Goodman NZ/Announcement
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GMT Notice of Meeting

AGM9 June 2022GNZReal Estate

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


nzx release+

GMT Notice of Meeting

Date

9 June 2022

Release

Immediate

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

in Auckland on Friday 8 July 2022, at 1:30 pm. It will be a hybrid meeting, with Unitholders

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

The live webcast can be joined from https://meetnow.global/nz.

The meeting agenda includes one resolution relating to the re-appointment of Keith Smith

as an Independent Director. The Board encourages Unitholders to exercise their right to

vote and unanimously recommend they vote in favour of the resolution.

The Notice of Meeting, which explains the format of the meeting in more detail, is being

sent to Unitholders today. It has also been provided to NZX, together with the Voting and

Proxy Form and Virtual Meeting Guide.

To be valid any proxy appointment must be received before 1:30 pm on Wednesday 6 July

2022.

For further information please contact:

John Dakin James Spence

Chief Executive Officer Director Investment Management

Goodman (NZ) Limited Goodman (NZ) Limited

(021) 321 541 (021) 538 934


Andy Eakin

Chief Financial Officer

Goodman (NZ) Limited

(021) 305 316


Attachments provided to NZX:

1. Letter from the Chair

2. Goodman Property Trust Notice of Annual Meeting 2022

3. Voting and Proxy Form

4. Virtual Meeting Guide


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

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GOODMAN PROPERTY TRUST
NOTICE OF

ANNUAL MEETING

2022

AGENDA
1. Address and presentation

Reports from the Chair,

the Chief Executive Officer,

and the Chief Financial Officer

of the Manager in respect

of the financial year ended

31 March 2022.

2. RESOLUTION 1:

Re-appointment of Keith Smith

As an ordinary resolution,

that Unitholders approve the

re-appointment of Keith Smith

as an Independent Director

of the Manager.

DATE OF MEETINGTIMEFORMATVENUE

DEADLINE FOR RECEIPT OF

VOTING AND PROXY FORMS

Friday

8 July 2022

1.30 pm

Hybrid

meeting

Lyell Creek Lounge, Alexandra Park

239 Green Lane West, Epsom

1:30 pm

Wednesday 6 July 2022

G AT E D

G AT E B

ALEXANDRA PARK

LYELL CREEK LOUNGE

ENTRANCE

Greenlane West

Manukau Road

GOODMAN PROPERTY TRUST

NOTICE OF ANNUAL MEETING 2022

EXPLANATORY NOTES
The Board of the Manager maintains a majority of Independent Directors.

Unitholders are entitled to nominate and vote on the appointment of Independent Directors.

The constitution of Goodman (NZ) Limited and the NZX Listing Rules require:

+ that any person appointed as an Independent Director by the Board must retire at the next

Annual Meeting of Unitholders, and

+ that an Independent Director must not hold office (without re-election) past the third annual

meeting following that Independent Director’s appointment, or three years, whichever is longer.

However, those Independent Directors required to retire shall also be eligible for reappointment

at that meeting.

Nominations for appointments to the Board were called for on 10 May 2022 and closed on

23 May 2022. No nominations were received, meaning Keith Smith having offered himself for

re-appointment stands unopposed.

RESOLUTION 1

Re-appointment of Keith Smith

Keith Smith retires at the meeting and offers himself for re-appointment.

Keith is a professional director. He was previously a partner in the Chartered Accountancy

practice of BDO. Keith is a Director of Sky Network Television Limited. Keith also holds board

positions for a number of private companies in the motor vehicle, finance and health industries,

and is a past President of the Chartered Accountants Australia New Zealand.

Keith was appointed to the Board on 13 May 2004 and has been the Chair since 2010. He has advised

that this will be his final term, intending to retire from the Board within the next 12 months. The Board

considers Keith to be an Independent Director and unanimously recommends that Unitholders vote in

favour of his re-appointment.

The only matters being

discussed and voted on at

the Meeting is the Resolution

contained in this Notice of

Meeting. No motions will be

allowed from the floor.

The Meeting will have a hybrid

format, with attendance either in

person or through a live webcast.

In the event that COVID-19

prevents the Meeting being held

safely, or the Board determines it

appropriate, the Meeting will have

a virtual only format.

The live webcast can be accessed

through an internet connected

computer, tablet, smartphone

or similar device. The webcast

can be joined from

https://meetnow.global/nz.

