Goodman NZ/Announcement
Goodman NZ logo

GMT Customer demand drives growth in operating earnings

Full Year Results17 May 2023GNZReal Estate

1


nzx release+

Customer demand drives growth in operating earnings

Date 18 May 2023

Release Immediate

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

pleased to announce the Trust’s financial and operational results for the year ended

31 March 2023.

Customer demand for well-located warehouse and logistics space has ensured earnings

targets were achieved, while new investment and capital management initiatives have made

GMT a more sustainable and resilient business.

Highlights include:

+ Sustained customer demand contributing to a 6.9% increase in operating earnings

0F

1

, to

$126.5 million before tax

+ A $237.7 million reduction in the fair value of its property assets has contributed to a

statutory loss of $135.4 million after tax compared to a profit of $748.6 million in FY22

(including fair value gains of $660.4 million from property valuations)

+ Net tangible assets of 245.2 cents per unit

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

2

of 25.9% and $739 million

of available liquidity at 31 March 2023

+ A 6.6% increase in cash earnings

1F

3

to 7.1 cents per unit and a 7.3% increase in cash

distributions, to 5.9 cents per unit

+ Guidance for FY24 includes a further 4% increase in cash earnings to around 7.4 cents

per unit with a 5% increase in cash distributions to approximately 6.2 cents per unit

+ A $4.8 billion property portfolio providing over one million square metres of warehouse

and logistics space, with occupancy of 99.5% and a weighted average lease term of

more than six years

+ Positive progress in the sustainability programme with an improved climate score of A-

from CDP and New Zealand’s first industrial 6 Green Star Design

2F

4

rating, awarded to two

development projects at Highbrook Business Park

+ Further development activity with $209.7 million of new project commencements at Roma

Road Estate in Mt Roskill and Savill Link in Ōtāhuhu, with $461.1 million of work in

progress (total project cost)

+ New capital management initiatives including $450 million of green bonds and loans to

support sustainable development.

YEAR IN REVIEW

A 4.7% reduction in the fair value of its property portfolio, as a result of independent

valuations at 31 March 2023, is the principal driver of GMT’s statutory loss.

Keith Smith, Chair of Goodman (NZ) Limited said, “While rising interest rates have impacted

investment yields, GMT’s underlying portfolio fundamentals remain strong and it continues to

deliver robust operating results.”


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

2

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.



3

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

ce rtain items. The calculation is set out in GMT’s 2023 Annual Results Presentation.

4

NZGBC Design & As Built NZv1.0 Certified Design Review Rating.

2

High occupancy levels, sustained rental growth, new development completions and strategic

acquisitions have all contributed to a 6.9% increase in operating earnings, to $126.5 million

before tax.

Chief Executive Officer, James Spence said, “GMT’s operating performance demonstrates

the resilience of the business and the benefits of an investment strategy exclusively focused

on the Auckland industrial market.

Cash earnings of 7.1 cents per unit was 6.6% ahead of last year and almost 3% higher than

our original guidance.”

With limited new supply and high barriers to entry, the key structural trends that are driving

customer demand for more productive and sustainable warehouse and logistics facilities are

expected to support another strong operating result in FY24.


Keith Smith said, “Guidance for FY24 includes a 4% increase in cash earnings to around 7.4

cents per unit with a 5% increase in cash distributions to approximately 6.2 cents per unit.”

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

2023. A copy of the report, which was released today, has been provided to the NZX and is

available at: https://www.goodmanreport.co.nz/

.

ATTRACTING PREMIUM RENTALS

James Spence said, “The Auckland industrial market is highly constrained, with almost zero

vacancy for prime space. It is a real estate sector that has recorded double-digit rental

growth over the last 12 months, with demand for space exceeding supply in many locations

across the city.”

Demographic changes, regional growth, customer sustainability targets, and the

requirements of e-commerce have all driven the increase in demand for well-located and

operationally efficient warehouse and logistics property.

Customers are also seeking to improve supply chain resilience by driving greater productivity

and value from their facilities.

James Spence said, “The positive demand dynamic is reflected in our own leasing results,

with high occupancy levels being maintained and new rental benchmarks being achieved for

prime warehouse space within the portfolio.”

The level of under-renting (the difference between contract and market rentals) is also

growing. The potential reversion to market is assessed by valuers as 25%, at 31 March

2023.

James Spence said, “The benefits of this under-renting will be realised over time, as contract

rents are reviewed to market and new leases are secured at the higher rates.”

WORLD CLASS DEVELOPMENT

The strength of new leasing demand is also reflected in the volume of development work in

progress, with $461.6 million of active projects.

The current workbook is around 95% pre-committed, with an average lease term of more

than 12 years. It will add over 110,000 sqm high-quality urban logistics space to the portfolio

over the next 18 months.

James Spence said, “Over 90% of the current projects are being constructed on brownfield

sites and we are targeting an industry leading 5 Green Star Built rating for these

developments. The redevelopment and intensification of these properties is fully aligned

with our sustainability and circularity commitments.”

The use of lower carbon building materials is reducing the intensity of development

emissions

5

by an average of 13.8% on current projects and most demolition and

construction waste is being either recycled or repurposed.


5

Independent assessment of building only, upfront embodied carbon (A1-A5) compared to a similar sized reference building.

3

The focus on sustainable development supported GMT’s first Green Bond issue ($150

million) and the establishment of Green Loan facilities totalling $300 million during the year.

At 31 March 2023, GMT had a loan to value ratio of 25.9% and committed gearing of

29.1%. Low gearing and only partly drawn bank facilities provide over $700 million of

available liquidity.

Keith Smith said, “Prudent financial management has enabled GMT to grow sustainably. A

well-capitalised balance sheet adds resilience to the business and provides the funding

capacity to take advantage of new investment and development opportunities that may

arise.”

SUSTAINABILITY PROGRAMME

Progressing new sustainability initiatives that improve the environmental performance of the

business have continued to be a priority.

James Spence said, “Toitū carbonzero certification for our business operations and an

improved CDP climate score of A- demonstrate further progress toward our sustainability

commitments. Acknowledging that there is more work to do, we have reviewed our 2025

targets and added new objectives for 2030.”

These operational emission reduction targets are consistent with the objectives of the Paris

Agreement and the limiting of global warming to less than 1.5 degrees.

James Spence said, “To meet the growing demand for sustainable warehouse and logistics

facilities we have also continued to invest in energy efficiency, water conservation and

biodiversity projects that improve the operational and environmental performance of the

stabilised portfolio.”

FUTURE FOCUSED

GMT has delivered a robust operating performance over the last 12 months, with sustained

customer demand contributing to significant revenue and earnings growth. The same

business drivers are expected to support further strong operating results in FY24, with

forecast cash earnings of 7.4 cents per unit and cash distributions of around 6.2 cents per

unit.

The longer-term outlook is more uncertain with a variety of downside risks likely to constrain

economic activity.

By remaining agile and adapting to the changing operating environment, the Trust will

continue to benefit from the structural trends that are driving customer demand for

sustainable warehouse and logistics space.

For additional information please contact:

James Spence Keith Smith Andy Eakin

Chief Executive Officer Chair Chief Financial Officer

Goodman (NZ) Limited Goodman (NZ) Limited Goodman (NZ) Limited

(021) 538 934 (021) 920 659 (021) 305 316


Attachments provided to NZX:

1. Goodman Property Trust and GMT Bond Issuer Limited Annual Report 2023

2. GMT’s 2023 Annual Result Presentation

3. NZX Annual Result Announcement


About Goodman Property Trust:

GMT is an externally managed unit trust, listed on the NZX. It has a market capitalisation of around $3.0 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 2023. 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$80.7 billion specialist global manager of warehouse and logistics real 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 Result Announcement


Results for announcement to the market

Name of issuer Goodman Property Trust

Reporting Period 12 months to 31 March 2023

Previous Reporting Period 12 months to 31 March 2022

Currency New Zealand dollars

Amount (000s) Percentage change

Revenue from continuing operations 213,800 13.8%

Total revenue 213,800 13.8%

Net profit/(loss) from continuing operations ($135,400) (118.1%)

Total net profit/(loss) ($135,400) (118.1%)

Dividend

Amount per Quoted Equity Security $0.01475000

Imputed amount per Quoted Equity Security $0.00206422

Record Date 25 May 2023

Dividend Payment Date 6 June 2023

Current period Prior comparable

period

Net tangible assets per Quoted Equity

Security

$2.452 $2.606

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


18 May 2023

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 2023
GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

EVERY

STEP

COUNTS

GMT is New Zealand’s largest listed real estate entity.
Proudly managed by Goodman, it is a high-quality

business with a substantial portfolio, a wide customer

base and a proven development capability.

CUSTOMER
OWN

DEVELOP

MANAGE

Sustainability. It’s not just good for

New Zealand, it’s good for business.

OUR BUSINESS.

By owning, developing and managing high-quality properties in key locations,

we provide customers with sustainable space solutions that help them succeed.

Our business strategy includes ambitious sustainability targets that require more

than grand gestures. It demands unwavering dedication to every step we take.

In a year where extreme weather events have adversely impacted our

communities, every step really does count.

We’re taking action by reducing carbon emissions, using renewable energy,

developing greener buildings, regenerating brownfield sites, and partnering

with groups that are improving social outcomes.

OPPOSITE: Bruno Warren, Development Director and Natasha Artus, Assistant Project Manager on site at Favona Road Estate in Māngere.

COVER: Highbrook Business Park, East Tāmaki.

This document comprises the Annual Reports of Goodman Property Trust
and GMT Bond Issuer Limited for the year ended 31 March 2023 and contains

the information required to be disclosed pursuant to the NZX Listing Rules.

The report includes non-GAAP financial measures that may not be calculated

in a manner consistent with other entities. Please see the Financial Results

section of this report for more information on how these are calculated.

CONTENTS

4

YEAR IN REVIEW

Financial highlights 4

Another step forward

– Chair’s report 6

Building new benchmarks

– Management report 11

16

OUR ASSETS

Top 20 customers 16

Industry weighting 16

Key locations 17

Development insight

– Regenerating Favona 18

Highbrook Business Park adjoins the Tāmaki River.

22
SUSTAINABILITY REPORT

Highlights 22

Our framework 24

Sustainable properties 26

People and culture 30

Corporate performance 34

Goodman Foundation 38

GRI index 44

47

FINANCIAL RESULTS

FY23 summary 47

Five year results 50

Goodman Property Trust

Financial Statements 53

GMT Bond Issuer Limited

Financial Statements 93

111

OTHER INFORMATION

Corporate governance 111

Board of Directors 12 1

Investor relations 122

Glossary 124

Business directory 125

3

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

3

NET PROPERTY INCOME
12.7% increase in rental revenue

$ 1 7 7. 0 m

CASH EARNINGS

6.6% growth in underlying earnings

7. 1 cpu

LOSS AFTER TAX

Including a (4.7%) valuation movement

($135.4m)

OPERATING EARNINGS AFTER TAX

Corresponding 11.9% increase

$111.1m

CASH DISTRIBUTIONS

7.3% increase in distributions declared

5.9 cpu

NET TANGIBLE ASSET BACKING

At 31 March 2023

245.2 cpu

Customer demand for well-located

warehouse and logistics space has

contributed to significant revenue

and earnings growth over the last

12 months, while new investment

and capital management initiatives

have made GMT a more sustainable

and resilient business.

YEAR IN

REVIEW

GREEN FINANCING

Green Bond issue and Green Loan facilities

$450m

LOAN TO VALUE RATIO

20% to 30% preferred through cycle range

25.9%

GREENHOUSE GAS EMISSIONS

Reduction from 2020 base year

1


38.3%

CDP CLIMATE SCORE

Leadership status achieved in 2022

A-

ā

Includes mandatory Category 1-4 emissions.

OPPOSITE: Mainfreight facility under construction, Favona Road Estate.

