of net lettable area to the portfolio. These new warehouse and

logistics facilities are expected to generate over $21 million in annual rental income once

complete.”

LOWER CARBON FOOTPRINT

To ensure its new facilities are industry leading, the Trust is targeting a 5 Green Star Built

rating for all current and future projects.

John Dakin said, “A greater awareness around climate change and wellbeing is driving

customers to seek out more energy efficient and sustainable solutions when considering

their future property requirements.”

GMT is working to reduce carbon emissions across the whole property lifecycle. Those

emissions that cannot be reduced, including the embodied carbon within all new

developments, are being offset with a combination of New Zealand and internationally

sourced carbon credits.

The positive impact of ongoing carbon reduction and management projects has also been

reflected in lower emissions and an improved climate score from CDP, the global

disclosure system for environmental reporting, this year.

Keith Smith said, “The CDP rating of B and the ongoing assurance provided by Toitū

carbonzero certification for our business operations show we are making positive and

credible progress toward our 2025 emission reduction targets.”

3

SECURING A FUTURE PIPELINE

The Trust made five acquisitions during the year, including 34 hectares of land adjoining

the Villa Maria Winery in Mangere, totalling $250.6 million.

John Dakin said, “With the remaining development land at Highbrook now fully allocated,

we’re increasing our investment in strategic locations to accommodate future demand.”

The Trust has confirmed another new purchase today, acquiring the Sleepyhead

manufacturing facility at 41-71 Great South Road in Ōtāhuhu for $49.35 million. The four

hectare property, which is expected to settle later this month, is a medium term

redevelopment opportunity.

With a combination of greenfield and brownfield sites within the portfolio, GMT’s future

development pipeline is estimated to total over 400,000 sqm of urban logistics space.

SUSTAINABLE INVESTMENT

A well-capitalised balance sheet has enabled the Trust to grow sustainably.

Keith Smith said, “We have continued to be successful by remaining agile, embracing

opportunities and making positive changes to the business. These changes have included

new sustainability and capital management initiatives that are focused on the long term.”

The successful issue of a $200 million six year wholesale bond in December 2021 and the

launch of a Sustainable Finance Framework in March 2022 have strengthened the Trust

and added greater financial flexibility.

Keith Smith said, “The new framework supports investment in sustainable assets through

the issue of green bonds and bank debt. Aligning new funding with positive environmental

outcomes through the development of 5 Green Star rated properties is another step in the

creation of a sustainable business focused on long term value creation.”

The first issue of $150 million of five-year green bonds was completed on 14 April 2022,

following GMT’s financial year end.

KEEPING TO OUR STRATEGY

GMT has continued to demonstrate that it is a robust and resilient property business,

delivering a strong operating performance while adapting to the ongoing challenges of

COVID-19.

A high-quality portfolio focused on urban logistics has positioned the Trust to benefit from

the structural trends that are driving demand for distribution facilities close to consumers.

New capital and investment initiatives, complemented by a greater focus on low-carbon

property solutions, have further strengthened the business, and are expected to support

sustainable long-term growth.

For additional information please contact:

John Dakin Keith Smith

Chief Executive Officer Chair

Goodman (NZ) Limited Goodman (NZ) Limited

(021) 321 541 (021) 920 659


Andy Eakin James Spence

Chief Financial Officer Director Investment Management

Goodman (NZ) Limited Goodman (NZ) Limited

(021) 305 316 (021) 538 934

Attachments provided to NZX:

1. Goodman Property Trust and GMT Bond Issuer Limited Annual Report 2022

2. GMT’s 2022 Result Presentation

3. NZX Result Announcement

4


About Goodman Property Trust:

GMT is an externally managed unit trust, listed on the NZX. It has a market capitalisation of around $2.9 billion, ranking it in

the top 20 of all listed investment vehicles. The Trust is New Zealand’s leading warehouse and logistics space provider. It

has a substantial property portfolio, with a value of $4.8 billion at 31 March 2022. The Trust also holds an investment grade

credit rating of BBB from S&P Global Ratings.


The Manager of the Trust is Goodman (NZ) Limited, a subsidiary of the ASX listed Goodman Group. Goodman Group is a

A$68.7 billion specialist global manager of warehouse and logistics real estate

---

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
ESSENTIAL

INFRASTRUCTURE

GOODMAN PROPERTY TRUST |ANNUAL RESULT 2022

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022GOODMAN PROPERTY TRUST| ANNUAL RESULT 2022
OVERVIEW

03

PRESENTED BY:

JOHN DAKIN Chief Executive Officer

ANDY EAKIN Chief Financial Officer

JAMES SPENCE Director – Investment Management

CONTENTS

SUSTAINABILITY

06

FINANCIAL RESULT

08

CAPITAL MANAGEMENT

13

INVESTMENT

PORTFOLIO

17

DEVELOPMENT

PROGRAMME

24

SUMMARY

& OUTLOOK

28

Unless otherwise indicated, all numerical data provided in this presentation is stated as at 31 March 2022. All dollar valuesare NZD unless

otherwise stated. All figures are rounded. Non-GAAP financial measures may not be consistent with their calculation by other similar entities.

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
OVERVIEW

3

Dicker Data, M20 Business Park

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
ADAPTING AND THRIVING

IN THE NEW NORMAL

A rapidly growing digital economy is one of the key structural trends driving customer demand for urban logistics space

+E-commerce has become an important demand driver for well-located distribution facilities in large consumer markets globally, with consumers

continuing to seek faster and more flexible delivery.

+Many of GMT’s occupiers are looking to improve, expand and update distribution networks to keep up with changes in consumer preferences

and demand, with significant increases in investment in technology and product handling systems to optimise delivery and absorb cost and time

+Higher inventory levels are required due to disruptions in global supply chains, creating requirements for additional space

Goodman is at the forefront of these structural changes, providing essential supply chain infrastructure that links producerswith

business, and business with consumers

+The deliberate positioning of our portfolio and focus on infill locations within Auckland is driving increased development activ ity, more valuable

projects, rental growth and in turn strong underlying cashflows

Goodman remains focused on long term total returns

+A sustainable capital structure, that features low gearing and a diverse range of funding sources, provides GMT with the financial resilience to

withstand market disruptions

4

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
1

Excludes paused developments

2

Includes post balance date acquisition of Sleepyhead, Ōtāhuhu

PORTFOLIO

+Portfolio occupancy of 99.4%, WALE of 6.3 years, following 268,042 sqm of stabilised leasing during the period

+Underlying like for like NPI growth of 5.1% for the year

+$660.4 million revaluation contributing to an ungeared property portfolio return of 20.1%

+$426.0 million of development work in progress

1

, including 35,452 sqm for NZ Post and 35,860 sqm for Mainfreight

+$300 million of value-add properties acquired

2

5

CAPITAL MANAGEMENT

+$523 million in available liquidity, providing significant investment capacity

+Year end gearing of 21.3%, with committed gearing of 25.8%

1,2

FY22 RESULT

+Profit before tax of $763.8 million

+22.6% increase in net tangible assets from 212.5 cputo 260.6 cpu

+Cash earnings of $93.1 million, representing 6.66 cpu, up 6.1% on FY21

+Distributions of 5.50 cpu, reflecting a payoutratio of 82.6%

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
SUSTAINABILITY

6

M20 Business Park –including one of the two DC fast chargers installed within the portfolio in 2022

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
PMA, Highbrook Business Park, solar panels installed on existing property

M20 Business Park –Rainwater harvesting

HIGHLIGHTS

+To i t ūcarbonzerocertified operations for FY22; 50% lower emissions than FY20 base

+Improved CDP climate score of B

+Sustainable Finance Framework established; inaugural issue of $150 million of green bonds

PORTFOLIO 2025 TARGETS

+100% of core portfolio upgraded to LED lighting

+All R22 refrigerants replaced with low emission alternatives

+NABERSNZ ratings for eligible Highbrook office buildings

DEVELOPMENT

+Repurposing brownfield sites, close to consumers and key transport infrastructure

+Reducing waste to landfill by recycling construction and demolition waste

+All new developments targeting 5 Green Star Built rating

+Embodied carbon on completed developments offset; FY22 - 3,241 tCO2e

+Biodiversity enhanced through urban ngahereat Highbrook and Roma Road estates

featuring over 10,700 native specimens in early FY23

SUSTAINABILITY

7

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
FINANCIAL RESULT

8

Mainfreight, Savill Link

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022

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 Profit or Loss statement.

2

LVR is a non-GAAP financial measure that assesses GMT’s level of gearing. Refer to note2.6 of GMT’s Financial Statements for thecalculation.

3

Total return represents increase in net tangible assets per unit plus distributions paid per unit for the year

4

Cash earnings is a non-GAAP financial measure that assesses underlying operating cashflows, on a per unit basis, after adjustingfor borrowing costs and Manager’s base fee capitalised to land, expenditure related to building maintenance and to reverse straight line rental adjustments

5

Weighted average debt term is calculated on drawn debt assuming bank debt is drawn from the longest dated facility available

FINANCIAL HIGHLIGHTS

$763.8m

PROFIT BEFORE TAX

$118.3m

OPERATING EARNINGS BEFORE TAX

1

260.6 cpu

NET TANGIBLE ASSET BACKING

21.3%

LOAN TO VALUE RATIO

2

25.2%

TOTAL RETURN

3

6.66 cpu

CASH EARNINGS

4

4.6 years

WEIGHTED AVERAGE DEBT TERM

5

5.50 cpu

FY22 DISTRIBUTION

Highbrook Business Park

9

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
1

Other includes vacancy, COVID-19 impact, additional income, straight line rents and fitout rent

2

Net rental income on underlying portfolio, adjusted to remove vacancy, straight line rent adjustments and fitout rents

157.1

+1.4

+3.5

+5.2

-4.5

-1.5

153.0

142.0

147.0

152.0

157.0

162.0

FY21RedevelopmentsAcquisitionsDevelopmentsUnderlying portfolioOtherFY22

$m

NET PROPERTY INCOME BRIDGE

NET PROPERTY INCOME

+ Income from acquisitions and

developments, in addition to like-

for-like rental growth, has offset

the impact of value-add assets

being taken off-line for

redevelopment

+ Underlying like-for-like rental

growth of 5.1% for the period

2

10

1

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
FY22FY21% change

Operating earnings before tax

1

118.3114.9

3.0%

Tax on operating earnings(19.0)(19.5)

(2.6%)

Operating earnings after tax99.395.4

4.1%

Straight line rent adjustments(0.3)(1.7)

(82.4%)

Capitalised borrowing costs – land(1.6)(2.3)

(30.4%)

Capitalised management fees – land(0.2)(0.2)

-

Maintenance capex(4.1)(3.8)

7.9%

Cash earnings

2,3

93.187.4

6.5%

Cash earnings per unit

2,3

6.66 cpu6.28 cpu

6.1%

Distribution per unit5.50 cpu5.30 cpu

3.8%

Distribution % cash earnings82.6%84.4%

(2.1%)

CASH EARNINGS

11

CASH EARNINGS CALCULATION

+ FY22 cash earnings of 6.66 cents per unit, a 6.1% increase

on FY21

2,3

+ Distributions of 5.50 cents per unit for the period represent

82.6% of cash earnings, within distribution policy of 80-90%

of cash earnings

+ $19.4 million of total capex spent on stabilised portfolio in

FY22, of which $4.1 million was maintenance capex

+ FY23 cash earnings expected to increase by 4% to around

6.9 cents per unit

−FY23 distributions expected to be 5.9 cents per unit,

representing a payoutratio of 85% and 7% growth from

FY22

+ Effective tax rate of 16.1%, FY23 expected to be consistent

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 Profit or Loss statement.

2

Cash earnings is a non-GAAP financial measure that assesses underlying operating cashflows, on a per unit basis, after adjustingfor borrowing costs and Manager’s base fee capitalised to land, expenditure related to building maintenance and to reverse straight line rental adjustments

3

FY21 cash earnings restated from 6.40 cputo 6.28 cpuconsistent with new cash earnings definition which removes straight line rent adjustments

$m

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
1

Excludes paused developments: Highbrook Building 7 and Highbrook Carpark

CAPITAL GROWTH

260.6

+45.3

+1.9

+0.9

212.5

160

180

200

220

240

260

280

31-Mar-21Revaluation - StabilisedRevaluation - Investment

property under

development

Other31-Mar-22

cents per unit

NET TANGIBLE ASSETS

+ NTA increased 48.1 cents per unit or 22.6%

for the year to 260.6 cents per unit

+ 16.1% increase in portfolio value main

contributor

+ $27.0 million revaluation gain from

developments completed in the year

+ Current NTA does not include any potential

valuation gain on $426.0 million of

development work in progress

1

+ GMT’s strong relative outperformance

compared to its listed peers in FY22 resulted

in a $15.7 million performance fee

12

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
CAPITAL MANAGEMENT

13

Gateway warehouses, Highbrook Business Park

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
1

Excludes paused developments

2

Includes post balance date acquisition of Sleepyhead, Ōtāhuhu

21.3%

25.8%

-2.8%

-0.4%

+4.3%

+1.0%

+3.6%

+0.9%

19.2%

0%

10%

20%

30%

40%

50%

31-Mar-21AcquisitionsDevelopments

including

revaluation

Stabilised

revaluation

Other31-Mar-22Committed

developments

Committed

acquisitions

31-Mar-22

Committed

LVR

GEARING

%

LOAN TO VALUE RATIO

+ Gearing within preferred range of 20-30%

and significantly below covenant

maximum of 50%

+ LVR of 21.3% at 31 March 2022 with fully

committed LVR of 25.8%

1,2

+ Committed developments complete over

periods to FY25

+ Balance sheet strength provides:

−Capacity for acquisitions

−Capacity for investment in

development pipeline, and

−Resilience in the event of a decline in

asset values

14

Covenant maximum

Preferred range

21

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
1

Includes post balance date $150 million green bond issuance

2

Post FY22 balance date

$m

MATURITY PROFILE

1

MANAGING FUNDING RISK

+ Liquidity and diversity of funding extended through capital

management initiatives:

−$200 million, six-year wholesale bond issuance, 3.656%

fixed

−extension of total bank facilities from $400 million to

$670 million

−inaugural $150 million, five-year green bond issue,

4.74% fixed

2

+ $523 million of available liquidity at 31 March 2022, with a

further $150 million added post balance date

15

31-Mar-2231-Mar-21

Non-bank funding (drawn)85%92%

Available liquidity$523 million$339 million

Weighted average debt term (drawn)4.6 years5.2 years

LVR covenant (<50%)22.3%20.1%

FUNDING METRICS

100

160

130 130

150

100

100

100

200

50

150

56

52

52

150

FY23FY24FY25FY26FY27FY28FY29FY30FY31

Bank facilitiesRetail bondsWholesale bondsUSPP notesGreen bonds

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
%

HEDGING PROFILE

MANAGING INTEREST RATE RISK

+ High level of hedging provides protection in a rising

interest rate environment

+ Weighted average debt cost reduced to 3.2%, FY23

expected to be 3.8%

16

31-Mar-2231-Mar-21

12 month forward hedging level70%85%

Weighted average debt cost3.2%3.7%

ICR covenant (>2.0x)5.3x5.3x

BORROWING METRICS

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Y1Y2Y3Y4Y5

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
NZ Post, Highbrook Business Park

INVESTMENT PORTFOLIO

17

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
Acquisition of Sleepyhead,

Ōtāhuhu further enhances

GMT’s redevelopment pipeline,

providing another strong last

mile option for ourcustomers.

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022

NEW ACQUISITION

$49.35m

PURCHASE PRICE

4.0 ha

LAND AREA

Acquisition unconditionally contracted post FY22 balance date.

18

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
Portfolio footprint further enhanced

through $300 million of infill investments

1

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022

1

Includes post balance date acquisition of Sleepyhead

2

Total stabilised office and warehouse area

3

Includes leased developments

■EXISTING ESTATES

■ACQUIRED

PROPERTY PORTFOLIO

$4.8bn

PROPERTY PORTFOLIO

1.1m sqm

NET LETTABLE AREA

2

9 9.4%

OCCUPANCY

6.3 years

WALE

3

19

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022

1

Proportion of FY22 expiring income retained (excluding leases on redevelopment sites)

2

Weighted average warehouse rate of leases completed in 2H22. 1H22 comparable rate $133 psm

STABILISED PORTFOLIO LEASING

268,042 sqm

LEASED IN FY22

2.5 months

AVERAGE LEASE UP PERIOD

11.4%

PASSING RENTAL GROWTH

77%

RETENTION

1

$139 psm

CORE PORTFOLIO AVERAGE WAREHOUSE RATE

2

2 .4%

AVERAGE INCENTIVE

4.2 years

AVERAGE NEW LEASE TERM

Highbrook Business Park

20

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
1

Portfolio return for the year ended 31 March 2022 taking into account net property income and revaluations on stabilised property and investment property under development

VALUATION SUMMARY

PROPERTY RETURNS

+ $660.4 million revaluation contributing 16.1% to

an ungeared property portfolio return of 20.1%

1

+ ~90% of GMT’s second half revaluation driven

by leasing and market related factors excluding

cap rate compression

21

PROPERTY RETURNS

Valuation $mCap rateInitial yieldWALE yearsOccupancyNet lettable area sqm

Highbrook Business Park2,283.34.0%3.8%6.099.6%469,684

Savill Link566.44.0%3.8%5.0100%143,887

M20 Business Park460.64.4%4.3%4.499.8%121,399

The Gate Industry Park413.74.1%3.9%3.6100%100,307

WestneyIndustry Park210.44.8%9.7%6.698.4%113,520

Value-add estates556.24.8%3.8%3.697.8%125,180

Total stabilised properties4,490.64.2%4.0%5.399.4%1,073,978

Work-in-progress200.8

Land81.8

Total investment portfolio4,773.2

16.1%4.0%20.1%

Capital returnIncome return

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
1

Net rental income growth on underlying portfolio between FY21 – FY22, adjusted to remove vacancy, straight line rent adjustmentsand fitout rents

2

Assessed by management as at 31 Mach 2022 on a face rent basis with passing rent compared to market rent

3

Rental uplifts due to occur in FY23 on new leases and renewals agreed in prior periods

Fixed 51%

CPI 12%

Pre-agreed rental uplift 11%

Market 4%

Expiry 10%

Currently Vacant 0.6%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

FY23

Average increase -2.8%

~$25.5m of annual income

Average increase -10.7%

3

Average term since last

review - 1.4 years

RENTAL PROFILE

22

FY23 PORTFOLIO REVIEW PROFILE

% of portfolio income

10-YEAR LEASE EXPIRY PROFILE

% of portfolio income

0%

5%

10%

15%

20%

25%

30%

35%

FY22 FY23 FY24 FY25 FY26 FY27 FY28 FY29 FY30 FY31 FY31<

Value AddCoreVacant

+ Underlying like-for-like rental growth of 5.1%

1

+ Core portfolio assessed to be ~10% under-rented($17.9 million)

2

+ Average rental increase of 10.7% on new leases and renewals

commencing in FY23 that were agreed in FY22

+ Approximately 14% of portfolio is subject to market review

or expiry during FY23

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
1

Includes leased developments

CUSTOMER BASE

0k25k50k75k100k125k150k175k

Steel & Tube Holdings Limited

Coda Services LP

Turners & Growers Fresh Limited

Linfox Logistics (NZ) Ltd

NZ National Logistics Limited

Freightways Limited

OfficeMax New Zealand Limited

DHL Limited

Mainfreight Limited

New Zealand Post Limited

Stabilised NLA (sqm)Development NLA (sqm)

%of

income

2%

2%

2%

2%

2%

2%

3%

4%

5%

13%

TOP 10 CUSTOMERS

1

+ 226 customers across 169 buildings, with 75% focused

on warehousing or distribution

+ Top 10 customers accounting for 36% of portfolio income

23

INDUSTRY EXPOSURE

% of portfolio income

% of portfolio, including subsidiary companies

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
DEVELOPMENT PROGRAMME

24

Roma Road

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
WORK IN PROGRESS

25

$426.0m

TOTAL PROJECT COST

86%

PROPORTION WITH

EXISTING CUSTOMERS

15.9 years

WALE

99,741 sqm

NET LETTABLE AREA

5.0%

YIELD ON COST

72%

BROWNFIELD

REDEVELOPMENT PROJECTS

Dicker Data, M20 Business Park

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
Estate

Lettable area

(sqm)

Expected

completion date

Leased

Roma Road17,700Mar-23100%

Highbrook Business Park28,429Apr-2391%

FavonaRoad35,860Jun-23100%

NZ Post Albany17,752Jun-24100%

Total work in progress99,74198%

CURRENT DEVELOPMENT PROGRAMME

26

WORK IN PROGRESS SUMMARY

+ Completed three developments in FY22

across 9,773 sqm of NLA

+ Current development programme consists

of 99,741 sqm with a total project cost of

$426.0 million and yield on cost of 5.0%

+ GMT continuously manages exposure to

build-to-lease development, which

equates to just 0.2% of total portfolio

+ The previously announced office and

carpark project at Highbrook Business

Park has been paused. With a longer

lead time, the build-to-lease development

will commence when construction market

conditions and office occupier demand are

better aligned

Lettable area

(sqm)

Currently under construction99,741

Uncommitted build-to-lease1,915

GMT portfolio1,073,978

Exposure0.2%

LEASING EXPOSURE

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
CONSTRUCTION ENVIRONMENT

27

+ Construction pricing remains elevated due to pressures on

labour, materials and timing

+ Our expectations are for a continuation of this

environment, at least for the balance of this calendar year

+ With a substantial volume of work in progress, our

experienced in house development team continually

assesses and manages construction environment risks

such as rising costs, material and labour shortages and

contractor solvency. This can include adapting

procurement methods to ensure longer lead time products

are ordered well in advance, and allowing for additional

contingency within projects

Riverside warehouses under construction, Highbrook Business Park

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
SUMMARY & OUTLOOK

28

M20 Business Park

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
FUTURE PATHWAY

Macro environment

+The business environment is changing, with increased interest rates, inflation, geopolitical risks and the ongoing impacts ofthe pandemic, however, the long-term structural

drivers of demand have not changed

+Demographic changes, regional growth, and the rapid expansion of online retailing have all contributed to the unprecedented level of demand for well-located and

operationally efficient urban logistics space across Auckland

Logistics and warehousing

+Tight supply, outweighed by persistent demand, continues to support leasing across our stabilised portfolio and developments with high occupancy

+Our customers continue to be focused on optimising their delivery networks to improve efficiency and timeliness

Our focus is on providing our customers with sustainable properties that will suit their needs over the long-term

+With just one greenfield development property in the portfolio and limited acquisition opportunities, the Trust is increasingly focused on the redevelopment of its non-core

assets

+As a leading real estate investment vehicle, our focus is on the built environment and the delivery of sustainable property solutions that help our customers thrive. We are

working closely with these businesses and other stakeholders to decarbonise, to mitigate climate risk and to boost biodiversity.

FY23 guidance

+GMT’s capital position remains sound and is forecast to produce strong underlying growth in cashflows

−FY23 cash earnings expected to be around 6.9 cpu, up 4% on FY22

−Distributions of 5.9 cpu, a 7% increase on FY22, providing for a payoutratio of 85%

29

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
QUESTIONS

30

Highbrook Business Park

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
THANK

YOU

31

DISCLAIMER

The information and opinions in this presentation were prepared by Goodman (NZ) Limited on behalf of Goodman Property Trust or one of its subsidiaries (GMT).

GMT makes no representation or warranty as to the accuracy or completeness of the information in this presentation. Opinions including estimates and projections in this presentation constitute the current judgment of

GMT as at the date of this presentation and are subject to change without notice.

Such opinions are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties andother factors, many of which are beyond GMT’s control, and which may cause actual

results to differ materially from those expressed in this presentation. GMT undertakes no obligation to update any information or opinions whether as a result of new information, future events or otherwise.

This presentation is provided for information purposes only. No contract or other legal obligations shall arise between GMT and any recipient of this presentation. Neither GMT, nor any of the Goodman (NZ) Limited

Board members, officers, employees, advisers or other representatives will be liable (in contract or tort, including negligence,or otherwise) for any direct or indirect damage, loss or cost (including legal costs) incurred or

suffered by any recipient of this presentation or other person in connection with this presentation.

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
APPENDIX

32

Highbrook Business Park

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
DevelopmentEstate

Lettable area

sqm

Completion dateLeased

NZ BloodHighbrook Business Park3,290Sep-22100%

Riverside WarehousesHighbrook Business Park8,100Nov-22100%

Stanley Black & DeckerHighbrook Business Park9,174Jan-23100%

NZ PostRoma Road17,700Mar-23100%

North Point WarehousesHighbrook Business Park7,865Apr-2369%

MainfreightFavona Road35,860Jun-23100%

NZ Post AlbanyBush Road17,752Jun-24100%

Total active work in progress99,74198%

PAUSED DEVELOPMENTS

Crossing Carpark Stage 2Highbrook Business Park372 carparks

Building 7Highbrook Business Park3,909

Total paused3,909

WORK IN PROGRESS

33

WORK IN PROGRESS

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
PROFIT OR LOSS

34

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
BALANCE SHEET

35

GOODMAN PROPERTY TRUST | ANNUAL RESULT 2022
CASH FLOWS

36

---

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 Result Announcement


Results for announcement to the market

Name of issuer Goodman Property Trust (“GMT”)

Reporting Period 12 months to 31 March 2022

Previous Reporting Period 12 months to 31 March 2021

Currency New Zealand dollars

Amount (000s) Percentage change

Revenue from continuing operations $187,800 3.2%

Total Revenue $187,800 3.2%

Net profit/(loss) from continuing operations $748,600 18.5%

Total net profit/(loss) $748,600 18.5%

Dividend

Amount per Quoted Equity Security $0.01375000

Imputed amount per Quoted Equity Security $0.00182231

Record Date 26 May 2022

Dividend Payment Date 9 June 2022

Current period Prior comparable

period

Net tangible assets per Quoted Equity

Security

$2.606 $2.125

A brief explanation of any of the figures

above necessary to enable the figures to be

understood

-

Authority for this announcement

Name of person


authorised to make this

announcement

Andy Eakin

Contact person for this announcement Andy Eakin

Contact phone number (021) 305 316

Contact email address andy.eakin@goodman.com

Date of release through MAP


19 May 2022

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

Note

This announcement is extracted from the annual financial statements of Goodman Property

Trust. A copy of the annual financial statements together with the independent auditor’s report

on the annual financial statements is attached to this announcement.

---

GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022
ESSENTIAL

INFRASTRUCTURE

This document comprises the Annual Reports of
Goodman Property Trust and

GMT Bond Issuer Limited for the year ended 31 March 2022 and contains the information required to be disclosed pursuant to the NZX Listing Rules.

CONTENTS

SUSTAINABLE BUSINESS 2

Own+Develop+Manage 2

YEAR IN REVIEW 4

Financial highlights 5

Adapting to a changing market – Chair’s report 7

Future pathway – Management report 11

OUR ASSETS 16

Industry exposure 18

Customer weighting 19

Urban logistics 20

SUSTAINABILITY REPORT 24

Our approach to sustainability 25

Our sustainability framework 26

Sustainable properties 28

People and culture 32

Corporate performance 36

Goodman Foundation 39

GRI index 44

FINANCIAL RESULTS 46

Financial summary 47

Goodman Property Trust

Financial Statements 51

GMT Bond Issuer Limited

Financial Statements 91

OTHER INFORMATION 105

Corporate governance 106

Board of Directors 114

Management team 115

Investor relations 116

Glossary 118

Business directory 119


A rapidly growing digital economy is one of

the key structural trends driving customer

demand for well-located urban logistics space.

Goodman is at the forefront of these

changes providing the essential supply chain

infrastructure that links producers with

business, and business with consumers.

1

SUSTAINABLE
BUSINESS

Goodman is a global

industrial property specialist,

with a business model

focused on its customers’

current and future needs.


Own+Develop+Manage

We own and maintain high-quality

properties close to consumers.

We develop sustainable properties and

our dedicated local teams take care

of all aspects of property asset and

investment management, ensuring a

high level of customer service.

2GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

Proudly managed
by Goodman, GMT

is New Zealand’s

largest listed real

estate entity. It is a

high-quality business

with a substantial

portfolio, a wide

customer base and

a proven development

capability.

Highbrook Business Park, East Tāmaki

3

GMT is benefiting from
a rapidly growing digital

economy and sustained

demand for warehouse

and logistics space.Highbrook Business Park

YEAR IN

REVIEW

LOAN TO VALUE RATIO

20% to 30% preferred range

21.3%

PROFIT BEFORE TAX

17.7% increase

$763.8m

PORTFOLIO REVALUATION

16.1% increase in value

$660.4m

NET TANGIBLE ASSET BACKING

22.6% increase

260.6 cpu

4GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

5 YEARS
4 YEARS

3 YEARS

2 YEARS

 YEAR

7. 8

8.8

4.