Please review the accompanying

‘Virtual Meeting Guide’ prior to

the event for further instructions

regarding the live webcast.

GOODMAN PROPERTY TRUST

Meeting format
The Meeting will have a hybrid format, with

attendance either in person or through a live

webcast. The webcast can be accessed from:

https://meetnow.global/nz.

In the event that COVID-19 prevents the Meeting

being held safely, or the Board otherwise

determines it appropriate, the Meeting will have

a virtual only format. If no physical meeting is to

be held, the Manager will provide Unitholders

with notice through an announcement to the

NZX and by email to Unitholders whose email

address is held by the Manager.

The live webcast will include an online

presentation and address which Unitholders

will be able to view from a computer, tablet,

smartphone or similar device. To participate,

Unitholders will need their CSN or holder number

which can be found on their Voting and Proxy

Form. Please review the accompanying ‘Virtual

Meeting Guide’ prior to the event for further

instructions on how to participate.

Procedure for questions

Unitholders present at the Meeting will have the

opportunity to ask questions during the event.

The accompanying ‘Virtual Meeting Guide’

includes instructions for submitting questions if

attending virtually. Unitholders can also submit

questions in advance, either by email

info-nz@goodman.com or by post, Goodman

(NZ) Limited, PO Box 90940, Victoria Street

West, Auckland 1142.

Please address your question to the Company

Secretary and include your name and unitholder

number. Postal and email questions should be

received by 5.00pm on Friday, 1 July 2022.

Attendance and voting rights

Every Unitholder, or that Unitholder’s proxy,

attorney or representative, is entitled to attend

the Meeting and vote. Voting will be by way of a

poll, in which each Unitholder will have one vote

per Unit they hold. Unitholders for the purposes

of voting at the Meeting will be determined from

the Trust’s register at the close of business

on Wednesday 6 July 2022.

Voting and proxies

A Unitholder is entitled to appoint a proxy to

vote on behalf of the Unitholder at the Meeting.

A proxy need not be a Unitholder. A Voting and

Proxy Form accompanies this Notice of Meeting.

It can be mailed or delivered to the Registrar,

Computershare Investor Services Limited,

or it can be completed electronically.

To be valid, it must be received by

1:30 pm on Wednesday 6 July 2022.

Unitholders wishing to appoint the Chair of the

Meeting or another Director as their proxy should

read carefully the instructions on the Voting

and Proxy Form and direct such appointment in

the manner provided for on that form. The Chair

of the Meeting intends to vote all discretionary

proxies in favour of the Resolution.

Ordinary Resolution

To be passed, the Resolution needs to be

approved by a simple majority of those

Unitholders entitled to vote and voting on

the Resolution.

Quorum

A quorum for the Meeting will be constituted if

at least five Unitholders are present (in person,

or by proxy, attorney or representative) and

those present together hold or represent at

least 10% of the number of Units on issue as at

the date of the Meeting and carrying the right

to vote on the Resolution at the Meeting.

Glossary

Capitalised terms used in this Notice of

Meeting are defined in the glossary as shown

on this page.

This Notice of Meeting is dated 9 June 2022 and has been prepared by Goodman (NZ) Limited as Manager of Goodman Property

Trust. The information in this Notice of Meeting and any discussion at the Meeting are general information only and are not intended

as investment or financial advice and must not be relied upon as such. You should obtain independent professional advice prior to

making any decision relating to your investment or financial needs. www.goodman.com/nz

Board

means the Board of the Manager,

comprising the Directors.

Chair

means Keith Smith.

Directors

means the directors of the Manager, being

the Independent Directors and Gregory

Goodman, Phil Pryke and John Dakin.

GMT or Trust

means Goodman Property Trust and its

controlled entities, as the context requires.

Independent Directors

means Keith Smith, Laurissa Cooney,

David Gibson and Leonie Freeman.

Manager

means Goodman (NZ) Limited, as the

manager of GMT.

Meeting

means the hybrid meeting of Unitholders

to be held on 8 July 2022 commencing

at 1:30 pm and any adjournments or

postponements thereof.

Notice of Meeting

means this notice of meeting, dated

9 June 2022 and issued by the Manager

for the purpose of convening the Meeting.

Resolution

means a resolution to be considered by

Unitholders as specified in the Notice of

Meeting.