4

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

4

GMT’s $4.8 billion urban logistics portfolio provides
essential supply chain infrastructure, facilitating the

efficient storage and distribution of goods and materials.

The strength of GMT’s FY23 operating results
demonstrates the resilience of the business and

the benefits of an investment strategy exclusively

focused on the Auckland industrial market.

We have remained disciplined in the

execution of this strategy, adapting to

the moderating economic environment

while continuing to build a responsible

and sustainable business.

Strong leasing demand for well-

located, warehouse and logistics space

has ensured earnings targets were

achieved, while new sustainability and

capital management initiatives have

strengthened the Trust and reaffirmed

our commitment to a low carbon future.

Goodman continues to invest in its

people, and has provided additional

support to its community partners to help

address the impacts of recent extreme

weather events.

Year in review

GMT’s property portfolio has continued

to deliver strong revenue growth. High

occupancy levels, growing rental rates,

new development completions and

strategic acquisitions have all contributed

to the 6.9% increase in operating earnings

before tax, to $126.5 million.

There has been a corresponding 6.6%

increase in cash earnings to $99.6 million

or 7.1 cents per unit. Cash earnings is our

preferred measure of underlying operating

performance, and the increase is almost

3% higher than our original guidance for

the year. A further 4% increase to around

7.4 cents per unit is expected for FY24.

Cash distributions relating to FY23 have

increased 7.3% to 5.9 cents per unit.

A further 5% increase to around 6.2 cents

per unit is forecast for FY24.

Another step

forward

Chair's report

Keith Smith, Chair and Independent Director

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

OUR ASSETSSUSTAINABILITY REPORTFINANCIAL RESULTSOTHER INFORMATION

6

YEAR IN REVIEW

Chair's Report

Valuation impacts
While the operating performance of the

Trust has been extremely pleasing, a

$237.7 million or 4.7% reduction in the

fair value of its property assets (following

independent valuations) has resulted in a

statutory loss of $135.4 million after tax.

The valuation movement is also the main

contributor to the 5.9% reduction in net

tangible assets, to 245.2 cents per unit.

After a long period of sustained value

growth, rising interest rates have negatively

impacted real estate investment yields.

The quality of the Trust’s property assets

and the continued strong rental growth

being achieved, has significantly reduced

the valuation impacts of increased

capitalisation rates.

Strong leasing demand for well-located

warehouse and logistics space has ensured

earnings targets were achieved while new

sustainability and capital management initiatives

have strengthened the Trust and reaffirmed

our commitment to a low carbon future.

Highbrook Business Park – with the completed Tāwharau Lane multi-warehouse development in the centre foreground.

Highbrook Business Park – development projects

providing over 20,500 sqm of space were

completed at the estate in FY23.

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

7

Building resilience
A sustainable operating model is essential

for an organisation to be successful over

the long-term and we have continued to

prioritise initiatives that mitigate impacts

for the environment and communities

where we operate, as well as positioning

ourselves for future opportunity.

Toitū carbonzero certification for our

business operations and a CDP climate

score of A- demonstrate further progress

toward our sustainability commitments.

The leadership rating from CDP is the

equal highest score of a local organisation

and represents the second consecutive

year of improved results for our business.

Acknowledging that there is more work to

do, we have reviewed our current Emissions

Reduction and Management Plan and set

longer dated objectives for 2030. These

operational emission reduction targets

are consistent with the objectives of the

Paris Agreement and the limiting of global

warming to less than 1.5 degrees.

We are also measuring and reporting

non-mandatory Category 4 emissions

associated with our development

programme, to better understand the

wider impact of our business activities.

We are collaborating with consultants,

contractors, and suppliers on these

projects to deliver lower emission, more

resource efficient and resilient buildings.

The completion of New Zealand’s first

6 Green Star Design

1

rated industrial

facilities at Highbrook Business Park

is consistent with these sustainable

development goals.

The achievement has been complemented

by treasury initiatives that add diversity

and capacity to the Trust’s debt book.

The issue of $150 million of Green Bonds

and establishment of Green Loan facilities

totalling $300 million supports further

investment and development activity,

aligning new funding with sustainable

property solutions for our customers.

1

Design & As Built NZv1.0 Certified Design Review Rating.

Toitū carbonzero certification

for our business operations

and a CDP climate score of A-

demonstrate further progress

toward our sustainability

commitments.

Solar energy initiatives are underway across the portfolio with 2.4 MWp of generating capacity expected to be installed by 2025.

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

OUR ASSETSSUSTAINABILITY REPORTFINANCIAL RESULTSOTHER INFORMATION

8

YEAR IN REVIEW

Chair's Report

Independent Director and this is likely to
be my last annual report as Chair.

It has been a privilege to have led the

Board over the last 13 years and I’m

extremely proud of everything that

has been achieved. GMT has been

successfully repositioned as an urban

logistics specialist and is now well

established as New Zealand’s leading

property investment entity.

Stepping ahead

A high-quality property portfolio, robust

capital structure and a sustainable growth

strategy provide the stability and resilience

needed for a more challenging operating

environment.

By remaining disciplined with our

investment decisions and staying focused

on our customer relationships, the

Trust should continue to benefit from

the positive demand dynamic that is

supporting high occupancy levels and

sustained rental growth.

Progressing new sustainability initiatives

and reducing the carbon emissions of our

business activities will also continue to be

a key focus. Achieving these milestones

is expected to contribute to long term

value creation for all our stakeholders.

Working together

Together, the Board and Management

Team have welcomed James Spence as

the new Chief Executive Officer.

After almost 20 years leading our highly

successful business, John Dakin stepped

down as Chief Executive Officer on

31 December 2022. We are delighted

that he is continuing as a director of the

Manager, and as a senior executive within

the wider Goodman Group.

The Board endorsed James’s appointment

and believe his experience within

Goodman’s global fund management

business and as Director of Investment

Management for GMT over the last five

years, provides continuity of leadership

that is of real benefit to our stakeholders.

As CEO, James leads a dedicated team

of 69. They are all capable individuals

who are committed to the delivery of our

business strategy. Results from a recent

internal survey shows that it is an inclusive

and diverse workplace, with highly

engaged people.

Strategies to broaden representation

across the business have delivered

positive results, although with a stable

team it has been a graduated change.

Recent updates to the existing Inclusion

and Diversity policy have reaffirmed these

commitments with new targets for 2030.

As announced at last year’s annual

meeting this will be my final term as an

Keith Smith

Chair and Independent Director

Public spaces within the urban ngahere at Highbrook Business Park.

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

9

While a slowing economy has created headwinds,
the key structural trends that are driving customer

demand for space have continued to support

GMT’s strong operating results.

The creation of a high quality, low risk property business
focused on sustainable long-term growth is the strategic

objective that guides our investment decision making.

With a $4.8 billion warehouse and

logistics portfolio exclusively invested in

Auckland’s urban logistics market, GMT

provides essential business infrastructure

for customers requiring sustainable

distribution facilities close to consumers.

It is a real estate sector that has recorded

double-digit growth in market rentals

over the last 12 months, with demand for

space exceeding supply in many locations

across the city. The positive demand

dynamic is mirrored in our leasing results.

It is also reflected in a heightened level

of development activity, with projects

totalling over 110,000 sqm currently

under construction.

While a slowing economy has created

headwinds, the key structural trends that

are driving customer demand for space

have continued to support GMT’s strong

operating results.

Highlights of the last 12 months include:

+ 12.7% increase in net property

income to $177.0 million

+ 212,486 sqm of space leased

on new or revised terms

+ $209.7 million of new development

commencements

+ Completion of four development

projects, totalling 38,000 sqm

1


+ Acquisition of a 4-hectare

redevelopment site in Ōtāhuhu

for $49.35 million

+ 23% rental growth, on new leases

and lease renewals completed in

the last 12 months

1

Includes the NZ Post project at Roma Road

Estate, Mt Roskill which completed post

balance date, on 19 April 2023.

Building new

benchmarks

Management report

Mainfreight supersite facility under construction at Favona Road Estate. The development is part

of the $461.6m of active projects currently in progress.

OPPOSITE: James Spence, Chief Executive Officer with Natasha Artus, Assistant Project Manager.

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

11

YEAR IN REVIEW

Management report

OUR ASSETSSUSTAINABILITY REPORTFINANCIAL RESULTSOTHER INFORMATION

Attracting premium rents
The Auckland industrial market is highly

constrained, with almost zero vacancy

for prime space. Demographic changes,

regional growth, customer sustainability

targets, and the unique requirements of

e-commerce have all driven the increase in

demand for well-located and operationally

efficient urban logistics property.

Customers are also seeking to improve

supply chain resilience by driving

greater productivity and value from their

warehouse and logistics facilities.

The benefits of the Trust’s urban

logistics portfolio and the strength of our

customer relationships is reflected in the

212,486 sqm of leasing transactions

completed since 31 March 2022.

Representing almost 20% of the stabilised

portfolio, new leasing has contributed to

like-for-like net property income growth

1

of

5.3% over the year. It has also established

new rental benchmarks within the portfolio.

The level of under-renting (the difference

between contract and market rentals) is

also growing. The potential reversion to

market is assessed by valuers as 25%,

at 31 March 2023. The benefits of this

reversion will be realised over time, as

contract rents are reviewed to market and

new leases are secured at the higher rates.

Customers are also seeking to improve supply chain

resilience by driving greater productivity and value

from their warehouse and logistics facilities.

Hazchem safety solution provider pH7, is a new customer at Highbrook Business Park.

1

Net rental income on underlying portfolio,

adjusted to remove vacancy, incentives and

leasing costs, straight line rent adjustments,

operating expenses and fitout rent.

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

OUR ASSETSSUSTAINABILITY REPORTFINANCIAL RESULTSOTHER INFORMATION

12

YEAR IN REVIEW

Management report

DEVELOPMENT COMMENCEMENTS
Total project cost $m

FY9

FY20

FY2

FY22

FY23

209.7

300.2

132.0

123.2

134.4

NET PROPERTY INCOME

$ million

FY9

FY20

FY2

FY22

FY23

177.0

1 5 7.1

153.0

145.3

126.8

AVERAGE PORTFOLIO OCCUPANCY

99.5%

MARKET RENTAL GROWTH

19% per annum

POTENTIAL RENT REVERSION TO MARKET

2

25%

DEVELOPMENT COMMENCEMENTS

$209.7m

DEVELOPMENT WORK IN PROGRESS

$461.6m

NEW WAREHOUSE RENTAL BENCHMARK

1

$240 sqm

Gateway warehouses, Highbrook Business Park.

GMT continues to benefit

from strong property market

fundamentals and sustained

customer demand for well-

located, and operationally

efficient, warehouse and

logistics space.

1

Highest warehouse rental rate achieved in new leasing.

2

Difference between valuer assessed market rents and current

passing rents, divided by current passing rent.

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

13

World class development
Three new development projects totalling

$209.7 million were announced during

FY23. The current workbook now includes

$461.6 million of work in progress.

The quality of the development

programme is reflected in the 6 Green

Star Design Rating achieved by the

NZ Blood Service and Tāwharau Lane

projects at Highbrook Business Park

in East Tāmaki. Representing world

leadership, the rating from the NZGBC

provides independent confirmation that

we are designing the very best industrial

facilities in the country.

With the development of Highbrook

Business Park largely complete, the focus

is now on the regeneration of brownfield

opportunities within the portfolio.

The quality of the development programme

is reflected in the 6 Green Star Design

Rating achieved by the NZ Blood Service

and Tāwharau Lane projects at Highbrook

Business Park in East Tāmaki.

Stanley Black and Decker, one of the three development projects to complete at Highbrook Business Park in FY23.

NZ Blood Service, Highbrook Business Park.

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

OUR ASSETSSUSTAINABILITY REPORTFINANCIAL RESULTSOTHER INFORMATION

14

YEAR IN REVIEW

Management report

The redevelopment and intensification
of these sites is fully aligned with our

sustainability and circularity commitments.