7. 8

7. 3

TOTAL UNITHOLDER RETURN %

Annualised to 31 March 2022

New capital and investment initiatives,

complemented by sustainable

development solutions have

further strengthened the business.

1

The issue of $150 million of five-year green bonds was

completed on 14 April 2022, following GMT’s financial year end.

3.8% increase

CASH DISTRIBUTIONS

82.6% of cash earnings

$350m

NEW DEBT ISSUES

1

Wholesale and green bonds

5

Highbrook Business Park
Our strategic focus

and commitment to

delivering profitable and

sustainable outcomes

for our stakeholders has

underpinned a year of

notable achievements.

6GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

The underlying strength of
GMT’s recent operating results

has reinforced the value of an

investment strategy focused on

urban logistics in the Auckland

industrial market.

The continued execution of this strategy, in a

period that has included further disruption from

the COVID-19 pandemic, has been supported

by a growing digital economy and increased

customer demand for warehouse and logistics

space close to consumers.

We have continued to be successful by

remaining agile, embracing opportunities and

making positive changes to the business.

These changes have included new sustainability

and capital management initiatives that are

focused on the long term.

A NEW OPERATING ENVIRONMENT

Strategies to deal with the disruption of

COVID-19 have evolved over the last 12 months

as the threat from the virus has changed.

New technologies and agile work practices have

enabled our people to continue working through

Alert Level and Traffic Light restrictions, while

new health and safety measures have protected

their wellbeing. These precautions have also

applied to our worksites and governed our

interactions with customers, contractors, and

other stakeholders.

The wider response to the pandemic has also

accelerated some of the key structural changes

that are driving demand for urban logistics space.

The continued expansion of e-commerce is

a positive trend for the Trust with customers

adapting their business operations to incorporate

the growth in online retail.

GMT’s $4.8 billion property portfolio provides

essential business infrastructure for these

companies, facilitating the efficient storage

and distribution of goods and materials.

While the longer-term economic impacts of

COVID-19 are uncertain, the majority of the

Trust’s customers have adapted to the new

normal. New leasing and development enquiries

remain steady and, with the portfolio at capacity,

GMT’s substantial rental cashflows are contracted

well into the future.

ADAPTING TO A

CHANGING MARKET

CHAIR'S REPORT

Keith Smith – Chair and Independent Director

7

DELIVERING RESULTS
This year’s statutory profit of $763.8 million

before tax was 17.7% higher than the

$648.9 million recorded in FY21. A portfolio

revaluation of 16.1% contributed $660.4 million

to the profit, compared with $560 million in

the previous year.

The increase in value reflects a combination

of strong property market fundamentals and

increased investor demand for high-quality

Auckland industrial assets, particularly in the

first six months of FY22.

High occupancy levels, positive leasing results,

new development completions and strategic

acquisitions have all contributed to a 3.0%

increase in operating earnings before tax,

to $118.3 million.

With a total return around 8% above its

benchmark of listed peers, GMT’s investment

performance has resulted in the Manager earning

a performance fee this year. The $15.7 million

fee is excluded from operating earnings as it is

expected to be used to subscribe for new units

in the Trust.

Cash distributions totalling 5.50 cents per unit,

representing 82.6% of GMT’s cash earnings,

have been declared for the year.

Guidance for FY23 includes cash earnings of

around 6.9 cents per unit and cash distributions

of approximately 5.9 cents per unit, a 7% increase

from F Y22.

Recognising that the world is changing rapidly, and

that today’s economic outlook is more uncertain

than 12 months ago, this guidance is subject to

there being no material adverse changes in market

conditions or other unforeseen events.

TAKING A LONG-TERM VIEW

A sustainable capital structure, which features

low gearing and a diverse range of funding

sources, provides GMT with the financial

resilience to withstand market disruptions and

a more challenging operating environment.

The strong liquidity position has also enabled

the Trust to secure new investment and

development opportunities during the year.

The successful issue of a $200 million six-year

wholesale bond in December 2021 and the

launch of a Sustainable Finance Framework

in March 2022 have strengthened the Trust

and added greater financial flexibility.

FY22763.8

FY2648.9

FY20284.4

FY9334.8

FY8207.2

PROFIT BEFORE TAX

$m

Dicker Data, M20 Business Park, Manukau

8GOODMAN PROPERTY TRUST ANNUAL REPORT 1211GMT BOND ISSUER LIMITED ANNUAL REPORT 1211

The new framework supports
investment in sustainable

assets through the issue

of green bonds and bank

debt. Aligning new funding

with positive environmental

outcomes is another step in

the creation of a sustainable

business focused on long

term value creation.

The first issue of $150 million of five-year

green bonds was completed on 14 April 2022,

following GMT’s financial year end.

LOWER CARBON FOOTPRINT

We have also continued to prioritise existing

carbon reduction and management projects.

These efforts have been reflected in lower

emissions and an improved climate score

from CDP, the global disclosure system for

environmental reporting.

The CDP rating of B and the assurance provided

by Toitū carbonzero certification for our business

operations show we are making positive and

credible progress toward our 2025 emission

reduction targets.

Our reporting has also been extended to

include voluntary disclosures on embodied

carbon within completed development projects.

It’s an area of real opportunity with lower

carbon materials and building systems being

developed to reduce the high level of emissions

generated by construction activity.

The purchase of New Zealand and internationally

sourced carbon credits to offset both operational

and development related emissions reinforces our

businesswide commitment to a low carbon future.

KEEPING TO OUR STRATEGY

GMT has continued to demonstrate that it is a

robust and resilient property business, delivering

a strong operating performance while adapting to

the ongoing challenges of COVID-19.

A high-quality portfolio focused on urban logistics

has positioned the Trust to benefit from the

structural trends that are driving demand for

distribution facilities close to consumers.

New capital and investment initiatives,

complemented by a greater focus on low-carbon

property solutions, have further strengthened the

business, and are expected to support sustainable

long-term growth.

On behalf of the Board, I sincerely thank our

customers and investors for their support

and all of the Goodman team for their efforts

and contribution over the last 12 months.

CHAIR’S REPORT — CONTINUED

Keith Smith – Chair and Independent Director

9

Mainfreight, Savill Link, Ōtāhuhu
With its urban logistics

portfolio strategically

located across

Auckland, GMT is

providing essential

infrastructure for

New Zealand’s rapidly

growing digital economy.

10GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

Greater customer demand
is being reflected in high

occupancy levels, sustained

rental growth and an

increased level of development

activity for the Trust. These

factors are driving GMT’s

operating performance and

contributing to strong growth

in asset values.

Focusing our investment strategy exclusively

on the Auckland industrial sector more than

five years ago recognised the emerging trends

and unique drivers that have since made this

New Zealand’s strongest performing commercial

real estate market. Demographic changes,

regional growth, and the rapid expansion of

online retailing have all contributed to the

unprecedented level of demand for well-located

and operationally efficient urban logistics space

across the city.

While the pandemic has brought challenges, it

has also accelerated the key structural trends

that are contributing to GMT’s strong results.

Highlights of the last 12 months include:

+Net property income of $157.1 million

and operating earnings before tax of

$118.3 million

+An average portfolio occupancy rate

of 99.4% over the year

+$300.2 million of new developments

adding to the $125.8 million of projects

already underway

+Acquisition of complementary properties

in Albany, Māngere, Mt Wellington and

Penrose for $250.6 million.

MAXIMISING PORTFOLIO

PERFORMANCE

There are over 220 customers that lease space

in the Trust’s 1.1 million sqm portfolio. Demand

from these businesses is at historically high levels,

with the Trust’s investment portfolio effectively

at capacity.

The strength of the current leasing market

reflects a growing digital economy and the

requirement for highly efficient warehouse and

logistics facilities close to consumers. This

trend is expected to continue, with Euromonitor

forecasting e-commerce sales growth for

New Zealand of 84% over the next five years.

Customers are adapting to the growing online

marketplace and demand for fulfilment services

in a variety of ways.

PORTFOLIO LEASING

268,042 sqm

COMPLEMENTARY ACQUISITIONS

1

$299.9m

AVERAGE OCCUPANCY RATE

9 9.4%

ACTIVE DEVELOPMENTS

$426.0m

FUTURE

PAT H WAY

MANAGEMENT REPORT

Andy Eakin – Chief Financial Officer (left)

John Dakin – Chief Executive Officer and Executive Director (right)

1

Includes post balance date property acquisitions.

11

Large freight and parcel delivery operators are
leasing additional facilities to accommodate

business growth, while some smaller customers

are now incorporating e-commerce functions

into existing warehouse operations.

Disruption in global supply chains is also

contributing to higher inventory levels, creating

additional demand for warehouse space.

Customers investing in automation and

warehouse management systems to improve the

efficiency of their facilities is another feature of

the highly constrained leasing market. It is also

reflective of growing inflationary pressures, with

an increasing number of customers seeking to

mitigate the impact of rising costs through better

space utilisation.

Around 25% of the portfolio (268,042 sqm)

was leased on new or revised terms since

31 March 2021, with customers renewing leases

early, committing to longer terms and paying a

rental premium for facilities in prime locations.

The strength of current customer demand is

reflected in the 5.1% growth in annual rentals,

on a like-for-like basis.

With the pandemic having a disproportionate

impact on some industries, not all customers

within the portfolio have been able to adapt

so easily.

We continue to stay close to these businesses,

supporting them through the challenges of the

current operating environment to the extent

we can.

DEVELOPING TO MEET DEMAND

GMT’s development programme has been an

important contributor to its growth, with around

90% of the core portfolio developed since 2004.

These new facilities have provided high-quality

property solutions for customers and generated

strong rental returns and investment gains for

the Trust.

The rapid growth in demand for urban logistics

space is also being reflected in a heightened level

of development activity, with $300.2 million of

new projects commencing during the year.

It adds to the current workbook, with seven

active projects at 31 March 2022. With a total

project cost of $426.0 million, the development

programme includes additional facilities for

Mainfreight and NZ Post, the Trust's largest

customers.

FY22300.2

FY232.0

FY2023.2

FY9



34.4

FY864.8

DEVELOPMENT COMMENCEMENTS

Total project cost $m

1

FY19 development commencements restated to reflect pausing of 10,000 sqm build-to-lease project at Highbrook Business

Park in 2020. Project recommenced in FY22 as a 9,174 sqm design-build facility.

NZ Post, Highbrook Business Park

12GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

Around 98% pre-committed,
the current development

workbook will add almost

100,000 sqm of net lettable

area to the portfolio. These

new warehouse and logistics

facilities are expected to

generate $21.1 million in annual

rental income once complete.

SECURING A FUTURE PIPELINE

With the remaining development land at

Highbrook Business Park now fully allocated,

we’re increasing our investment in strategic

locations to accommodate customer demand.

The acquisition of 34 hectares of light industrial

zoned land in Māngere in August 2021 has

replenished the Trust’s landbank. Adjoining the

Villa Maria winery, and near the airport and

other freight and transport infrastructure, the

$75 million

1

acquisition will provide a pipeline

of large sites that is expected to support the

development of up to 120,000 sqm of new

warehouse and logistics space over time.

The masterplan vision is for a highly sustainable

urban logistics estate that incorporates the

natural features of the site and the unique cultural

history of the area.

Four additional properties were acquired during

the year:

1. Oji Fibre Solutions facility at 35 Hugo Johnston

Drive in Penrose

2. Sky Network Television Campus in

Mt Wellington

3. The Bush Road site in Albany to facilitate

the development of a new parcel processing

facility for NZ Post

4. A residential property neighbouring Favona

Road Estate in Māngere.

The transactions had a combined purchase price

of $175.6 million and a total site area of 11.1

hectares. Currently 94% leased, with existing

improvements providing steady holding income,

the new properties offer a range of immediate and

longer-term redevelopment options.

Two of the active projects are parcel processing

facilities for NZ Post. Part of a wider business

strategy to accommodate the rapid growth in its

delivery services, the latest commitment is for a

17,992 sqm facility to be built on Bush Road in

Albany. The expected completion date is June

2024, with construction to commence in 2023,

following the expiry of existing leases on the

brownfield site.

A commitment to sustainable development

means all GMT’s current and future

developments will be carbon neutral. To ensure

its new facilities are industry leading, the Trust

is also targeting a 5 Green Star Built rating

for these projects. The certification, from the

New Zealand Green Building Council, assesses

the sustainability attributes of the project and

the quality of the workspaces it provides.

With a substantial volume of work in progress,

the Trust’s development programme is

being closely monitored to ensure that risks

associated with rising costs, material and labour

shortages, and contractor solvency are all

managed effectively.

To prioritise the development of new warehouse

and logistics facilities, a previously announced

office and carpark project at Highbrook Business

Park has been paused. With a longer lead time,

the build-to-lease development will commence

when construction market conditions and office

occupier demand are better aligned.

1

At 31 March 2022 $10 million of the $75 million purchase

remains subject to the satisfaction of a subdivision condition,

expected to occur in FY23.

Riverside Warehouses under construction, Highbrook Business Park

13

Following the Trust’s financial year end, the
Sleepyhead manufacturing facility at 41-71 Great

South Road in Ōtāhuhu was also unconditionally

contracted for $49.35 million. With settlement

expected later in May 2022, the four hectare

property is a medium term redevelopment

opportunity.

With a combination of greenfield and brownfield

sites now within the portfolio, GMT’s future

development pipeline is estimated to total over

400,000 sqm of urban logistics space.

SUSTAINABLE INVESTMENT

A well-capitalised balance sheet has enabled

the Trust to grow sustainably. Low gearing and

substantial liquidity have provided the financial

flexibility to target complementary acquisitions

and commit to new development projects.

Ongoing capital management initiatives have

added further liquidity and extended the

range of funding sources available to GMT.

They include:

+the issue of a new $200 million, six-year

wholesale bond in December 2021

+the extension of GMT's syndicated bank

facility in March 2022, from $400 million

to $570 million

+the inaugural $150 million, five-year green

bond issued in April 2022.

1

Both the wholesale bond and green bond were

successful new issues, achieved at competitive

margins that reflect fixed annual interest rates

of 3.656% and 4.74% respectively.

The creation of a Sustainable Finance

Framework to support the first issue of green

bonds reinforces our commitment to delivering

sustainable business outcomes. It provides

a platform for future debt issues that will

finance new Green Star rated development

projects and other initiatives that improve the

environmental performance of the portfolio.

At 31 March 2022, the weighted term to expiry

across all the Trust’s drawn debt was 4.6 years.

THE YEAR AHEAD

GMT is benefiting from a rapidly growing digital

economy and sustained demand for warehouse

and logistics space close to consumers.

Significant new leasing, high occupancy levels,

continued rental growth, further development

progress and strategic acquisitions have all

contributed to the Trust’s strong operating

performance and record statutory profit.

While the pandemic and other downside risks

are likely to constrain economic activity over the

short to medium term, the quality and scale of the

portfolio, together with low gearing and a focused

investment strategy, give us confidence about

the year ahead.


John Dakin

Chief Executive Officer and Executive Director


Andy Eakin

Chief Financial Officer

1

Following GMT’s FY22 balance date.

Showrooms, Highbrook Business Park

MANAGEMENT REPORT — CONTINUED

14GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

New Zealand consumers
have embraced the

convenience and

safety of online shopping.

The continuing shift in

purchasing behaviour

is another positive

demand driver for

well-located warehouse

and logistics space.

15

GMT’s property portfolio
provides its 220+ customers

with high-quality logistics and

warehouse space in strategic

locations across Auckland.

OUR ASSETS

16GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

Supporting a rapidly growing digital
economy, these properties are modern,

operationally efficient and positioned

close to key transport infrastructure.

GMT owned estates are shown highlighted in green.

17

As at 31 March 2022
THIRD PARTY LOGISTICS / PARCEL

CONSUMER GOODS

MANUFACTURING

OTHER

BUILDING PRODUCTS

COMMODITIES

OTHER WAREHOUSING

R E TA I L

43%

12%

15%

11%9%2%

3%

4%

THIRD PARTY LOGISTICS / PARCEL

CONSUMER GOODS

MANUFACTURING

OTHER

BUILDING PRODUCTS

COMMODITIES

OTHER WAREHOUSING

R E TA I L

43%

12%

15%

11%9%2%

3%

4%

INDUSTRY EXPOSURE

18GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

As at 31 March 2022
CUSTOMERE S TAT E

WEIGHTING:

RENTAL INCOME

1

NZ POSTNZ Post Albany, Highbrook, M20, Roma Road13.3 4%

MAINFREIGHTHighbrook, Favona, M20, Savill Link, Westney5.13%

DHLHighbrook, Westney3.62%

OFFICEMAXHighbrook2 . 51%

FREIGHTWAYSHighbrook2.3 4%

TOLLSavill Link1.96%

LINFOX LOGISTICSWestney1 .7 7 %

T&G GLOBALFavona, Mt Wellington1 .7 2 %

CODA Savill Link, The Gate1 .7 0 %

STEEL & TUBEHighbrook, Savill Link1.68%

FRUCOR SUNTORYM201.57%

VIRIDIAN GLASS Highbrook1.4 4%

ASALEO CARE The Gate1. 41%

SKY TV Sky Campus1.33%

SUPERCHEAP AUTOSavill Link1.32%

METRO PERFORMANCE GLASSHighbrook1. 31%

SUPPLY CHAIN SOLUTIONSWestney1.26%

NCI PACKAGINGSavill Link1.24%

COTTONSOFTHighbrook1.23%

INGRAM MICROM201.20%

CUSTOMER WEIGHTING

1

Includes new development commitments.19

Highbrook Business Park
URBAN


LOGISTICS

20GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

STRATEGIC LOCATIONS
NZ Post, Highbrook Business Park

We’re living in an era of

rapid change. Advances

in technology, changes in

consumer behaviour and the

ongoing impacts of a global

pandemic are all contributing

to a growing digital economy.

Goodman is at the forefront of these changes,

providing the physical infrastructure that

allows supply chains to operate efficiently. Our

warehouse and logistics facilities are an essential

link in these networks, allowing customers to

manage inventory while distribution services

connect these businesses with suppliers, clients,

and consumers.

Expectations are being reset with the immediacy

of e-commerce and prompt fulfilment offers a

competitive advantage for businesses that can

meet consumers’ demands for faster delivery and

greater convenience.

As a result, demand for well-located distribution

facilities is outstripping supply in many locations

across Auckland. A growing awareness around

climate change and wellbeing is also driving

customers to seek out more energy efficient

and sustainable solutions when considering their

future property requirements.

URBAN LOGISTICS

FOR A CHANGING MARKET PLACE

Essential infrastructure

21

Roma Road Estate, Mt Roskill
In Auckland, land is a diminishing and valuable resource.

With just one greenfield development property in the portfolio

and limited acquisition opportunities, the Trust is increasingly

focused on the redevelopment of its non-core assets.

The inner-city location of these brownfield

properties provides the greatest efficiency

for customers focused on last mile delivery,

minimising travel distances and transport-related

emissions while improving speed to market.

The redevelopment of these older style

properties into modern, efficient, sustainable

distribution facilities improves the efficiency

of Auckland’s industrial building stock and

makes use of existing infrastructure. Through

intensification of use it helps limit urban sprawl,

while the recycling of demolition materials

reduces landfill waste.

Over 70% of GMT’s current development

workbook is being constructed on brownfield

sites. Two of the largest current projects

are design-built facilities for NZ Post. They

extend a relationship that dates back to

2007, when the Trust delivered its first

facility for the customer at Highbrook

Business Park in East Tāmaki.

Today NZ Post is GMT’s largest

customer, with both businesses

focused on meeting the demands

of the new digital age in a

sustainable way.

Online shopping has continued to grow, with New Zealand

consumers making around $7.7 billion of purchases in

2021, an increase of 21% on the previous year.

COVID-19 has accelerated the change in

spending patterns with the penetration of

e-commerce rising steadily, then growing

rapidly from 2020.

Delivering over 80 million parcels in 2020,

NZ Post is an organisation that has adapted

to the demands of a growing digital economy.

Focused on fulfilment services, where

parcels are delivered to the end consumer,

the business is optimising its distribution

network and investing in locations and

technologies that will accommodate the

rapid growth in e-commerce.

Greg Morris, Group Property

and Procurement Manager for

New Zealand Post said

“E-commerce has created huge

demand for NZ Post’s logistics

and delivery services. We’re

investing in our future network and

extending our range of services

with complementary business

acquisitions to support this growth.”

Urban regenerationE-commerce and NZ Post

22GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

DIGITAL ECONOMY
Roma Road Estate – artist impression, subject to final design.NZ Post, Highbrook Business Park

NZ Post has a blueprint for

the future. It's focused on

the delivery of end-to-end

logistics and distribution

support to local businesses.

Central to this plan is a smart

network able to respond to

the expected growth.

Greg Morris said “More Kiwis clicking ‘add to

cart’ means more parcels for NZ Post to deliver.

We’re investing $180 million in our network

infrastructure over the next ten years, to

facilitate the growth in online shopping.”

Included in this network plan is the automation

of the two new, highly sustainable, parcel

processing facilities under development in

Albany and Mt Roskill.

NZ Post is extending the efficiency of its network

with new sophisticated sorting equipment. The

smart technology is easily scalable for volume

and will allow the organisation to accommodate

the expected growth in parcel volumes over the

next 20 years.

Like all new GMT development projects both these

facilities are targeting a 5 Green Star Built rating.

1

They will also be carbon neutral projects,

with unavoidable embodied emissions offset.

Delivering sustainable property solutions for its

customers is positive for all GMT stakeholders

and we’re working collaboratively with NZ Post

to maximise the operational performance and

energy efficiency of both these new facilities.

Greg Morris said “Our businesswide commitment

to sustainability, including carbon neutral

operations by 2030, is reflected in our

property requirements. We are adding roof

top solar energy systems to these projects

and incorporating charging infrastructure for

a growing fleet of EV trucks and vans.”

NZ Post is also prioritising the health and

well-being of its staff with high-quality

workspaces and extensive onsite amenities

that include dedicated café and recreational

areas, together with end of trip facilities.

1

The typical sustainability features of a NZGBC 5 Green Star Built rating are described on page 28.

“ Goodman’s focus on sustainable

property solutions means it’s a

like-minded business partner,

with similar brand values”

said Greg Morris.

Designed for tomorrow

23

SUSTAINABILITY
REPORT

24GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

1
Formerly the Carbon Disclosure Project

2

Certification encompasses Goodman (NZ) Limited,

Goodman Property Services (NZ) Limited and Goodman

Property Trust. It includes emissions from operational

activities and from the buildings and spaces within the

portfolio where the Manager has operational control.

As a leading real estate investment vehicle, our focus is on the built environment

and the delivery of sustainable property solutions that help our customers

thrive. We are working closely with these businesses and other stakeholders

to decarbonise, to mitigate climate risk and to boost biodiversity.

OUR APPROACH

TO SUSTAINABILITY

Highlights of the last 12 months include:We have acknowledged our ESG responsibilities,

with a plan for a sustainable future that

includes clearly defined targets. The world

is changing, and we are investing in new

technologies and alternative ways of operating

to ensure our people and our customers have

the spaces they need to succeed.

It’s part of a wider journey, in which we are

encouraging our investors, contractors,

consultants, service providers, capital

advisors, industry bodies, regulators, and other

community partners to support sustainable

business practices. The collective impact of

these individual contributions will lead to better

environmental, social and economic outcomes

for everyone.

DELIVERING ON OUR COMMITMENTS

We’ve adapted to the disruption of COVID-19

and continued to make substantial progress

toward our 2025 sustainability objectives.

Improved climate score

of B from CDP

1,2

and a rating

of A- on Supplier Engagement

Completion of four rooftop

solar energy systems with

a further 716.0 kw being

installed

50.0% reduction in

greenhouse gas emissions

2


against FY20 base year

New biodiversity initiatives

with urban ngahere

planned at two estates

Toitū carbonzero certified

operations

2

Launch of Sustainable

Finance Framework and

successful $150 million

green bond issue

Commenced calculating

and reporting embodied

carbon on new development

projects with 3,241 tCO

2

e of

unavoidable emissions offset

Almost $400,000

contributed to community

initiatives through the

Goodman Foundation

25

Jost, Highbrook Business Park
Goodman’s focus as an owner,

developer and manager of

warehouse and logistics

space is part of a broader

strategy that includes the aim

of becoming a truly resilient

and sustainable business.

Recognising that our corporate

performance is integral to

our reputation and long-term

success, we’ve worked to

incorporate sustainability

principles across all areas of

our business.

There are three pillars to

our sustainability framework.

Sustainable properties

As a long-term investor we want a future-proof

portfolio, with high-quality assets that are

adaptable, energy efficient and resistant to

climate change. We understand the environmental

benefits of repurposing brownfield sites and the

value to our customers of being located close to

consumers and key transport infrastructure.

A focus on workplace amenity ensures our

facilities also meet our customers’ wider

business needs.

People and culture

We believe that a business with a safety

conscious and inclusive culture, that is positively

connected with its community, will deliver

superior long-term results.

Our people are recruited and rewarded based on

their commitment to these values, their professional

expertise, and their long-term strategic and ethical

thinking. We encourage high standards of behaviour

and provide a healthy work environment with the

tools to work flexibly and safely.

Corporate performance

We critically assess our results and provide

investors, regulators, customers and community

partners with detailed information about our

business activities including performance against

recognised and credible benchmarks.

A sustainable capital structure, contemporary

governance policies and commitment to

environmental and social initiatives give these

stakeholders confidence in our strategy.

OUR SUSTAINABILITY

FRAMEWORK

26GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

Influence on stakeholder assessments and decisions
Significance of environmental, economic and social impacts

Stakeholder

and community

engagement

HIGH

HIGHEST

HIGH

HIGHEST

Sustainable structure,

operations and results

Sustainable design

and management

Customer

attraction

and retention

Flexible and

adaptable properties

Environmental

stewardship

Smart energy

solutions

Climate risk

and resilience

Health, safety

and wellbeing

Responsible

investment

Diversity and

inclusiveness

Social equity

Non-financial

performance

Carbon reduction

strategies

Material Factors

These 14 factors were determined through stakeholder interviews

1

in FY21

where stakeholders were asked what drivers of change they considered to

be the most significant for our business.

1

Facilitated by Proxima, the engagement process included face to face, online and phone interviews with a representative group of stakeholders.

The group included customers, investors, analysts, and community partners. Of the 22 invited, 14 participated.

MATERIAL FACTORS

The three pillars of sustainable properties, people

and culture, and corporate performance include

the material factors that have been identified as

important contributors to our success.

These 14 factors were determined through

stakeholder interviews

1

in FY21, where

stakeholders were asked what drivers of change

they considered to be the most significant for

our business.

We have reviewed these factors internally this

year, taking into account an increased focus

on business sustainability and resilience, and

determined that all 14 remain relevant.

Stakeholders will be surveyed again in FY24

as part of a regular three-year review cycle.

The following pages describe how these factors

are integrated into our broader business

strategy. It includes reporting on a range of

non-financial metrics, monitoring progress

against future targets and being accountable

for our performance.

We’re challenging ourselves to do better, and

do more for the benefit of all, across each of

these areas.

27

Sustainable properties
The material factors that guide

our investment activity include:

+Customer attraction and retention

+Sustainable design and management

+Flexible and adaptable properties

+Smart energy solutions

+Climate risk and resilience

+Carbon reduction strategies

PORTFOLIO INITIATIVES

GMT’s investment strategy is exclusively

focused on the urban logistics segment of

the Auckland industrial market. The Trust's

15 estates are strategically located, close to

consumers and key transport infrastructure.

Strong customer relationships underpin the

Trust's financial results. Consistently high

occupancy levels (FY22 >99%) demonstrate

that we are meeting the needs of our customers

and developing to meet demand.

The average age of the core investment portfolio

is around 10 years. Maintaining these properties

to a high standard ensures they remain

contemporary and attractive to customers.

Improving the operational and environmental

performance of these buildings is also a priority.

Energy efficiency and water conservation

projects are ongoing. We're retrofitting existing

properties with solar energy systems, LED

lighting and water saving technologies. We are

also replacing R22 refrigerants in building HVAC

systems with low emission factor alternatives.

Key targets ProgressStatus

Carbon neutral

operations by 2025

+ Toitū carbonzero certified since FY21

+ 50.0% reduction in absolute emissions

1

from FY20 base year

(2025 target of 19.4%)

+++++

Sustainable

development

programme

+ All new projects targeting 5 Green Star Built rating

+ Lower carbon developments

+ 3,241 t C O

2

e of Scope 3 embodied carbon offset for developments

completed in FY22

+++++

Energy efficiency 2025+ 100% of core portfolio to feature LED lighting by 2025

+ NABERS ratings for all eligible office buildings at Highbrook by 2025

+++++

Solar energy 2025+ 1.1 MW of solar energy installed or planned

+ Target 2.0 MW by 2025

+++++

Renewable energy

use 2025

+ 100% certified renewable energy by 2025

+++++

Maintain portfolio

occupancy above 95%

+ >99% occupancy

+++++

1

Scope 1, Scope 2 and mandatory Scope 3 emissions as reported.

28GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

EV

charging

End of trip

facilities

High-quality workplace

Extensive

landscaping

Electrical submetering

to measure and monitor

Low flow fittings and

rainwater harvestingSolar panels

Low-E

double glazing

Automated LED lighting

Low VOC materials

and finishes

Lower emission

concrete

TYPICAL GREEN STAR FEATURES

MAINFREIGHT
SUPERSITE

The new twin warehouse project

for Mainfreight is well underway

at Favona Road Estate, a former

market garden in Māngere.

The demolition phase of the

35,860 sqm, redevelopment

project has seen an impressive

90% of waste material, over

2,500 tonnes, diverted from

landfill and recycled.

www.goodmanfavona.co.nz

Artist’s impression of the Mainfreight Supersite at Favona

29

OUR SUSTAINABILITY FRAMEWORK
SUSTAINABLE PROPERTIES — CONTINUED

GHG Emissions tCO

2

eFY22FY20 (base year)% change

Scope 1193.9596.2( 6 7. 5 )

Scope 2168.5173 . 0(2.6)

Scope 3 (mandatory)76.5108.3(29.4)

To t a l438.88 7 7. 5(50.00)

Scope 3 (non mandatory)3,241.0n/an/a

New Zealand Green Building Council

nzgbc.org.nz

DEVELOPING GREEN

A successful development programme has

built over 90% of the core portfolio since 2004.

Targeting a 5 Green Star Built rating on all new

projects, Goodman’s base-build specification

ensures its new warehouse and logistics

facilities are industry leading.

A commitment to sustainable development

is reflected in the use of lower carbon and

sustainably sourced building materials.

The development process is also managed

to reduce waste and other environmental

impacts. Unavoidable greenhouse gas

emissions (embodied carbon) are carefully

measured and offset.

Protecting and improving the natural environment

around our estates is also an objective of our

development programme. Urban ngahere

projects are underway at Highbrook Business Park

and Roma Road Estate, with beehive initiatives

also planned to improve the biodiversity and

resilience of the landscapes within the portfolio.

MANAGING EMISSIONS

AND CLIMATE RISK

Acknowledging the threat of climate change,

our sustainability programme includes ambitious

emission reduction targets that align with the

objectives of the Paris Agreement and the

limiting of global warming to less than 2 degrees.

Mitigating the impacts of climate change by

measuring and minimising greenhouse gas (GHG)

emissions is an essential part of this strategy.

Our Emissions Management and Reduction Plan

details the initiatives that will help in the transition

to a low carbon, sustainable business.

We are proud to be Toitū

carbonzero certified as we work

towards these 2025 targets.

Assurance from Toitū confirms our GHG

emissions have been measured in accordance

with ISO 14064-1:2006 and that we have

offset unavoidable Scope 1, Scope 2 and

mandatory Scope 3 emissions with locally

sourced carbon credits.

The certification encompasses Goodman (NZ)

Limited, Goodman Property Services (NZ)

Limited and Goodman Property Trust. It includes

emissions from operational activities and from

the buildings and spaces within the portfolio

where the Manager has operational control.

The table above summarises the combined

emissions of these businesses, with the detailed

inventory available online. While we expect some

volatility year to year, our target objective is to

reduce absolute emissions by 19.4% before

2025 (within five years of the 2020 base year).

Our FY22 result, with a 50.0% reduction in

absolute emissions, is already significantly ahead

of the 2025 target. The strong progress reflects

positively on our emissions reduction initiatives

but also the impact of COVID-19 restrictions

reducing energy consumption and travel

related emissions.

This year we have also added non-mandatory

Scope 3 emissions to our reporting, and these

are included below the line. They relate to

the embodied carbon within our completed

development projects and the emissions are

also offset, resulting in our development activity

being carbon neutral.

Dicker Data roof-top solar panels, M20 Business Park, Manukau

30GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

EV chargers are
now being installed

in all new GMT

developments. To

complement these

dedicated customer

chargers, the Trust

(with co-funding

from ECCA) has

also installed public

150kW DC fast

chargers at Highbrook

Business Park and

M20 Business Park.

Amble + Birch, M20 Business Park

31

People and culture
Focusing on the following

material factors helps create a

safe and inclusive business:

+Health, safety and wellbeing

+Diversity and inclusiveness

+Social equity

COVID-19 RESPONSE

The pandemic has reinforced the importance of

a comprehensive approach to workplace health

and safety.

We have further adapted our work practices over

the last 12 months to help our people remain

safe and well, and to ensure that our worksites are

compliant with new regulations associated with

the COVID-19 public health response.

Social distancing and contact tracing protocols

have continued, while agile work practices have

allowed us to work remotely when we have taken

the precautionary step of closing our offices. We

have also provided our people and their families

with a supply of personal protective equipment

and rapid antigen tests.

A new Employee Assistance Programme (EAP)

provided by Benestar helps ensure that all

aspects of our people’s wellbeing are being

professionally supported through this time of

unique challenges.

Key targets ProgressStatus

Safety at work+ No serious harm injuries across all workplaces and contractor-

controlled worksites in FY22

+ Goodman safety framework strengthened with COVID-19

precautions

+ Contractor induction and certification on all worksites

+++++

Diverse workplace+ Gender, ethnicity and age representation targets set for 2023

+ Improved gender representation with 37.5% of senior executive

team female

+ Our team of 64 includes nine different ethnicities, with speakers

of 11 different languages

+++++

Social procurement and

supply chain ethics

+ Introducing social procurement obligations into construction

contracts and supplier agreements

+ Wider supply chain review planned to ensure compliance

with modern slavery regulations

+++++

Goodman brand values+ Refresh of brand values this year

+ Performance assessments include measurement against

these values

+++++

32GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

HEALTH AND SAFETY
REPORT CARD

We are committed to creating a safe working

environment that is free of accidents and other

workplace risks. A detailed Health and Safety

policy governs our work practices and ensures

our obligations under the Health and Safety at

Work Act 2015 and the COVID-19 Protection

Framework are complied with.

There were 52 health and

safety incidents reported in

FY22 compared to 38 in FY21.

All incidents were classified

as minor with no serious harm

injuries, a pleasing result

that we’re proud to have

maintained since FY18.

The data includes any incidents involving

our people or contractors together with any

reported incidents occurring within the public

areas of the portfolio. It includes hazard

observations, near misses, injuries requiring

first aid, injuries requiring medical treatment

and serious harm injuries.

DIVERSITY BRINGS STRENGTH

We know that a diverse and inclusive team

creates a vibrant work culture with a rich mix

of views and ideas. Diversity brings unique

perspectives and experiences to problem solving,

ultimately leading to better business outcomes.

We celebrate individual differences and want

our people to feel included and supported.

A comprehensive Inclusion and Diversity policy,

which sets goals across gender, ethnicity and age,

guides our behaviour and helps ensure we are a

representative and inclusive workplace.

Page 107 of this report includes more detail

of our workplace demographics and our

future targets.

Flexible and progressive employment policies

are one of the ways we help reduce bias.

These policies have encouraged a more

permanent shift in work practices over the

last few years with around 60% of our people

preferring to work remotely at least two days a

week. New systems and technologies, together

with a significant financial contribution toward

a home office setup, has facilitated the change.

By keeping our people connected and engaged

it has generated a positive outcome that is

also expected to contribute to a more diverse

workforce over time.

A refreshed and contemporary parental leave

policy has extended the level of support available

to our people. Its coverage provides broader

support for both primary and secondary carers.

Workplace benefits, including employer Kiwisaver

contributions, are also maintained during parental

leave, ensuring our people are not financially

disadvantaged in their retirement savings.

33

Sir John Kirwan, Groov
Holly Mace, Goodman Sustainability Analyst and 2021 scholarship recipient.

OUR SUSTAINABILITY FRAMEWORK

PEOPLE AND CULTURE— CONTINUED

Sophie Bowden

Human Resources Business Partner

Goodman has expanded its team

to include dedicated HR expertise.

Sophie is working with the leadership

team to implement strategic people

and culture initiatives, with a focus on

performance and development, diversity

and inclusion, and employee experience.

DEVELOPING OUR HUMAN CAPITAL

We want to develop and foster a diverse talent

pool. This focus starts with the recruitment

process and a brief to agency partners that

ensures they are representing Goodman’s values

and supporting us to attract diverse talent.

We empower our managers and provide the

tools and processes to help our people reach

their potential. Formal induction programmes,

regular reviews, career development plans and

training objectives provide the pathways that

enable our people to thrive.

Training can be online or through more structured

learning, with study grants and leave available

for technical or tertiary courses. Topics can

encompass a range of areas including business

management and leadership, communication,

compliance, digital literacy, finance and

sustainability.

To encourage wider participation in our industry

we also provide an annual scholarship for an

Auckland University property student. Our

2022 recipient is Caitlyn Khoo.

CARE AND RESPECT

Goodman's brand values guide how we interact

with each other and ensure we provide our

customers and investors with consistently

high-quality service as well as innovative and

sustainable property and investment solutions.

An employee retention rate of 97% over the

last year and results of an all-employee survey

in February 2021 show we have a positive and

supportive work environment for our people.

We take a holistic approach to wellbeing with

a range of initiatives focused on health and

happiness. It includes employee assistance

programme services, annual flu vaccinations,

skin cancer and other health checks, speakers

on topical issues, social and cultural events and,

sporting and recreational opportunities.

This year we have introduced a caregivers

support platform called Circle In. We have also

launched our wellbeing programme with Groov.

Co-founded by Sir John Kirwan, Groov is about

helping workplaces, leaders and their people feel

good and function well.

34GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

New ideas push our
business forward.

We focus on the future,

proactively looking

for new opportunities

and improved solutions

for our stakeholders that

will make the world a

better place for all of us.

This year we have refreshed our brand values to further align them with our business

strategy. Sustainability, Innovation, Determination and Integrity reflect not only who

we are today, but who we want to be, long into the future.

Determination gets

things done. We are

motivated by excellence

and work hard to achieve

it, actively pursuing the

best outcomes for all

our stakeholders.

We have integrity, always.

We work inclusively and

transparently, balancing

the needs of our

business and our people

with the needs of the

community and those

we do business with.

We’re building our business

for the long term. That’s

why we consider the planet

and all the people in it

in everything we do. Our

initiatives demonstrate our

ongoing commitment to

having a positive economic,

environmental and social

impact on the world.

35

Corporate performance
The material factors critical to the

success of our business include:

+Sustainable structure, operations and results

+Stakeholder and community engagement

+Environmental stewardship

+Responsible investment

+Non-financial performance

Key targets ProgressStatus

Retain investment grade

credit rating of BBB

+ Stable financial metrics with gearing of 21.3% within our preferred

20% to 30% range

+ Sustainable distribution policy with a payout ratio of between

80% and 90% of cash earnings

+ Portfolio occupancy of more than 99%

+++++

External certification+ Sustainable Finance Framework established, and inaugural green

bond issued on 14 April 2022

+ Carbon neutral operations with Toitū carbonzero certification

1


+ Improved CDP Climate Score of B and Supplier Engagement

Score of A-

+++++

Governance and

disclosure

+ Continued alignment with the NZX Corporate Governance Code

+ Corporate Social Responsibility Committee, made up of senior

management personnel, established

+ Hybrid annual meeting held

+ GRI reporting framework

+++++

Task Force on Climate

related Financial

Disclosures (TCFD)

+ New Zealand standards for climate risk assessment and

disclosure being established

+ First TCFD compliant report expected to be 2023

+++++

Community support+ Almost $400,000 distributed through the Goodman Foundation

in F Y22

+ Support included initiatives promoting health and wellbeing

initiatives associated with the pandemic

+++++

1

Certification encompasses Goodman (NZ) Limited, Goodman Property Services (NZ) Limited and Goodman Property Trust. It includes emissions

from operational activities and from the buildings and spaces within the portfolio where the Manager has operational control.

The table alongside includes the specific

targets we have adopted in relation to

these factors.

John Dakin presenting to Unitholders.

36GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

ENVIRONMENTAL, SOCIAL
AND GOVERNANCE (ESG)

We monitor our performance and provide

investors, regulators, customers and community

partners with objective information about our

business activities. Transparent and robust

governance structures give these stakeholders

confidence in our reporting, and we engage

regularly across a variety of communication

channels on the full range of ESG topics.

The Board of Goodman (NZ) Limited is

committed to delivering the business strategy

of GMT in a sustainable way. It oversees a

risk management framework that includes

consideration of all strategic, operational,

financial and compliance risks. Non-financial

issues, including the impacts of climate change,

are also included within this risk framework.

A dedicated Corporate Social Responsibility

Committee, made up of senior management

personnel, oversees the implementation of

our sustainability programme. Regular Board

reporting includes performance against targets

to reduce emissions, increase renewable energy

use and lower the embodied carbon within

our developments.

The behaviour of our people is

governed by a comprehensive

suite of employment policies,

including a code of conduct.

These articulate our standards

and the expectations that

come with being part of the

Goodman team.

The corporate governance section on page 106

compares our governance practices against the

principles and recommendations of the NZX

Corporate Governance Code. The full suite

of governance documents is available online:

https://nz.goodman.com/who-we-are/corporate-

governance.

FINANCIAL STABILITY

Financial stability is a prerequisite for a

sustainable business.

Maintaining high occupancy and customer

retention levels is a key driver of our success.

The strength of these businesses underpins our

own financial performance, providing the strong

rental cashflows that drive earnings growth and

returns to investors.

Low gearing and substantial liquidity provide

funding capacity for new investment. It also

provides resilience against negative market

events that could impact property values.

The creation of a Sustainable Finance Framework

this year has extended the range of funding

sources available to GMT. The platform allows

the Trust to issue new bonds and loans to

support the delivery of sustainable property

solutions for customers.

The inaugural issue of $150 million of green

bonds was made on 14 April 2022, following

the Trust's financial year end.

John Dakin briefing media at Roma Road Estate, Mt Roskill.37

OUR SUSTAINABILITY FRAMEWORK
CORPORATE PERFORMANCE— CONTINUED

INVESTMENT GRADE

CREDIT RATING

Our financial strength is reflected in our credit

rating.

GMT’s low gearing, prudent capital structure,

sustainable operations and results, and

responsible investments are all reflected in the

investment grade credit rating of BBB from

S&P Global Ratings.

As a result of the mortgage security held over

the Trust’s property assets, its debt (including

the new green bonds) is rated one notch higher

at BBB+.

Both ratings have remained stable since first

assigned in 2009.

BENCHMARKING

Regular benchmarking against respected

international standards is a requirement of any

business focused on continuous improvement

and best practice.

A commitment to reducing our carbon footprint

has seen us participate in the annual CDP survey

every year since 2009. This global initiative

encourages participants to monitor greenhouse

gas emissions, reduce carbon pollution and

minimise climate change impacts.

The implementation of emission management

and reduction strategies as part of our Toitū

carbonzero certification has contributed to an

improved result in 2021 with a climate score

of B, compared to B- in 2020. It was the highest

rating achieved by a New Zealand organisation

in 2021, with the top honour being shared with

a number of other leading local companies.

There were 23 New Zealand businesses that

submitted data with CDP evaluating over

13,000 organisations worldwide.

CDP also awarded a Supplier Engagement

Score of A-, the first time this assessment has

been made. It’s an area of increasing focus

as businesses look to manage their indirect

emissions and improve wider environmental

and social outcomes.

Our commercial contracts are being updated

with social procurement clauses and

requirements for suppliers to measure and

report emissions. Starting with construction

agreements, we will look to extend this

requirement across our entire supply chain

over time.

You can find out more about CDP and the

rating process at www.CDP.net.

REPORTING

As a leading NZX investment entity, we have

a responsibility to provide timely, balanced

and readily available information. We engage

with the investment community on a regular

basis, through a variety of communication

channels, including formal reporting, market

announcements and briefings, newsletters and

more directly through open days, road shows,

presentations, and meetings.

We have adopted the GRI framework as the

standard for our sustainability reporting. The

index on page 44 allows stakeholders to

access and review key information around

our sustainability programme, enhancing

transparency and accountability.

Our future reporting will be extended to ensure

it is consistent with the New Zealand climate

standards, currently under development. Work is

underway to assess the performance of the Trust

under a variety of climate scenarios across short,

medium and longer timeframes and we expect to

complete our first TCFD report in 2023.

We are active industry participants. Our

corporate memberships and partnerships include

Australasian Investor Relations Association,

Diversity Works, Global Women, Greater East

Tāmaki Business Association, NZ Green Building

Council, New Zealand Shareholders Association

and Property Council of New Zealand.

COMMUNITY SPIRITED

Engagement with our communities and broader

stakeholders is an important part of who we are

as a business. We encourage and foster these

relationships, building positive connections that

give us the social licence to operate.

Our connection with tangata whenua is one

of the most important of these stakeholder

relationships. We celebrate Māori culture and

work alongside local iwi in our investment and

social initiatives, acknowledging our heritage

while striving for an equitable future.

Through the Goodman Foundation we invest in

programmes and enterprises that aim to improve

the quality of life, standard of living and health

of the most vulnerable in our communities.

We contributed almost $400,000 in support

over the last 12 months.

This year we have also supported the WWF

Whale Tale initiative (pictured above), sponsoring

the creation of a decorated sculpture at

Highbrook Business Park. It was one of

160 similar tail sculptures designed by artists

and children and displayed across Tāmaki

Makaurau. Inspired by the Bryde’s Whale the

art trail brings to life themes of protecting and

restoring the mauri of our oceans.

Blessing led by Ngāi Tamaoho at NZ Post’s new site at Roma Road Estate, supported by the teams from Goodman and NZ Post.

38GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

SUSTAINABILITY REPORT
— CONTINUED

Goodman Foundation

The Goodman Foundation brings people and

resources together to help address disadvantage

in our communities. By partnering with like-minded

charities and funding projects with clearly defined

timelines and outcomes, we’re making a tangible

and sustainable difference to people’s lives.

HOW WE HELP

The Goodman Foundation supports charities in three key areas: children and youth,

community and community health, and food rescue and the environment.

Our support comes in four different forms:

+ Cash grants

Funding for projects with defined

outcomes over one to three years.

+ Give back

Workplace giving schemes that

equally match contributions from

Goodman people.

+ Do good

Goodman people volunteering

or fundraising for charities.

+ In-kind

Donations of our expertise, space,

office furniture, computers and

other critical items.

KiwiHarvest,


Highbrook Business Park

39

SUSTAINABILITY REPORT
— CONTINUED

We support charity organisations that are redistributing food

and other goods that would otherwise go to waste.

KIWIHARVEST

A founding partner of KiwiHarvest since it began operating in

Auckland in 2015, the Goodman Foundation is committed to

supporting New Zealand’s leading food rescue organisation.

With local services operating in Auckland, the North Shore,

Dunedin, Queenstown and Invercargill, KiwiHarvest collects

nutritious but perishable food destined for landfill and

redistributes it to those in need through foodbanks and

other community agencies.

In a year when food insecurity was exacerbated by the

impacts of the pandemic, KiwiHarvest has managed

through the logistical challenges of Alert Level and Traffic

Light restrictions, redistributing a record 1.8 million kgs of

food over the last 12 months. Equivalent to over 5.1 million

meals it included surplus produce, protein, mislabelled

goods and grocery items approaching expiry.

The sheer volume of food being rescued reflects the

determination and drive of the KiwiHarvest team and

its commitment to feeding the most vulnerable in our

communities.

NEW ZEALAND FOOD NETWORK

Operating alongside KiwiHarvest at GMT’s Highbrook

Business Park in East Tāmaki is the New Zealand Food

Network (NZFN). Established in 2020 by KiwiHarvest

Founder Deborah Manning, NZFN meets the need for a

nationally co-ordinated distribution service for surplus food.

Funded by the Ministry of Social Development and other

sponsors, the organisation is extending the work of those

community organisations already focused on addressing

food insecurity in New Zealand.

The Goodman Foundation supported the new initiative by

funding the fitout of the 830 sqm distribution warehouse.

Operating since July 2020 NZFN has onboarded 61 food

hubs and distributed 9.1 million kgs of donated and surplus

food – the equivalent of 26.1 million meals.

KiwiHarvest and New Zealand Food Network, Highbrook Business Park

40GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

SUSTAINABILITY REPORT
— CONTINUED

We work with charity organisations that support efforts to create a more inclusive and equitable society.

BOOSTING OUR COMMUNITIES

The Goodman Foundation extended its

community support this year to include

social initiatives promoting the COVID-19

vaccination programme and other health

and wellbeing initiatives. Targeting at risk

groups, a significant donation was made

to each of the following organisations.

+Papakura Marae

+Manukau Urban Māori Authority

+Rākau Tautoko

In addition to these, the Goodman

Foundation also contributed to the

NZME-led 90% Project in support of

its #rollupyoursleevesNZ campaign.

It was complemented by promotional

advertising on our digital signs and social

media platforms.

ORANGE SKY

Orange Sky NZ visited the Goodman City

Office in April 2021. The charity, which

started operating in Auckland in 2018,

provides mobile laundry and shower services

in a safe and positive environment for people

who are often ignored or feel disconnected

from their community.

The free service offers some of the

41,600 Kiwis without a permanent home a

chance to refresh, while also making a human

connection with the volunteers that support

the initiative.

The work of Orange Sky made a connection

with our own people and the charity has been

added to Goodman’s payroll gifting programme.

Ten staff are now donating a total of $5,000

per annum, a sum that is matched by the

Goodman Foundation.

Orange Sky New Zealand

Positively Connecting Communities

DOING GOOD AT CHRISTMAS

The Life Centre Trust is behind the Christmas

Box initiative, providing families in need with

Christmas hampers made up of donated food

and other goods. Last Christmas, volunteers

helped pack hampers in Auckland, Kaikohe,

Whangārei, Hamilton, Tauranga, Rotorua,

Palmerston North, Wellington, Christchurch

and Dunedin.

We were pleased to play our part, providing

warehousing space at M20 Business Park

in Wiri for the annual event. Operating as a

distribution hub for the other centres, over

260 tonnes of food was processed with

around half of this packed into 12,000 hampers

for the wider Auckland region. In total,

25,000 boxes were distributed to families in

need, from Kaitaia to Bluff.


https://christmasbox.co.nz

ONGOING SUPPORT

Through the Foundation’s give back initiative,

other fundraising and discretionary grants,

financial contributions were made to the

following community health organisations

last year:

+4U Mentoring

+Diabetes New Zealand

+Multiple Sclerosis Society of New Zealand

+Ronald McDonald House

+Starship Foundation

+Westpac Rescue Helicopter

+Womens Refuge

41

SUSTAINABILITY REPORT
— CONTINUED

DUFFY BOOKS IN HOMES

Duffy Books in Homes is a literacy programme aimed at

breaking the cycle of booklessness amongst children at

low decile schools throughout New Zealand.

The nationwide reading initiative was established by author

Alan Duff in 1994. He recognised that kids who can’t

read become adults who can’t communicate – a serious

disadvantage in a world that operates on the written word.

It has been a highly successful programme, with 800 schools

and early childhood centres participating and more than

14 million books being distributed since it began.

The Goodman Foundation is proud to have been a Duffy

supporter for over 10 years. The Foundation currently

sponsors three South Auckland primary schools, with

1,300 students each receiving five new books a year.

The three schools include:

+Fairburn School, Ōtāhuhu

+Sir Edmund Hillary Junior School, Ōtara

+Wiri Central School, Wiri

www.booksinhomes.org.nz

The benefits of early intervention and quality education motivate our work

with charitable organisations that help to protect, nurture and develop

children and young people.

TANIA DALTON FOUNDATION

The Tania Dalton Foundation (TDF) was established to

support young New Zealanders from all circumstances

and stages of development to unlock their talent and

their best selves. The goal is to engage with thousands

of young people across the country through a range of

initiatives that are all aimed at making a positive and

measurable impact on their lives.

The Goodman Foundation is a scholarship partner,

providing financial support that helps a talented kiwi

sportswoman realise their potential. TDF awards

12 scholarships a year and provides mentoring support

and personal development opportunities to the recipients

over the course of the three-year programme.

Luisa Togotogorua is the latest recipient of the Goodman

Foundation funded scholarship. The former Howick

College student and talented halfback is a member of

the Auckland Storm Farah Palmer Cup team and the

Auckland Blues Super Rugby team. She is in the second

year of her scholarship.

www.taniadaltonfoundation.org.nz

KEYSTONE TRUST

The Keystone Trust is focused on promoting opportunities

and lifting the participation of young people in the property

industry. Operating for more than 25 years, the Trust

supports students who have financial need or have been

affected by adverse circumstances that would otherwise

prevent them from taking up tertiary studies in a property

related discipline.

Along with financial support, the scholarship programme

includes comprehensive pastoral care along with industry

mentoring, networking and work placement opportunities.

Over 50 scholarships have been awarded in 2022.

www.keystonetrust.org.nz

Luisa Togotogorua – recipient of the Goodman Foundation funded TDF scholarship.

42GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

At Goodman, we believe
the sustainability of our

planet – and the wellbeing

of all the people in it – is

everyone’s responsibility.

That’s why we partner

with organisations and

charities who, like us,

are striving to do good

in the world.

New Zealand Food Network, Highbrook Business Park

43

GENERAL DISCLOSURES
Disclosure titleGRILocation or reference

Name of the organisation 102 – 1 Goodman Property Trust

Activities, brands, products and services 102 – 2 Page 3, https://nz.goodman.com/who-we-are/about-us

Location of headquarters 102 – 3 Pa g e 119

Location of operations 102 – 4 Pa g e 119

Ownership and legal form 102 – 5 Page 56, NZX Listed Unit Trust

Markets served 102 – 6 Page 2, https://nz.goodman.com/who-we-are/about-us

Scale of the organisation 102 – 7 Page 2, https://nz.goodman.com/who-we-are/about-us

Information on employees and other workers 102 – 8 Pa g e 107

Supply chain 102 – 9 Pages 16-23, 32, 38

Significant changes to the organisation and its supply chain 102 – 10 None

Precautionary principle approach 102 – 11 Goodman’s risk management process uses the precautionary principle to

assess potential impacts across a range of ESG criteria

External initiatives 102 – 12 Pages 39–43

Membership of associations 102 – 13 Pages 36, 38

Statements from senior decision-maker 102 – 14 Pages 6-9, 10–15

Values, principles, standards, and norms of behaviour 102 – 16 Pages 32-35, https://nz.goodman.com/-/media/files/sites/new-zealand/

about-us/corporate-governance/code-of-conduct.pdf

Governance and structure 102 – 18 P a g e s 1 0 6 –1 0 7, 1 14 –1 1 5

List of stakeholder groups 102 – 40 Pages 25, 27

Collective bargaining agreements 102 – 41 None

Identifying and selecting stakeholders 102 – 42 Pages 25–27

Approach to stakeholder engagement 102 – 43 Pages 27, 36–38

Key topics and concerns raised 102 – 44 Pa ge 27

Entities included in the consolidated financial statements 102 – 45Page 56

Defining content and topic Boundaries 102 – 46 Pa ge 27

List of material topics 102 – 47 Pa ge 27

Restatements of information 102 – 48 None

Changes in reporting 102 – 49 None

Reporting period 102 – 50 12 months ended 31 March 2022

Date of most recent report 102 – 51 Annual Report 2021 (May 2021)

Reporting cycle 102 – 52 Annual

Contact point for questions regarding the report 102 – 53 info-nz@goodman.com

Claims of reporting in accordance with the GRI standards 102 – 54 GRI Standards (Core option)

GRI content index 102 – 55 Pages 44–45

External assurance 102 – 56 None

GRI


INDEX

44GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

Goodman has chosen to prepare its

2022 Annual Report in accordance

with the Global Reporting Initiative

(GRI) Standards (core option).

The GRI Standards are the world’s

most widely used sustainability

reporting standard.

The GRI index shows where in this

report information can be found

about the indicators that are relevant

to our business operations.