Trust Deed

means the trust deed dated 23 April 1999

providing for the establishment of GMT

(as amended from time to time).

Unit

means a unit in GMT.

Unitholder

means a holder of Units.

Voting and Proxy Form

means the voting and proxy form

accompanying the Notice of Meeting.

GOODMAN PROPERTY TRUST

FURTHER INFORMATIONGlossary

---

ANNUAL MEETING OF UNITHOLDERS
Friday 1.30 pm, 8 July 2022

Lyell Creek Lounge, Alexandra Park

239 Green Lane West, Epsom

Please turn over to complete the form.

VOTING AND PROXY FORM

If you propose to attend the Meeting on Friday 8 July 2022 please bring this Voting and Proxy Form with you.

If you do not propose to attend the Meeting but wish to be represented by proxy you have two voting options, either;

1) complete and sign the sections overleaf, and mail or deliver the form to Computershare Investor Services Limited

using the pre-addressed envelope provided, or

2) complete the proxy voting process online though the www.investorvote.co.nz website or by scanning the QR code below.

Your secure access information

Control Number: CSN/Unitholder Number:

You will need your CSN/Unitholder Number and postcode (or country of residence if outside New Zealand)

to securely access the online voting portal. Please follow the prompts to appoint your proxy and exercise your vote.

For your proxy appointment to be effective it must be received before 1:30 pm Wednesday 6 July 2022.

HYBRID MEETING FORMAT

The Meeting will have a hybrid format, with attendance either in person or through a live webcast. In the event that COVID-19 prevents the Meeting being

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

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

HOW TO VOTE ON THE RESOLUTION

All your securities will be voted in accordance with your directions.

APPOINTMENT OF PROXY

If you do not plan to attend the Meeting, you may appoint a proxy. A proxy need not be a Unitholder.

The Chair of the Meeting, or any other director, is willing to act as proxy for any Unitholder who

wishes to appoint him or her for that purpose. To do this, enter ‘the Chair’ or the name of your

proxy in the space allocated in ‘Step 1’ of this form.

Voting of your holding

Direct your proxy how to vote by marking one of the boxes opposite the Resolution.

If you do not mark a box, your proxy may vote as they choose. If you mark more than one box,

your proxy appointment will be invalid and no vote will be cast on your behalf. If you do not name

a person as your proxy or your named proxy does not attend the meeting, but you otherwise

complete this Voting and Proxy Form in full, the Chair will be appointed your proxy and will vote

in accordance with your express direction.

Attending the Meeting

If attending the Meeting in person please bring this form to assist registration. If a representative

of a corporate Unitholder is to attend the meeting you will need to provide a written copy of the

appropriate authorisation.

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

that accompanies this Voting and Proxy Form, for further instructions. You can still attend the

meeting virtually, even if you have appointed a proxy.

SIGNING INSTRUCTIONS

FOR POSTAL FORMS

Individual

Where the holding is in one name, the Unitholder must sign.

Joint Holding

Where the holding is in more than one name, all of the

Unitholders should sign.

Power of Attorney

If this Voting and Proxy Form has been signed under a power

of attorney, a copy of the power of attorney and a signed

certificate of non-revocation of the power of attorney must

accompany the signed form of proxy.

Companies

This Voting and Proxy Form must be signed by a duly

authorised officer or attorney. Please sign in the appropriate

place and indicate the office held.

Questions about voting

Should be directed to Computershare Investor Services,

by phone +64 9 488 8777 or toll free on 0800 359 999

or by email to enquiry@computershare.co.nz

QR code

GOODMAN PROPERTY TRUST

STEP 1APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a Unitholder/Unitholders of Goodman Property Trust

hereby appoint* of

or failing him/her of

as my/our proxy to act generally at the hybrid meeting on my/our behalf and to vote in accordance with the following directions at the

Annual Meeting of Unitholders of Goodman Property Trust to be held at 1:30 pm on Friday 8 July 2022 and at any adjournments

or postponements of that meeting.

*The Chair of the Meeting, and each of the directors, is willing to act as proxy for any Unitholder(s) who may wish to appoint him or her for that purpose. If appointed,

the Chair or director would vote as directed.

STEP 2VOTING INSTRUCTIONS/BALLOT PAPER

RESOLUTION 1

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

of Keith Smith as an Independent Director of the Manager.

Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in computing the

required majority. If you mark the Proxy Discretion box, you are directing your proxy to exercise his/her discretion in voting for or against the Resolution.