The recovery of valuable resources in

the deconstruction phase and the use

of alternative building materials and

construction systems, contribute to lower

emissions in the development process.

Residual embodied carbon is also

independently verified and offset with

carbon credits following completion of

new projects.

Green funding

Prudent financial management has

enabled GMT to grow sustainably.

A well-capitalised balance sheet and

available liquidity have provided the

funding to progress the development

programme and take advantage of new

investment opportunities.

New treasury initiatives in FY23 have

added diversity and flexibility to the

Trust’s debt book. The inaugural

$150 million Green Bond issue and

establishment of $300 million of Green

Loan facilities were the most significant

of these initiatives, aligning new funding

with sustainable development.

At 31 March 2023, GMT had a loan to

value ratio of 25.9% and committed

gearing of 29.1%. Debt facilities were

62.5% drawn, had a weighted average

term to expiry of 3.6 years, and were

83.7% hedged for the next 12 months.

Our preferred through cycle gearing range

of between 20% and 30%, is well below

the 50% maximum permitted under the

Trust's debt covenants. It is a conservative

setting that provides operational flexibility

and substantial balance sheet resilience

should investment markets deteriorate.

Future focused

GMT has delivered a robust operating

performance over the last 12 months,

with sustained customer demand

contributing to significant revenue and

earnings growth. The same business

drivers are expected to support further

strong operating results in FY24, with

forecast cash earnings of 7.4 cents per

unit and distributions of 6.2 cents per unit.

The longer-term outlook is more uncertain

with a variety of downside risks likely to

constrain economic activity.

Having the resilience to perform through

more challenging market conditions has

always guided our investment strategy.

By remaining agile and adapting to the

changing operating environment, the Trust

will continue to benefit from the structural

trends that are driving demand for our

sustainable warehouse and logistics

space solutions.

James Spence, Chief Executive Officer, with Andy Eakin, Chief Financial Officer

James Spence

Chief Executive Officer

Andy Eakin

Chief Financial Officer

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

15

OUR ASSETS
CUSTOMER

WEIGHTING

RENTAL

INCOME

1

FAVONAHIGHBROOKM20MT WELLINGTONROSEDALEROMA SAVILL LINKTHE GATEWESTNEYCONNECT

New Zealand Post12%

Mainfreight8%

DHL3%

Freightways3%

Officemax2%

Coda2%

Fletcher Building2%

Cotton On Clothing2%

Linfox2%

Supply Chain Solutions2%

To l l2%

Steel & Tube2%

Turners & Growers2%

Frucor Suntory1%

Asaleo Care1%

Viridian Glass1%

Metroglass1%

NCI Packaging1%

Cottonsoft1%

Ingram Micro1%

1

Includes new development commitments.

Industry weighting

Consumer goods warehousing

1 5%

Manufacturing

1 1%

Retail

2%

Commodities warehousing

4%

Building products warehousing

9%

Third party logistics / parcel

46%

Other warehousing

3%

Top 20 customers

Other

1 0%

FINANCIAL RESULTSOTHER INFORMATION

16

OUR ASSETSSUSTAINABILITY REPORTYEAR IN REVIEW

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

16

Key locations
An investment strategy focused on the

Auckland urban logistics market provides

customers with high-quality business

premises, close to transport infrastructure

in New Zealand’s largest consumer market.

ROSEDALE

WAITOMOKIA

WESTNEY

ROMA

FAVO N A

SAVILL LINK

THE GATE

CONNECT

PENROSE

TĀMAKI

LEONARD

MT WELLINGTON

HIGHBROOK

ŌTĀHUHU

M20

1717

Goodman’s focus on circularity
and commitment to sustainable

development includes the recycling

and repurposing of demolition materials

across all its brownfield projects.

Developing sustainably

Over 90% of the Trust’s current development

projects are being constructed on brownfield sites.

Situated in prime locations, the redevelopment of these

older style properties into modern, efficient, sustainable

distribution facilities improves the efficiency of

Auckland’s industrial building stock. The intensification

of use helps limit urban sprawl and minimises travel

distances and transport-related emissions for

customers focused on last mile delivery.

All new projects are targeting an industry leading

5 Green Star Built rating. The certification,

from the New Zealand Green Building Council,

assesses the sustainability attributes of the project

and the quality of the workspaces it provides.

Regenerating

Favona

Development insight

The first stage in the creation of a logistics supersite

for Mainfreight, at the Trust's Favona Road Estate

in Māngere, saw 80% of demolition material,

over 2,500 tonnes, recycled.

The initial eight-month deconstruction phase of

this brownfield project included the sorting and

transport of all aluminium and steel framing, glass

panels, concrete and other building materials to

appropriate resource recovery operators.

Late 2018

The purchase

Three adjoining brownfield sites on Favona

Road, Māngere, were conditionally acquired

in December 2018 for $29 million. The

7 hectare property included 40,000 sqm

of older-style commercial glasshouses.

Mid 2021

Deconstruction

Site preparation begins following expiry

of the existing lease to T&G. Specialist

contractor, Phoenix Metal Recyclers begin

the deconstruction of the former tomato

growing facility.

Demolition materials recovered

and diverted from landfill

270 truckloads

SUSTAINABILITY REPORTFINANCIAL RESULTSOTHER INFORMATION

1818

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

OUR ASSETS

Development insight

YEAR IN REVIEW

The new Mainfreight facility is designed
to be highly sustainable and resource

efficient with the development process

carefully managed to reduce waste

and other environmental impacts.

The twin-warehouse facility is constructed from lower carbon and

sustainably sourced building materials wherever possible. Embodied

carbon and greenhouse gasses emitted during the construction phase

are also measured and will be offset upon completion.

Late 2021

Phase one complete

With 80% of building material recycled,

the deconstruction phase results in

reduced demolition waste. All Scope

1 and 3 emissions associated with the

project were offset by the contractor.

2021-2022

Customer commitment

Global logistics provider Mainfreight extends its

relationship with Goodman, committing to a long-

term lease over a new twin-warehouse facility on the

Favona Road site. Detailed design work commences

and G Mundy Construction undertakes earthworks.

2022

Construction

Aspec Construction commence building

the new 36,000 sqm facility. Targeting

a 5 Green Star rating the new supersite

will be Mainfreight’s largest New Zealand

warehouse, once complete.

Glass

13%

Other

1%

Waste

20%

Concrete

42%

Metal

24%

% OF WEIGHT OF TOTAL DECONSTRUCTED MATERIALS

1919

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

2023
Project delivery

Construction milestones, including the

pouring of a lower carbon concrete slab,

are achieved with the building expected

to complete in June 2023.

The building specification includes features

and technologies that add resilience and

improve operational efficiency.

Solar energy system

158 kWp

with sub-metering for energy monitoring

Automated LED-lighting

up to 90%

energy savings over traditional lighting

Electric vehicles

8 charging points

across five pedestals

Low-E double glazing

to reduce noise and regulate

thermal comfort

Rainwater harvesting

150,000 litres

storage capacity

Lower carbon development

1

15.8%

estimated reduction in embodied carbon

for completed project

A rooftop solar energy system, automated LED lighting, low flow

water fittings and rainwater harvesting reduce reliance on Auckland’s

infrastructure and lower occupancy costs for Mainfreight.

1

Independent assessment of building only, upfront embodied carbon (A1-A5) compared to a similar sized reference building.

SUSTAINABILITY REPORTFINANCIAL RESULTSOTHER INFORMATION

2020

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

OUR ASSETS

Development insight

YEAR IN REVIEW

At the forefront of the growth in demand for
logistics and supply chain services, Mainfreight’s

new 35,860 sqm logistics facility is expected to

achieve a 5 Green Star Built rating once complete.

2121

Sustainability is embedded in our
corporate values and reflected

across all parts of our business

strategy. Our investment decisions

are based on long-term thinking,

and we operate with ESG priorities

front of mind.

Acknowledging our wider responsibilities,

we are taking steps toward a more sustainable

future with ambitious targets to decarbonise, build

resilience, and mitigate climate change impacts.

HIGHLIGHTS

of the last 12 months

SUSTAINABILITY

REPORT

Around 10,700 natives were planted in urban ngahere at Highbrook Business Park and Roma Road Estate

during the year.

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

22

SUSTAINABILITY REPORTOUR ASSETSYEAR IN REVIEWFINANCIAL RESULTSOTHER INFORMATION

Highlights

Our framework

Goodman Foundation

GRI index

Our focus is on the built environment and the delivery of sustainable property
solutions that help our customers thrive. By reducing emissions and investing

in greener buildings we’re lifting our environmental performance and

improving the quality of our properties, and the workspaces they provide.

CDP climate score

1,2


A- rating

for 2022

Toitū certified operations

2


carbonzero

since 2021

Greenhouse gas emissions

2


38.3% reduction

from FY20 base year

Lower carbon development

3


12.0%

estimated reduction in embodied carbon

for completed projects

Engaged team

88%

engagement score

Boosting biodiversity

10,700 natives

planted in urban ngahere

World leadership rating

6 Green Star Design

for two Highbrook development projects

Solar energy systems

1 MWp installed

across 14 rooftops

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.

3

Independent assessment of building only, upfront embodied carbon (A1-A5) compared to a similar sized reference building.

Sustainable Finance Framework

$450 million

of green bonds and loans

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

23

Goodman’s strategic focus as an owner, developer
and manager of warehouse and logistics space

includes the aim of becoming a lower carbon

and more resilient property business.

A sustainability framework that includes the following three pillars

directs our actions towards these goals.

Sustainable properties

Goodman invests in properties that

are adaptable, resource efficient

and resilient to the impacts of

climate change. Located close to

key transport infrastructure and

large consumer catchments, these

facilities help improve our customers’

operational efficiency. High-quality

workspaces and a range of amenity

features contribute to staff wellbeing

for these businesses.

People and culture

We believe that a business that is

positively connected with its people

and wider community will deliver

superior long-term results. Goodman’s

flexible and progressive work practices

help create a diverse, inclusive and

safety conscious culture. Team

members are recruited and rewarded

based on their commitment to our

values, long-term strategic thinking,

expertise and performance.

Corporate performance

A sustainable capital structure,

contemporary governance policies

and business wide commitment to

ESG principles give our investors,

regulators, customers, and community

partners confidence in our strategy.

We measure our performance against

leading benchmarks and provide the

market with regular updates on our

operating performance and wider

business activities.

We’re challenging

ourselves to do

better and do more

for the benefit of all

our stakeholders.

Paving the way

Our framework

Concrete with lower Global Warming Potential (GWP) is specified for all new developments. It has up to

25% less embodied carbon than standard practice concrete.

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

OUR ASSETSFINANCIAL RESULTSOTHER INFORMATION

24

SUSTAINABILITY REPORT

Our framework

YEAR IN REVIEW

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

HIGHEST

HIGH

Sustainable structure,

operations and results

Sustainable design

and management

Customer

attraction

and retention

Flexible and

adaptable

properties

Health, safety

and wellbeing

ESG reporting and

stakeholder engagement

Responsible and

environmentally

sensitive investment

Diversity and

inclusiveness

Emission reduction

and energy efficiency

Social equity

MATERIAL FACTORS

Our sustainability framework

incorporates the material factors

that drive our success.

The 14 factors identified as being

significant to our business were

extensively reviewed in 2021.

The next stakeholder consultation

will be undertaken in FY24

as part of a three-year cycle.

We’ve made three updates to

the matrix this year, following a

comprehensive internal review.

These changes include:

1. Increased priority being

assigned to sustainability

and resilience related factors

2. The number of factors has

been reduced to 10, with similar

priorities being amalgamated

3. New wellbeing and diversity

initiatives throughout our

business have been reflected

in the relative rankings

of these factors

It includes reporting on a range of non-

financial metrics, monitoring progress

against future targets and being

accountable for our performance.