TOPIC SPECIFIC DISCLOSURES
Disclosure titleGRILocation or reference

Energy

Disclosure on management approach 103Pages 28–31, Emissions Reduction and Management Plan

Energy intensity 302 – 3 Page 30, FY22 Emissions Inventory

Emissions

Disclosure on management approach 103Pages 28–31, Emissions Reduction and Management Plan

GHG emissions intensity 305 – 4 Page 30, FY22 Emissions Inventory

Occupational health & safety

Disclosure on management approach 103Pa g e s 32-33, 111

Types of injury and rates of injury, occupational diseases, lost

days, and absenteeism, and number of work-related fatalities

403 – 2 Page 33

Diversity and equal opportunity

Disclosure on management approach 103Pages 32–34, 107

Diversity of governance bodies and employees 405 – 1 Pa g e 107

Sustainable design and management – non GRI

Disclosure on management approach 103P a g e s 28–31

Customer attraction and retention – non GRI

Disclosure on management approach 103Pages 2, 22–23, 28–29

Climate risk and resilience – non GRI

Disclosure on management approach 103Page 30, Emissions Reduction and Management Plan

Flexible and adaptable properties – non GRI

Disclosure on management approach 103Pages 17, 28

Social equity – non GRI

Disclosure on management approach 103 Pages 39–43

Sustainable structure, operations and results – non GRI

Disclosure on management approach 103P a g e s 3 7– 3 8

Non-financial performance – non GRI

Disclosure on management approach 103P a g e s 3 7– 3 8

Responsible investment – non GRI

Disclosure on management approach 103Pa g e s 37–38, 111

Environmental stewardship – non GRI

Disclosure on management approach 103P a g e s 3 7– 3 8

Stakeholder and community engagement – non GRI

Disclosure on management approach 103Pa g e s 38–39, 111

GRI INDEX — CONTINUED

45

OfficeMax, Highbrook Business Park
FINANCIAL


R E S U LT S

46GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

OverviewFY22F Y21% change
Profit before tax ($m)76 3.8648.917.7

Profit after tax ($m)74 8 .66 3 1 .718.5

Movement in fair value of investment property ($m)660.4560.017. 9

Operating earnings before tax ($m)

1

118.3114.93.0

Operating earnings after tax ($m)

2

99.395.44.1

Operating earnings per unit before tax (cpu)

2

8.478.262.5

Operating earnings per unit after tax (cpu)

2

7. 1 16.863.6

Cash earnings per unit (cpu)

3

6.666.286.1

Cash distribution per unit (cpu)5.505.303.8

Loan to value ratio (%)

4

21.319.210.9

Net tangible assets (cpu)260.6212.522.6

Management expense ratio (%)0.840.90( 6 .7 )

Management expense ratio – excluding performance fee (%)0.460.48(4.2)

Non-GAAP financial measures may not be calculated in a manner consistent with other entities.

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 of operating earnings before other income/(expenses) and tax

is set out in GMT’s Profit or Loss statement.

2

Refer to note 3.1 of GMT’s Financial Statements for the calculation.

3

Cash earnings is a non-GAAP financial measure that assesses underlying operating cashflows, on a per unit basis,

after adjusting for borrowing costs and Manager’s base fee capitalised to land, expenditure related to building

maintenance, and to reverse straight line rental adjustments.

4

Loan to value ratio is a non-GAAP financial measure that assess GMT’s level of gearing. Refer to note 2.6 of GMT’s

Financial Statements for the calculation.

The revaluation result is the main contributor

to the 17.7% increase in profit before tax

to $763.8 million. The portfolio revaluation

contributed $660.4 million of fair value gains

to this year’s statutory profit, compared to

$560.0 million in FY21. It also underpinned the

22.6% increase in net tangible asset backing to

260.6 cents per unit (on a fully diluted basis).

The 16.1% increase in the value of the Trust’s

property portfolio to $4.8 billion was driven

by strong property market fundamentals and

continued investor demand for high-quality

warehouse and logistics space across Auckland.

Adjusting for these fair value gains and other cash

and non-cash items provides the reconciliation

between profit and operating earnings.

OPERATING PERFORMANCE

Greater customer demand is being reflected in

high occupancy levels, sustained rental growth

and an increased level of development activity

for the Trust. A balance sheet with low gearing

has also facilitated the acquisition of yielding

properties in Mt Wellington and Penrose during

the year, for $116.5 million.

These factors have offset the revenue

impact of the Favona Road and Roma Road

redevelopments and contributed to the 2.7%

increase in net rental income, to $157.1 million.

Total expenses of $38.8 million were 1.8% higher

than last year. An increased base management

fee and higher administrative expenses, partly

offset by lower interest costs, contributed to the

$0.7 million increase.

FINANCIAL SUMMARY

A substantial portfolio revaluation has contributed to another record statutory profit for GMT.

47

FINANCIAL SUMMARY — CONTINUED
$ millionFY22F Y21

Operating earnings before tax118.3114.9

Income tax on operating earnings(19.0)(19.5)

Operating earnings after tax

5

99.395.4

Straight line rent adjustments(0.3)( 1 .7 )

Capitalised borrowing costs – land

6

(1.6)(2.3)

Capitalised management fees – land(0.2)(0.2)

Maintenance capex(4.1)(3.8)

Cash earnings93.18 7. 4

Cash earnings (cpu)6.666.28

Distributions per unit (cpu)5.505.30

Distributions % of cash earnings82.684.4

5

Refer to note 3.1 of GMT’s Financial Statements.

6

Refer to note 2.1 of GMT’s Financial Statements.

The revenue and expense items described

above result in operating earnings before

tax of $118.3 million, 3.0% higher than the

$114.9 million recorded in FY21. On a weighted

average unit basis, operating earnings were

8.47 cents per unit before tax and 7.11 cents

per unit after tax.

A performance fee of $15.7 million was also

earned by the Manager this year, with GMT

outperforming its benchmark of listed peers

by around 8% on a total return basis. The fee

is excluded from operating earnings as the

Trust Deed requires it to be reinvested into

new units in GMT, ensuring the interests of the

Manager remain well aligned with the interests

of other investors.

BALANCE SHEET

GMT has always been managed prudently to

ensure it can perform through economic cycles,

with the financial flexibility to fund new investment

and development opportunities.

The issue of $200 million of six-year fixed

interest rate bonds to New Zealand wholesale

investors in December 2021 and the inaugural

issue of $150 million of green bonds on

14 April 2022 (following the Trust's financial

year end) was a continuation of this strategy.

Achieved at competitive margins, the highly

successful issues add further tenor and diversity

to the Trust’s debt book, which now includes

bank borrowings, listed retail bonds, listed

green bonds, wholesale bonds and US Private

Placement debt notes.

At 31 March 2022, the Trust had a loan to value

ratio of 21.3%. The level of gearing is at the lower

end of the Board's 20% to 30% target range and

well below the 50% maximum allowed under the

Trust Deed and debt facility covenants.

TAXATION

A total tax expense of $15.2 million results in

an after-tax profit of $748.6 million, a 18.5%

increase from the $631.7 million recorded

in F Y21.

Tax on operating earnings reflects an effective

rate of 16.1%, compared to 17.0% previously.

A higher level of development activity and new

leasing has provided additional tax deductions,

contributing to the lower tax rate this year.

GMT BOND ISSUER LIMITED

GMT Bond Issuer Limited received $20.6 million

of interest income (FY21 $20.8 million) and

incurred $20.6 million of interest expense

(F Y21 $20.8 m illi o n).

The change in the interest income and interest

expense amounts reflects the $200 million

wholesale bond issue in December 2021 and

the full year impact of the September 2020

wholesale bond and the maturity of the GMB020

Goodman+Bonds in December 2020.

S&P Global Ratings has maintained the credit

rating of all Goodman+Bonds at BBB+. This is one

notch higher than the Trust’s investment grade

issuer rating of BBB because of the mortgage

security held over GMT’s property portfolio.

No dividends or distributions have been paid by

GMT Bond Issuer Limited.

CASH EARNINGS

AND DISTRIBUTIONS

Cash earnings is a non-GAAP measure that

assesses free cash flow, on a per unit basis,

after adjusting for certain items. The table

below details how the Trust’s cash earnings are

calculated and how this compares to the level

of distribution paid to Unitholders (payout ratio).

This year we have amended the calculation to

reverse straight line rental adjustments from

leases with structured rent increases. The FY21

numbers have been restated on the same basis,

for consistency.

Cash earnings of 6.66 cpu was ahead of

earlier guidance (6.5 cpu) and 6.1% higher

than the 6.28 cpu achieved in FY21. Cash

distributions of 5.50 cpu reflect a payout

ratio of 82.6% and represent a 3.8% increase

on the 5.30 cpu paid previously.

Guidance for FY23 is for a 4% increase

in cash earnings to around 6.9 cpu, with

a 7% increase in cash distributions to

approximately 5.9 cpu.

48GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

49
FIVE YEAR FINANCIAL SUMMARY

$ millionFY22F Y21F Y20F Y19F Y18

Profit or loss

Net property income1 5 7. 1153.014 5.3126.8130.1

Share of operating earnings before tax from joint ventures–––2.110.3

Net interest costs(19.7)(22.3)(21.9)(16.0)( 1 8 .7 )

Administrative expenses(3.2)(3.0)(2.6)( 2 .7 )(2.6)

Manager’s base fee(15.9)(12.8)(11.1)––

Operating earnings before other income / (expenses) and income tax118.3114.910 9.7110.2119.1

Movement in fair value of investment property660.4560.0165.8201.983.8

Disposal of investment property––0.3–0.5

Profit on disposal of joint venture–––35.1–

Dividend income from joint venture–––2.1–

Share of other (expenses) / income and tax from joint ventures–––(0.5)20.6

Movement in fair value of financial instruments0.8 (12.3)20.03.2(8.5)

Manager’s base fee reinvested in units–––(8.6)(8.3)

Manager’s performance fee expected to be reinvested in units( 1 5 .7 )(13.7)(11.4)(8.6)–

Profit before tax763.8648.9284.4334.82 0 7. 2

Current tax(14.6)(13.7)(15.1)(16.2)(16.5)

Deferred tax(0.6)(3.5)( 7. 4 )0.93.3

Profit after tax attributable to unitholders74 8 .66 31 .7261.9319.5194.0

Operating earnings before tax per unit (cpu)8.478.268.169.0 49.25

Operating earnings after tax per unit (cpu)7. 1 16.866 .7 37. 6 87. 8 9

Cash earnings per unit (cpu)

7

6.666.286.226.24–

Cash distribution per unit (cpu)5.505.306.656.656.65

Balance sheet

Investment property4 ,7 73. 23 ,78 9. 33,0 74 .02,633.42,231.0

Investment property contracted for sale–––43.5238.6

Investment in joint venture––––114.3

Total assets4,814.33,831.53,168.42 ,72 0 .52 ,719.5

Borrowings for LVR calculation1,0 01.2716.0569.9519.0571.3

Total liabilities1,156.9862.376 6.36 74 .3925.8

Total equity3 , 6 5 7. 42,969.22,402.12,046.21 ,7 9 3 .7

Loan to value ratio (%)21.319.218.91 9 .725.6

NTA per unit (cpu)260.6212.517 2 .71 5 7. 0138.9

Unit price at 31 March (cpu)236.0226.0214.5173 . 0133.0

Property portfolio

8,9

Net lettable area

10

(sqm)1,073,9781 , 0 9 7, 6 9 81,059,2631, 0 0 4 ,7 9 41,111,24 4

Weighted average capitalisation rate (%)4.24 .75.45.86.2

Investment portfolio occupancy (%)9998999898

Weighted average lease term (years)6.35.55.55.26.1

Customers22621320617 9264

7

FY21 restated from 6.40 cpu to reverse straight line rental adjustments from leases with structured rent increases. The change is consistent with the new calculation methodology adopted in FY22.

8

Property portfolio metrics includes GMT’s joint venture interests where applicable.

9

After all contracted sales, including post balance date transactions.

10

Net of canopies and yard.

FIVE YEAR FINANCIAL SUMMARY — CONTINUED
50GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

PROFIT AFTER TAX

$ million

748.6

63.7

26.9

39.5

94.0

FY8

FY9

FY20

FY2

FY22

OPERATING EARNINGS BEFORE TAX

$ million

8.3

4.9

09.7

0.2

9.

FY8

FY9

FY20

FY2

FY22

NET PROPERTY INCOME

$ million

57.

53.0

45.3

26.8

30.

FY8

FY9

FY20

FY2



FY22

TOTAL ASSETS

$ million

4,84.3

3,83.5

3,68.4

2,720.5

2,79.5

FY8

FY9

FY20

FY2



FY22

NTA PER UNIT

cpu

260.6

22.5

72.7

5 7. 0

38.9

FY8

FY9

FY20

FY2

FY22

LOAN TO VALUE RATIO

%

2.3

9.2

8.9

9.7

25.6

FY8

FY9

FY20

FY2

FY22

WEIGHTED AVERAGE CAPITALISATION RATE

%

4.2

4.7

5.4

5.8

6.2

FY8

FY9

FY20

FY2

FY22

EQUITY

$ million

3,657.4

2,969.2

2,402.

2,046.2

,793 .7

FY8

FY9

FY20

FY2



FY22

NET LETTABLE AREA

sqm

,073,978

, 0 97, 6 9 8

,059,263

,004,794

,,244

FY8

FY9

FY20

FY2

FY22

Move Logistics, Highbrook Business Park
FINANCIAL

S TAT E M E N T S

For the year ended 31 March 2022

GOODMAN PROPERTY TRUST

51

CONTENTS

PROFIT OR LOSS 52

BALANCE SHEET 53

CASH FLOWS 54

CHANGES IN EQUITY 55

GENERAL INFORMATION 56

NOTES TO THE FINANCIAL STATEMENTS:

1. Investment property 58

2. Borrowings 67

3. Earnings per unit

and net tangible assets 72

4. Derivative financial instruments 73

5. Administrative expenses 75

6. Debtors and other assets 76

7. Creditors and other liabilities 76

8. Tax 77

9. Related party disclosures 79

10. Commitments and contingencies 82

1 1. Reconciliation of profit

after tax to net cash flows

from operating activities 82

12. Financial risk management 83

13. Operating segments 85

INDEPENDENT AUDITOR’S REPORT 86

The Board of Goodman (NZ) Limited, the Manager of Goodman Property

Trust, authorised these financial statements for issue on 18 May 2022.

For and on behalf of the Board:


Keith Smith Laurissa Cooney

Chair Chair, Audit Committee

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
$ millionNote20222021

Property income1.11 8 7. 8182.0

Property expenses( 3 0 .7 )(29.0)

Net property income1 5 7. 1153.0

Interest cost2.1(20.0)(22.5)

Interest income2.10.30.2

Net interest cost(19.7)(22.3)

Administrative expenses5(3.2)(3.0)

Manager’s base fee9(15.9)(12.8)

Operating earnings before other income / (expenses) and tax118.3114.9

Other income / (expenses)

Movement in fair value of investment property1.5660.4560.0

Movement in fair value of financial instruments4.10.8(12.3)

Manager’s performance fee expected to be reinvested in units9( 1 5 .7 )(13.7)

Profit before tax763.8648.9

Ta x

Current tax on operating earnings8.1(19.0)(19.5)

Current tax on non-operating earnings8.14.45.8

Deferred tax8.1(0.6)(3.5)

Total tax(15.2)( 17. 2 )

Profit after tax attributable to unitholders74 8 .66 31 .7

There are no items of other comprehensive income, therefore profit after tax attributable to unitholders equals total comprehensive income attributable to unitholders.

CentsNote2022202 1

Basic earnings per unit after tax3.153.574 5.41

PROFIT OR LOSS

For the year ended 31 March 2022

GOODMAN PROPERTY TRUST ANNUAL REPORT 202252

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
$ millionNote20222021

Non-current assets

Investment property1.34 ,7 73. 23 ,78 9. 3

Deposits paid for investment property1.1–

Derivative financial instruments4.230.430.3

Total non-current assets4,804.73,819.6

Current assets

Debtors and other assets65.58.9

Derivative financial instruments4.20.5–

Cash3.63.0

Total current assets9.611.9

Total assets4,814.33,831.5

Non-current liabilities

Borrowings2.29 17. 1730.1

Lease liabilities2.56 2 .762.3

Derivative financial instruments4.22.53.9

Deferred tax liabilities8.236.035.4

Total non-current liabilities1,018.38 31 .7

Current liabilities

Borrowings2.210 0.0–

Creditors and other liabilities732.825.4

Lease liabilities2.53.33.2

Current tax payable2.52.0

Total current liabilities138.630.6

Total liabilities1,156.9862.3

Net assets3 , 6 5 7. 42,969.2

Total equity3 , 6 5 7. 42,969.2

BALANCE SHEET

As at 31 March 2022

53

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
$ millionNote20222021

Cash flows from operating activities

Property income received194.5190.0

Property expenses paid( 3 7. 4 )(37.1)

Interest income received0.30.2

Interest costs paid on borrowings(15.6)(20.0)

Interest costs paid on lease liabilities(3.3)(3.2)

Administrative expenses paid(3.1)(2.9)

Manager’s base fee paid(15.8)( 1 2 .7 )

Manager’s performance fee paid(13.7)(11.4)

Net GST (paid) / received (1.0)1.0

Tax paid(14.1)(14.1)

Net cash flows from operating activities1190.889.8

Cash flows from investing activities

Payments for the acquisition of investment properties(245.4)(83.4)

Proceeds from the sale of investment properties4.6–

Capital expenditure payments for investment properties(64.2)(68.2)

Holding costs capitalised to investment properties(8.8)(6.1)

Net cash flows from investing activities(313.8)( 1 5 7.7 )

Cash flows from financing activities

Proceeds from borrowings632.0342.0

Repayments of borrowings(346.0)(206.0)

Proceeds from the issue of units1 3 .711.4

Distributions paid to unitholders( 76.1)(78.3)

Settlement of derivative financial instruments–( 7. 2 )

Net cash flows from financing activities223.661.9

Net movement in cash0.6(6.0)

Cash at the beginning of the year3.09.0

Cash at the end of the year3.63.0

CASH FLOWS

For the year ended 31 March 2022

GOODMAN PROPERTY TRUST ANNUAL REPORT 202254

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
Note

Distribution

per unit

(cents)

Number

of units

(million)

Units

($ million)

Unit based

payments

reserve

($ million)

Retained

earnings

($ million)

To t a l

($ million)

As at 1 April 20201,385.81,6 05.011.47 8 5 .72,402.1

Profit after tax––6 3 1 .76 3 1 .7

Distributions paid to unitholders5.6 4––(78.3)(78.3)

Manager’s performance fee – earned9–1 3 .7–1 3 .7

Issue of units

Manager’s performance fee – settled95.411.4(11.4)––

As at 31 March 20211,391.21,616.413 .71,339.12,969.2

Profit after tax––74 8 .674 8 .6

Distributions paid to unitholders5.45––( 76.1)( 76.1)

Manager’s performance fee – earned9–1 5 .7–1 5 .7

Issue of units

Manager’s performance fee – settled96.11 3 .7(13.7)––

As at 31 March 20221 , 3 9 7. 31,630.115.72,011.63 , 6 5 7. 4

There are no items of other comprehensive income to include within changes in equity, therefore profit after tax equals total comprehensive income.

SUBSEQUENT EVENT

On 18 May 2022 a cash distribution of 1.375 cents per unit with 0.182231 cents per unit of imputation credits attached was declared. The record date for the

distribution is 26 May 2022 and payment will be made on 9 June 2022.

CHANGES IN EQUITY

For the year ended 31 March 2022

55

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
REPORTING ENTITY

Goodman Property Trust (“GMT” or the “Trust”) is a unit trust established on

23 April 1999 under the Unit Trusts Act 1960. GMT is domiciled in New Zealand.

The Manager of the Trust is Goodman (NZ) Limited (“GNZ”) and the address of its

registered office is Level 2, 18 Viaduct Harbour Avenue, Auckland.

The financial statements presented are consolidated financial statements for

Goodman Property Trust and its subsidiaries (the “Group”).

GMT is listed on the New Zealand Stock Exchange (“NZX”), is an FMC reporting

entity for the purposes of the Financial Markets Conduct Act 2013 (“FMCA”) and

the Financial Reporting Act 2013 and is an Equity Security for the purposes of the

NZX Main Board Listing Rules.

The Group’s principal activity is to invest in real estate in New Zealand.

Covenant Trustee Services Limited is the Trustee and Supervisor for GMT.

BASIS OF PREPARATION AND MEASUREMENT

The financial statements of the Group have been prepared in accordance with

the requirements of Part 7 of the FMCA and the NZX Main Board Listing Rules.

The financial statements have been prepared in accordance with New Zealand

Generally Accepted Accounting Practice (“NZ GAAP”), comply with New Zealand

Equivalents to International Financial Reporting Standards (“NZ IFRS”), other

New Zealand accounting standards and authoritative notices that are applicable

to entities that apply NZ IFRS. The Group is a for-profit entity for the purposes of

complying with NZ GAAP. The financial statements also comply with International

Financial Reporting Standards (“IFRS”).

The financial statements have been prepared on the historical cost basis except

for assets and liabilities stated at fair value as disclosed.

The financial statements are in New Zealand dollars, the Group’s functional

currency, unless otherwise stated.

BASIS OF CONSOLIDATION

The financial statements have eliminated in full all intercompany transactions,

intercompany balances and gains or losses on transactions between controlled

entities.

SIGNIFICANT ESTIMATES AND JUDGEMENTS

Management is required to make judgements, estimates, and apply assumptions

that affect the amounts reported in the financial statements. These have been

based on historical experience and other factors management believes to be

reasonable. Actual results may differ from these estimates and the difference may

be material. Estimates and underlying assumptions are reviewed on an ongoing

basis. Revisions to accounting estimates are recognised in the period in which the

estimate is revised and in the future periods affected.

The significant judgements made in the preparation of these financial statements

are detailed in the following notes:

+Investment property (note 1.4)

+Derivative financial instruments (note 4.1)

+Deferred tax (note 8.2)

SIGNIFICANT ACCOUNTING POLICIES

Units are classified as equity. If new units are issued in the year, any external costs

directly attributable to the issue are deducted from the proceeds received.

Distributions are recognised in equity in the period in which they are paid.

Other significant accounting policies are disclosed in the relevant notes.

CHANGES IN ACCOUNTING POLICY

The accounting policies and methods of computation used in the preparation

of these financial statements are consistent with those used in the financial

statements for the year ended 31 March 2021. Where necessary, comparative

figures have been adjusted to conform with changes in presentation in the financial

statements.

NEW ACCOUNTING STANDARDS NOW ADOPTED

There have been no new accounting standards that are applicable to these

financial statements.

GENERAL INFORMATION

For the year ended 31 March 2022

GOODMAN PROPERTY TRUST ANNUAL REPORT 202256

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
COVID-19 GLOBAL PANDEMIC

During the year ended 31 March 2022, New Zealand has been subject to various restriction periods associated with the COVID-19 global pandemic, with Auckland

being subject to greater restrictions than the balance of the country (https://covid19.govt.nz/covid-19/alert-system/).

Support has been provided to customers impacted by COVID-19 in a range of manners including rent abatements, rent deferrals and lease restructures. This support

includes that required from the COVID-19 Response (Management Measures) Legislation Act, passed by New Zealand parliament in November 2021. The Act

introduced an implied clause into all leases, for rental periods from 18 August 2021 until such time as the Government determines the relevant epidemic response is no

longer required.

The clause states, that where there is an epidemic and the lessee is unable to gain access to all or any part of the leased premises to fully conduct their business,

because of reasons of health or safety related to the epidemic, then a fair proportion of the rent will cease to be payable. The implied clause does not apply if there is a

pre-commencement agreement in place (being any agreement relating to the payment of rent for the affected period).

In determining the fair proportion, the matters that the lessor and lessee must consider, include any loss of income experienced by the lessee in respect of that rental

period because, for all or any of that rental period, (a) there is an epidemic; and (b) the lessee is unable to gain access to all or any part of the leased premises to conduct

fully their operations in all or any part of the leased premises, because of reasons of health or safety related to the epidemic.

The Group continues to monitor closely the ongoing impacts of COVID-19 to its customers and to the New Zealand economy. The Group’s operations are being

managed conservatively and prudently in relation to potential impacts on GMT resulting from COVID-19.

GENERAL INFORMATION — CONTINUED

57

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
1. Investment property

Property income is earned from investment property leased to customers.

1.1. Property income

$ million2022202 1

Gross lease receipts17 2 . 3168.2

Service charge income23.020.9

Straight line rental adjustments0.31 .7

Amortisation of capitalised lease incentives( 7. 8 )(8.8)

Property income1 8 7. 8182.0

ACCOUNTING POLICIES

Property income from investment property leased to customers under operating leases is recognised on a straight-line basis over the term of the lease to the extent

that future rental increases are known with certainty. Fixed rental adjustments are accounted for to achieve straight-line income recognition. Where lease incentives

are provided to customers, the cost of incentives is recognised over the lease term on a straight-line basis as a reduction to rental income.

Service charge income is recognised for the recoverable portion of customer’s property operating expenses incurred in the accounting period.

1.2. Future contracted gross lease receipts

Gross lease receipts that the Trust has contracted to receive in future years are set out below. These leases cannot be cancelled by the customer.

$ million2022202 1

Year 1181.116 0.5

Year 217 5 .1142.5

Year 3154.3121.8

Year 4134.2101.1

Year 5113.385.5

Year 6 and later608.94 0 0.1

Total future contracted gross lease receipts1,366.91,011.5

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 March 2022

GOODMAN PROPERTY TRUST ANNUAL REPORT 202258

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
1. Investment property (continued)

1.3. Total investment property

This table details the total investment property value.

2022202 1

$ million

Stabilised

properties

Investment

property under

developmentTo t a l

Stabilised

properties

Investment

property under

developmentTo t a l

Core

Highbrook Business Park, East Tāmaki2,283.359.92,343.21 , 9 17. 05 7. 41, 974 . 4

Savill Link, Ōtāhuhu566.44.4570.84 5 7. 04.14 61.1

M20 Business Park, Manukau4 60.6–4 60.6351.211.8363.0

The Gate Industry Park, Penrose41 3 .7–41 3 .7284.0–284.0

Westney Industry Park, Māngere210.4–210.4221.8–221.8

Total core3,934.464.33 , 9 9 8 .73,231.073.33,304.3

Value-add556.2218.37 74 .5485.0–485.0

Total investment property4,490.6282.64 ,7 73 . 23,716 .073.33,78 9.3

Included within stabilised properties is a gross-up equivalent to lease liabilities of $66.0 million (31 March 2021: $65.5 million).

GMT’s estates are classified as either “core” or “value-add” estates.

Core

Those estates within the portfolio which largely consist of modern, high-quality logistics and industrial properties.

Value -add

Those estates which generally consist of older properties that are likely to have redevelopment potential. Redevelopment of the properties to realise their maximum future

value may require a change in use.

SIGNIFICANT TRANSACTIONS

In August 2021, GMT contracted the acquisition of land at Māngere, Auckland for $75.0 million. In March 2022, GMT settled the majority of this land acquisition for

$65.0 million, with the balance of the acquisition subject to the satisfaction of a subdivision condition expected to occur in FY23.

In February 2022, GMT completed the acquisition of a core property adjoining The Gate Industry Park, Penrose for $60.5 million, and also completed the

acquisition of a value-add property at Albany, Auckland for $55.6 million.

In March 2022, GMT completed the acquisition of value-add properties at Mt Wellington, Auckland for $56.0 million.

During the year ended 31 March 2022, three developments were completed and were independently valued at a total of $54.7 million.

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

59

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
1. Investment property (continued)

1.3. Total investment property (continued)

SUBSEQUENT EVENT

In May 2022, GMT unconditionally contracted the acquisition of a value-add property in Ōtāhuhu, Auckland for $49.4 million with settlement expected to occur

in late May 2022.

1.4. Valuation of investment property

KEY JUDGEMENT

The carrying value of stabilised properties, substantially completed developments and land is the fair value of the property as determined by an expert independent

valuer, from a panel of valuation companies comprising Bayleys Valuations Limited, CBRE Limited, Colliers International New Zealand Limited, Jones Lang LaSalle

Limited & Savills (NZ) Limited.

Fair value reflects the Board’s assessment of the highest and best use of each property at the end of the reporting period. If the Board’s view of the highest and best

use has changed, then any impact on value will be assessed by independent valuations. Management review the valuations performed by the independent valuers

for financial reporting purposes. Discussions of valuation processes and results are held between the Board, the Chief Executive Officer, the Chief Financial Officer,

the Management Valuation Committee, and the independent valuers at least twice every year in line with the Group’s reporting dates. Full independent valuations are

completed for stabilised properties, developments held at fair value and land at least annually. Developments where fair value is not able to be reliably determined

are carried at cost less any impairment. Additionally, at each financial year end all major inputs to the independent valuation reports are verified and an assessment

undertaken of all property valuation movements by management.

The fair values presented are based on market values, being the estimated amount for which a property could be exchanged on the date of valuation between a

willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without

compulsion. If this information is not available, alternative valuation methods are used, such as: recent prices on less active markets; the capitalisation method, which

determines fair value by capitalising a property’s sustainable net income at a market derived capitalisation rate with capital adjustments made where appropriate; or

discounted cash flow projections (“DCF”), which discount estimates of future cashflows by an appropriate discount rate to derive the fair value. The key assumptions

used in the valuations are derived from recent comparable transactions to the greatest extent possible; however, all three of the valuation methods rely upon

unobservable inputs in determining fair value for all investment property.

Valuations also reflect the following unobservable inputs, where appropriate: the quality of customers in occupation or responsible for meeting lease commitments

or likely to be in occupation after letting vacant accommodation, and the market’s general perception of their creditworthiness; the allocation of maintenance and

insurance responsibilities between the Group and the customer; and the remaining economic life of the property. When rent reviews or lease renewals are pending with

anticipated reversionary increases, it is assumed that all notices and, where appropriate, counter-notices have been served validly and within the appropriate time.

