GMT Notice of Meeting
Level 2, 18 Viaduct Harbour Avenue, Auckland | PO Box 90940, Victoria Street West, Auckland 1142
Tel +64 9 375 6060 | www.goodman.com/nz
nzx release+
GMT Notice of Meeting
Date
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
---
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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