The following pages describe how

these factors are integrated into

our broader business strategy. GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

25

SUSTAINABLE

PROPERTIES

KEY TARGETSACTIVITYS TAT U S

Carbon neutral

operations

Toitū carbonzero certified since FY21

FY23 emissions

1

represent a 38.3% reduction from FY20 base year

21.5% and 43.0% emission reduction targets adopted for 2025

and 2030 respectively

PROGRESS ON TARGET

Sustainable

development

Targeting 5 Green Star Built rating from NZGBC for all new developments

Estimated 13.8% reduction in the intensity of carbon emissions (per square metre)

compared to a reference building, for current projects

Estimated 17,183 tCO

2

e of embodied carbon in recently completed

projects, to be offset

Energy efficiency 100% of core portfolio to feature LED lighting by 2025, around 74% installed

to date

NABERSNZ ratings for all eligible office buildings at Highbrook by 2025

Over 50% of customers committing to providing energy consumption

data for comparative benchmarking

Renewable energyCertified Renewable Electricity supplied by Meridian Energy

2.4 MWp of solar energy systems installed or planned, ahead of the

2.0 MWp target set for 2025

Maintain portfolio

occupancy above 95%

Portfolio effectively at capacity with average occupancy of 99.5%

1

Mandatory Category 1-4 emissions as reported.

The material factors that guide our investment activity include:

+Customer attraction and retention

+Sustainable design and management

+Flexible, adaptable and resilient properties

+Emission reduction and energy efficiency strategies

These factors are reflected in the specific targets we have adopted in the following table

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

OUR ASSETSFINANCIAL RESULTSOTHER INFORMATION

26

SUSTAINABILITY REPORT

Our framework

YEAR IN REVIEW

GMT’s urban logistics portfolio provides customers
with high-quality properties in key locations across

Auckland. Close to major transport infrastructure and

large consumer catchments, the productivity benefits

of our facilities are reflected in high occupancy levels

and strong customer retention rates.

Future proof portfolio

The average age of the core portfolio

is around 11 years. A long-term

investment strategy ensures these

properties are maintained to a

superior standard. Upgrade projects

that improve the operational and

environmental performance of the

portfolio are also underway.

These energy efficiency and water

conservation initiatives include the

installation of electricity submetering,

solar energy systems, EV chargers,

LED lighting and water saving

technologies. The replacement of

R22 refrigerants within building HVAC

systems with low emission factor

alternatives has also commenced.

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

27

Sustainable development
solutions

A successful development programme

has driven the growth of GMT, with over

90% of the core portfolio developed

since 2004.

Our commitment to sustainable

development includes the targeting of

a 5 Green Star Built rating on all new

projects. Adopting the Green Star

standard as our base-build specification

ensures all new warehouse and

logistics facilities are highly sustainable

and operationally efficient.

Recently completed projects at

Highbrook Business Park have

received a 6 Green Star Design rating.

Representing world leadership standard,

the NZ Blood Service and Tāwharau

Lane projects are the first industrial

buildings in New Zealand to achieve

this rating.

The use of lower carbon and sustainably

sourced building materials in the

construction phase is reducing the

intensity of our development emissions.

Life cycle assessments, measuring the

upfront embodied carbon of all current

projects, recorded an average 13.8%

reduction in emissions intensity compared

to similar sized reference buildings. On

a square metre basis, this equates to a

reduction from around 462 kg CO

2

e sqm

to 398 kg CO

2

e sqm of net lettable area.

Once complete and independently

verified, the residual embodied carbon in

these development projects will be offset.

We’ve also integrated circularity principles

into the development process, with

careful recycling and repurposing of

most demolition and construction waste

where possible.

Extensive landscaping, urban ngahere

(urban forests), beehives and other

biodiversity initiatives are incorporated

into our larger estates, enhancing, and

protecting the natural environment.

Over 10,700 native shrubs and trees were

planted at Highbrook Business Park and

Roma Road Estate during the year.

Esplanade reserves and storm water management system, Highbrook Business Park.

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

OUR ASSETSFINANCIAL RESULTSOTHER INFORMATION

28

SUSTAINABILITY REPORT

Our framework

YEAR IN REVIEW

GHG EMISSIONS tCO
2

e

Category

(new standard)

Scope

(previous standard)FY23

FY20

(base year)

1

% change

Category 1Scope 1233.9596.0(60.8)

Category 2 Scope 2234.8199.217. 9

Category 3 (mandatory)Scope 3 (mandatory)17. 46 7. 9( 74 .3 )

Category 4 (mandatory)Scope 3 (mandatory)71.14 0.675.2

Total gross emissions5 5 7. 29 0 3 .7(38.3)

Category 4 (non-mandatory)

2

Scope 3 (non-mandatory)

2

17, 1 8 3 . 4n/an/a

1

Base year restated after emission factor revision from the Ministry for the Environment.

2

Upfront embodied carbon emissions from completed developments.

Design Life Cycle Assessment, subject to finalisation and peer review.

Climate risk and

emissions reporting

With extreme weather events already

affecting our communities, the need

for collective action on climate change

is urgent.

As a business we are committed to

minimising our greenhouse gas emissions

and have implemented a sustainability

programme that includes ambitious

carbon reduction targets. Our Emissions

Reduction and Management Plan details

the operational initiatives that will help

in the transition to a low carbon, more

sustainable business.

The plan has been updated this year,

with 2030 targets added to the original

2025 objectives. The pathway is aligned

with the Paris Agreement and the aim

of limiting global warming to less than

1.5 degrees.

Carbonzero certification from Toitū

confirms our carbon emissions have been

measured in accordance with the new

ISO 14064-1:2018 standard and that we

have offset mandatory emissions with locally

sourced carbon credits (Category 1-4), and

Certified Renewable Energy certificates

(Category 2) from Meridian.

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 below summarises the

combined emissions of these

businesses, with the detailed inventory

available online. The objective is to

reduce absolute emissions (from our

2020 base year) by 21.5% before

2025, and 43.0% by 2030.

Our FY23 result, with a 38.3%

reduction in emissions, is consistent

with these ambitions. The strong

progress reflects positively on our

carbon reduction initiatives which

are summarised on page 26.

The embodied carbon from our

development activity is reported

on a below the line basis, as non-

mandatory Category 4 emissions.

We estimate that these emissions

will be around 17,183 tCO

2

e, for the

38,000 sqm of projects that have

completed since 31 March 2022.

New Zealand Green Building Council

nzgbc.org.nz

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

29

PEOPLE AND

CULTURE

KEY TARGETSACTIVITYS TAT U S

Safety at workNo serious harm injuries across all workplaces and worksites in FY23

Contractor induction and certification on all worksites

PROGRESS ON TARGET

Diverse and

inclusive workplace

Our team of 69 includes 11 different ethnicities, with speakers of

11 languages

An inclusive culture score of 90% and an engagement score of 88%

achieved in recent workplace survey

Improved gender representation with 42% of the managerial team female

Gender, ethnicity, and age representation targets set for 2030 in refreshed

inclusion and diversity policy

Social procurement

and supply chain ethics

Social procurement obligations are being progressively incorporated into

new construction contracts and supplier agreements

Contractors and suppliers have been surveyed to assess the potential

risks in our supply chain in relation to modern slavery

Investing in

our people

Formal reviews occur every six months with personal development

objectives set annually

100% of employees were assessed as demonstrating Goodman values

during the year

Almost 3.9 million GMT units issued to team members as part of

Goodman’s long term incentive scheme

Focusing on the following material factors helps create a safe and inclusive business:

+Health, safety and wellbeing +Diversity and inclusiveness +Social equity

These factors are reflected in the specific targets we have adopted in the following table.

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

OUR ASSETSFINANCIAL RESULTSOTHER INFORMATION

30

SUSTAINABILITY REPORT

Our framework

YEAR IN REVIEW

LIVING
OUR VALUES

Goodman’s values are integral to the success

of the business. They shape our culture and

focus our people on delivering high-quality

service, and innovative property and investment

solutions over the long term.

Prioritising health and safety

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 are complied with.

There were 67 health and safety incidents

reported in FY23 compared to 52 in FY22.

All incidents were classified as minor

with no serious harm injuries, a pleasing

result that has continued 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.

We are also taking steps to understand

whether there are any potential risks in

our supply chain in relation to modern

slavery. We have undertaken a survey of

our preferred suppliers for the purpose

of managing this risk.

Strength through diversity

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. An inclusive culture score

of 90% in our recent survey indicates we

are delivering on these objectives.

Our refreshed 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 113 of this report includes more

detail of our workforce demographics

and our targets for 2030.

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 49% of our people working flexible

hours and 88% choosing to work

remotely at least one day a week.

Approximately 7% of our people have

also been supported with formal part-

time working arrangements.

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

31

Workplace wellbeing
Goodman's brand values guide how we

interact with each other, represent our

business, and engage with stakeholders.

An employee retention rate of 94% over

the last year, and an engagement score

of 88% in an internal survey in March

2023 show we have created 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.

Our partnership with Groov has

continued to support the mental health

of our people over the last 12 months.

Dr Fiona Crichton has delivered

foundation sessions, to build knowledge

and help identify the small actions

that individuals and teams can take to

improve their wellbeing.

Annual flu vaccinations, COVID-19 testing

kits and skin cancer checks are other

health services offered to our people.

We also hosted and promoted social and

cultural events, sporting and recreational

opportunities, and a financial wellbeing

session from Benestar (our EAP provider)

over the last 12 months.

Developing our people

It is important to Goodman that we

recruit, engage, develop and retain the

best people. This focus starts with a brief

to agency partners that ensures they

are representing Goodman’s values and

supporting us to attract diverse talent.

We look for people who will challenge

our thinking, drive change and develop

new ideas that contribute to sustainable

business outcomes.

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.

A unique long-term incentive plan helps

retain talent. It gives all our people a

material stake in the business, aligning their

interests with those of our stakeholders.

To encourage wider participation in our

industry we provide an annual scholarship

for a University of Auckland property

student and support the Keystone Trust

through the Goodman Foundation.

1. Goodman team members volunteering at KiwiHarvest, India Glen, Office Manager,

Chloe Kearns, Project Administrator, Neeral Raniga, Assistant Property Accountant

and Teigan Sutton, Digital Marketing Co-ordinator.

2. Duncan Johnston, Development Analyst, celebrating Chinese New Year with

Goodman colleagues.

3. Events celebrating our LGBTTQIA+ community and educating our people on the

meaning and history of Pride Month were hosted in February.

4. The Goodman touch team were runners up at the fundraising tournament for

Keystone Trust.

1

2

3

4

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

OUR ASSETSFINANCIAL RESULTSOTHER INFORMATION

32

SUSTAINABILITY REPORT

Our framework

YEAR IN REVIEW

Executives
3

Mandy Waldin

Marketing Director

7

Anton Shead

General Counsel and Company Secretary

5

Andy Eakin

Chief Financial Officer

1

Michael Gimblett

General Manager – Development

6

James Spence

Chief Executive Officer

2

Evan Sanders

General Manager – Property Services

4

Kimberley Richards

Director – Investment Management

and Capital Transactions

8

Sophie Bowden

Human Resources Business Partner

9

Jonathan Simpson

Head of Corporate Affairs

FROM LEFT TO RIGHT:

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

33

CORPORATE
PERFORMANCE

KEY TARGETSACTIVITYS TAT U S

Retain investment grade

credit rating of BBB

Portfolio occupancy of 99.5%

Sustainable financial metrics with gearing of 25.9%

Distribution reflecting a prudent payout ratio of 83.1% of cash earnings

PROGRESS ON TARGET

External certificationAn improved CDP climate score of A-

Toitū carbonzero certified

1

since FY21

Sustainable Finance Framework facilitating the $150 million Green Bond

issue and establishment of new $300 million Green Loan facilities

Governance and

disclosure

Corporate Social Responsibility committee, reporting regularly to the Board

Continued alignment with the NZX Corporate Governance Code

GRI reporting framework

Climate related

disclosures

Contributed to the development of property sector climate change scenarios

for use by GMT and other Climate Reporting Entities

Comprehensive assessment of climate related risks being completed by

external consultant

GMT’s first disclosures under the new Aotearoa New Zealand Climate

Standards to be completed in FY24

Community supportAlmost $0.5 million distributed through the Goodman Foundation

Additional financial support provided to community partners to assist

with disaster relief

Over 300 volunteering hours completed

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 material factors critical to the success of our business include:

+Sustainable structure,

operations, and results

+ESG reporting and

stakeholder engagement

+Responsible and environmentally

sensitive investment

These factors are reflected in the specific targets we have adopted in the following table.