The Group has considered the impact of climate change on the business and the valuation of investment property. To date, the panel of independent valuers used

have made no explicit adjustments to valuations in respect of climate change matters. The Group acknowledges that climate change considerations will likely have a

greater influence on valuations in the future as markets place a greater emphasis on these matters.

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

GOODMAN PROPERTY TRUST ANNUAL REPORT 202260

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
1. Investment property (continued)

1.4. Valuation of investment property (continued)

KEY JUDGEMENT (continued)

All investment property is categorised as level 3 in the fair value hierarchy. Refer to note 12.6 for details of the hierarchy and the Group’s transfer policy. During the

year, there were no transfers of properties between levels of the fair value hierarchy.

The key valuation inputs used to measure fair value of investment property and investment property under development held at fair value are disclosed below, along with the

weighted average value for each input:

Weighted average valuation

input value

Measurement sensitivity

Key valuation inputDescription20222021

Increase

in the input

Decrease

in the input

Market capitalisation rateThe capitalisation rate applied to the market rental to assess a property’s

value. Derived from similar transactional evidence considering location,

weighted average lease term, customer covenant, size and quality of the

property. Used in the capitalisation method.

4.2%4.7%DecreaseIncrease

Market rentalThe valuer’s assessment of the annual net market income per square

metre (“psm”) attributable to the property; includes both leased and vacant

areas. Used in both the capitalisation method and the DCF method.

$144 psm$139 p s mIncreaseDecrease

Discount rateThe rate applied to future cashflows; it reflects transactional evidence

from similar types of property assets. Used in the DCF method.

6 .1%6.2%DecreaseIncrease

Rental growth rateThe rate applied to the market rental over the 10-year cashflow projection.

Used in the DCF method.

2 .7 % p . a .2.3% p . a .IncreaseDecrease

Terminal capitalisation rateThe rate used to assess the terminal value of the property. Used in the

DCF method.

4.3%4.8%DecreaseIncrease

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

61

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
1. Investment property (continued)

1.4. Valuation of investment property (continued)

The market capitalisation rate is the main determinant of value in the valuation of investment property. The impact of a 1.0% increase in the market capitalisation rate from

4.2% to 5.2% would be equivalent to a decrease of $863.6 million / 18.1% in the fair value of investment property.

Land is valued based on recent comparable transactions, resulting in land values ranging between $211 psm and $649 psm (2021: between $232 psm and $1,150 psm).

IMPACT OF COVID-19 GLOBAL PANDEMIC TO THE FAIR VALUE ASSESSMENT OF INVESTMENT PROPERTY

During the year ended 31 March 2022, New Zealand has been subject to various restriction periods associated with the COVID-19 global pandemic, with

Auckland being subject to greater restrictions than the balance of the country. Despite these restrictions, an increased level of certainty has remained in the

investment market with continued confidence in the economic outlook. Real estate investor confidence remains high based on current market capitalisation

rates applied and rental growth rates. Greater certainty also exists for the key valuation inputs that impact valuations as detailed on the preceding page.

The following table details the movement in fair value of investment property during the financial year split between the first half (six months to 30 September

2021) and the second half (1 October 2021 to 31 March 2022), with comparative information for the FY21 year.

Fair value at

31 Mar 2021

1H FY22 movements

Fair value at

30 Sep 2021

2H FY22 movements

Fair value at

31 Mar 2022$ million

Fair value

movement

Other

movements

Fair value

movement

Other

movements

Stabilised properties3,716 .04 89.8(110.4)4,095.414 3.6251.64,490.6

Investment property under development73.314.914 4.2232.412.138.1282.6

Total investment property3,78 9.35 0 4 .733.84,327.815 5.72 8 9.74 ,7 73 . 2

Fair value at

31 Mar 2020

1H FY21 movements

Fair value at

30 Sep 2020

2H FY21 movements

Fair value at

31 Mar 2021$ million

Fair value

movement

Other

movements

Fair value

movement

Other

movements

Stabilised properties2,951.8129.9136.43,218.14 06.691.33,716 .0

Investment property under development122.210.3(8.3)124.213.2(6 4.1)73.3

Total investment property3 ,0 74 .0140.2128.13,342.3419.82 7. 23,78 9.3

Other movements comprise Acquisitions, Transfers In, Net Expenditure, Disposals, Transfers Out and the impact of NZ IFRS 16. See note 1.6 for an explanation

of each item.

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

GOODMAN PROPERTY TRUST ANNUAL REPORT 202262

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
1. Investment property (continued)

1.5. Movement in fair value of investment property

Movement in fair value of investment property for the period is summarised below.

$ millionNote20222021

Stabilised properties1.6633.4536.5

Investment property under development1 .727.023.5

Total movement in fair value of investment property660.4560.0

1.6. Stabilised properties

$ million

2022

Valuation

2021

Right of

use asset

Acquisitions

/ transfers in

Net

expenditure

Disposals

/ transfers

out

Fair value

movement

Valuation

2022Valuer

Net lettable

area sqm

Weighted

market

cap rateOccupancy

W A LT

years

Core

Highbrook Business Park, East Tāmaki1 , 9 17. 0–17. 64.0–3 4 4 .72,283.3CBRE,

Colliers,

JLL,

Savills

4 69,68 44.0%10 0%6.1

Savill Link, Ōtāhuhu4 5 7. 0––2.1–1 0 7. 3566.4Bayleys14 3,8874.0%10 0%5.0

M20 Business Park, Manukau351.2–4 9.23.0–5 7. 2460.6Colliers121,4 0 04.4%10 0%4.4

The Gate Industry Park, Penrose284.0–61.3(0.2)–68.6413 .7JLL10 0,3074 .1%10 0%3.6

Westney Industry Park, Māngere221.80.5–3.8–( 1 5 .7 )210.4Savills113,5204.8%98%6.6

Total core3,231.00.5128.11 2 .7–562.13,934.49 4 8 ,7 9 8

Value-add485.0–116.95.1(122.1)71.3556.2CBRE,

Collier,

JLL,

Savills

125,1804.8%98%3.6

Total stabilised properties3,716 .00.5245.017. 8(122.1)633.44,490.61,073,9784.2%99%6.3

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

63

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
1. Investment property (continued)

1.6. Stabilised properties (continued)

Right of use assetreflects a gross-up equivalent to lease liability modifications.

Acquisitionsreflect the purchase price and any associated transaction costs.

Transfers inrepresent the net book value transferred into a category during the year.

Net expenditurecomprises capital expenditure, holding costs, straight line rental adjustments, leasing incentives and leasing costs paid, less any

amortisation of leasing incentives and leasing costs.

Fair value movementreflects the difference between the independent valuation and the net book value immediately prior to the valuation.

Disposalscomprise the net book value at the date of disposal for properties sold in the year.

Transfers outrepresent the net book value transferred out of a category during the year.

$ million

2021

Valuation

2020

Right of

use asset

Acquisitions

/ transfers in

Net

expenditure

Disposals /

transfers out

Fair value

movement

Valuation

2021Valuer

Net lettable

area sqm

Weighted

market

cap rateOccupancy

W A LT

years

Core

Highbrook Business Park, East Tāmaki1 , 5 2 7. 6–71.36.6–311.51 , 9 17. 0CBRE,

Colliers,

JLL

4 69,58 44.5%99%6.3

Savill Link, Ōtāhuhu361.9–17. 10.2–7 7. 84 5 7. 0Bayleys134,9604.6%10 0%5.8

M20 Business Park, Manukau279.1–20.32.3–4 9.5351.2Colliers112,3724.8%99%4.2

The Gate Industry Park, Penrose244.1––1.8–38.1284.0Colliers,

JLL

85,4395.0%10 0%2.9

Westney Industry Park, Māngere193.92.317. 10.2–8.3221.8Savills114,1616.0%95%4.6

Total core2,606.62.3125.811.1–485.23,231.0916,516

Value-add345.2–8 4.14.4–51.3485.0CBRE,

Colliers,

JLL,

Savills

181,1825 .1%93%2.6

Total stabilised properties2,951.82.3209.915.5–536.53,716 .01,097,6984.7%98%5.5

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

GOODMAN PROPERTY TRUST ANNUAL REPORT 202264

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
1. Investment property (continued)

1.6. Stabilised properties (continued)

ACCOUNTING POLICIES

Stabilised properties are investment properties which are held to earn rental income. They are recorded initially at cost, including related transaction costs.

After initial recognition, stabilised properties are carried at fair value. A panel of expert independent valuers value the portfolio at least once each year, generally

at 31 March. Fair values are based on estimated market values. If this information is not available, alternative valuation methods such as recent prices in less active

markets, the capitalisation method, or discounted cash flow projections are used.

Stabilised property that is being redeveloped is carried at fair value and holding costs are capitalised to the property during redevelopment. Expenditure is

capitalised to a property when it is probable that it will provide future economic benefits to the Group. All other repairs and maintenance costs are charged to

Profit or Loss.

Any gain or loss arising from a change in fair value is recognised in Profit or Loss.

When sold, the net gain or loss on disposal of stabilised property is included in Profit or Loss in the period in which the sale occurred. The gain or loss on disposal is

calculated as the difference between the carrying amount of the stabilised property on the Balance Sheet and the proceeds from sale net of any costs associated

with the sale.

For leases where the Group is a lessee, the Group recognises a right of use asset at the commencement date of the lease, being the date the underlying asset is

available for use. Investment property is defined to include both owned investment property and investment property held by a lessee as a right of use asset. The

Group therefore measures all investment property using the same measurement basis, being the fair value model. The value of the right of use assets represents

the fair value of a freehold interest in the land subject to ground lease interests held by GMT. Investment property is adjusted for cash flows relating to lease

liabilities already recognised separately on the balance sheet and also reflected in the investment property valuations.

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

65

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
1. Investment property (continued)

1 .7. Investment property under development

Investment property under development comprises land held for future development and developments under construction, held at either fair value or held at cost.

$ million

2022

Carrying

value 2021

Acquisitions

/ Transfers in

Net

expenditure

Fair value

movement

Transfers

out

Carrying

value 2022

Roma Road, Mt Roskill–94.517. 6––112.1

Villa Maria, Māngere–66.10.41.5–68.0

Highbrook Business Park, East Tāmaki5 7. 4–18.61.5( 17. 6 )59.9

Favona Road, Favona–2 7. 610.6––38.2

Savill Link, Ōtāhuhu4.1–0.20.1–4.4

M20 Business Park, Manukau11.8–13.523.9(4 9.2)–

Total investment property

under development

73.3188.260.92 7. 0(66.8)282.6

Included within investment property under development is $81.8 million of land held at fair value and $200.8 million of commenced developments held at the land transfer

value plus subsequent capital expenditure. There are no developments under construction recorded at fair value.

$ million

2021

Carrying

value 2020

Acquisitions /

Transfers in

Net

expenditure

Fair value

movement

Transfers

out

Carrying

value 2021

Highbrook Business Park, East Tāmaki89.2–2 7.711.8( 71.3)5 7. 4

M20 Business Park, Manukau10.9–13.28.0(20.3)11.8

Savill Link, Ōtāhuhu19.9–0.31.0( 17. 1 )4.1

Westney Industry Park, Māngere2.2–12.22 .7( 17. 1 )–

Total investment property

under development

122.2–53.423.5(125.8)73.3

Included within investment property under development is $35.5 million of land held at fair value, $37.8 million of commenced developments held at the land transfer value

plus subsequent capital expenditure. There are no developments under construction recorded at fair value.

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

GOODMAN PROPERTY TRUST ANNUAL REPORT 202266

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
1. Investment property (continued)

1.7. Investment property under development (continued)

ACCOUNTING POLICIES

Investment property under development includes properties that are being constructed for future use as stabilised property and land to be developed as stabilised

property in the future. On acquisition, investment property under development is recorded at cost, including related transaction costs. Stabilised property to be

redeveloped is transferred at the carrying value prior to transfer. All subsequent costs and capital expenditure directly associated with investment property under

development is capitalised.

Holding costs are capitalised if they are directly attributable to the development of a property. The most significant component of holding costs is borrowing costs.

Capitalisation of borrowing costs commences when the activities to prepare the property for its intended use are in progress and expenditure and borrowing costs

are being incurred. The amount capitalised is determined by applying the weighted average cost of debt to borrowings attributed to the investment property under

development. Capitalisation of borrowing costs continues until the development of the property is completed.

If the fair value of a development can be reliably determined during the course of its construction, then the development will be recorded at fair value in the same

manner as stabilised properties.

Land is carried at fair value, independently valued at least annually, with any changes in valuation recognised in Profit or Loss.

2. Borrowings

2 .1. Interest

$ million20222021

Interest expense on borrowings(21.5)(21.5)

Interest expense on lease liabilities(3.3)(3.2)

Amortisation of borrowing costs(3.0)(3.3)

Borrowing costs capitalised

(1)

7. 85.5

Total interest cost(20.0)(22.5)

Interest income0.30.2

Net interest cost(1 9.7 )(22.3)

(1)

Borrowing costs are capitalised at the weighted average cost of borrowing of 3.2% (2021: 3.7%). Borrowing costs of $1.6 million were capitalised to land (2021: $2.3 million).

ACCOUNTING POLICIES

Interest costs charged on borrowings are recognised as incurred. Costs associated with the establishment of borrowings are amortised over the term of the relevant borrowings.

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

67

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
2. Borrowings (continued)

2.2. Borrowings

$ million20222021

Current

Retail bonds10 0.0–

Total current borrowings100.0–

Non-current

Syndicated bank facilities1 4 7. 061.0

Retail bonds200.0300.0

Wholesale bonds4 00.0200.0

US Private Placement notes173 . 0171 . 8

Total non-current920.0732.8

Unamortised borrowings establishment costs(2.9)( 2 .7 )

Total non-current borrowings9 17. 1730.1

Total borrowings1 , 0 17. 1730.1

ACCOUNTING POLICIES

Borrowings are recorded initially at fair value, net of transaction costs. Subsequent to initial recognition, borrowings are carried at amortised cost using the effective

interest method.

SIGNIFICANT TRANSACTIONS

In December 2021, GMT issued $200.0 million of wholesale bonds, with a 6 year term expiring in December 2027, paying a fixed interest rate of 3.656%.

In December 2021, GMT increased its bank facilities with a $100.0 million facility expiring in December 2022. The facility was provided by Bank of New Zealand.

In March 2022, the syndicated bank facility was amended to increase and extend the tranche maturities and alter the participation by bank. The total facility has

increased to $570.0 million, comprising four facilities expiring in June 2023 ($160.0 million), June 2024 ($130.0 million), June 2025 ($130.0 million) and

June 2026 ($150.0 million).

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

GOODMAN PROPERTY TRUST ANNUAL REPORT 202268

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
2. Borrowings (continued)

2.2. Borrowings (continued)

SUBSEQUENT EVENT

In April 2022, GMT issued $150.0 million of green bonds, with a 5 year term expiring in April 2027, paying a fixed interest rate of 4.740%.

2.3. Composition of borrowings

Weighted

average

remaining

term (years)

$ million

2022Date issuedExpiry

Interest

rate

Facility drawn

/ Amount

Undrawn

facility

Syndicated bank facilities–Jun 23 – Jun 262 .7Floating1 4 7. 0423.0

BNZ bank facility–Dec 220 .7Floating–10 0.0

Retail bonds – GMB030Jun 15Jun 220.25.000%10 0.0–

Retail bonds – GMB040May 17May 242.24.54 0%10 0.0–

Retail bonds – GMB050Mar 18Sep 231.44.000%10 0.0–

Wholesale bonds – 6 yearsDec 21Dec 275 .73.656%200.0–

Wholesale bonds – 8 yearsSep 20Sep 286.42.262%50.0–

Wholesale bonds – 10 yearsSep 20Sep 308.42.559%150.0–

US Private Placement notesJun 15Jun 253.23.460%US$40.0–

US Private Placement notesJun 15Jun 275.23.560%US$40.0–

US Private Placement notesJun 15Jun 308.23 .71 0 %US$40.0–

Weighted average

remaining

term (years)

$ million

2021Date issuedExpiry

Interest

rate

Facility drawn

/ Amount

Undrawn

facility

Syndicated bank facilities–Nov 22 – Nov 242.6Floating61.0339.0

Retail bonds – GMB030Jun 15Jun 221.25.000%10 0.0–

Retail bonds – GMB040May 17May 243.24.54 0%10 0.0–

Retail bonds – GMB050Mar 18Sep 232.44.000%10 0.0–

Wholesale bonds – 8 yearsSep 20Sep 287. 42.262%50.0–

Wholesale bonds – 10 yearsSep 20Sep 309.42.559%150.0–

US Private Placement notesJun 15Jun 254.23.460%US$40.0–

US Private Placement notesJun 15Jun 276.23.560%US$40.0–

US Private Placement notesJun 15Jun 309.23 .71 0 %US$40.0–

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

69

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
2. Borrowings (continued)

2.3. Composition of borrowings (continued)

As at 31 March 2022, $570.0 million of syndicated bank facilities was provided to the Trust by Bank of New Zealand ($185.0 million), Commonwealth Bank of Australia

($150 million), The Hongkong and Shanghai Banking Corporation Limited ($130.0 million) and Westpac New Zealand Limited ($105.0 million). An additional $100.0 million

facility was provided to the Trust by Bank of New Zealand.

As at 31 March 2021, $400.0 million of syndicated bank facilities was provided to the Trust by Commonwealth Bank of Australia ($115.0 million), Westpac New Zealand

Limited ($115.0 million), Bank of New Zealand ($90.0 million) and The Hongkong and Shanghai Banking Corporation Limited ($80.0 million).

As at 31 March 2022, GMT’s drawn borrowings had a weighted average remaining term of 4.6 years (2021: 5.2 years), with 85% being drawn from non-bank sources

(2021: 92%). Calculation of the weighted average remaining term assumes bank debt utilises the longest dated facilities.

2.4. Security and covenants

All borrowing facilities are secured on an equal ranking basis over the assets of the wholly owned subsidiaries of the Trust. A loan to value ratio covenant restricts total

borrowings incurred by the Group to 50% of the value of the secured property portfolio.

The Group has given a negative pledge to not create or permit any security interest over its assets. The principal financial ratios which must be met are the ratio of earnings

before interest, tax, depreciation and amortisation to interest expense, and the ratio of financial indebtedness to the value of the property portfolio. Further negative and

positive undertakings have been given as to the nature of the Group’s business.

2.5. Lease liabilities

$ million20222021

Opening balance65.563.3

Increase in liability as a result of ground rent reviews0.52.3

Lease liability interest expense3.33.2

Ground rent paid(3.5)(3.5)

Amortisation of incentives received0.20.2

Total lease liabilities66.065.5

KEY JUDGEMENT

The lease liabilities are for perpetually renewable ground leases at Westney Industry Park for $65.8 million (2021: $65.3 million) and The Gate Industry Park for

$0.2 million (2021: $0.2 million). The calculation of the lease liabilities assumes lease terms of between 63 and 66 years and utilises discount rates based on an

assessment of GMT’s long-term borrowing costs at the time of the renewal, which range from 3.5% to 5.5%.

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

GOODMAN PROPERTY TRUST ANNUAL REPORT 202270

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
2. Borrowings (continued)

2.5. Lease liabilities (continued)

ACCOUNTING POLICIES

At the commencement date of a lease the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term,

including expected lease renewals. The lease payments include fixed payments, less any lease incentives receivable.

2.6. Loan to value ratio calculation

The loan to value ratio (“LVR”) is a non-GAAP metric used to measure the strength of GMT’s Balance Sheet. This non-GAAP financial measure may not be consistent with its

calculation by other similar entities. The LVR calculation is set out in the table below.

$ million20222021

Total borrowings1 , 0 17. 1730.1

US Private Placement notes – foreign exchange translation impact(12.3)(11.1)

Cash(3.6)(3.0)

Borrowings for LVR calculation1,001.2716.0

Investment property4 ,7 73. 23 ,78 9. 3

Lease liabilities(66.0)(65.5)

Assets for LVR calculation4 ,7 0 7. 23,723.8

Loan to value ratio %21.3%19.2%

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

71

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
3. Earnings per unit and net tangible assets

3.1. Earnings per unit

Earnings per unit measures are calculated as profit or operating earnings after tax divided by the weighted number of issued units for the year. Operating earnings is a

non-GAAP financial measure included to provide an assessment of the performance of GMT’s principal operating activities. This non-GAAP financial measure may not be

consistent with its calculation by other similar entities.

The calculation of operating earnings before other income / (expenses) and tax is set out in Profit or Loss.

$ million20222021

Operating earnings before other income / (expenses) and tax118.3114.9

Income tax on operating earnings(19.0)(19.5)

Operating earnings after tax99.395.4

Weighted units

Million20222021

Weighted units1 , 3 9 7. 31,391.2

cents per unit20222021

Operating earnings per unit before tax8.478.26

Operating earnings per unit after tax7. 1 16.86

Basic and diluted earnings per unit after tax53.574 5.41

3.2. Net tangible assets

Diluted units, comprising issued units plus deferred units not yet issued, are used to calculate net tangible assets per unit.

Diluted units

Million20222021

Issued units1 , 3 9 7. 31,391.2

Deferred units for Manager’s performance fee expected to be reinvested6.06.0

Diluted units1,403.31 , 3 9 7. 2

2022202 1

Net tangible assets ($ million)3 , 6 5 7. 42,969.2

Net tangible assets per unit (cents)260.6212.5

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

GOODMAN PROPERTY TRUST ANNUAL REPORT 202272

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
4. Derivative financial instruments

Derivative financial instruments are used to manage exposure to interest rate risks and foreign exchange risks arising from GMT’s borrowings.

4.1. Movement in fair value of financial instruments

$ million20222021

Interest rate derivatives12.02.5

Cross currency interest rate derivatives relating to US Private Placement notes(10.0)(4 4.4)

Total movement in fair value of derivative financial instruments2.0(41.9)

Foreign exchange rate movement on US Private Placement notes(1.2)29.6

Total movement in fair value of financial instruments0.8(12.3)

ACCOUNTING POLICIES

Derivative financial instruments are initially recognised at fair value on the date a derivative contract is entered into and are subsequently measured at fair value at

each reporting date. Derivative financial instruments are classified as current or non-current based on their date of maturity.

Movements in the fair value of derivative financial instruments are recognised through Profit or Loss. GMT does not apply hedge accounting.

KEY JUDGEMENT

The fair values of derivative financial instruments are determined from valuations using Level 2 valuation techniques. These are based on the present value of

estimated future cash flows, taking account of the terms and maturity of each contract and the current market interest rates at reporting date. Fair values also reflect

the creditworthiness of the derivative counterparty and GMT at balance date. The valuations were based on market rates at 31 March 2022 of between 1.61%

for the 90-day BKBM and 3.38% for the 10-year swap rate (2021: 0.35% for the 90-day BKBM and 1.96% 10-year swap rate). There were no changes to these

valuation techniques during the period.

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

73

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
4. Derivative financial instruments (continued)

4.2. Derivative financial instruments

$ million20222021

Cross currency interest rate derivatives

Non-current assets10.020.0

Interest rate derivatives

Non-current assets20.410.3

Current assets0.5–

Non-current liabilities(2.5)(3.9)

Net derivative financial instruments28.426.4

4.3. Additional derivative information

20222021

Cross currency interest rate derivatives

Notional contract value as fixed rate receiver ($ million)16 0 .716 0 .7

Percentage of US Private Placement notes borrowings converted to floating rate NZD payments10 0%10 0%

Weighted average term to maturity (years)5.56.5

Interest rate derivatives

Notional contract value as fixed rate payer ($ million)260.0260.0

Interest rate range as fixed rate payer0.4% – 2.7%0.4% – 2.7%

Notional contract value as fixed rate receiver ($ million)

1

250.0150.0

Weighted average term to maturity of borrowings fixed, including retail and wholesale bonds (years)5.35.8

Percentage of borrowings fixed, including retail and wholesale bonds70%85%


1

The fixed rate receiver derivative expiries align with the retail bonds, to convert a portion of retail bonds back to floating rate interest.

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

GOODMAN PROPERTY TRUST ANNUAL REPORT 202274

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
5. Administrative expenses

Administrative expenses are incurred to manage the operational activity of GMT.

$ million20222021

Valuation fees(0.9)(0.8)

Trustees fees(0.5)(0.4)

Auditor’s fees(0.3)(0.3)

Other costs(1.5)(1.5)

Total administrative expenses (3.2)(3.0)

Auditor’s fees

$ million20222021

Audit and review of financial statements(0.3)(0.3)

Other assurance related services––

Total auditor’s fees(0.3)(0.3)

Other assurance

related services

Fees for other assurance related services of $17,000 comprise assurance services on the performance fee calculation, agreed upon procedures

on the financial covenants of the bank facilities and reporting to the supervisor of GMT Bond Issuer Limited (2021: $10,500 comprised

assurance services on the performance fee calculation, agreed upon procedures on the financial covenants of the bank facilities and reporting to

the supervisor of GMT Bond Issuer Limited).

Other servicesFees for other services of $6,000 comprise materiality guidance for the green bond issuance (2021: $nil).

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

75

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
6. Debtors and other assets

$ million20222021

Current

Debtors1.31.6

Prepayments0.90 .7

Interest receivable2.91.6

Other assets0.45.0

Total debtors and other assets5.58.9

ACCOUNTING POLICIES

Debtors and other assets are initially recognised at fair value and subsequently measured at amortised cost. They are adjusted for expected impairment losses.

Discounting is not applied to receivables where collection is expected to occur within the next twelve months.

A provision for impairment is recognised when there is objective evidence that GMT will be unable to collect amounts due. The simplified approach to providing

for expected credit losses prescribed by NZ IFRS 9 has been applied, permitting the use of a lifetime expected loss provision for all trade receivables. The amount

provided is the difference between the carrying amount and expected recoverable amount.

7. Creditors and other liabilities

$ million20222021

Current

Creditors1.80 .7

Interest payable7. 24.6

Related party payables3.80.4

Accrued capital expenditure12.19.1

Other liabilities7. 910.6

Total creditors and other liabilities32.825.4

ACCOUNTING POLICIES

Creditors and other liabilities are initially recognised at fair value and subsequently measured at amortised cost. All payments are expected to be made within the

next twelve months.

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

GOODMAN PROPERTY TRUST ANNUAL REPORT 202276

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
8. Ta x

8.1. Tax expense

$ million20222021

Profit before tax76 3.8648.9

Tax at 28%(213.9)( 1 8 1 .7 )

Depreciation of investment property9.69.2

Movement in fair value of investment property184.9156.8

Deductible net expenditure for investment property4.02.2

Derivative financial instruments0.4(3.2)

Performance fee(4.4)(3.8)

Other0.41.0

Current tax on operating earnings(19.0)(19.5)

Settlement of derivative financial instruments–2.0

Performance fee4.43.8

Current tax on non-operating earnings4.45.8

Current tax(14.6)(13 .7 )

Depreciation of investment property(9.6)(9.2)

Reduction of liability in respect of depreciation recovery income9.05.8

Deferred expenses(0.5)(0.4)

Derivative financial instruments0.50.3

Deferred tax(0.6)(3.5)

Total tax(15.2)( 17. 2 )

Current tax on operating earnings is a non-GAAP measure included to provide an assessment of current tax for GMT’s principal operating activities. This non-GAAP financial

measure may not be consistent with its calculation by other similar entities.

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

77

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
8. Tax (continued)

8.1. Tax expense (continued)

ACCOUNTING POLICIES

Tax expense for the year comprises current and deferred tax recognised in Profit or Loss.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at balance date, and includes any

adjustment to tax payable in respect of previous years.

Deferred tax is provided in full using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and their tax bases. Deferred tax is not accounted for if it arises from the initial recognition of assets or liabilities in a transaction, other than a

business combination, that affects neither accounting nor taxable profit or loss and differences relating to investments in subsidiaries to the extent that they will

probably not reverse in the foreseeable future.

8.2. Deferred tax

$ million20222021

Deferred tax liabilities

Investment properties – depreciation recoverable(22.1)(21.5)

Investment properties – deferred expenses(9.9)(9.4)

Derivative financial instruments(3.8)(4.3)

Borrowings issue costs(0.2)(0.2)

Total deferred tax liabilities(36.0)(35.4)

KEY JUDGEMENT

The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates

enacted or substantively enacted at the balance date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax

assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

For deferred tax liabilities potentially arising on investment property measured at fair value, there is a rebuttable presumption that the carrying amount of the

investment property asset will be recovered through sale. In estimating this deferred tax liability, the Group has made reference to the Manager’s experience of tax

depreciation recovered when properties of a similar nature have been sold.

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

GOODMAN PROPERTY TRUST ANNUAL REPORT 202278

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
9. Related party disclosures

As a Unit Trust, GMT does not have any employees. Consequently, services that the Group requires are provided under arrangements governed by GMT’s Trust Deed or by

contractual arrangements. The Trust has related party relationships with the following parties.