If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email address).

If this information is not provided, we cannot guarantee remote admission to the hybrid meeting for your proxy.

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

STEP 3SIGNATURE OF UNITHOLDER(S) — THIS SECTION MUST BE COMPLETED

Unitholder 1

Unitholder 2Unitholder 3


or Sole Director/Director or Director (if more than one)

Contact Name Contact Daytime Telephone Date 2022

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

Annual Meeting of Unitholders of Goodman Property Trust to be held at 1.30 pm on Friday 8 July 2022.

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

The webcast can be accessed from: https://meetnow.global/nz

PROXY/CORPORATE REPRESENTATIVE FORM

ATTENDANCE SLIP

Proxy

For Against Discretion Abstain

---

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





9 June 2022


[Unitholder Name]

[Address 1]

[Address 2]

[Address 3]

[Address 4]


Dear Unitholder

Chief Executive Officer Succession

It was announced on 7June 2022 that James Spence will replace John Dakin as Chief

Executive Officer of Goodman (NZ) Limited, from 1 January 2023.

James is a highly capable senior executive who has extensive property and corporate

experience having worked in both Europe and New Zealand in fund management roles

with Goodman. He has worked closely with John and the Board over the last five years,

leading the property services team and implementing the wider business strategy for GMT.

While John is stepping down as Chief Executive Officer, he remains a Goodman executive

and continues on the Board as an Executive Director.

Annual Meeting of Unitholders

The Annual Meeting is to be held on Friday 8 July 2022, at 1:30 pm. The venue for the

meeting is Alexandra Park, Epsom. Access to the venue and car parking are through Gate

B on Greenlane West.

A hybrid format allows Unitholders who are unable to attend the physical meeting to

participate through a live webcast.

Enclosed with this letter are the Notice of Meeting, Voting and Proxy Form and Virtual

Annual Meeting Guide.

The meeting agenda includes one resolution, relating to my re-appointment as an

Independent Director. The Board unanimously recommends that Unitholders vote in favour

of the resolution.

While I am offering myself for re-appointment, I have advised the Board that my intention

is to retire within the next 12 months once the transition to a new Chief Executive Officer is

complete, and a replacement Director is appointed.

Should you have any questions regarding the meeting format or voting, please call our

registry information line on 0800 359 999 or +64 9 488 8777 for those calling from outside

New Zealand.

Yours faithfully,


Keith Smith

Chair

---

Attending the meeting online
Our online meeting provides you the opportunity to

participate online using your smartphone, tablet or computer.

If you choose to attend online you will be able to view a live

webcast of the meeting, ask questions and submit your

votes in real time.

You will need the latest v

ersion of Chrome, Safari or

Edge. Please ensure your browser is compatible.

HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS

Visit https://meetnow.global/nz

When successfully authenticated, the home screen

will be displayed. You can watch the webcast, vote,

ask questions, and view meeting materials in the

documents folder. The image highlighted blue

indicates the page you have active.

The webcast will appear and begin automatically

once the meeting has started.

Voting

Resolutions will be put forward once voting is

declared open by the Chair. Once the voting has

opened, the resolution and voting options will appear.

To vote, simply select your voting direction from the

options shown on screen.

Your vote has been cast when the green tick appears.

To change your vote, select ‘Change Your Vote’.

Q&A

Any eligible unitholder/proxy attending the meeting

r

emotely is eligible to ask a question.

S

elect the Q&A tab and type your question into the

box at the bottom of the screen and press 'Send'.

Navigation

Access

Access the online meeting at

https://meetnow.global/nz, and select the required

meeting. Click 'JOIN MEETING NOW'.

If you are a unitholder:

Select 'Unitholder' on the login screen and enter your

CSN/Holder Number and Post Code. If you are

outside New Zealand, simply select your country

from the drop down box instead of the post code.

Accept the Terms and Conditions and click Continue.

If you are a guest:

Select Guest on the login screen. As a guest, you will

be prompted to complete all the relevant fields

including title, first name, last name and email

address.

Please note, guests will not be able to ask questions

or vote at the meeting.

If you are a proxy holder:

You will receive an email invitation the day

before

the meeting to access the online meeting. Click on

the link in the invitation to access the meeting.

Contact

If y

ou have any issues accessing the website please

call +64 9 488 8700.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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