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

OUR ASSETSFINANCIAL RESULTSOTHER INFORMATION

34

SUSTAINABILITY REPORT

Our framework

YEAR IN REVIEW

Environmental, social
and governance

Engagement with our stakeholders on

environmental, social and governance

matters is a priority for our business.

Transparent and robust governance

structures provide stakeholders

with confidence in our reporting,

and the regularity and variety of our

communications ensures our performance

on these matters is accessible.

The Board of Goodman (NZ) Limited is

committed to delivering GMT’s business

strategy sustainably. It includes a risk

management framework that considers

non-financial issues, such as the impact

of climate change, alongside financial,

strategic, operational and compliance

risks.

A dedicated Corporate Social

Responsibility Committee oversees

the implementation of our sustainability

programme. Regular Board reporting

includes performance updates against our

short and medium-term targets.

The corporate governance section on

page 111 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/about-

goodman/corporate-governance.

Johnson Corner, a serviced office provider at Highbrook Business Park.

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

35

Financial stability
Financial stability is foundational to

any sustainable business.

Maintaining high occupancy and customer

retention levels is key to achieving

resilience within our portfolio. The strength

of our customers underwrites GMT’s

financial performance, providing the

strong rental cashflows that underpin

earnings growth and returns to investors.

Low gearing and significant liquidity

bolster the resilience of our business,

while creating the capacity to invest in

new opportunities as and when they arise.

GMT’s Sustainable Finance Framework

enables the business to issue new bonds

and establish loans to support the

delivery of sustainable property solutions

for our customers.

Benchmarking

As a business we are focused on

continuous improvement and best

practice, and as a part of this we

undertake regular benchmarking against

respected international standards.

As part of our commitment to reducing our

carbon footprint, GMT has participated in

the annual CDP survey since 2006. The

global initiative encourages participants to

measure their greenhouse gas emissions,

manage their climate change impacts and

reduce carbon pollution.

Investment grade

credit rating

Our financial strength is

reflected in our credit rating.

GMT’s approach to gearing,

capital management,

operations and investments

contribute to S&P Global

Ratings maintaining their credit

rating of BBB for the business.

As a result of the mortgage

security held over GMT’s

property portfolio, the Trust’s

debt issuances are rated one

notch higher at BBB+.

Both ratings have remained

stable since first assigned

in 2009.

The implementation of emission

management and reduction strategies as

part of our Toitū carbonzero certification

has contributed to an improved CDP

result in 2022 with a climate score of

A-, compared to B in 2021 and B- in

2020. This was the equal highest rating

achieved by a New Zealand organisation

in 2022. We also maintained our supplier

engagement score of A-.

There were 30 local businesses that

submitted data, with CDP evaluating over

18,700 organisations worldwide. Further

information about the rating process can

be found at www.CDP.net.

S&P Global Ratings

BBB

Trusts’ debt

issuances rating

BBB+

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

OUR ASSETSFINANCIAL RESULTSOTHER INFORMATION

36

SUSTAINABILITY REPORT

Our framework

YEAR IN REVIEW

Reporting
As a leading NZX investment entity, we

have the responsibility to provide timely,

balanced and readily available information.

We engage with the investment community

on a regular basis, through various

communication channels, including formal

reporting, market announcements and

briefings, newsletters and more directly

through open days, presentations, and

meetings.

For our sustainability reporting we have

adopted the GRI framework. The index

on page 44 allows stakeholders to readily

access and review key information

regarding our sustainability programme,

ensuring both transparency and

accountability.

We are active industry participants and

have worked collectively with others

during the year to agree three climate

change scenarios for the New Zealand

construction and property sector.

An external consultant has also been

engaged to undertake an assessment of

the Trust’s assets under each of these

scenarios. From FY24, these impacts will

be disclosed in accordance with Aotearoa

New Zealand Climate Standard 1

(NZ C S1).

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 integral to

the fabric of GMT. Building meaningful

connections and fostering positive

relationships with the community

gives us the social licence to operate.

One of the most important

stakeholder relationships we have is

with tangata whenua. We continue

to work alongside local iwi in our

investment and social initiatives to

ensure we acknowledge and honour

our heritage while striving for an

equitable future.

We support other stakeholders

through the Goodman Foundation,

which invests in programmes that

aim to improve the standard of living,

health and the quality of life of the

most vulnerable in our communities.

One of the most important stakeholder relationships

we have is with tangata whenua. We continue to

work alongside local iwi in our investment and social

initiatives to ensure we acknowledge and honour our

heritage while striving for an equitable future.

Blessing ceremony, North Point development, Highbrook Business Park.

Te Ākitai Waiohua and Ngāti Tamaoho iwi led representatives from Goodman and Fackelmann

(customer) along the esplanade reserve to the centre of the site for karakia and waiata.

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

37

Goodman
Foundation

The Goodman Foundation is an initiative of the Manager

that brings people and resources together to address

disadvantage in our communities. By partnering with

like-minded organisations and funding projects with

clearly defined timelines and outcomes, we’re making

a tangible and sustainable difference to people’s lives.

How we help

We focus on providing support where

it’s needed most in the areas of children

and youth, community and community

health, food rescue and the environment.

Responding to the immediate needs

of our communities through the recent

extreme weather events made disaster

relief another significant part of our

programme this year.

Our support is offered in four different ways:

+ Cash grants

Funding for projects with defined

outcomes (usually over one to three

years) that enable our partners

to achieve scale, making a more

tangible impact.

+ Give back

Workplace giving schemes that

match payroll contributions and other

donations from Goodman people.

It includes a select group of charities

with close connections to our team.

+ Do good

Goodman people fundraising or

volunteering for charities. Around

$5,000 was raised over the last

12 months with over 300 volunteering

hours also completed.

+ In-kind

Donations of our expertise, space,

office furniture, computers and other

critical items that provide our partners

with the tools they need to succeed.

Community fun run at Highbrook Park, organised and hosted by the local Rotary Club.

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

OUR ASSETSFINANCIAL RESULTSOTHER INFORMATION

38

SUSTAINABILITY REPORT

Goodman Foundation

YEAR IN REVIEW

The Goodman Foundation
has been supporting

New Zealand communities

for well over 10 years.

During this time the charitable

organisation has provided over $2 million

of financial assistance to its community

partners. These organisations share

the same values and are delivering

initiatives that improve the wellbeing and

social outcomes of those living in the

neighbourhoods where Goodman invests.

Acknowledging the devastating impacts

of the extreme weather across the North

Island during January and February 2023,

the Goodman Foundation has extended its

community support.

An additional $100,000 in funding has

been provided to KiwiHarvest, OrangeSky

and the Red Cross in response to the

hardship and displacement caused by

the Auckland Anniversary floods and

Cyclone Gabrielle.

The financial support will allow these

organisations to extend their services,

helping with the immediate need and

ongoing recovery of the affected

communities.

Goodman team members are also

contributing directly with individual

donations being matched by the

Goodman Foundation.

The Red Cross were recipients of additional Goodman Foundation funding to assist with disaster relief

following extreme weather events in early 2023.

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

39

KiwiHarvest
As New Zealand’s leading food rescue

organisation, KiwiHarvest is on track to

double the volume of food it collects and

redistributes by 2025.

With local services operating in Auckland,

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 fruit and vegetables prices

increased 23%, making them unattainable

to our most vulnerable, KiwiHarvest

redistributed a record 2.0 million kgs of

food. Around 12% more than previous

year and equivalent to over 5.74 million

meals, it included surplus produce, protein,

mislabelled goods, cleaning products and

grocery items approaching expiry.

Responding to the acute need in

our communities in early 2023, the

organisation acted quickly, with essential

deliveries of food, hygiene, and cleaning

supplies to the storm damaged and

isolated areas of Northland, West

Auckland, and Hawke’s Bay.

A founding partner, the Goodman

Foundation has been a supporter of

KiwiHarvest since 2015. This support

includes regular volunteering, with

Goodman people encouraged to help

in the warehouse, processing and

packing produce and other food items

for distribution.

https://www.kiwiharvest.org.nz/

Jason Gillard, Architectural Modelmaker for Goodman and regular volunteer for KiwiHarvest,

working as a driver’s assistant on a weekly basis, standing alongside Rebecca Hyde-Hills.

Charity organisations in the food

rescue and environment space reduce

waste and support those in need by

redistributing fresh food or useful

items that would otherwise go to landfill.

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

OUR ASSETSFINANCIAL RESULTSOTHER INFORMATION

40

SUSTAINABILITY REPORT

Goodman Foundation

YEAR IN REVIEW

For people who often feel disconnected
from their community, the service offers

a chance to refresh, while also making a

human connection with the volunteers

that support the initiative.

The Goodman Foundation has sponsored

Orange Sky since 2021 and has

increased its contribution this year to

help meet the additional demands on the

organisation’s recovery support role in

the aftermath of the Auckland Anniversary

floods and Cyclone Gabrielle.

https://orangesky.org.nz/

Orange Sky

Orange Sky offers a unique service that

supports those in our community dealing

with homelessness. The charity provides

mobile laundry and shower services in a

safe and positive environment for some

of the 41,000 Kiwis struggling without a

permanent home.

With five custom vehicles, Orange Sky

provides services in Auckland, Hamilton,

Wellington and Christchurch.

Orange Sky operate five mobile laundry and shower vehicles throughout the country.

Ongoing support

Through the Foundation’s give

back initiative, other fundraising

and discretionary grants, financial

support was provided to the following

organisations and events over the last

12 months:

+ 4U Mentoring

+ Ronald McDonald House

+ Starship Foundation

+ Womens Refuge

+ IDFNZ The Kids Foundation

+ The Key to Life Charitable Trust

+ Circus Quirkus

+ Special Children’s Christmas Party

+ Maranga – Rise Up

We work with charity organisations

that support efforts to create a more

inclusive and equitable society.

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

41

ABOVE: Luisa Togotogorua recipient of Goodman's Tania Dalton scholarship. (Image source: fijisun.com.fj)
Duffy Books in Homes

Duffy Books in Homes is a literacy

programme aimed at breaking the cycle

of booklessness in our communities.

The nationwide reading initiative was

established in 1994 by author Alan Duff.

Duff recognised that children who can’t

read face a lifetime of disadvantage and

created a programme to encourage

reading at home by gifting books.

Over 100,000 Kiwi kids now benefit from

five free books every year, with more than

14 million books being distributed since the

programme began almost 30 years ago.

There are 700 schools and early

childhood centres participating, with the

Goodman Foundation a Duffy sponsor of

three South Auckland primary schools.

The three schools have a combined roll of

around 1,300 students, they include:

+ Fairburn School, Ōtāhuhu

+ Sir Edmund Hillary Junior School,

Ōtara

+ Wiri Central School, Wiri

www.booksinhomes.org.nz

Kotahi Rau Pukapuka Trust

Established in October 2019, Kotahi Rau

Pukapuka Trust is promoting the use of

te reo Māori through the publication of a

series of original stories and translations

of other great books.

The goal is to produce one hundred books

in te reo Māori, growing a love for the

language.