EntityNature of relationship

Goodman (NZ) LimitedGNZManager of the Trust

Goodman Property Services (NZ) LimitedGPSNZProvider of property management, development management and related services to the Trust

Goodman Investment Holdings (NZ) LimitedGIHUnitholder in GMT

Goodman LimitedGLParent entity of GNZ, GPSNZ & GIH

Goodman Industrial TrustGITProperty co-owner with GMT

9.1. Transactions with related parties

RecordedCapitalisedOutstanding

$ millionRelated party202220212022202120222021

Manager’s base feeGNZ( 17. 0 )(13.4)1.10.6(1.6)(1.3)

Manager’s performance feeGNZ( 1 5 .7 )(13.7)––( 1 5 .7 )(13.7)

Property management fees

(1)

GPSNZ(3.6)(3.3)––(0.3)(0.2)

Leasing feesGPSNZ(2.8)(1.2)––(0.2)(0.1)

Acquisition and disposal feesGPSNZ(2.4)(0.8)2.40.8(2.4)–

Minor project feesGPSNZ(0.6)(0.2)0.60.2––

Development management feesGPSNZ(5.9)( 2 .7 )5.92 .7( 0 .7 )–

Total fees(48.0)(35.3)10.04.3(20.9)(15.3)

Reimbursement of expenses for services providedGPSNZ(2.0)(1.6)0.40.3(0.2)(0.1)

Gross lease receipts receivedGPSNZ0.20.2––––

Issue of units for Manager’s performance fee reinvestedGIH1 3 .711.4––––

Distributions paidGIH(18.2)( 16 .7 )––––

(1)

Of the property management fees charged by GPSNZ, $2.9 million was paid by customers and was not a cost borne by GMT (2021: $2.6 million).

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

79

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
9. Related party disclosures (continued)

9.2. Other related party transactions

Capital transactions

Capital transactions that occur with related parties can only be approved by the independent directors of GNZ, with non-independent directors excluded from the approval

process.

No properties were acquired pursuant to the Co-ownership Agreement between GMT and Goodman Industrial Trust (2021: none). This agreement was approved by

unitholders at a general meeting held on 23 March 2004.

Key management personnel

Key management personnel are those people with the responsibility and authority for planning, directing and controlling the activities of an entity. As the Trust does not have

any employees or Directors, key management personnel is considered to be the Manager. All compensation paid to the Manager is disclosed within this note.

Related party investment in GMT

At 31 March 2022, Goodman Group, GNZ’s ultimate parent, through its subsidiary Goodman Investment Holdings (NZ) Limited, held 345,971,371 units in GMT out of a

total 1,397,303,338 units on issue (31 March 2021: 297,975,387 units in GMT out of a total 1,391,227,995 units).

9.3. Explanation of related party transactions

Manager’s base fee

The Manager’s base fee is calculated as 0.50% per annum of the book value of GMT's assets (other than cash, debtors and development land) up to $500 million, plus

0.40% per annum of the book value of GMT's assets (other than cash, debtors and development land) greater than $500 million.

Manager’s performance fee

The Manager is entitled to be paid a performance fee equal to 10% of GMT's performance above a target return (which is calculated annually on 31 March) and is capped

at 5% of annual out performance (except in a period in which GNZ ceases to hold office, or GMT terminates). The target return is equal to the annual return of a gross

accumulation index created from NZX listed property entities having a principal focus on investment in real property, excluding GMT, with the index being compiled by a

suitably qualified and experienced person.

Any performance below the target return is carried forward indefinitely to future periods. GMT will not earn a performance fee on any performance in excess of the target

return plus 5% per annum. Any performance over that cap will be carried forward indefinitely to future periods (except in a period in which GNZ ceases to hold office,

or GMT terminates). No performance fee is payable for any year where GMT's performance is less than 0%, however, any under or over performance is carried forward

indefinitely to future periods.

The Manager is required to use performance fee proceeds to reinvest in GMT units in accordance with the terms of the Trust Deed, provided that the Independent Directors

of GNZ consider it in the best interests of GMT unitholders for the Manager to do so. The issue price for these units is equal to the higher of market price and the net asset

value per unit.

At 31 March 2022, a performance fee of $15.7 million is payable (2021: $13.7 million), with a $9.0 million carry forward to include in the calculation for future periods

(2021: $nil carry forward).

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

GOODMAN PROPERTY TRUST ANNUAL REPORT 202280

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
9. Related party disclosures (continued)

9.3. Explanation of related party transactions (continued)

Property management fees

Property management fees are paid to GPSNZ for day to day management of properties.

Leasing fees

Leasing fees are paid to GPSNZ for executing leasing transactions.

Acquisition and disposal fees

Acquisition and disposal fees are paid to GPSNZ for executing sale and purchase agreements.

Minor project fees

Minor project fees are paid for services provided to manage capital expenditure projects for stabilised properties.

Development management fees

Development management fees are paid for services provided to manage capital expenditure projects for developments.

Reimbursement of expenses for services provided

Certain services are provided by GPSNZ instead of using external providers, with these amounts reimbursed on a cost recovery basis.

Gross lease receipts

Rent received by GMT for the office leased by GPSNZ at Highbrook Business Park.

9.4. Additional Trust information

(a) Termination of Goodman Property Trust

GMT terminates on the earlier of:

i. The date appointed by GNZ, giving not less than three months’ written notice to the unitholders and the Trustee; or

ii. If the units are quoted, the office of trustee becomes vacant, and a new trustee is not appointed within two months of the vacancy occurring; or

iii. The date on which GMT is terminated under the Trust Deed or by operation of law.

9.5. Related party capital commitments

$ millionRelated party20222021

Development management fees for developments in progressGPSNZ10.65.2

Total related party capital commitments10.65.2

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

81

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
10. Commitments and contingencies

10.1. Non-related party capital commitments

These commitments are amounts payable for contractually agreed services for capital expenditure. For related party capital commitments refer to note 9.5.

$ million20222021

Completion of developments215.884.9

Acquisitions58.4–

Total non-related party capital commitments2 74 . 284.9

10.2. Contingent liabilities

GMT has no material contingent liabilities (2021: none).

11. Reconciliation of profit after tax to net cash flows from operating activities

$ million20222021

Profit after tax74 8 .66 3 1 .7

Non-cash items:

Movement in fair value of investment property(660.4)(560.0)

Deferred lease incentives and leasing costs0.80.8

Fixed rental income adjustments(0.3)( 1 .7 )

Issue costs and subsequent amortisation for non-bank borrowings(0.2)0.2

Movement in fair value of derivative financial instruments(0.8)12.3

Manager’s performance fee expected to be reinvested in units2.02.3

Deferred tax0.63.5

Net cash flows from operating activities before changes in assets and liabilities90.389.1

Movements in working capital from:

Debtors and other assets(1.0)(0.6)

Creditors and other liabilities1.01 .7

Current tax payable0.5(0.4)

Movements in working capital0.50 .7

Net cash flows from operating activities90.889.8

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

GOODMAN PROPERTY TRUST ANNUAL REPORT 202282

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
12. Financial risk management

In addition to business risk associated with the Group’s principal activity of investing in real estate in New Zealand, the Group is also exposed to financial risk for the financial

instruments that it holds. Financial risk can be classified in the following categories; interest rate risk, credit risk, liquidity risk and capital management risk.

12 .1. Financial instruments

The following items in the Balance Sheet are classified as financial instruments: cash, debtors and other assets, derivative financial instruments, creditors and other liabilities,

lease liabilities and borrowings. All items are recorded at amortised cost with the exception of derivative financial instruments, which are recorded at fair value through Profit

or Loss.

ACCOUNTING POLICIES

Financial instruments are classified dependent on the purpose for which the financial instrument was acquired or assumed. Management determines the

classification of its financial instruments at initial recognition between two categories:

Amortised cost Instruments recorded at amortised cost are those with fixed or determined receipts / payments that are recorded at their expected value

at balance date.

Fair value through Instruments recorded at fair value through Profit or Loss have their fair value measured via active market inputs, or by using valuation

Profit or Loss techniques if no active market exists.

12.2. Interest rate risk

The Group's interest rate risk arises from borrowings. The Group manages its interest rate risk in accordance with its Financial Risk Management policy. The principal

objective of the Group's interest rate risk management process is to mitigate negative interest rate volatility adversely affecting financial performance.

The Group manages its interest rate risk by using floating-to-fixed interest rate swaps and interest rate caps. Interest rate swaps have the economic effect of converting

borrowings from floating rates to fixed rates. Generally, the Group raises long-term borrowings at floating rates and swaps them into fixed rates that are lower than those

available if the Group borrowed directly at fixed rates. Under the interest rate swaps, the Group agrees with other parties to exchange, at specified intervals (primarily

quarterly), the difference between fixed contract rates and floating-rate interest amounts calculated by reference to the agreed notional amounts. Where the Group raises

long-term borrowings at fixed rates, it may enter into fixed-to-floating interest rate swaps to enable the cash flow interest rate risk to be managed in conjunction with its

floating rate borrowings.

The table below considers the direct impact to interest costs of a 1% change to interest rates.

$ million20222021

Impact to net profit after tax of a 1% increase in interest rates(3.0)(1.1)

Impact to net profit after tax of a 1% decrease in interest rates3.01.1

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

83

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
12. Financial risk management (continued)

12.3. Credit risk

Credit risk arises from cash, derivative financial instruments and credit exposures to customers. For banks and financial institutions, only independently credit rated parties

are accepted, and when derivative contracts are entered into their credit risk is assessed. For customers, the Group assesses the credit quality of the customer, considering

its financial position, past experience and any other relevant factors. The overall credit risk is managed with a credit policy that monitors exposures and ensures that the

Group does not bear unacceptable concentrations of credit risk.

The Group’s maximum exposure to credit risk is best represented by the total of its debtors, derivative financial instrument assets and cash as shown in the Balance Sheet.

To mitigate credit risk the Group holds security deposits, bank guarantees, parent company guarantees or personal guarantees as deemed appropriate.

12.4. Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations from its financial liabilities. The Group’s approach to management of liquidity risk

is to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses

or risking damage to the Group's reputation. The Group manages this risk through active monitoring of the Group's liquidity position and availability of borrowings from

committed facilities.

The following table outlines the Group’s financial liabilities by their relevant contractual maturity date. Values are the contractual undiscounted cash flows and include both

principal and interest where applicable.

$ millionYear 1Year 2Year 3Year 4Year 5

Year 6

and later

To t a l

cash flows

Carrying

value

2022

Borrowings129.1125.6120.174 .716 3.5530.91,14 3.91 , 0 0 7.7

Derivative financial instruments0.80.80.80.80.50.64.32.5

Lease liabilities3.53.53.21.91.00.914.066.0

Creditors and other liabilities32.8–––––32.832.8

Total166.2129.9124.17 7. 4165.0532.41,195.01,109.0

2021

Borrowings22.417 9.1114.3108.863.8331.5819.97 2 1 .7

Derivative financial instruments2.12.12.12.01.52.111.93.9

Lease liabilities3.43.43.43.11.81.816.965.5

Creditors and other liabilities25.4–––––25.425.4

Total53.3184.6119.8113.96 7. 1335.48 74 . 1816.5

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

GOODMAN PROPERTY TRUST ANNUAL REPORT 202284

FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
12. Financial risk management (continued)

12.5. Capital management risk

The Group's policy is to maintain a strong capital base to maintain investor, creditor and market confidence, while maximising the return to investors through optimising the

mix of debt and equity. The Group meets its objectives for managing capital through its investment decisions on the acquisition, development and disposal of assets, its

distribution policy and raising new equity. The Group's policies in respect of capital management are reviewed regularly by the Board of Directors of the Manager.

The Group's capital structure includes bank debt, retail bonds, wholesale bonds, US Private Placement notes and unitholders’ equity. GMT’s Trust Deed requires the Group’s

ratio of borrowings to the aggregate value of its property assets to be less than 50%. The Group complied with this requirement during this year and the prior year.

The Group has issued retail bonds, wholesale bonds and US Private Placement notes, the terms of which require that the total borrowings of GMT and its subsidiaries do not

exceed 50% of the value of the property portfolio on which these borrowings are secured. The Group complied with this requirement during this year and the prior year.

12.6. Fair value of financial instruments

Except for the retail bonds, wholesale bonds and US Private Placement notes; the carrying values of all balance sheet financial instruments approximate their estimated fair

value. The fair values of retail bonds, wholesale bonds and US Private Placement notes are as follows:

$ millionFair value hierarchy2022202 1

Retail bondsLevel 1302.4320.1

Wholesale bondsLevel 2354.217 9. 8

US Private Placement notesLevel 2U S $114.8U S$120.5

The Group classifies its fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value

hierarchy has the following levels:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs).

The fair value of financial instruments classified as Level 2, being wholesale bonds and US Private Placement notes, is measured using a present value calculation of the

future cashflows using the relevant term swap rate as the discount factor.

The level in the fair value hierarchy within which the fair value measurement is categorised is determined on the basis of the lowest input to the fair value measurement. If a fair

value measurement uses observable inputs that require significant adjustment based on unobservable inputs, the measurement is a Level 3 measurement.

The Group’s policy is to recognise transfers into and transfers out of fair value hierarchy levels at the date of the event or change in circumstance that caused the transfer.

13. Operating segments

The Trust’s activities are reported to the Board as a single operating segment; therefore, these financial statements are presented in a consistent manner to that reporting.

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

85

OUR OPINION
In our opinion, the accompanying financial statements of Goodman Property Trust (the Trust), including its subsidiaries (the Group), present fairly, in all material respects, the financial

position of the Group as at 31 March 2022, its financial performance and its cash flows for the year then ended in accordance with New Zealand Equivalents to International

Financial Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The Group's financial statements comprise:

+ the balance sheet as at 31 March 2022;

+ the statement of profit or loss for the year then ended;

+ the statement of changes in equity for the year then ended;

+ the statement of cash flows for the year then ended; and

+ the notes to the financial statements, which include significant accounting policies and other explanatory information.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and International Standards on Auditing (ISAs). Our responsibilities under

those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners (including International

Independence Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the International Code of Ethics for Professional

Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we have fulfilled our other

ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of assurance services relating to the performance fee calculation, agreed upon procedures relating to the financial

covenants of the bank facilities, guidance on the application of materiality for the purposes of the Group’s Green Bond Offer and reporting to the supervisor of GMT Bond Issuer

Limited. The provision of these other services has not impaired our independence as auditor of the Group.

KEY AUDIT MATTER

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current year. This matter was

addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.

INDEPENDENT AUDITOR’S REPORT

To the unitholders of Goodman Property Trust

86GOODMAN PROPERTY TRUST ANNUAL REPORT 2022

Description of the key audit matterHow our audit addressed the key audit matter
Valuation of investment property

As disclosed in note 1, the portfolio of investment properties comprising Auckland

industrial stabilised properties and investment property under development held

by the Group was valued at $4.8 billion as at 31 March 2022.

The valuation of investment properties is inherently subjective. A small difference

in any one of the key market input assumptions, when aggregated, could result in

a material misstatement of the valuation of investment properties.

Valuations were carried out by independent registered valuers selected by the

Group. The valuers performed their work in accordance with the International

Valuation Standards and the Australia and New Zealand Valuation and Property

Standards. The valuers engaged are well- known firms, with experience in the

market in which the Group operates.

In determining a property's valuation, the valuers consider property specific

information such as current tenancy agreements and rental income earned by

the asset.

They then apply assumptions in relation to market capitalisation rates, market rental

and rental growth rates, based on available market data and transactions, to arrive

at a range of valuation outcomes, from which they derive a point estimate.

Due to the unique nature of each property, the assumptions applied take into

consideration the individual property characteristics, as well as the qualities of the

property as a whole.

Management verifies all key inputs to the valuations, assesses property valuation

movements against prior periods and holds discussions with the directors of

Goodman (NZ) Limited (the Manager) on the process and results of the valuation.

The valuation of investment properties is inherently subjective given that there are

alternative assumptions and valuation methods that may result in a range of values.

We considered the adequacy of the disclosures made in note 1 to the financial statements.

This note explains that there is significant estimation uncertainty in relation to the

valuation of investment property. We discussed with management and obtained sufficient

appropriate audit evidence to demonstrate that management’s assessment of the

suitability of the inclusion of the valuation in the balance sheet and disclosures made in the

financial statements were appropriate.

In assessing the individual valuations, we performed the procedures outlined below.

We held discussions with management and the valuers to understand:

+ movements in the Group’s investment property portfolio

+ changes in the conditions of properties within the portfolio

+ the impact of climate change and related risks on the portfolio

+ the controls in place over the valuation process.

On a sample basis, with emphasis on properties with significant or unusual fluctuations in

key inputs compared to other investment properties held by the Group, we performed the

following procedures:

+ obtained an understanding of the key inputs in the valuation

+ agreed forecast contractual rental and lease terms to lease agreements with tenants

+ considered whether seismic assessments and/or capital maintenance requirements

had been taken into account in the valuations, with reference to supporting

documentation.

We held separate discussions with each of the independent registered valuers to gain an

understanding of the assumptions and estimates used and the valuation methodology

applied.

We also engaged our own valuation experts to critique and independently assess, based

on their market and valuation knowledge, the work performed, and assumptions and

estimates made by the valuers, on a sample basis.

We found no evidence of bias in determining the values.

INDEPENDENT AUDITOR’S REPORT — CONTINUED

To the unitholders of Goodman Property Trust

87

OUR AUDIT APPROACH OVERVIEW
Overview

Overall group materiality: $5,130,000, which represents 5% of profit before tax excluding movements

in fair value of investment property and financial instruments.

We chose profit before tax excluding movements in the fair value of investment property and financial

instruments as the benchmark because, in our view, it is the benchmark against which the performance

of the Group is most commonly measured by users.

Following our assessment of the risk of material misstatement, a full scope audit was performed over the

consolidated Group balances.

As reported above, we have one key audit matter, being:

+ Valuation of investment property

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we considered where management

made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.

As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias

that represented a risk of material misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance about whether the financial statements are free from

material misstatement. Misstatements may arise due to fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of the financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group materiality for the financial statements as a whole as

set out above. These, together with qualitative considerations, helped us to determine the scope of our audit, the nature, timing and extent of our audit procedures and to evaluate the

effect of misstatements, both individually and in aggregate, on the financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of

the Group, the accounting processes and controls, and the industry in which the Group operates.

INDEPENDENT AUDITOR’S REPORT — CONTINUED

To the unitholders of Goodman Property Trust

88GOODMAN PROPERTY TRUST ANNUAL REPORT 2022

Materiality

Group

scoping

Key audit

matters

OTHER INFORMATION
The directors of the Manager are responsible for the other information. The other information comprises the information included in the annual report, but does not include the

financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of audit opinion or assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially

inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the

other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that

fact. We have nothing to report in this regard.

RESPONSIBILITIES OF THE DIRECTORS OF THE MANAGER FOR THE FINANCIAL STATEMENTS

The directors of the Manager are responsible, on behalf of the Trust, for the preparation and fair presentation of the financial statements in accordance with NZ IFRS and IFRS, and for

such internal control as the Manager determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Manager is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the Manager either intends to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and

ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (NZ), the auditor exercises professional judgement and maintains professional scepticism throughout the audit.

The auditor also:

+ Identifies and assesses the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, designs and performs audit procedures

responsive to those risks, and obtains audit evidence that is sufficient and appropriate to provide a basis for the auditor’s opinion. The risk of not detecting a material

misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of

internal control.

+ Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on the effectiveness of the Group’s internal control.

+ Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

+ Concludes on the appropriateness of the use of the going concern basis of accounting by those charged with governance and, based on the audit evidence obtained, whether

a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If the auditor concludes that a

material uncertainty exists, the auditor is required to draw attention in the auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures

are inadequate, to modify the auditor’s opinion. The auditor’s conclusions are based on the audit evidence obtained up to the date of the auditor’s report. However, future events

or conditions may cause the Group to cease to continue as a going concern.

INDEPENDENT AUDITOR’S REPORT — CONTINUED

To the unitholders of Goodman Property Trust

89

INDEPENDENT AUDITOR’S REPORT — CONTINUED
To the unitholders of Goodman Property Trust

+ Evaluates the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements

represent the underlying transactions and events in a manner that achieves fair presentation.

+ Obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated

financial statements. The auditor is responsible for the direction, supervision and performance of the group audit. The auditor remains solely responsible for the audit opinion.

The auditor communicates with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any

significant deficiencies in internal control that the auditor identifies during the audit.

The auditor also provides those charged with governance with a statement that the auditor has complied with relevant ethical requirements regarding independence, and to

communicate with them all relationships and other matters that may reasonably be thought to bear on the auditor’s independence, and where applicable, actions taken to eliminate

threats or safeguards applied.

From the matters communicated with those charged with governance, the auditor determines those matters that were of most significance in the audit of the consolidated financial

statements of the current period and are therefore the key audit matters. The auditor describes these matters in the auditor’s report unless law or regulation precludes public

disclosure about the matter or when, in extremely rare circumstances, the auditor determines that a matter should not be communicated in the auditor’s report because the adverse

consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

WHO WE REPORT TO

This report is made solely to the Trust’s unitholders, as a body. Our audit work has been undertaken so that we might state those matters which we are required to state to them in an

auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Trust and the Trust’s unitholders,

as a body, for our audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Richard Day.

For and on behalf of:

Chartered Accountants Auckland

18 May 2022

GOODMAN PROPERTY TRUST ANNUAL REPORT 202290

FINANCIAL
S TAT E M E N T S

For the year ended 31 March 2022

GMT BOND ISSUER LIMITED

91

OfficeMax automated box folder - creating box sizes to fit the order.

CONTENTS

PROFIT OR LOSS 92

BALANCE SHEET 92

CHANGES IN EQUITY 93

CASH FLOWS 93

GENERAL INFORMATION 94

NOTES TO THE FINANCIAL STATEMENTS:

1. Borrowings 95

2. Advances to related parties 96

3. Administrative expenses 96

4. Commitments and contingencies 96

5. Reconciliation of profit

after tax to net cash flows

from operating activities 97

6. Financial risk management 97

7. Equity 99

INDEPENDENT AUDITOR’S REPORT 100

The Board of GMT Bond Issuer Limited, authorised these financial

statements for issue on 18 May 2022. For and on behalf of the Board:



Keith Smith Laurissa Cooney

Chair Chair, Audit Committee

FINANCIAL STATEMENTS OF GMT BOND ISSUER LIMITED
$ million20222021

Interest income20.620.8

Interest cost(20.6)(20.8)

Profit before tax––

Ta x––

Profit after tax attributable to shareholder––

There are no items of other comprehensive income, therefore profit after tax attributable to shareholder equals total comprehensive income attributable to shareholder.

BALANCE SHEET

As at 31 March 2022

$ millionNote20222021

Non-current assets

Advances to related parties 2600.0500.0

Current assets

Advances to related parties210 0.0–

Interest receivable from related parties5.63.5

Cash0.10.1

Total assets70 5.7503.6

Non-current liabilities

Borrowings1600.0500.0

Current liabilities

Borrowings110 0.0 –

Interest payable5 .73.6

Total liabilities70 5.7503.6

Net assets––

Equity

Contributed equity7––

Retained earnings ––

Total equity––

PROFIT OR LOSS

For the year ended 31 March 2022

GMT BOND ISSUER LIMITED ANNUAL REPORT 202292

FINANCIAL STATEMENTS OF GMT BOND ISSUER LIMITED
CASH FLOWS

For the year ended 31 March 2022

$ millionNote20222021

Cash flows from operating activities

Interest income received18.522.3

Interest costs paid(18.5)(22.4)

Net cash flows from operating activities5–(0.1)

Cash flows from investing activities

Repayment of related party advances–10 0.0

Related party advances made(200.0)(200.0)

Net cash flows from investing activities(200.0)(100.0)

Cash flows from financing activities

Proceeds received from issue of wholesale bonds200.0200.0

Repayment of retail bonds–(10 0.0)

Net cash flows from financing activities200.0100.0

Net movement in cash–(0.1)

Cash at the beginning of the year0.10.2

Cash at the end of the year0.10.1

CHANGES IN EQUITY

For the year ended 31 March 2022

$ million

Contributed

equity

Retained

earningsTo t a l

As at 1 April 2020–––

Profit after tax–––

As at 31 March 2021–––

Profit after tax–––

As at 31 March 2022–––

There are no items of other comprehensive income to include within changes in equity, therefore profit after tax equals total comprehensive income.

93

FINANCIAL STATEMENTS OF GMT BOND ISSUER LIMITED
REPORTING ENTITY

GMT Bond Issuer Limited (“the Company”) was incorporated on 5 November 2009.

The address of its registered office is Level 2, 18 Viaduct Harbour Avenue, Auckland.

GMT Bond Issuer Limited is an issuer for the purposes of the Financial Reporting

Act 2013 as its issued retail bonds are listed on the New Zealand Debt Exchange

(“NZDX”). GMT Bond Issuer Limited is a registered company under the Companies

Act 1993.

GMT Bond Issuer Limited is a profit-oriented company incorporated and domiciled in

New Zealand. The Company was incorporated to undertake issues of debt securities

with the purpose of on-lending the proceeds to Goodman Property Trust (“GMT”) by

way of interest bearing advances.

BASIS OF PREPARATION AND MEASUREMENT

The principal accounting policies applied in the preparation of the financial report are

set out below. These policies have been consistently applied to all periods presented

unless otherwise stated.

The financial statements of the Company have been prepared in accordance with

the requirements of Part 7 of the Financial Markets Conduct Act 2013. The financial

statements have been prepared in accordance with New Zealand Generally Accepted

Accounting Practice (“NZ GAAP”), comply with New Zealand equivalents to International

Financial Reporting Standards (“NZ IFRS”), other New Zealand accounting standards

and authoritative notices that are applicable to entities that apply NZ IFRS. The

Company is a for-profit entity for the purposes of complying with NZ GAAP. The financial

statements also comply with International Financial Reporting Standards (“IFRS”).

The financial statements have been prepared on the historical cost basis.

The financial statements are in New Zealand dollars, the Company’s functional currency.

SIGNIFICANT ESTIMATES AND JUDGEMENTS

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to

accounting estimates are recognised in the period in which the estimate is revised and

in the future periods affected.

SIGNIFICANT ACCOUNTING POLICIES

Interest income

Interest income from advances to related parties is recognised using the effective

interest method.

Interest cost

Interest expense charged on borrowings is recognised as incurred using the effective

interest method.

Advances to related parties

Advances to related parties are recorded initially at fair value, net of transaction costs.

Subsequent to initial recognition, they are carried at amortised cost using the effective

interest method.

Interest receivable from related parties

These amounts represent the fair value of interest income recognised but not yet due

for payment. Due to the short term nature of the receivables, the recoverable value

represents the fair value.

Borrowings

Borrowings are recorded initially at fair value, net of transaction costs. Subsequent to

initial recognition, borrowings are carried at amortised cost using the effective interest

method.

Interest payable

Interest payable represents interest costs recognised as an expense but not yet due for

payment.

Financial risk management

Financial instruments are classified dependent on the purpose for which the financial

instrument was acquired or assumed. Management determines the classification of its

financial instruments at initial recognition between two categories:

Amortised cost Instruments recorded at amortised cost are those with fixed

or determined receipts / payments that are recorded at their

expected value at balance date.

Fair value through Instruments recorded at fair value through Profit or Loss have

Profit or Loss their fair value measured via active market inputs, or by using

valuation techniques if no active market exists.

CHANGES IN ACCOUNTING POLICY

There have been no changes in accounting policies made during the financial year.

NEW ACCOUNTING STANDARDS NOW ADOPTED

There have been no new accounting standards that are applicable to these financial

statements.

GENERAL INFORMATION

For the year ended 31 March 2022

GMT BOND ISSUER LIMITED ANNUAL REPORT 202294

FINANCIAL STATEMENTS OF GMT BOND ISSUER LIMITED
1. Borrowings

1.1. Composition of borrowings

Carried atDate issuedMaturityInterest rate

2022

$ million

202 1

$ million

Retail bonds – GMB030Amortised costJun 15Jun 225.000%10 0.010 0.0

Retail bonds – GMB040Amortised costMay 17May 244.54 0%10 0.010 0.0

Retail bonds – GMB050Amortised costMar 18Sep 234.000%10 0.010 0.0

Wholesale bonds – 8 yearsAmortised costSep 20Sep 282.262%50.050.0

Wholesale bonds – 10 yearsAmortised costSep 20Sep 302.559%150.0150.0

Wholesale bonds – 6 yearsAmortised costDec 21Dec 273.656%200.0–

Total700.0500.0

1.2. Security and covenants

All borrowing facilities are secured on an equal ranking basis over the assets of the wholly-owned subsidiaries of the Company’s parent entity, Goodman Property Trust.

A loan to value covenant restricts total borrowings incurred by the Goodman Property Trust Group to 50% of the value of the secured property portfolio.

The Goodman Property Trust Group has given a negative pledge which provides that it will not create or permit any security interest over its assets. The principal financial

ratio which must be met is the ratio of financial indebtedness to the value of the property portfolio. Further negative and positive undertakings have been given as to the

nature of the Goodman Property Trust Group’s business.

