GMT Managed Investment Scheme Annual Report

MANAGED
INVESTMENT
SCHEME
GOODMAN PROPERTY TRUST
ANNUAL REPORT 2022

MANAGED INVESTMENT SCHEME ANNUAL REPORT 2022
Details of the Scheme 3
Description of the Scheme 3
Information on composition of the Scheme 3
Changes relating to the Scheme 4
Financial condition and

performance of the Scheme 5
Fees 6 -8
Scheme property 8
Changes to persons involved
in the Scheme 9
How to find further information 9
Contact details and complaints 10-11
Welcome
K ia ora
CONTENTS

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MANAGED INVESTMENT SCHEME ANNUAL REPORT $$$
Details of the Scheme
The scheme is the Goodman Property Trust (“Scheme” or “GMT”)
which is a managed investment scheme for the purposes of the
Financial Markets Conduct Act 2013 (“FMCA”).
The Manager of the Scheme is Goodman (NZ) Limited (“GNZ”)
and the Supervisor is Covenant Trustee Services Limited.
A Product Disclosure Statement has not been prepared for the
Scheme as no regulated offers of units have been made pursuant
to the FMCA.
The Scheme’s latest financial statements and the auditor’s report for
those statements were lodged with the Registrar on 25 July 2022.
Units in the Scheme are listed on the NZX with the code of GMT.
Description of the Scheme
The Scheme owns, develops and manages commercial property
and business real estate space located in New Zealand.
The Scheme is a unit trust established by a trust deed dated
23 April 1999 (“Trust Deed”), under the Unit Trusts Act 1960.
Information on composition
of the Scheme
This Annual Report covers the accounting period from 1 April 2021
to 31 March 2022.
The number of managed investment products, being units in the
Scheme, (“Units”) on issue at the start of the accounting period was
1,391,227,995.
The number of Units on issue at the end of the accounting period
wa s 1,397,303,338.

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MANAGED INVESTMENT SCHEME ANNUAL REPORT $$$
Changes relating to the Scheme
Material changes to the nature of the Scheme, the Scheme property,
or the management of the Scheme over the accounting period are
as follows:
STATEMENT OF INVESTMENT POLICIES
AND OBJECTIONS (“SIPO”)
There have been no amendments to the SIPO during the period from
1 April 2021 to 31 March 2022.
TRUST DEED
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).
RELATED PARTY TRANSACTIONS
During the period from 1 April 2021 to 31 March 2022 there was
no change to the nature and scale of related party transactions.
There were no related party transactions entered into during the
period from 1 April 2021 to 31 March 2022 that were not on
arm’s-length terms.
Further details of the related party fees paid by GMT to GNZ and
Goodman Property Services (NZ) Limited (“GPSNZ”) can be found
in the financial statements for GMT which have been lodged with
the Registrar.
During the period from 1 April 2021 to 31 March 2022 there were
no material changes to:
(a) “terms of offer”; and
(b) “valuation and pricing methodologies” in relation to GMT.

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MANAGED INVESTMENT SCHEME ANNUAL REPORT $$$
Financial condition and performance of the Scheme
GMT is benefiting from a growing digital economy and sustained demand for warehouse and logistics space close to consumers.
As at 31 March 2022 the Scheme had total current assets of $9.6
million, total noncurrent assets of $4,804.7 million and total liabilities
of $1,156.9 million (net assets of $3,657.4 million).
Total comprehensive income for the 12 month period to 31 March
2022 was $748.6 million, and total distributions relating to the period
to Unitholders were $76.1 million, representing 5.45 cents per Unit.
Total comprehensive income for the 12 month period to 31 March
2021 was $631.7 million, and total distributions relating to the period
to Unitholders were $78.3 million, representing 5.64 cents per Unit.
Total distributions of around 5.9 cents per Unit are expected to be
paid for the 12 month period to 31 March 2023.
You can find a copy of the Scheme’s financial statements, including
information on distributions made by the Scheme on the Disclose
Register at www.companies.govt.nz/disclose, scheme number
S C H11225.
Further information on the financial result is provided in GMT’s
Annual Report at:
www.goodmanreport.co.nz
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.
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.