The Kotahi Rau Pukapuka kaupapa is

founded on the belief that quality literature

in te reo Māori is a critical support for

whānau and communities engaged in

language revitalisation. The initiative is also

expected to feed the literary appetites

of Māori language speakers and help to

nurture generations of future Māori writers.

www.kotahiraupukapuka.org.nz

Tania Dalton Foundation

The Tania Dalton Foundation (TDF) helps

gifted young New Zealanders unlock

their sporting talent and become their

best selves. 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.

A wider goal of the TDF is to engage with

thousands of young people across the

country through a range of initiatives,

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 young person pursue

their sporting ambitions.

Luisa Togotogorua is the current

Goodman Foundation funded scholarship

recipient. In the final year of the

scholarship programme the former

Howick College student continues to

pursue her professional rugby ambitions

while working full time.

www.taniadaltonfoundation.org.nz

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

OUR ASSETSFINANCIAL RESULTSOTHER INFORMATION

42

SUSTAINABILITY REPORT

Goodman Foundation

YEAR IN REVIEW

43
GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

43

Keystone Trust

The Keystone Trust is focused on

promoting opportunities and lifting

the participation of young people in

the New Zealand property industry.

A Keystone Trust scholarship recipient,

Alex graduated from Unitec Institute

of Technology three years ago with

a Bachelor of Construction degree.

She was an outstanding scholar, being

awarded the top overall student in

her final year of study and nominated

to represent her university at the

ArchEngBuild Challenge in 2020.

There were 12 Keystone Trust

scholarships awarded in 2022

(first year students), lifting the

current number of students on

the programme to over 50.

www.keystonetrust.org.nz

Alex Matthews, Project Manager

Alex joined the Goodman team as a

Project Manager in 2022. Her role

includes the management and oversight

of a wide range of building projects,

working with consultants, contractors,

and customers to deliver high-quality

property solutions.

General disclosures
Disclosure titleGRILocation or reference

Organisational details2-1Pages 58, 125

Entities included in the organisation’s sustainability reporting2-2Page 29

Reporting period, frequency and contact point2-31 April 2022 to 31 March 2023 (published 18 May 2023)

Annual

info-nz@goodman.com

Restatements of information 2-4None

External assurance2-5None

Activities, value chain and other business relationships2-6https://nz.goodman.com/who-we-are/about-us

Pages 16 – 20, 80 – 82

Employees2-7Pages 31, 113

Workers who are not employees2-8All staff are employees on individual contracts

Governance structure and composition2-9Pages 33, 111 – 114, 121

Nomination and selection of the highest governance body2-10P a g e 114

Trust Deed, Pages 91 – 93: https://nz.goodman.com/-/media/files/sites/

new-zealand/about-us/corporate-governance/corporate-governance-

may-2020/trust-deed-including-supplemental-trust-deed.pdf

Chair of the highest governance body2-11Pa ge 121

Role of the highest governance body in overseeing the management of impacts2-12Page 22 - 37

Delegation of responsibility for managing impacts2-13A dedicated Corporate Social Responsibility Committee oversees

the implementation of our sustainability programme

Role of the highest governance body in sustainability reporting2-14Pages 25, 35

Conflicts of interest 2-15 Pages 112, 115, 120

Communication of critical concerns2-16Regular Board reporting from the Corporate Social Responsibility,

and Health and Safety committees

Collective knowledge of the highest governance body2 -17Pages 26 – 29

Evaluation of the performance of the highest governance body2-18Pages 26, 30, 34, 112, 114

Renumeration policies2-19Pages 114 – 117

Process to determine remuneration2-20Pages 114 – 117

Annual total compensation ratio2-21P a g e 117

Statement on sustainable development strategy2-22Page 8

Policy commitments2-23Pages 34 – 37, 112, 115

Goodman’s risk management process uses the precautionary principle

to assess potential impacts across a range of ESG criteria

Embedding policy commitments2-24Pages 30 – 32

Processes to remediate negative impacts2-25Pages 26 – 29

Mechanisms for seeking advice and raising concerns2-26Ethical Concerns (Whistleblower) Policy: https://prod.goodman.

com/-/media/files/sites/global/who-we-are/corporate-governance/

policies-2022/september-2022/ethical-concerns.pdf

Compliance with laws and regulations2-27No non-compliance

Membership associations2-28Pa ge 37

Approach to stakeholder engagement2-29Pages 25, 34 – 37

Collective bargaining agreements 2-30No collective agreements, individual employment contracts

GRI

INDEX

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

OUR ASSETSOTHER INFORMATION

44

SUSTAINABILITY REPORT

GRI Index

FINANCIAL RESULTSYEAR IN REVIEW

Goodman has chosen to

prepare its 2023 Annual

Report in accordance

with the Global Reporting

Initiative (GRI) Universal

Standards.

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

Material Topics

Process to determine material topics3 -1Pa ge 25

List of material topics3-2Pa ge 25

Energy

Disclosure on management approach3-3Pages 26 – 29, 2023 Greenhouse Gas Emissions Inventory and Management Report

Energy intensity302-3Page 29, FY23 2023 Greenhouse Gas Emissions Inventory and Management Report

Emissions

Disclosure on management approach3-3Pages 26 – 29, 2023 Greenhouse Gas Emissions Inventory and Management Report

GHG emissions intensity305-4Page 29, FY23 2023 Greenhouse Gas Emissions Inventory and Management Report

Occupational health & safety

Disclosure on management approach3-3Pages 30 – 31, 117 – 118

Work related injuries403-9Pa g e 31

Diversity and equal opportunity

Disclosure on management approach3-3Pages 30 – 32, 113

Diversity of governance bodies and employees4 0 5 -1Pa g e 113

Sustainable design and management – non GRI

Disclosure on management approach3-3Pages 8 – 9, 26 – 29

Customer attraction and retention – non GRI

Disclosure on management approach3-3Pages 1, 18 – 20, 26 – 27

Flexible and adaptable properties – non GRI

Disclosure on management approach3-3Pages 17, 26

Social equity – non GRI

Disclosure on management approach3-3Pages 30, 38 – 43

Sustainable structure, operations and results – non GRI

Disclosure on management approach3-3Pages 34 – 37

Responsible and environmentally sensitive investment – non GRI

Disclosure on management approach3-3Pages 34 – 37, 117 – 118

ESG reporting and stakeholder engagement – non GRI

Disclosure on management approach3-3Pages 36 – 38, 118

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

45

High occupancy levels and sustained customer
demand have contributed to strong operating results

and new development commitments for the Trust.

FINANCIAL
R E S U LT S

OverviewFY23FY22% change

(Loss)/profit before tax ($m) (126.0) 76 3.8(116.5)

(Loss)/profit after tax ($m)(135.4)74 8 .6(118.1)

Movement in fair value of investment property ($m)(237.7)660.4(136.0)

Operating earnings before tax ($m)

1

126.5118.36.9

Operating earnings after tax ($m)

2

111.199.311.9

Operating earnings per unit before tax (cpu)

2

9.018.476.4

Operating earnings per unit after tax (cpu)

2

7. 9 27. 1 111.4

Cash earnings per unit (cpu)

3

7. 1 06.666.6

Cash distribution per unit (cpu)5.905.507. 3

Loan to value ratio (%)

4

25.921.325.6

Net tangible assets (cpu) 245.2260.6 (5.9)

Management expense ratio (%) 0.430.84(48.8)

Management expense ratio

– excluding performance fee (%) 0.430.46(6.5)

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.

While the operating

performance of the Trust

has been extremely

pleasing, a 4.7% reduction

in the fair value of its

property assets has

contributed to a statutory

loss of $135.4 million

after tax.

Financial overview

After more than five years of sustained

growth in property values, rising

interest rates have impacted real estate

investment yields. The valuation effect of

a 100-bps softening in GMT’s average

portfolio capitalisation rate (to 5.2%) has

been significantly reduced by positive

leasing results and strong rental growth

over the last 12 months.

Independent valuations at 31 March 2023

resulted in $237.7 million of fair value

losses, compared to $660.4 million of

fair value gains in FY22. The fair value

losses contribute to a 5.9% reduction in

net tangible asset backing, to 245.2 cents

per unit (on a fully diluted basis).

Adjusting for these fair value movements

and other cash and non-cash items

provides the reconciliation with operating

earnings.

Operating performance

High occupancy levels and sustained

customer demand have contributed

to strong operating results and new

development commitments for the Trust.

Net property income was up 12.7% for the

year to $177.0 million, supported by new

leasing, continued strong rental growth

and the completion of four development

projects. The purchase of the Sleepyhead

manufacturing facility in Ōtāhuhu during

the year ($49.4 million) also contributed to

the revenue growth.

Total expenses of $50.5 million were

30.2% higher than last year, driven

primarily by an increase in net interest

costs. Rising interest rates were reflected

in a weighted average cost of debt of

4.0%, 80-bps higher than the 3.2%

recorded in FY22. A 44.9% increase in

GMT’s average debt balance on the prior

year, as a result of new investment and

development initiatives, also contributed

to the increase in net interest costs.

Additional deductions associated with

new leasing and the redevelopment of

brownfield sites lowered GMT’s effective

tax rate to 12.2% (16.1% FY22). As a

result, the 11.9% increase in operating

earnings after tax (to $111.1 million) was

greater than the pre-tax increase of 6.9%.

On a weighted average unit basis, operating

earnings were 9.01 cents per unit before

tax and 7.92 cents per unit after tax.

FY23 summary

OPPOSITE: NZ Post, Highbrook Business Park.

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

47

YEAR IN REVIEWOUR ASSETSSUSTAINABILITY REPORTFINANCIAL RESULTS

FY23 summary

OTHER INFORMATION

$ millionFY23FY22F Y21
Operating earnings before tax126.5118.3114.9

Income tax on operating earnings(15.4)(19.0)(19.5)

Operating earnings after tax

5

111.199.395.4

Straight line rent adjustments(2.8)(0.3)( 1 .7 )

Capitalised borrowing costs – land

6

(4.1)(1.6)(2.3)

Capitalised management fees – land(0.4)(0.2)(0.2)

Maintenance capex(4.2)(4.1)(3.8)

Cash earnings99.693.18 7. 4

Cash earnings (cpu)7. 1 06.666.28

Distributions per unit (cpu)5.905.505.30

Distributions % of cash earnings83.182.684.4

5

Refer to note 3.1 of GMT’s Financial Statements.

6

Refer to note 2.1 of GMT’s Financial Statements.

Cash earnings and distributions

Cash earnings is our preferred measure

of underlying operating performance.

It is a non-GAAP measure that assesses

free cash flow, on a per unit basis, after

adjusting for certain items.

The table alongside presents the Trust’s

cash earnings calculation for the last

three years. It demonstrates a track

record of consistently strong growth.

Cash earnings of 7.1 cpu was 0.2 cpu

higher than market guidance (6.9 cpu)

and 6.6% higher than the 6.66 cpu

achieved in FY22. Cash distributions of

5.9 cpu reflect a payout ratio of 83.1%

and represent a 7.3% increase on the

5.5 cpu paid previously.

Guidance for FY24 is for a further 4%

increase in cash earnings to around

7.4 cpu, with a 5% increase in cash

distributions to approximately 6.2 cpu.

The Tāwharau Lane development at Highbrook Business Park included three standalone facilities leased to pH7, Garmin and Chemist Warehouse.

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

OUR ASSETSSUSTAINABILITY REPORTOTHER INFORMATION

48

FINANCIAL RESULTS

FY23 summary

YEAR IN REVIEW

Balance sheet
Prudent capital management has always

supported GMT’s investment strategy.

A well-capitalised balance sheet has

enabled the Trust to grow sustainably,

taking advantage of new acquisition and

development opportunities as they arise.

New treasury initiatives in FY23 have

added diversity and flexibility to the

Trust’s debt book.

The inaugural $150 million Green Bond

issue and establishment of $300 million

of Green Loan facilities were the most

significant of these initiatives, aligning new

funding with sustainable development.