SIGNIFICANT TRANSACTIONS

In December 2021, the Company issued $200.0 million of wholesale bonds, with a 6 year term expiring in December 2027, paying a fixed interest rate of 3.656%.

SUBSEQUENT EVENT

In April 2022, the Company issued $150.0 million of green bonds, with a 5 year term expiring in April 2027, paying a fixed interest rate of 4.740%.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 March 2022

95

FINANCIAL STATEMENTS OF GMT BOND ISSUER LIMITED
2. Advances to related parties

GMT Bond Issuer Limited is a wholly-owned subsidiary of Goodman Property Trust. All members of the Goodman Property Trust Group are considered to be related parties

of the Company.

2 .1. Composition of advances to related parties

Carried atDate issuedMaturityInterest rate

2022

$ million

202 1

$ million

Advance made to Goodman Property Trust in June 2015Amortised costJun 15Jun 225.000%10 0.010 0.0

Advance made to Goodman Property Trust in May 2017Amortised costMay 17May 244.54 0%10 0.010 0.0

Advance made to Goodman Property Trust in March 2018Amortised costMar 18Sep 234.000%10 0.010 0.0

Advance made to Goodman Property Trust in September 2020Amortised costSep 20Sep 282.262%50.050.0

Advance made to Goodman Property Trust in September 2020Amortised costSep 20Sep 302.559%150.0150.0

Advance made to Goodman Property Trust in December 2021Amortised costDec 21Dec 273.656%200.0–

Total700.0500.0

2.2. Guarantee

Covenant Trustee Services Limited (as Trustee for Goodman Property Trust) has entered into a guarantee under which Goodman Property Trust unconditionally and

irrevocably guarantees all of the obligations of GMT Bond Issuer Limited under its Bond Trust Documents.

3. Administrative expenses

Goodman Property Trust, the Company's parent, paid all fees for audit services provided to the Company (2022: $15,000, 2021: $12,500), audit related services of

reporting to the Supervisor (2022: $3,000, 2021: $2,000) and fees for materiality guidance on the green bond issuance (2022: $6,000, 2021: $nil).

4. Commitments and contingencies

4.1. Capital commitments payable

GMT Bond Issuer Limited has no capital commitments.

4.2. Contingent liabilities

GMT Bond Issuer Limited has no material contingent liabilities.

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

GMT BOND ISSUER LIMITED ANNUAL REPORT 202296

FINANCIAL STATEMENTS OF GMT BOND ISSUER LIMITED
5. Reconciliation of profit after tax to net cash flows from operating activities

$ million20222021

Profit after tax––

Movements in working capital from:

Interest receivable from related parties(2.1)1.5

Interest payable2.1(1.6)

Movements working capital–(0.1)

Net cash flows from operating activities–(0.1)

6. Financial risk management

The Company is exposed to financial risk for the financial instruments that it holds. Financial risk can be classified in the following categories; interest rate risk, credit risk,

liquidity risk and capital management risk.

The Board has delegated to the Goodman (NZ) Limited Audit Committee the responsibility to review the effectiveness and efficiency of management processes, risk

management and internal financial controls and systems as part of their duties.

6.1. Financial instruments

The following items in the Balance Sheet are classified as financial instruments: Advances to related parties, cash, interest receivable from related parties, borrowings and

interest payable. All items are recorded at amortised cost.

6.2. Interest rate risk

Interest rate risk is the risk that the value or future value of cash flows of a financial instrument will fluctuate because of changes in interest rates. The Board is responsible for

the management of interest rate risk arising from the external borrowings.

To mitigate interest rate risk, all advances to related parties have fixed interest rates receivable that match the fixed interest rates payable on borrowings.

6.3. Credit risk

Credit risk is the risk of loss that arises from a counterparty failing to meet their contractual commitment in full and on time, or from losses arising from the change in value of

a trading financial instrument as a result of changes in credit risk of that instrument.

The Company's exposure to credit risk is limited to cash and deposits held with banks and credit exposure for the advances to related parties.

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if applicable) or to historical information

about counterparty default rates. All financial assets are with Goodman Property Trust. Goodman Property Trust has been assigned a rating of BBB with a stable outlook by

S&P Global Ratings.

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

97

FINANCIAL STATEMENTS OF GMT BOND ISSUER LIMITED
6. Financial risk management (continued)

6.4. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations from its financial liabilities. The Company’s approach to management of liquidity risk

is to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or

risking damage to the Company's reputation.

The following table outlines the Company’s financial liabilities by their relevant contractual maturity date. Values are the contractual undiscounted cash flows and include both

principal and interest where applicable.

$ millionYear 1Year 2Year 3Year 4Year 5

Year 6

and later

To t a l

cash flows

Carrying

value

2022

Cash0.1–––––0.10.1

Financial assets – Advances to related parties121.9118.5113.012.312.3420.1798.1705.6

Financial liabilities – Borrowings(122.0)(118.5)(113.0)(12.3)(12.3)(420.1)(798.2)( 7 0 5 .7 )

Total––––––––

2021

Cash0.1–––––0.10.1

Financial assets – Advances to related parties18.41 14 .7111.21 0 5 .75.0219.85 74 . 8503.5

Financial liabilities – Borrowings(18.5)( 1 14 .7 )(111.2)( 1 0 5 .7 )(5.0)(219.8)( 5 74 . 9 )(503.6)

Total––––––––

6.5. Capital management risk

The Company's policy is to match the value, term and maturity of external borrowings to the value, term and maturity of advances made to related parties. This minimises

capital management risk for the Company.

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

GMT BOND ISSUER LIMITED ANNUAL REPORT 202298

FINANCIAL STATEMENTS OF GMT BOND ISSUER LIMITED
6. Financial risk management (continued)

6.6. Fair value of financial instruments

The fair value of financial instruments has been estimated as follows:

$ millionFair value hierarchy2022202 1

Related party receivablesLevel 2656.64 99.9

Retail bondsLevel 1(302.4)(320.1)

Wholesale bondsLevel 2(354.2)( 17 9. 8 )

For instruments where there is no active market, the Company may use internally developed models which are usually based on valuation methods and techniques generally

recognised as standard within the industry. Some of the inputs to these models may not be market observable and are therefore estimated based on assumptions.

The Company classifies its fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value

hierarchy has the following levels:

— Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

— Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

— Level 3: Inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs).

The fair value of wholesale bonds, classified as Level 2, is measured using a present value calculation of the future cashflows using the relevant term swap rate as the discount

factor. The fair value of related party receivables, classified as Level 2, is measured using the quoted prices of the retail bonds liability and the fair value of the wholesale bonds.

The level in the fair value hierarchy within which the fair value measurement is categorised is determined on the basis of the lowest input to the fair value measurement. If a fair

value measurement uses observable inputs that require significant adjustment based on unobservable inputs, the measurement is a Level 3 measurement.

The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer.

7. Equity

As at 31 March 2022, 100 ordinary shares had been issued for nil consideration (2021: 100 ordinary shares for nil consideration). All shares rank equally with one vote

attached to each share.

The Company has tangible assets of $0.1 million, and its net assets are nil. Consequently, the net tangible assets per bond at 31 March 2022 are nil (2021: nil).

NOTES TO THE FINANCIAL STATEMENTS — CONTINUED

99

OUR OPINION
In our opinion, the accompanying financial statements of GMT Bond Issuer Limited (the Company), present fairly, in all material respects, the financial position of the Company as

at 31 March 2022, its financial performance and its cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards

(NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The financial statements comprise:

+ the balance sheet as at 31 March 2022;

+ the statement of profit or loss for the year then ended;

+ the statement of changes in equity for the year then ended;

+ the statement of cash flows for the year then ended; and

+ the notes to the financial statements, which include significant accounting policies and other explanatory information.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and International Standards on Auditing (ISAs). Our responsibilities under

those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners (including International

Independence Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the International Code of Ethics for Professional

Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Our firm carries out other services for the Company in the area of reporting to the supervisor. The provision of these other services has not impaired our independence as auditor of

the Company.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current year. The entity obtains funds

from the issue of debt securities and then lends the proceeds to Goodman Property Trust at the same cost. Given the nature of the Company’s operations, we determined that there

were no key audit matters to communicate in our report.

INDEPENDENT AUDITOR’S REPORT

To the shareholder of GMT Bond Issuer Limited

100GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

OUR AUDIT APPROACH
Overview

Materiality Overall materiality: $206,000, which represents 1% of interest expense.

We chose interest expense as the benchmark because, in our view, it is the benchmark against which the performance of the Company is most commonly

measured by users.

Key audit matters As reported above, we have not identified any key audit matters from our audit given the nature of the entity. Refer to the Key audit matters section of our report.

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we considered where management

made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.

As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that

represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the

Company, the accounting processes and controls, and the industry in which the Company operates.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance about whether the financial statements are free from

material misstatement. Misstatements may arise due to fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of the financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall materiality for the financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit, the nature, timing and extent of our audit procedures and to evaluate the effect of

misstatements, both individually and in aggregate, on the financial statements as a whole.

OTHER INFORMATION

The Directors are responsible for the other information. The other information comprises the information included in the annual report, but does not include the financial statements and

our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of audit opinion or assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially

inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other

information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

INDEPENDENT AUDITOR’S REPORT — CONTINUED

To the shareholder of GMT Bond Issuer Limited

101

RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial statements in accordance with NZ IFRS and IFRS, and for such

internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and

ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (NZ), the auditor exercises professional judgement and maintains professional scepticism throughout the audit.

The auditor also:

+ Identifies and assesses the risks of material misstatement of the financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those

risks, and obtains audit evidence that is sufficient and appropriate to provide a basis for the auditor’s opinion. The risk of not detecting a material misstatement resulting from fraud

is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

+ Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on the effectiveness of the entity’s internal control.

+ Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

+ Concludes on the appropriateness of the use of the going concern basis of accounting by those charged with governance and, based on the audit evidence obtained, whether

a material uncertainty exists related to events or conditions that may cast significant doubt on the entity's ability to continue as a going concern. If the auditor concludes that a

material uncertainty exists, the auditor is required to draw attention in the auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate,

to modify the auditor’s opinion. The auditor’s conclusions are based on the audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may

cause the entity to cease to continue as a going concern.

+ Evaluates the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying

transactions and events in a manner that achieves fair presentation.

The auditor communicates with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any

significant deficiencies in internal control that the auditor identifies during the audit.

The auditor also provides those charged with governance with a statement that the auditor has complied with relevant ethical requirements regarding independence, and to

communicate with them all relationships and other matters that may reasonably be thought to bear on the auditor’s independence, and where applicable, actions taken to eliminate

threats or safeguards applied.

INDEPENDENT AUDITOR’S REPORT — CONTINUED

To the shareholder of GMT Bond Issuer Limited

GMT BOND ISSUER LIMITED ANNUAL REPORT 2022102

From the matters communicated with those charged with governance, the auditor determines those matters that were of most significance in the audit of the financial statements of the
current period and are therefore the key audit matters. The auditor describes these matters in the auditor’s report unless law or regulation precludes public disclosure about the matter

or when, in extremely rare circumstances, the auditor determines that a matter should not be communicated in the auditor’s report because the adverse consequences of doing so

would reasonably be expected to outweigh the public interest benefits of such communication.

WHO WE REPORT TO

This report is made solely to the Company’s shareholder. Our audit work has been undertaken so that we might state those matters which we are required to state to them in an

auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s

shareholder, for our audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Richard Day.

For and on behalf of:

Chartered Accountants Auckland

18 May 2022

INDEPENDENT AUDITOR’S REPORT — CONTINUED

To the shareholder of GMT Bond Issuer Limited

103

Exceed Logistics, Highbrook Business Park
104GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

OTHER

INFORMATION

105

CONTENTS

CORPORATE GOVERNANCE 106

BOARD OF DIRECTORS 114

MANAGEMENT TEAM 115

INVESTOR RELATIONS 116

GLOSSARY 118

BUSINESS DIRECTORY 119

INTRODUCTION
Corporate governance is the system by which organisations are directed and managed.

It influences how an organisation’s objectives are achieved, how its risks are monitored and

assessed, and how its performance is optimised.

The Board has adopted an overall corporate governance framework that is designed to meet

best practice standards and recognises that an effective corporate governance culture is critical

to success.

At all times, the Board strives to achieve governance outcomes which effectively balance the

needs of GMT and GMT Bond Issuer Limited investors, regulators and the wider market.

The governance section of the Goodman Property Trust website contains all the relevant

policies, charters and other documents described in this report.

GMT AND GMT BOND ISSUER LIMITED

GMT is an NZX listed unit trust created by the Trust Deed and administered under the Financial

Markets Conduct Act 2013 (“FMCA”). Covenant Trustee Services Limited is the Trustee and

supervisor of GMT and is appointed to hold the assets of GMT on trust for Unitholders. The

Trustee has the rights and powers in respect of the assets of GMT it could exercise as if it was

the absolute owner of such assets, but subject to the FMCA and the rights given to the Manager

by the FMCA and the Trust Deed.

GMT Bond Issuer Limited is a wholly owned subsidiary of GMT and issuer of Goodman+Bonds.

Goodman+Bonds are debt securities listed on the NZDX. They are direct, secured,

unsubordinated, obligations of the issuer, ranking equally with debt owed to GMT’s main banking

syndicate. Public Trust is the Bond Trustee for Goodman+Bonds.

GMT Bond Issuer Limited has no activities other than those necessary or incidental to the

issuing of Goodman+Bonds and complying with its obligations at law.

RELATIONSHIP WITH GOODMAN GROUP

Goodman Group is the Trust’s largest investor, owning approximately 24.76% of Units on issue

at 31 March 2022.

It is also the Manager of the Trust through its wholly owned subsidiary, Goodman (NZ) Limited.

The Manager receives fees for the fund management, property services, development

management and other services it provides through Goodman (NZ) Limited and Goodman

Property Services (NZ) Limited. These fees are summarised on the website within the corporate

governance section.

Goodman Group’s cornerstone investment and management contract, which includes a market

leading performance fee structure, ensures close alignment of interests between Goodman

Group and other Unitholders.

Goodman Group holds no Goodman+Bonds.

NZX CORPORATE GOVERNANCE CODE

The following section assesses GMT’s corporate governance framework against the principles

and recommendations of the NZX Corporate Governance Code. A more detailed analysis

against the NZX Code is set out in the Corporate Governance Statement which can be found

in the governance section of the Goodman Property Trust website https://nz.goodman.com/

who-we-are/corporate-governance.

Principle 1 — Code of Ethical Behaviour

The highest standards of behaviour are expected from the Directors and employees of the

Manager. These expectations are formalised in the following policies, practices and processes.

Code of Conduct

This policy establishes the standards of ethical and personal conduct expected of Directors

and employees. It is consistent with the wider corporate values of the Manager and compliance

with the policy is a condition of employment. Induction training and regular refresher sessions

are provided.

The policy specifically requires Directors and employees to act with honesty and integrity in a

professional and respectful manner, respecting confidentiality and in accordance with the law.

All stakeholders are to be treated fairly and individuals are expected to be transparent, declaring

and managing any conflicts of interest.

All Directors and employees are responsible for reporting unethical or corrupt behaviour and

the Manager will take whatever disciplinary action it considers appropriate in the circumstances,

including dismissal.

Financial Products Trading Policy

This policy reflects the insider trading provisions of the FMCA and strengthens those

requirements with additional compliance standards and procedures which Directors and

employees who wish to trade in GMT Units or Goodman+Bonds must comply with.

The Manager imposes trading windows through this policy as well as requiring written approval

of the CEO or Chair prior to any trade.

CORPORATE GOVERNANCE

106GOODMAN PROPERTY TRUST ANNUAL REPORT 1211GMT BOND ISSUER LIMITED ANNUAL REPORT 1211

CORPORATE GOVERNANCE — CONTINUED
Principle 2 — Board Composition & Performance

The Board works with Management to formulate and implement its strategy for the Trust,

monitoring its performance against set objectives. The Board also has the responsibility to

ensure business risks are appropriately identified and managed and that the statutory, financial

and social responsibilities of the Manager are complied with.

Board Charter

The Board Charter sets out the roles and responsibilities of the Board, while a statement of

investment policies and objectives provides the strategic framework.

To facilitate the effective execution of its responsibilities, the Board has developed a statement

of delegated authority for Management. This statement clarifies which matters are dealt with by

the Board and which matters are the responsibility of Management and includes areas such as

finance, corporate matters and property transactions.

A copy of the Board’s approved mandate and Board Charter can be found on the website within

the corporate governance section.

Board Composition

The Board of the Manager comprises seven Directors, with a majority being independent (as

defined in the Listing Rules). John Dakin, Gregory Goodman and Phil Pryke are not considered

independent due to their relationship with Goodman Group. The biographies of the Directors

can be found online at www.goodmanreport.co.nz.

The Board during the year included:

NameClassificationOriginal appointmentExpiry of current term

Keith SmithIndependent Director13 May 2004The date of the annual meeting

of unitholders in 2022

Laurissa CooneyIndependent Director4 November 2020The date of the annual meeting

of unitholders in 2024

David GibsonIndependent Director2 February 2021The date of the annual meeting

of unitholders in 2024

Leonie FreemanIndependent Director11 October 2011The date of the annual meeting

of unitholders in 2024

Gregory GoodmanNon-executive Director23 December 2003n/a

Phil PrykeNon-executive Director28 January 200428 February 2023

John DakinExecutive Director1 July 201230 June 2024

Directors have an average tenure of 11 years at 31 March 2022. They are encouraged to

undertake training to ensure they have the market knowledge and governance expertise to

perform their roles and duties. Any new director receives a comprehensive induction that

includes a tour of the Trust’s assets.

All Directors are appointed for three-year terms, after which they are eligible for reappointment

(1)

.

Independent Directors are appointed by Unitholders in the manner described in the Trust

Deed. As the Manager is a wholly owned subsidiary of Goodman Group, appointment of non-

independent directors is made by Goodman Group.

The Board of GMT Bond Issuer Limited replicates the Board of the Manager. A separate Board,

including separate Board meetings, is maintained to ensure the obligations of GMT Bond Issuer

Limited as the issuer of the Goodman+Bonds are met.

Both entities have written agreements with each Director setting out the terms and conditions of

their appointment.

Diversity and inclusion

As an externally managed Unit Trust, GMT does not have any employees. The Directors and

staff are employed through Goodman (NZ) Limited and Goodman Property Services (NZ)

Limited, subsidiaries of Goodman Group.

A diversity and inclusion policy, specific to NZ Directors and employees was adopted in 2018.

It recognises that an inclusive and diverse culture provides a greater variety of views and ideas

that lead to better business outcomes. Under this policy, the Manager undertakes to measure

gender, ethnicity and age on a regular basis and to report progress against future targets.

The table below shows the gender split between the various business segments and compares

this against the 2023 targets included in the diversity and inclusion policy.

Gender diversity

To t a l

persons

FemaleMale

202120222023202120222023

Board728.6%28.6%>40%71.4%71.4%<60%

Executive*828.6%3 7. 5 %>40%5 7. 1%62.5%<60%

Managerial1220.0%33.3%>35%80.0%6 6 .7 %<65%

Other staff445 3 .7 %50.0%=50%46.3%50%=50%

*The proportion of male and female executive team members does not sum to 100% in 2021 as participants can choose not

to answer.

Of the seven directors that comprise the Board two are female and five are male and the four

officers are all males. The composition is unchanged from the 2021 financial year.

Of the executives three are female and five are male.

Of the 64 staff that make up the business 45.3% are female and 54.3% are male. Around 6%

of our people identify as part of the LGBTQI+ community.

On average, a Goodman team member has been with the business for 8 years and is

approximately 40 years old. It's a team that includes nine different ethnicities, with speakers of

11 different languages.

(1)

The exception is Gregory Goodman who has a standing appointment in his role as Group CEO of Goodman Group.

107

CORPORATE GOVERNANCE — CONTINUED
The Chair and the Chief Executive Officer

As recommended by the NZX Code, the roles of Chair and Chief Executive Officer are

separated. This separation avoids concentrations of influence and increases accountability.

Keith Smith is the Chair and John Dakin is the Chief Executive Officer of the Manager. John is

also an Executive Director of the Manager.

Board Meetings

The Board typically meets in person five times a year, with one of those meetings focused on

business planning and strategy.

During the financial year to 31 March 2022, all Directors attended each Board meeting they were

entitled to attend. The 100% attendance record was also maintained in the 2021 financial year.

The Independent Directors are encouraged to meet separately when necessary and, in any

event, not less than once a year. They are also entitled to take independent legal advice at the

Manager’s expense should they believe it necessary to adequately perform their role.

Company Secretary

The company secretarial function is performed by Anton Shead, the Manager’s General Counsel

and Company Secretary. Refer to www.goodmanreport.co.nz for Anton’s biography.

Principle 3 — Board Committees

The Board establishes committees to assist in the exercise of its functions and duties and to

ensure that all risks are effectively monitored and managed.

Audit Committee

The Audit Committee is a permanent committee which typically meets four times a year. As

at the date of this Report, the Audit Committee has a majority of Independent Directors and

comprises: Laurissa Cooney (Chair), Keith Smith, Leonie Freeman, David Gibson and Phil Pryke.

Phil Pryke is the only Director on the Audit Committee who is not independent.

All members of the Audit Committee are non-executive Directors.

The Audit Committee operates under the terms of a formal charter, a copy of which is available

on the website within the corporate governance section. The duties and responsibilities of the

Audit Committee include the following:

+monitoring the independence, ability and objectivity of the external auditor

+ensuring the Key Audit Partner (as defined in the Listing Rules) is changed every five years

+reviewing the financial statements of GMT and GMT Bond Issuer Limited and overseeing the

auditing of those financial statements

+reviewing and reporting to the Board on the appropriateness of GMT’s Financial Risk

Management policy

+setting the parameters for the internal audit programme, overseeing its implementation and

reviewing its outputs and recommendations

+overseeing and advising on the Manager’s internal risk management programme.

Remuneration Committee

The NZX Code recommends that a Remuneration Committee be established to benchmark

remuneration packages for Directors and senior employees and that this be disclosed to investors.

GMT has not followed this recommendation during the financial year ended 31 March 2022,

as its external management structure means that these costs are borne by the Manager and a

Remuneration Committee is not required.

In the interests of transparency and good governance the Manager has disclosed the basis upon

which the Goodman Group Remuneration and Nominations Committee determines the packages

payable to Directors and employees involved with its New Zealand operations. This disclosure is

included under Principle 5 on page 109.

Nomination Committee

GMT’s Trust Deed gives Unitholders the right to nominate and appoint Independent Directors.

The Board, rather than a committee, manage the nomination and appointment process of any

new non-independent director. The Goodman Group Nomination Charter applies to the extent

relevant and should the Board decide to add a director (whether as the result of a retirement or

otherwise), then the Board may constitute a committee to consider that appointment.

Other Committees

The Board may from time to time establish other committees for a specific purpose. The terms

of reference for each committee is agreed by the Board as part of the establishment process.

Examples include:

(a) Due Diligence Committee

The Board will establish a Due Diligence Committee to oversee and report to the Board on

any transaction of a significant size and/or complexity.

A Due Diligence Committee will usually include at least one Independent Director, relevant

external consultants and members of Management considered appropriate for the

transaction in question.

(b) Appointments Committee

The Board will, when it considers appropriate, constitute an Appointments Committee to

consider senior executive and director appointments and performance. An Appointments

Committee will usually include at least one Independent Director and other persons

considered appropriate.

108GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

CORPORATE GOVERNANCE — CONTINUED
Takeover protocol

The Board has approved a Takeover Response Manual, which establishes the procedure to be

followed if there is a takeover offer, including the establishment of an independent committee to

manage the response obligations.

Principle 4 — Reporting & Disclosure

A fully informed and efficient market builds investor confidence which ultimately contributes to

the investment performance of the Trust and its ability to raise capital.

The Manager is committed to keeping Unitholders, regulators and other stakeholders fully and

promptly informed of all material information. The Manager has policies and procedures that

govern the behaviour of the Directors and employees ensuring balanced and timely information

is provided to the market.

Continuous Disclosure Policy

The Manager has a Continuous Disclosure Policy which details the relevant legal requirements

and sets out the procedures put in place to ensure compliance with them.

Related Party Policy

The Manager believes that having a Board with a majority of experienced and strong

Independent Directors, effectively manages any related party issues or conflicts that could arise

with an external management structure.

A comprehensive Related Party Policy summarises the relevant restrictions contained in

the Listing Rules, the law and relevant contractual commitments, and how these issues are

managed. The Manager uses this policy as a tool to ensure that:

+Management and the Board are properly briefed and educated on the relevant restrictions

and the processes put in place to ensure compliance with these restrictions

+Unitholders and the investment market recognise that the Manager deals with related party

issues in an appropriate, transparent and robust manner.

Other reporting

The Manager has extended GMT’s corporate reporting in recent years to provide a broader

overview of the business, explaining how the Trust creates long-term value for all its stakeholders.

It includes additional information about the Managers own-develop-manage business model, the

current investment strategy and achievements in the sustainability programme.

Fourteen factors were identified as key drivers of the Trust’s success in a materiality survey

undertaken with a representative group of stakeholders in FY21. The seven most important

included, customer attraction and retention, sustainable structure, operations and results,

health, safety and wellbeing, flexible and adaptable properties, diversity and inclusiveness,

sustainable design and management, and responsible investment. These seven areas are the

focus of GMT’s corporate reporting.

Access to key governance documents

The governance section of the website, https://nz.goodman.com/who-we-are/corporate-

governance contains all the relevant policies, charters and other documents described in this

report including;

+The Trust Deed of Goodman Property Trust

+The Statement of Investment Policies and Objectives for Goodman Property Trust

+Goodman (NZ) Limited Audit Committee Charter

+Goodman Property Trust Fee Summary

+Goodman (NZ) Limited Board Charter

+Goodman (NZ) Limited Board Mandate

+Code of Conduct

+Corporate Governance Statement

+Financial Products Trading Policy

+Goodman (NZ) Limited Diversity Policy

+Continuous Disclosure Policy

+Related Party Policy

+Health and Safety Statement

Together with the Trust Deed of GMT Bond Issuer Limited (including the Supplemental Trust Deeds).

Principle 5 — Remuneration

GMT’s external management structure means that the Trust does not have any Directors or

employees of its own.

The remuneration of the Directors and employees are direct costs of Goodman (NZ) Limited

and Goodman Property Services (NZ) Limited respectively. The expense is a cost of managing

GMT, a service for which these entities receive fees. For these reasons, in relation to the financial

year ended 31 March 2022, it is not possible to comply with the NZX Code recommendations

that issuers have a remuneration policy and that Director remuneration be approved by

unitholders. In this respect the NZX code recommendations have no application to a Unit Trust

such as GMT, as it has no Directors or employees.

A breakdown of the fees paid by GMT in FY22 is provided in Note 9 of the Financial Statements,

pa ge 79.

In the interests of transparency and good governance the Manager has disclosed the basis

upon which Goodman Group's Remuneration Committee determines the packages payable to

Directors and employees involved with its New Zealand operations. This detail is provided with

the consent of the Directors and the Chief Executive Officer.

109

CORPORATE GOVERNANCE — CONTINUED
Directors remuneration

Directors of Goodman (NZ) Limited are paid fees that reflect the responsibility of governing the

Trust and implementing a strategy that creates value for its investors. The level of remuneration

is regularly benchmarked against other comparable companies.

Directors were entitled to fees, including fees for ad-hoc committees, as set out below. None of

the Directors are paid performance related fees relating to their directorships.

DirectorRole

2022

$

2021

$

Keith SmithChair, Independent Director165,000155,000

Laurissa Cooney

(Appointed 4 November 2020)

Independent Director,

Chair Audit Committee (from 1 January 2021)

120,00039,250

Leonie FreemanIndependent Director100,00090,000

David Gibson

(Appointed 2 February 2021)

Independent Director100,00015,000

Phil PrykeNon-executive Director100,00090,000

Greg GoodmanNon-executive Director––

John DakinExecutive Director––

With effect from 1 April 2021, the Chair receives $160,000 per annum, the Chair of the Audit

Committee $120,000 per annum and each other Director $100,000 per annum. In addition,

Directors are paid $300 per hour for time spent in relation any ad-hoc committees, such as a

Due Diligence Committee.

Greg Goodman and John Dakin are remunerated by way of salary for their executive roles and

are not paid any additional remuneration for their positions as Directors on the Board.

Chief Executive Officer and employee remuneration

The remuneration of the CEO and other employees is designed to attract and retain the most

talented and experienced individuals. Packages include a base salary, together with short-term

and long-term incentive components.

A summary of key remuneration principles is set out below:

+the basis of remuneration is local market referenced base salary, reviewed annually

+employees may be awarded short term incentives in the form of discretionary cash bonuses.