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MANAGED INVESTMENT SCHEME ANNUAL REPORT $$$
Fees
The following fees and expenses were charged in respect of the
Scheme in dollars and as a percentage of the Scheme’s net assets
for the 12 month period to 31 March 2022.
Fees and Expenses Description
Value
($ million)
% of Scheme’s
net assets
1
Valuation fees0.9
0.02
Trustee fees0.5
0.01
Auditor’s fees0.3
0.01
Other costs1.5
0.04
Fees/expenses charged by other persons3.20.09
Manager’s base fee 17. 0
0.46
Manager’s performance fee
2
1 5 .7
0.43
Property management fees 3.6
0.10
Leasing fees 2.8
0.08
Acquisition and disposal fees2.4
0.07
Minor project fees 0.6
0.02
Development management fees5.9
0.16
Fees charged by the Manager and its associated persons48.0
1.31
Total Fees and Expenses51.21.40
1
The net assets of the Scheme as at 31 March 2022 were $3,657.4 million.
2
Used to subscribe for new Units in accordance with the provisions of GMT’s Trust Deed.

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MANAGED INVESTMENT SCHEME ANNUAL REPORT $$$
Fees (continued)
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. 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 there was a $9.0 million carry forward (2021:
$nil carry forward) to include in the calculation to determine whether
a performance fee is payable in future periods.
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 to GPSNZ for services provided to
manage capital expenditure projects for stabilised properties.
DEVELOPMENT MANAGEMENT FEES
Development management fees are paid to GPSNZ for services
provided to manage capital expenditure projects for developments.
REIMBURSEMENT OF EXPENSES
FOR SERVICES PROVIDED
Certain services are provided by GPSNZ in lieu of using external
providers. Fees and expenses can only be charged to GMT by the
Manager and GPSNZ in accordance with the terms of the service
arrangements and/or the GMT Trust Deed.
Any change to the service arrangements and the GMT Trust Deed
requires the approval of the Supervisor (or in certain circumstances,
Unitholders) and would be advised to Unitholders via the NZX.
For more information in respect to the Fees, please refer to the
Scheme’s financial statements, on the Disclose Register at
www.companies.govt.nz/disclose, scheme number SCH11225.
A summary of the fees payable can be found in the corporate
governance section of the GMT website, www.goodman.com/nz.

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MANAGED INVESTMENT SCHEME ANNUAL REPORT $$$
Fees (continued)
CHANGES TO FEES AND EXPENSES
Fees and expenses charged by unrelated third parties for valuation,
trustee, audit and other services are charged at a market rate and
subject to change as contracts are renewed or changed.
The calculation of the Manager’s base fee and performance fee are
set out on page 6. This fee structure has been previously approved
by Unitholders and can only be amended with Unitholder approval.
Property services fees, including property management fees,
leasing fees, acquisition and disposal fees, minor project fees and
development management fees are charged in accordance with the
terms of contracts agreed with the Manager’s Independent Directors
and approved by GMT’s external trustee and supervisor, Covenant
Trustee Services Limited. The tenor of these contracts varies
depending on the services provided but any new contract requires
the approval of GMT’s external trustee and, if the quantum of the fees
payable under that contract exceed the threshold in the NZX Listing
Rules, the Unitholders of GMT.
In order to ensure that all fees are set at appropriate levels, the
Independent Directors of the Manager arrange for the fees to be
reviewed biennially by an independent third party.
$ million20222021
Non-current assets
Investment property4 ,7 73. 2
3 ,78 9. 3
Other assets1.1
–
Derivative financial instruments30.4
30.3
Total non-current assets 4,804.73,819.6
Current assets
Debtors and other assets5.5
8.9
Derivative financial instruments 0.5
–
Cash3.6
3.0
Total current assets9.6
11.9
Total assets4,814.33,831.5
Scheme property
The table below summarises the assets of the Scheme which, it is extracted from
the balance sheet as at 31 March 2021 and 31 March 2022:

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MANAGED INVESTMENT SCHEME ANNUAL REPORT $$$
Changes to persons
involved in the Scheme
During the accounting period, James Earl Douglas ceased to be
a director of the Supervisor on 30 November 2021.
There have been no other changes to persons involved in the
Scheme during the accounting period.
How to find further
information
Copies of documents relating to the Scheme, such as the Trust
Deed, SIPO and the annual financial statements are available on
the Disclose Register at www.companies.govt.nz/disclose, scheme
number SCH11225.
You have the right, free of charge and during normal office hours,
to inspect that part of the Unit register that relates to your Units on
giving 5 working days’ notice to the Manager.
You also have the right, free of charge, on giving 5 working days’
notice to the Manager and during normal office hours, to inspect
a copy of the Trust Deed, SIPO and annual financial statements at the
Manager’s registered office, which is located at Level 2, 18 Viaduct
Harbour Avenue, Auckland 1010.
Alternatively, you can obtain a copy free of charge by writing to us at
PO Box 90940, Auckland 1142.

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MANAGED INVESTMENT SCHEME ANNUAL REPORT $$$
Contact details
and complaints
MANAGER
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
HELPLINE
The Manager has a dedicated toll free number, 0800 000 656
(+64 9 375 6073 from outside New Zealand), which will connect
Unitholders directly with the investor relations team who will assist
with any queries.
TRUSTEE AND SUPERVISOR
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

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MANAGED INVESTMENT SCHEME ANNUAL REPORT $$$
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
COMPLAINTS
Complaints may be made to the Manager
or Supervisor.
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).
FINANCIAL DISPUTE RESOLUTION
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
There will be no fee charged to any complainant in connection
with an investigation.

GOODMAN.COM/NZ

---

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



25 July 2022

[Unitholder]
[Address 1]
[Address 2]
[Address 3]
[Address 4]

Dear Security Holder
Goodman Property Trust (“GMT” or “Trust”)
Financial Markets Conduct Act – Reporting Requirements
The 2022 Annual Report of Goodman Property Trust was released on 19 May 2022.
The report contained all the information that the Trust is required to provide to its
security holders under the NZX Listing Rules.
A small number of security holders elected to receive a printed copy of this report
while many more chose to view it online at www.goodmanreport.co.nz.
As a Managed Investment Scheme, under the Financial Markets Conduct Act, GMT
is required to produce a second annual report in a format consistent with that Act. An
electronic copy of this second report has been registered on Disclose and provided to
the NZX.
Security Holders have the right to receive, by mail and free of charge, a printed
report. If you wish to receive a copy of this 12-page document, please tick the box
below and return this letter in the re-sealable envelope it was mailed in.


I/we would like to receive a printed copy of the 2022 Managed
Investment Scheme Annual Report for Goodman Property Trust.

Please contact our registrar if you have any questions about the Managed
Investment Scheme Annual Report. You can contact Computershare by email
enquiry@computershare.co.nz or by telephone 0800 359 999 (+64 9 488 8777 from
outside New Zealand).
Yours faithfully,

Keith Smith
Chair

---

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 Managed Investment Scheme Annual Report
Date
25 July 2022
Release
Immediate

The 2022 Annual Report of Goodman Property Trust was released on 19 May 2022.
The report contained all the information that the Trust is required to provide to its
security holders under the NZX Listing Rules.
As a managed investment scheme, under the Financial Markets Conduct Act, Goodman
Property Trust is required to produce a second annual report in a format consistent with
that Act.
An electronic copy of this second report has been registered on Disclose and is
provided to the NZX as an attachment to this announcement.
For further information please contact:
John Dakin
Chief Executive Officer
Goodman (NZ) Limited
(021) 321 541
Jonathan Simpson
Head of Corporate Affairs
Goodman (NZ) Limited
(021) 717 650


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.