With $739 million of available liquidity

at 31 March 2023, GMT’s debt facilities

now include bank borrowings, listed retail

bonds, listed green bonds, wholesale

bonds and US Private Placement debt

notes.

A loan to value ratio of 25.9% and

committed gearing of 29.1% is well

below the 50% maximum allowed under

GMT’s Trust Deed and debt facility

covenants. It is a conservative setting

that provides operational flexibility and

substantial balance sheet resilience

should investment markets deteriorate.

GMT Bond Issuer Limited

GMT Bond Issuer Limited received

$28.8 million of interest income (FY22

$20.6 million) and incurred $28.8 million

of interest expense (FY22 $20.6 million).

The increase on the previous year reflects

the full year impact of the $200 million

Wholesale Bond issue in December 2021

and GMT’s inaugural $150 million Green

Bond issue in April 2022. The five-year

Green Bonds (GMB060) were issued

under the Trust’s Sustainable Finance

Framework. The coupon rate of 4.74%,

represented a competitive interest

margin of 1.10% per annum over the

corresponding base rate.

The GMB030 bonds matured on 23 June

2022.

S&P Global Ratings has maintained the

credit rating of all bonds issued by GMT

Bond Issuer Limited at BBB+. This is one

notch higher than the Trust’s investment

grade issuer rating of BBB due to the

mortgage security held over GMT’s

property portfolio.

No dividends or distributions have been

paid by GMT Bond Issuer Limited.

GMT's $4.8 billion portfolio provides over 1 million sqm of warehouse and logistics space.

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

49

GOODMAN PROPERTY TRUST

ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

OUR ASSETSSUSTAINABILITY REPORTOTHER INFORMATION

50

FINANCIAL RESULTS

Five year results

YEAR IN REVIEW

Five year results

$ millionFY23FY22F Y21FY20F Y19

Net property income17 7. 01 5 7. 1153.014 5.3126.8

Share of operating earnings before tax from joint ventures––––2.1

Net interest costs(29.5)(19.7)(22.3)(21.9)(16.0)

Administrative expenses(3.4)(3.2)(3.0)(2.6)( 2 .7 )

Manager’s base fee( 17. 6 )(15.9)(12.8)(11.1)–

Operating earnings before other income/(expenses) and income tax126.5118.3114.910 9.7110.2

Movement in fair value of investment property( 2 3 7.7 )660.4560.0165.8201.9

Disposal of investment property–––0.3–

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)

Movement in fair value of financial instruments(14.8)0.8 (12.3)20.03.2

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

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

(Loss)/profit before tax(126.0)763.8648.9284.4334.8

Current tax(15.4)(14.6)(13.7)(15.1)(16.2)

Deferred tax6.0(0.6)(3.5)( 7. 4 )0.9

(Loss)/profit after tax attributable to unitholders(135.4)74 8 .66 31 .7261.9319.5

Operating earnings before tax per unit (cpu)9.018.478.268.169.0 4

Operating earnings after tax per unit (cpu)7. 9 27. 1 16.866 .7 37. 6 8

Cash earnings per unit (cpu)7. 1 06.666.286.226.24

Cash distribution per unit (cpu)5.90

5.505.306.656.65

Balance sheet

Investment property4 ,7 91. 2 4 ,7 73. 23 ,78 9. 33,0 74 .02,633.4

Total assets4,853.94,814.33,831.53,168.42 ,72 0 .5

Borrowings for LVR calculation1,221.51,0 01.2716.0569.9519.0

Total liabilities1,413.21,156.9862.376 6.36 74 .3

Total equity3 , 4 4 0 .73 , 6 5 7. 42,969.22,402.12,046.2

Loan to value ratio (%)25.921.319.218.91 9 .7

NTA per unit (cpu)245.2260.6212.517 2 .71 5 7. 0

Unit price at 31 March (cpu)214.0236.0226.0214.5173 . 0

Property portfolio

7, 8

Net lettable area

9

(sqm)1 , 0 7 7, 4 7 31,071,0 0 41 , 0 9 7, 6 9 81,059,2631, 0 0 4 ,7 9 4

Weighted average capitalisation rate (%)5.24.24 .75.45.8

Investment portfolio occupancy (%)9999989998

Weighted average lease term (years)

10

6.46.35.55.55.2

Customers23522621320617 9

7

Property portfolio metrics

includes GMT’s joint venture

interests where applicable.

8

After all contracted sales,

including post balance date

transactions.

9

Net of canopies and yard.

10

Includes leased developments.

GOODMAN PROPERTY TRUST

ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

51

FY9

FY20

FY2

FY22

FY23

(LOSS)/PROFIT AFTER TAX

$ million

(135.4)

74 8 . 6

63.7

26.9

39.5

FY9

FY20

FY2

FY22

FY23

OPERATING EARNINGS BEFORE TAX

$ million

26.5

8.3

4.9

09.7

0.2

FY9

FY20

FY2

FY22

FY23

NET PROPERTY INCOME

$ million

77.0

5 7.

53.0

45.3

26.8

FY9

FY20

FY2

FY22

FY23

TOTAL ASSETS

$ million

4,853.9

4,84.3

3,83.5

3,68.4

2,720.5

FY9

FY20

FY2

FY22

FY23

LOAN TO VALUE RATIO

%

25.9

2.3

9.2

8.9

9.7

FY9

FY20

FY2

FY22

FY23

EQUITY

$ million

3,440.7

3,657.4

2,969.2

2,402.

2,046.2

FY9

FY20

FY2

FY22

FY23

CASH EARNINGS

cents per unit (cpu)

7.0

6.66

6.28

6.22

6.24

FY9

FY20

FY2

FY22

FY23

NET TANGIBLE ASSETS

cents per unit (cpu)

245.2

260.6

22.5

72.7

5 7. 0

Five year results (continued)

Esplanade reserves adjoining Highbrook Business Park.
GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

OUR ASSETSSUSTAINABILITY REPORTOTHER INFORMATION

52

FINANCIAL RESULTSYEAR IN REVIEW

Goodman Property Trust
FINANCIAL

STATEMENTS

For the year ended 31 March 2023

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

53

CONTENTS

Profit or loss 54

Balance sheet 55

Cash flows 56

Changes in equity 57

General information 58

Notes to the financial statements

1. Investment property 60

2. Borrowings 67

3. Earnings per unit and

net tangible assets 72

4. Derivative financial instruments 74

5. Administrative expenses 76

6. Debtors and other assets 77

7. Creditors and other liabilities 77

8. Tax 78

9. Related party disclosures 80

10. Commitments and contingencies 83

1 1. Reconciliation of (loss)/profit

after tax to net cash flows

from operating activities 83

12. Financial risk management 84

13. Operating segments 86

Independent auditor’s report 87

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

authorised these financial statements for issue on 17 May 2023. For and on

behalf of the Board:


Keith Smith Laurissa Cooney

Chair Chair, Audit Committee

$ millionNote20232022
Property income1.1213.81 8 7. 8

Property expenses(36.8)( 3 0 .7 )

Net property income17 7. 01 5 7. 1

Interest cost2.1(29.8)(20.0)

Interest income2.10.30.3

Net interest cost(29.5)(19.7)

Administrative expenses5(3.4)(3.2)

Manager’s base fee9( 17. 6 )(15.9)

Operating earnings before other income/(expenses) and tax126.5118.3

Other income/(expenses)

Movement in fair value of investment property1.5( 2 3 7.7 )660.4

Movement in fair value of financial instruments4.1(14.8)0.8

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

(Loss)/profit before tax(126.0)763.8

Ta x

Current tax on operating earnings8.1(15.4)(19.0)

Current tax on non-operating earnings8.1–4.4

Deferred tax8.16.0(0.6)

Total tax(9.4)(15.2)

(Loss)/profit after tax attributable to unitholders(135.4)74 8 .6

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

CentsNote2023202 2

Basic and diluted earnings per unit after tax3.1(9.65)53.57

Profit or loss

For the year ended 31 March 2023

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

54

$ millionNote20232022
Non-current assets

Investment property1.34 ,7 91. 24 ,7 73. 2

Other assets2.81.1

Derivative financial instruments4.242.930.4

Total non-current assets4,836.94,804.7

Current assets

Debtors and other assets610.45.5

Derivative financial instruments4.2–0.5

Cash6.63.6

Total current assets17. 09.6

Total assets4,853.94,814.3

Non-current liabilities

Borrowings2.21,159.19 17. 1

Lease liabilities2.562.66 2 .7

Derivative financial instruments4.210.12.5

Deferred tax liabilities8.230.036.0

Total non-current liabilities1,261.81,018.3

Current liabilities

Borrowings2.210 0.010 0.0

Creditors and other liabilities74 5.132.8

Lease liabilities2.53.33.3

Derivative financial instruments4.20.5–

Current tax payable2.52.5

Total current liabilities151.4138.6

Total liabilities1,413.21,156.9

Net assets3 , 4 4 0 .73 , 6 5 7. 4

Total equity3 , 4 4 0 .73 , 6 5 7. 4

Balance sheet

As at 31 March 2023

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

55

$ millionNote20232022
Cash flows from operating activities

Property income received212.4194.5

Property expenses paid( 4 0 .7 )( 3 7. 4 )

Interest income received0.30.3

Interest costs paid on borrowings(24.2)(15.6)

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

Administrative expenses paid(3.3)(3.1)

Manager’s base fee paid( 17. 6 )(15.8)

Manager’s performance fee paid( 1 5 .7 )(13.7)

Net GST paid(1.2)(1.0)

Tax paid(15.5)(14.1)

Net cash flows from operating activities1191.290.8

Cash flows from investing activities

Payments for the acquisition of investment properties(59.1)(245.4)

Proceeds from the sale of investment properties–4.6

Capital expenditure payments for investment properties( 1 6 7. 4 )(64.2)

Holding costs capitalised to investment properties(20.1)(8.8)

Net cash flows from investing activities(246.6)(313.8)

Cash flows from financing activities

Proceeds from borrowings1,114.0632.0

Repayments of borrowings(890.0)(346.0)

Proceeds from the issue of units1 5 .71 3 .7

Distributions paid to unitholders(81.3)( 76.1)

Net cash flows from financing activities158.4223.6

Net movement in cash3.00.6

Cash at the beginning of the year3.63.0

Cash at the end of the year6.63.6

Cash flows

For the year ended 31 March 2023

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

56

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 20211,391.21,616.41 3 .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

Loss after tax––(135.4)(135.4)

Distributions paid to unitholders5.80––(81.3)(81.3)

Issue of units

Manager’s performance fee – settled96.01 5 .7( 1 5 .7 )––

As at 31 March 20231,403.31,645.8–1,794.93 , 4 4 0 .7

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

Subsequent event

On 17 May 2023, a cash distribution of 1.475 cents per unit with 0.206422 cents per unit of imputation credits attached was declared. The record date for the distribution

is 25 May 2023 and payment will be made on 6 June 2023.

Changes in equity

For the year ended 31 March 2023

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

57

General information
For the year ended 31 March 2023

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 group 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 2022.

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

58

New accounting standards now adopted
There have been no new accounting standards that are applicable to these financial

statements.

New Zealand climate-related disclosure framework

The Financial Sector (Climate-related Disclosures and Other Matters) Amendment

Act 2021 (the Act) has established a climate-related disclosure framework for

New Zealand and makes climate-related disclosures mandatory for climate

reporting entities, which includes the Trust. The Act provides a mandate for the

External Reporting Board (XRB) to issue a climate-related disclosure framework.

In December 2022, the XRB published the final climate-related disclosure

(CRD) framework for New Zealand, which will be effective for the Trust’s financial

year commencing 1 April 2023. The new standards are termed the Aotearoa

New Zealand Climate Standards.

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

59

Financial Statements of

Goodman Property Trust

General information — continued

Notes to the financial statements
For the year ended 31 March 2023

1. Investment property

Property income is earned from investment property leased to customers.