These remain subject to the performance of GMT, Goodman Group and the individual against

specific financial and operational targets

+all employees (other than the CEO) can participate equally in two long term incentive

plans designed to maximise long-term alignment with unitholders of GMT (“NZ LTIP”) and

securityholders of Goodman Group (“Goodman 5-year LTIP”)

+for the NZ LTIP, performance rights are awarded which give employees the right to acquire, for

nil consideration, Goodman Property Trust units subject to the satisfaction of hurdles assessed

over specific three-year testing period timeframes. GMT units awarded are sourced from units

held by Goodman Group or purchased on-market by Goodman Group. GMT does not issue any

new units in relation to the NZ LTIP

+under the Goodman 5-year LTIP, performance rights are awarded which give employees the

right to acquire, for nil consideration, stapled securities of Goodman Group subject to the

satisfaction of hurdles assessed over specific three-year testing period timeframes

+for both LTI schemes, an employee is required to remain employed for the full five-year period

from the initial grant to be eligible to receive all the awards that meet performance hurdles

+with effect from this financial year, the CEO participates in a new Goodman Group LTIP which

has a four-year testing period for all performance rights, followed by a seven-year vesting period

(“Goodman 10-year LTIP”). In all other respects this scheme replicates the Goodman 5-year LTIP.

Employees automatically receive life insurance cover and salary continuance insurance and

for those that are participating, KiwiSaver contributions of 3% are made in addition to salary

payments. Dependent on role, employees may receive the use of a company vehicle and may

have a workplace carpark provided.

The remuneration of the CEO, including the nature and amount of each major element, is shown

below. All amounts are in New Zealand dollars.

Chief Executive Officer’s Short-Term Remuneration

Salary

$

Bonus

$

KiwiSaver

$

To t a l

$

31 March 2022450,000700,00034,5001,184,500

31 March 2021450,000700,00034,50 01,184,50 0

Chief Executive Officer’s Long-Term Remuneration

Goodman 5-year LTIPN Z LT I PGoodman 10-year LTIP

Number of Performance RightsGrantedVestingGrantedVestingGrantedVesting

31 March 2022–130,000–915,766405,000–

31 March 2021125,000128,959934,50 0832,683––

1

Bonus paid in the year ended 31 March 2022 related to GPSNZ’s year ended 30 June 2021 and was paid in

August 2021. Bonus paid in the year ended 31 March 2021 related to GPSNZ’s year ended 30 June 2020 (paid in

August 2020).

More than 90% of the CEO's total remuneration received during the year to 31 March 2022 was

performance based and therefore at risk. For the year ended 31 March 2022 the ratio between

the median of the base salaries paid to full time employees and the Chief Executive Officer was

1 to 4.5.

Participation in long term incentive schemes

During the year ended 31 March 2022 the NZ LTIP vested a total of 3,913,670 GMT units with

a market value of $8.9 million on the date of vesting. Employees were offered the option to cash-

out their NZ LTIP, with 60% of vesting units elected for cash-out.

1

110GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

CORPORATE GOVERNANCE — CONTINUED
During the year ended 31 March 2022, the Goodman Group LTIP vested a total of 552,685

GMG securities to employees, with a market value of NZ$13.2 million on the date of vesting.

As at 31 March 2022, under the three LTI schemes employees, held performance rights some

of which had completed their testing period and met some or all of the performance hurdles

(“tested performance rights”). These performance rights will vest to employees over the next

three years subject to continued employment and limited other circumstances. In addition,

employees hold performance rights which have not yet reached the end of their testing period

(“untested performance rights”).

Total performance rights held by employees as at 31 March 2022 is summarised below:

NZ

LT I P

Goodman

5-year

LT I P

Goodman

10-year

LT I P

Tested performance rights 4,184,96854 6,127–

Untested performance rights9,834,4 051 ,174 , 2 9 4405,000

Total performance rights held14,019,3731,72 0 , 42 1405,000

Principle 6 — Risk Management

The Manager maintains a risk management framework for GMT that includes regular reporting to

both the Audit Committee and the Board and the undertaking of an annual risk assessment for GMT.

The Board has the overall responsibility for ensuring that risk is managed effectively. This

includes consideration of all strategic, operational, financial and compliance risks. The Audit

Committee reviews the effectiveness of the risk management process.

Risk register

The register identifies the material risks to the business, assessing the impact and likelihood of

each risk along with the steps taken to mitigate possible adverse impacts. Customer, environmental,

financial, human, health and safety, regulatory and reputational impacts are all considered.

The Manager’s business risk function facilitates the annual review of the risk register in conjunction

with senior management. Existing risks are reassessed, and new risks considered during the review.

Financial risk management policy

The policy reflects the Board’s approach to managing financial risks. It includes policies, controls

relating to:

+Liquidity risk

+Interest rate risk

+Foreign exchange risk

+Counterparty credit risk

+Operational risk

This policy is reviewed by the Board annually.

Health and Safety

The health, safety and wellbeing of employees, customers, contractors and the wider community

is a business priority.

Since the introduction of the Health and Safety at Work Act 2015 the Manager has worked

closely with staff and contractors to develop a culture of greater safety awareness. The

emphasis on proper processes, vigilance and personal responsibility is consistent with the aim

of being free of serious harm accidents.

Detailed reporting, including trend analysis, is provided to the Board on a regular basis and used

to identify and mitigate future health and safety risks.

There were no serious harm accidents recorded in the last financial year.

Principle 7 — Auditors

The Audit Committee ensures the quality and independence of the external audit process.

The Committee ensures the annual audit is carried out independently and without impairment

maintaining the credibility and reliability of the Trust’s financial reporting.

Annual meeting attendance

The Manager also requires the external auditors to attend the annual meeting to answer Unitholders’

questions about the conduct of the audit, as well as the preparation and content of the independent

auditor’s report.

Internal audit

The Audit Committee approves the annual internal audit programme. The scope of the internal

audit programme varies from year to year depending on the outcome of the risk assessment

review described in Principle 6.

The service is performed by Goodman Group with its engagement approved by the Trust’s

supervisor and the Independent Directors.

Principle 8 — Unitholder Rights & Relations

The Board and Manager encourage investor engagement and facilitate this through regular

communication and meeting opportunities. The Manager’s investor relations resource is

responsible for delivering this programme. It typically includes:

+An annual meeting

+Investor open days

+Periodic newsletters

+Annual reports

+Live webcasts of the interim and annual result presentations

+Regular institutional investor and analyst meetings

+National road show presentations

+Investor briefings

111

CORPORATE GOVERNANCE — CONTINUED
The investor relations section of the website is the repository of important information about

GMT and GMT Bond Issuer Limited. It includes, NZX releases, financial result and meeting

presentations, reports and newsletters, and distribution histories. It also allows investors to view

current prices and link to the Registrar to check their holding, update details and download forms.

Investors have the option of receiving communication in printed or electronic format and live

webcasting is provided for the annual meeting and financial result presentations.

A dedicated toll-free investor line is also available for any investment related queries,

0800 000 656 (+64 9 375 6073 from outside New Zealand).

Annual meeting of Unitholders

The Trust Deed requires an annual meeting of Unitholders every year. The Board encourages

the participation of Unitholders at these meetings to ensure accountability and familiarity with

the objectives of its investment strategy.

The next annual meeting is to be held on 8 July 2022.

Further details will be contained in the Notice of Meeting, which is expected to be distributed

on or around 9 June 2022. This timing is consistent with the NZX requirement of being at least

28 days ahead of the meeting.

Voting on resolutions is done by poll and online proxy voting is provided for investors unable to

attend. Unitholders have one vote per unit they hold.

OTHER STATUTORY AND LISTING RULE DISCLOSURES

NZX Waivers

NZX has granted waivers to GMT and GMT Bond Issuer Limited at various times, some of which have

been relied upon by GMT and GMT Bond Issuer Limited during the year ended 31 March 2022.

GMT

On 6 May 2019, NZX granted GMT waivers from various Listing Rules, set out below. GMT was

granted waivers by the NZX from the equivalent provisions of the Listing Rules, which applied

before 1 January 2020, in decisions dated 21 April 2005 and 18 October 2010.

1. NZX granted GMT waivers from various governance requirements in Listing Rules 2.2,

2.3, 2.4, 2.7 and 2.8 to the extent that these rules would apply to GMT’s non-Independent

Directors. As GMT is a managed investment scheme, the governance requirements and

processes to be followed by issuers of Equity Securities (in receiving nominations and the

appointment and duration of that appointment of a Director), are not readily applicable to

GMT’s governance structure. The effect of the waivers from Listing Rules 2.2, 2.3, 2.4, 2.7

and 2.8 is that the governance processes of the Board of the Manager remains consistent

with how it was governed before the waivers were granted. The waivers from Listing Rules

2.2, 2.3, 2.4, 2.7 and 2.8 have been granted on the condition that GMT complies with

those Listing Rules in respect of the Manager’s Independent Directors, and GMT having a

Non Standard (NS) designation in accordance with Listing Rule 1.18.1.

2. NZX granted GMT a waiver from Listing Rule 2.10 to the extent that Directors of the

Manager are “interested” in transactions that the Manager is entering for the purposes

of the day-to-day management of GMT, solely due to those Directors being a Director of

the Manager. Without this waiver, the Directors of the Manager could be deemed to be

“interested” in every decision relating to the investments by GMT due to the relationship

between the Manager, GMT and Unitholders, with the Directors therefore unable to vote on

these decisions. The waiver from Listing Rule 2.10 has been granted on the condition that

any Director abstain from voting on any transactions entered into by the Manager on behalf

of GMT with another entity in respect of which the Director would be otherwise “interested”.

3. NZX granted GMT a waiver from Listing Rules 2.11 and 2.12. The effect of the waivers

from Listing Rules 2.11 and 2.12 is that the remuneration of the Directors of the Manager is

not required to be approved by Unitholders, as the remuneration is paid out of the fees the

Manager is entitled to in relation to its role as manager of GMT under the Trust Deed, and

which has been approved by Unitholders. The waivers from Listing Rules 2.11 and 2.12 are

granted on the following conditions:

(a) all of the Manager’s Directors’ remuneration is paid directly from the income of the

Manager

(b) the income of GMT cannot directly be applied in satisfaction of Directors’ remuneration

(c) the Manager discloses in its annual report the income it has earned in respect of its

management of GMT for the prior financial year.

4. NZX granted GMT a waiver from Listing Rule 2.20.1(a)(i) to the extent that this rule requires

Rules 2.2.1 and 2.8.1 to be incorporated by reference into the Trust Deed of GMT, which

GMT has been granted waivers from, discussed above. The effect of this waiver is to ensure

there is consistency between the waivers granted and the contents of the Trust Deed.

5. NZX granted GMT a waiver from Listing Rule 4.2.2 permitting the issue of Units (on a perpetual

basis) to the Manager as consideration for the Manager’s performance fee (“Performance

Fee Units”) under the terms of the Trust Deed, without the annual approval of Unitholders.

The waiver from Listing Rule 4.2.2 has been granted on the following conditions:

(a) that any Performance Fee Units would be issued to the Manager in accordance with

the terms of the Trust Deed, as approved by Unitholders at GMT’s annual meeting on

2 August 2011

(b) the terms and effect of this waiver are disclosed in any Offering Document distributed

or registered in respect of an offer of Units during the period in which this waiver is

relied upon

(c) the number and price of Performance Fee Units issued to the Manager is disclosed in

each annual report during the period in which those Units are issued.

112GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

CORPORATE GOVERNANCE — CONTINUED
GMT Bond Issuer Limited

No waivers were relied upon during the period.

A complete copy of the waivers provided by NZX can be found at www.nzx.com under the GMT

code.

Summary of recent Trust Deed amendments

During the period from 1 April 2021 to 31 March 2022, GMT’s Trust Deed was not amended.

GMT’s Trust Deed is available on the Corporate Governance section of the Goodman Property

Trust Website at www.goodman.com/nz. It is also available on the Disclose Register accessible

on the Companies Office website (https://www.companiesoffice.govt.nz/disclose).

Register of Directors’ holdings as at the Balance Date (to 31 March 2022)

The table below shows all relevant interests of Directors in Units and Goodman+Bonds under

the FMCA, which include legal and beneficial interests in Units.

DirectorUnits

Goodman+

Bonds

Keith Smith (Chair)

1

4 6 7,7 3 3Nil

Laurissa CooneyNilNil

David Gibson

2

127,579.54Nil

Leonie Freeman

3

173 ,7 5 0Nil

Gregory GoodmanNilNil

Phil PrykeNilNil

John Dakin

4

2,249,288Nil

1

Keith holds a beneficial interest in 378,460 GMT units through The Selwyn Trust. He is also a trustee of that trust.

Keith has an interest as a trustee only (i.e. no beneficial interest) in a further 89,273 units, through being trustee of

The Gwendoline Trust.

2

David holds 52,100 GMT units through Custodial Services Limited on behalf of the Rakino Trust of which he is a trustee

and beneficiary. David Gibson has an interest in 75,479.54 GMT units held in a custodial account by Craigs Investment

Partners Kiwisaver Account.

3

Leonie holds her GMT units through the Wave Trust of which she is a trustee and beneficiary.

4

John holds his units through the SGH Investment Trust of which he is a trustee and beneficiary.

OTHER DISCLOSURES FOR GMT BOND ISSUER LIMITED

Interests register

GMT Bond Issuer Limited is required to maintain an interests register in which the particulars

of certain transactions and matters involving the Directors must be recorded. The interests

register is available for inspection on request.

Specific disclosures of interests

During the financial period, GMT Bond Issuer Limited did not enter into any transactions in which

its Directors had an interest. Accordingly, no disclosures of interest were made.

Indemnity and insurance

In accordance with section 162 of the Companies Act 1993 and its constitution, GMT Bond

Issuer Limited has provided insurance for, and indemnities to, Directors for losses from actions

undertaken in the course of their duties. The insurance includes indemnity costs and expenses

incurred to defend an action that falls outside the scope of the indemnity. The cost of such

insurance has been certified as fair by the Directors of GMT Bond Issuer Limited. Particulars

have been entered in the interests register pursuant to section 162 of the Companies Act 1993.

Use of company information by Directors

No member of the Board issued a notice requesting to use information received in his or her

capacity as a Director which would not have otherwise been available to that Director.

Donations

GMT Bond Issuer Limited did not make any donations during the financial period.

Audit fees

All audit fees and fees for other services provided by PricewaterhouseCoopers are paid by GMT.

Directors’ disclosure

During the year ended 31 March 2022, Directors’ disclosed interest or cessation of interest

(indicated by (C)), in the following entities pursuant to section 140 of the Companies Act 1993.

David Gibson

Manawa Energy Limited

(formerly Trustpower Limited (C)

Freightways Limited (started 1 April 2022)

Keith Smith

Mercury NZ Limited (C)

113

Phillip Pryke
Non-executive Director

David Gibson

Independent Director

Laurissa Cooney

Chair, Audit Committee

and Independent Director

Leonie Freeman

Independent Director

Gregory Goodman

Non-executive Director

Keith Smith

Chair and Independent Director

John Dakin

Chief Executive Officer and Executive Director

BOARD OF


DIRECTORS

114GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

Andy Eakin
Chief Financial Officer

Anton Shead

General Counsel and Company Secretary

Michael Gimblett

General Manager – Development

John Dakin

Chief Executive Officer and Executive Director

Jonathan Simpson

Head of Corporate Affairs

James Spence

Director – Investment Management

Mandy Waldin

Marketing Director

Sophie Bowden

Human Resources Business Partner

Kimberley Richards

Director – Investment Management

and Capital Transactions

MANAGEMENT


TEAM

115

INTRODUCTION
Ensuring Unitholders and Bondholders are well informed and easily able to manage their

investment is a key priority of the Manager’s investor relations team. Regular meetings and

communications, its website and a dedicated toll-free contact number provide investors with

the means to make informed decisions.

INVESTOR CENTRE

The website, www.goodman.com/nz, enables Unitholders and Bondholders to view information

about their investment, check current prices and view publications and announcements.

HELPLINE

The Manager has a dedicated toll-free number, 0800 000 656 (+64 9 375 6073 from

outside New Zealand), which will connect Unitholders and Bondholders directly with the investor

relations team who will assist with any queries.

REGISTRAR

Computershare Investor Services Limited is the registrar with responsibility for administering

and maintaining the Trust’s Unit and Bond Registers.

If you have a question about the administration of your investment, Computershare can be

contacted directly:

+by phone, on their toll-free number 0800 359 999

(+64 9 488 8777 from outside New Zealand)

+by email, to enquiry@computershare.co.nz

+by mail, to Computershare Investor Services Limited, Private Bag 92119, Auckland 1142.

COMPLAINTS PROCEDURE

As a financial service provider registered under the Financial Service Providers (Registration

and Dispute Resolution) Act 2008, the Manager is a member of an approved dispute resolution

scheme (registration number FSP36542).

Complaints may be made to the Manager or through the financial dispute resolution scheme.

Contact details of both are included in the corporate directory at the end of this document.

TOP 20 UNITHOLDERS

As at 30 April 2022

Rank Registered name

Holding

balance

% of total

issued units

1Goodman Investment Holdings (NZ) Limited 345,971,371 2 4 .76

2HSBC Nominees (New Zealand) Limited 98,195,615 7. 0 3

3Accident Compensation Corporation 73,979,353 5.29

4HSBC Nominees (New Zealand) Limited A/C

State Street

67,422,637 4.83

5FNZ Custodians Limited 63,567,886 4.55

6JPMorgan Chase Bank NA NZ Branch

– Segregated Clients Acct

57,855,379 4.14

7Citibank Nominees (New Zealand) Limited 56,982,310 4.08

8Custodial Services Limited 44,683,585 3.20

9Tea Custodians Limited Client Property

Trust Account

32,095,901 2.30

10BNP Paribas Nominees (NZ) limited 30,198,084 2.16

11ANZ Wholesale Trans-Tasman Property

Securities Fund

29,151,397 2.09

12New Zealand Depository Nominee Limited 26,809,298 1.92

13Forsyth Barr Custodians Limited 25,005,628 1 .7 9

14Hobson Wealth Custodian Limited 21,994,161 1.57

15HSBC Nominees A/C NZ Superannuation Fund

Nominees Limited

15,342,050 1.10

16Investment Custodial Services Limited 14,559,263 1.04

17JBWere (NZ) Nominees Limited 14,035,638 1.0 0

18ANZ Wholesale Property Securities 11,622,676 0.83

19BNP Paribas Nominees (NZ) limited 11,034,217 0 .7 9

20Mint Nominees Limited 10,936,209 0 .7 8

Units held by top 20 Unitholders 1,051,442,658 75.25

Balance of Units held 345,860,680 2 4 .75

Total of issued Units 1,397,303,338 100.00

INVESTOR RELATIONS

116GOODMAN PROPERTY TRUST ANNUAL REPORT 1211GMT BOND ISSUER LIMITED ANNUAL REPORT 1211

UNITHOLDER DISTRIBUTION
As at 30 April 2022

Unitholding Range

Number of

Unitholders

Number of

Units

1 to 9,9993,23515,282,4 02

10,000 to 49,9994,05988,4 49,106

50,000 to 99,99955536,6 4 9,627

100,000 to 499,99935263,085,0 48

500,000 to 999,9992213,925,703

1,000,000 and above 291,179,911,452

To t a l8,2521,397,303,338

SUBSTANTIAL UNITHOLDERS

As at 31 March 2022

It is a requirement of the Financial Markets Conduct Act 2013

(1)

that each listed issuer

makes available the following information in its Annual Report.

Unitholder

Number of

Units Held

(2)

Goodman Investment Holdings (NZ) Limited 3 4 5,971,371

(3)


Goodman Limited 3 4 5,971,371

(3)


Accident Compensation Corporation 69,315,287

(1)

The numbers of Units listed above are as at 31 March 2021 according to disclosures made under

section 280(1)(b) of the Financial Markets Conduct Act 2013 and (prior to 1 December 2014) notices

received under section 26 of the Securities Markets Act 1988. As these disclosures and notices are

required to be filed only if the total holding of a Unitholder changes by 1% or more since the last notice filed,

the numbers noted in this table may differ from those shown in the list of top 20 Unitholders. The list of top

20 Unitholders is shown as at 30 April 2022, rather than 31 March 2022.

(2)

The total number of Units on issue as at 31 March 2022 was 1,397,303,338.

(3)

Due to the breadth of the definition of ‘Substantial Product Holder’ in the Financial Markets Conduct

Act 2013 and the nature of Goodman Group’s corporate structure, the list above requires Goodman Group’s

holding in GMT to be shown through multiple entities each holding differing (i.e. legal or beneficial) interests.

The total holding of Goodman Group as at 31 March 2022 was 345,971,371 Units.

BONDHOLDER DISTRIBUTION

As at 30 April 2022

GMB030

Number of

Bondholders

Number of

Bonds

1 to 9,999 164918,000

10,000 to 49,999 5319,071,000

50,000 to 99,999 633,789,000

100,000 to 499,999 203,395,000

500,000 to 999,999 53,414,000

1,000,000 and above 979,413,000

To t a l 792100,000,000

GMB040

Number of

Bondholders

Number of

Bonds

1 to 9,999 1491,000

10,000 to 49,999 1162,254,000

50,000 to 99,999 211,286,000

100,000 to 499,999 173,385,000

500,000 to 999,999 74,115,000

1,000,000 and above 788,869,000

To t a l 182100,000,000

GMB050

Number of

Bondholders

Number of

Bonds

1 to 9,999 28149,000

10,000 to 49,999 1572,891,000

50,000 to 99,999 16981,000

100,000 to 499,999 142,435,000

500,000 to 999,999 53,366,000

1,000,000 and above 790,178,000

To t a l 227100,000,000

GMB060

Number of

Bondholders

Number of

Bonds

1 to 9,999 42232,000

10,000 to 49,999 2345,091,000

50,000 to 99,999 372,264,000

100,000 to 499,999 295,472,000

500,000 to 999,999 21,385,000

1,000,000 and above 16135,556,000

To t a l 360150,000,000

117

GLOSSARY
118GOODMAN PROPERTY TRUST ANNUAL REPORT 2022GMT BOND ISSUER LIMITED ANNUAL REPORT 2022

$ and cents

New Zealand currency.

Balance date

31 March 2022.

Board

the Board of Directors of the Manager and GMT

Bond Issuer Limited.

Bondholder

a person whose name is recorded in the register as

a holder of a Goodman+Bond or Green Bond.

Cash earnings

Cash earnings is a non-GAAP measure that

assesses free cash flow, on a per unit basis,

after adjusting for certain items. Calculation of

GMT’s cash earnings is set out on page 48.

CEO

the Chief Executive Officer of the Manager.

Chair

the Chair of the Board of the Manager.

Co-ownership Agreement

the agreement of that name between the Manager,

Goodman Property Aggregated Limited, the

Trustee, Goodman Funds Management Limited

as responsible entity of GIT, Tallina Pty Limited

as trustee of Penrose Trust, and Trust Company

Limited as custodian of Tallina Pty Limited, dated

1 April 2004 as amended by the Restructuring

Agreement between the same parties dated

7 March 2005, relating to the buying, selling

and holding of property by the Trust and

Goodman Group in 50/50 shares.

CPU or cpu

cents per unit.

Disclose Register

the Disclose Register is a register for offers of

financial products and managed investment

schemes under the Financial Markets Conduct

Ac t 2013.

Director

a director of the Manager and GMT Bond Issuer

Limited.

GIT

Goodman Industrial Trust and its controlled

entities, as the context requires.

GL

Goodman Limited and its controlled entities, as

the context requires.

GMB

GMT Bond Issuer Limited, a wholly owned

subsidiary of Goodman Property Trust.

Goodman

means Goodman (NZ) Limited as the Manager

of the Trust.

Goodman Group or GMG

means GL, GIT and Goodman Logistics (HK)

Limited, operating together as a stapled group.

Where either GL, GIT or and Goodman Logistics

(HK) Limited is party to a contract or agreement

or responsible for an obligation or liability,

without the other, all references to Goodman

Group as concerns that contract, agreement

or responsibility shall be to that party alone.

Goodman+Bond, Green Bond or Bond

a bond issued by GMB.

GPSNZ

Goodman Property Services (NZ) Limited.

Independent Director

has the meaning given to that term in the Listing

Rules which, for the Manager are those persons

listed on the following page.

Listing Rules

the Listing Rules of NZX from time to time and

‘LR’ is a reference to any of those rules.

Loan to value ratio or LVR

Loan to value ratio is a non-GAAP financial

measure used to assess the strength of GMT’s

balance sheet. The calculation is set out in

note 2.6 of GMT’s financial statements.

Management

the senior executives of the Manager.

Manager or GNZ

the manager of the Trust, Goodman (NZ)

Limited.

N TA

net tangible assets.

NZ IFRS

New Zealand equivalents to International

Financial Reporting Standards.

NZDX

the New Zealand debt market operated

by NZX.

NZX

means NZX Limited.

NZX Code

means the NZX Corporate Governance

Code 2019.

Operating earnings

Operating earnings is a non-GAAP financial

measure included to provide an assessment of

the performance of GMT’s principal operating

activities. Calculation of operating earnings is

as set out in GMT’s Profit or Loss statement.

Registrar

the unit registrar for GMT and Goodman+Bond

registrar for GMB which, at the date of this

Annual Report, is Computershare Investor

Services Limited.

sqm

square metres.

Total Unitholder Return

GMT’s stock market performance including

unit price appreciation and distributions paid.

Trust Deed

the GMT trust deed dated 23 April 1999,

as amended from time to time.

Trust or GMT

Goodman Property Trust and its controlled

entities, including GMB, as the context requires.

Trustee

the trustee of the Trust, Covenant Trustee

Services Limited.

Unitholder or unitholder

any holder of a Unit whose name is recorded

in the register.

Unit or unit

a unit in GMT.

BUSINESS DIRECTORY
119

MANAGER OF GOODMAN

PROPERTY TRUST

Goodman (NZ) Limited

Level 2, 18 Viaduct Harbour Avenue

Au c k l a n d 1010

PO Box 90940

Victoria Street West

A u c k l a n d 1142

Toll free: 0800 000 656

(within New Zealand)

Telephone: +64 9 375 6060

(outside New Zealand)

Email: info-nz@goodman.com

Website: www.goodman.com/nz

ISSUER OF

GOODMAN+BONDS

GMT Bond Issuer Limited

Level 2, 18 Viaduct Harbour Avenue

Au c k l a n d 1010

PO Box 90940

Victoria Street West

A u c k l a n d 1142

Toll free: 0800 000 656 (within

New Zealand)

Telephone: +64 9 375 6060

(outside New Zealand)

Email: info-nz@goodman.com

Website: www.goodman.com/nz

COMPLAINT PROCEDURE

Financial Dispute

Resolution Service

Freepost 231075

PO Box 2272

Wellington 6140

Toll free: 0508 337 337

(within New Zealand)

Telephone: +64 4 910 9952

(outside New Zealand)

Email: enquiries@fdr.org.nz

AUDITOR

PricewaterhouseCoopers

P w C To w e r

15 Customs Street West

Au c k l a n d 1010

Private Bag 92162

Auckland

Telephone: +64 9 355 8000

Facsimile: +64 9 355 8001

REGISTRAR

Computershare Investor

Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Private Bag 92119

Victoria Street West

A u c k l a n d 1142

Toll free: 0800 359 999

(within New Zealand)

Telephone: +64 9 488 8777

(outside New Zealand)

Facsimile: +64 9 488 8787

Email: enquiry@computershare.co.nz

LEGAL ADVISORS

Russell McVeagh

Level 30, Vero Centre

48 Shortland Street

PO Box 8

A u c k l a n d 114 0

Telephone: +64 9 367 8000

Facsimile: +64 9 367 8163

TRUSTEE AND SUPERVISOR

FOR GOODMAN

PROPERTY TRUST

Covenant Trustee Services Limited

Level 6, Crombie Lockwood Building

191 Queen Street

PO Box 4243

A u c k l a n d 114 0

Telephone: +64 9 302 0638

BOND TRUSTEE

Public Trust

Level 9

34 Shortland Street

PO Box 1598

Shortland Street

A u c k l a n d 114 0

Toll free: 0800 371 471

(within New Zealand)

Telephone: +64 9 985 5300

(outside New Zealand)

DIRECTORS OF GOODMAN

(NZ) LIMITED AND GMT BOND

ISSUER LIMITED

Chair and Independent Director

Keith Smith

Independent Directors

Laurissa Cooney

Leonie Freeman

David Gibson

Executive Director

John Dakin

Non-executive Directors

Gregory Goodman

Phillip Pryke

MANAGEMENT TEAM OF

GOODMAN (NZ) LIMITED AND

GMT BOND ISSUER LIMITED

Chief Executive Officer

John Dakin

Chief Financial Officer

Andy Eakin

General Counsel and Company

Secretary

Anton Shead

Director Investment Management

James Spence

General Manager Development

Michael Gimblett

Director Investment Management

and Capital Transactions

Kimberley Richards

Head of Corporate Affairs

Jonathan Simpson

Marketing Director

Mandy Waldin

Human Resources Business Partner

Sophie Bowden

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