1.1. Property income

$ million20232022

Gross lease receipts191.917 2 . 3

Service charge income2 7. 223.0

Straight line rental adjustments2.80.3

Amortisation of capitalised lease incentives(8.1)( 7. 8 )

Property income213.81 8 7. 8

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. Straight line rental adjustments are accounted for to achieve straight-line income recognition. Where lease

incentives are provided to customers, the cost of incentives is amortised 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 Group has contracted to receive in future years are set out below. These leases cannot be cancelled by the customer.

$ million20232022

Year 1201.2181.1

Year 2200.017 5 .1

Year 3181.4154.3

Year 4158.3134.2

Year 514 0.4113.3

Year 6 and later6 7 7. 4608.9

Total future contracted gross lease receipts1 ,5 5 8 .71,366.9

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

60

1. Investment property (continued)
1.3. Total investment property

This table details the total investment property value.

$ million20232022

Core

Highbrook Business Park, East Tāmaki2,226.32,283.3

Savill Link, Ōtāhuhu5 41.6566.4

M20 Business Park, Manukau428.24 60.6

The Gate Industry Park, Penrose395.441 3 .7

Westney Industry Park, Māngere2 1 1 .7210.4

Total core3,803.23,934.4

Value-add513.6556.2

Total stabilised investment property4,316.84,490.6

Investment property under development474 . 4282.6

Total investment property4 ,7 91 . 24 ,7 73 . 2

Included within stabilised properties is a gross-up equivalent to lease liabilities of $65.9 million (31 March 2022: $66.0 million).

Included within investment property under development is $87.1 million of land (31 March 2022: $81.8 million) and $387.3 million of developments (31 March 2022:

$200.8 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.

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

61

1. Investment property (continued)
1.3. Total investment property (continued)

Significant transactions

In May 2022, GMT completed the acquisition of a value-add property in Ōtāhuhu, Auckland for $49.4 million.

In December 2022, following the satisfaction of a subdivision condition, GMT completed the final part of the acquisition of land at Māngere, Auckland for $10.0 million.

During the year ended 31 March 2023, three developments were completed and were independently valued at a total of $99.3 million.

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, who are all members of the New Zealand Institute of Valuers.

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

changed 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 cash flows 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.

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.

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

62

1. Investment property (continued)
1.4. Valuation of investment property (continued)

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 inputDescription20232022

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.

5.2%4.2%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.

$ 17 7 p s m$144 psmIncreaseDecrease

Discount rateThe rate applied to future cash flows; it reflects transactional evidence from

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

7. 2 %6 .1%DecreaseIncrease

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

Used in the DCF method.

3.0% p. a .2 .7 % p . a .IncreaseDecrease

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

DCF method.

5.5%4.3%DecreaseIncrease

The market capitalisation rate is the main determinant of value in the valuation of investment property. The impact of a 0.5% increase in the market capitalisation rate from

5.2% to 5.7%, assuming all other valuation inputs remain unchanged, would be equivalent to a decrease of $378.7 million / 7.9% in the fair value of investment property.

Land is valued based on recent comparable transactions, resulting in land values ranging between $212 psm and $650 psm (2022: between $211 psm and $649 psm).

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

63

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.

$ millionNote20232022

Stabilised properties1.6(276.5)633.4

Investment property under development1.738.827.0

Total movement in fair value of investment property(237.7)660.4

1.6. Stabilised properties

$ million

Weighted

market

cap rate2023

Valuation

2022

Right of

use asset

Acquisitions

/ transfers in

Net

expenditure

Transfers

out

Fair value

movement

Valuation

2023Valuer

Net lettable

area sqmOccupancy

W A LT

years

Core

Highbrook Business Park,

East Tāmaki2,283.3–10 4.011.9–( 17 2 . 9 )2,226.3

Colliers,

JLL, Savills,4 8 0,6765 .1%99%5.8

Bayleys

Savill Link, Ōtāhuhu566.4––1.6–(26.4)541.6Colliers138,8265 .1%100%6.0

M20 Business Park, Manukau4 60.6––––(32.4)428.2Colliers121,6335.6%100%3.4

The Gate Industry Park, Penrose41 3 .7––2.5–(20.8)395.4JLL102,9995.3%100%4.8

Westney Industry Park, Māngere210.4––3.8–(2.5)211 .7Bayleys114,96 95.6%100%6.2

Total core3,934.4–104.019.8–(255.0)3,803.2959,103

Value-add556.2–50.18.0(79.2)(21.5)513.6Colliers,

JLL, Savills,

Bayleys,

CBRE

118,3705.5%98%3.9

Total stabilised properties4,490.6–154.12 7. 8(79.2)(276.5)4,316.81 , 0 7 7, 4 7 35.2%

99%5.3

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

64

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.

Tr a n s f e r s i nrepresent 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

Weighted

market

cap rate2022

Valuation

2021

Right of

use asset

Acquisitions

/ transfers in

Net

expenditure

Transfers

out

Fair value

movement

Valuation

2022Valuer

Net lettable

area sqmOccupancy

W A LT

years

Core

Highbrook Business Park,

East Tāmaki1 , 9 17. 0–17. 64.0–3 4 4 .72,283.3

CBRE,

Colliers, JLL4 69,68 44.0%100%5.8

Savills

Savill Link, Ōtāhuhu4 5 7. 0––2.1–1 0 7. 3566.4Bayleys138,2214.0%100%5.0

M20 Business Park, Manukau351.2–4 9.23.0–5 7. 2460.6Colliers121,4 0 04.4%100%4.4

The Gate Industry Park, Penrose284.0–61.3(0.2)–68.6413 .7JLL102,9994 .1%100%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 .7–562.13,934.4945,824

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)633.44,490.61,071,0044.2%99%5.2

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

65

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.

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

Carrying value

at start

Acquisitions /

Transfers in

Net

expenditure

Fair value

movement

Transfers

out

Carrying value

at end

31 March 2023282.689.31 6 7.738.8(104.0)474 . 4

31 March 202273.3188.260.927.0(66.8)282.6

Included within investment property under development is $87.1 million of land held at fair value (2022: $81.8 million), $82.8 million of commenced developments held at the

land transfer value plus subsequent capital expenditure (2022: $200.8 million) and $304.5 million of developments under construction recorded at fair value (2022: $nil).

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

66

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 (adjusted for

percentage of completion) in the same manner as stabilised properties.

Commenced developments held at the land transfer value plus subsequent capital expenditure are tested for impairment. An indication of impairment requires an

assessment of the recoverable amount of the commenced development, with the full value of any applicable impairment immediately recognised.

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

$ million20232022

Interest expense on borrowings(39.8)(21.5)

Interest expense on lease liabilities(3.3)(3.3)

Amortisation of borrowing costs( 4 .7 )(3.0)

Borrowing costs capitalised

1

18.07. 8

Total interest cost(29.8)(20.0)

Interest income0.30.3

Net interest cost(29.5)(1 9.7 )


1

Borrowing costs are capitalised at the weighted average cost of borrowing of 4.0% (2022: 3.2%). Borrowing costs of $4.1 million were capitalised to land (2022: $1.6 million).

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

67

2. Borrowings (continued)
2.1. Interest (continued)

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.

2.2. Borrowings

$ million20232022

Current

Retail bonds10 0.010 0.0

Total current borrowings100.0100.0

Non-current

Syndicated bank facilities–1 4 7. 0

Bilateral bank facilities321.0–

Green retail bonds150.0–

Retail bonds10 0.0200.0

Wholesale bonds4 00.04 00.0

US Private Placement notes1 9 1 .7173 . 0

Total non-current1,162.7920.0

Unamortised borrowings establishment costs(3.6)(2.9)

Total non-current borrowings1,159.19 17. 1

Total borrowings1,259.11 , 0 17. 1

As at 31 March 2023, GMT has undrawn bank facilities of $739.0 million from which it expects to repay the $100.0 million retail bond expiring in September 2023.

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.

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

68

2. Borrowings (continued)
2.2. Borrowings (continued)

Significant transactions

In April 2022, GMT issued $150 million of green retail bonds, with a 5 year term expiring in April 2027, paying a fixed interest rate of 4.740%.

In December 2022, the BNZ bank facility was amended to a green bank facility, increasing this to $150 million and extending the expiry to December 2024.

In December 2022, GMT increased its bank facilities with a $100 million facility expiring in December 2024 provided by the Commonwealth Bank of Australia and

a $150 million green facility expiring in December 2025 provided by Westpac New Zealand Limited.

In December 2022, the syndicated bank facility was amended to increase and extend the tranche maturities and alter the participation by bank with Australia and

New Zealand Bank and Industrial and Commercial Bank of China (New Zealand) Limited both entering the syndicate. The total facility has increased to $720 million,

comprising five bank facilities expiring in June 2023 ($60 million), June 2024 ($130 million), June 2025 ($205 million), June 2026 ($225 million) and June 2027

($100 million).

In March 2023, the syndicated bank facility was amended through the cancellation of the June 2023 ($60 million) tranche.

2.3. Composition of borrowings

Weighted

average

remaining

term (years)

$ million

2023Date issuedExpiryInterest rate

Drawn

amount

Undrawn

facility

Syndicated bank facilities–Jun 24 – Jun 272.5Floating–660.0

Green bank facility – Bank of New Zealand–Dec 241 .7Floating150.0–

Bank facility – Commonwealth Bank of Australia–Dec 241 .7Floating10 0.0–

Green bank facility – Westpac New Zealand Limited–Dec 252 .7Floating71.079.0

Retail bonds – GMB040May 17May 241.24.540%10 0.0–

Retail bonds – GMB050Mar 18Sep 230.44.000%10 0.0–

Green retail bonds – GMB060Apr 22Apr 274.04.740%150.0–

Wholesale bonds – 6 yearsDec 21Dec 274 .73.656%200.0–

Wholesale bonds – 8 yearsSep 20Sep 285.42.262%50.0–

Wholesale bonds – 10 yearsSep 20Sep 307. 42.559%150.0–

US Private Placement notesJun 15Jun 252.23.460%US$40.0–

US Private Placement notesJun 15Jun 274.23.560%US$40.0–

US Private Placement notesJun 15Jun 307. 23.710%US$40.0–

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

69

2. Borrowings (continued)
2.3. Composition of borrowings (continued)

Weighted

average

remaining

term (years)

$ million

2022Date issuedExpiryInterest rate

Drawn

amount

Undrawn

facility

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

Bank facility – Bank of New Zealand–Dec 220 .7Floating–10 0.0

Retail bonds – GMB030Jun 15Jun 220.25.000%10 0.0–

Retail bonds – GMB040May 17May 242.24.540%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 308.23.710%US$40.0–

As at 31 March 2023 $660.0 million of syndicated bank facilities was provided to the Trust by Bank of New Zealand ($125.0 million), Commonwealth Bank of Australia

($150.0 million), The Hongkong and Shanghai Banking Corporation Limited ($130.0 million), Westpac New Zealand Limited ($105.0 million), Australia and New Zealand

Bank ($75.0 million) and Industrial and Commercial Bank of China (New Zealand) Limited ($75.0 million). Additional bilateral facilities were provided to the Trust by Bank of

New Zealand ($150.0 million), Commonwealth Bank of Australia ($100.0 million) and Westpac New Zealand Limited ($150.0 million).

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 2023, GMT’s drawn borrowings had a weighted average remaining term of 3.6 years (2022: 4.6 years), with 74% being drawn from non-bank sources

(2022: 85%). Calculation of the weighted average remaining term assumes syndicated bank facilities utilise 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 Goodman Property 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.

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

70

2. Borrowings (continued)
2.5. Lease liabilities

$ million20232022

Opening balance66.065.5

Increase in liability as a result of ground rent reviews–0.5

Interest expense on lease liabilities3.33.3

Ground rent paid(3.6)(3.5)

Amortisation of incentives received0.20.2

Total lease liabilities65.966.0

Key judgement

The lease liabilities are for perpetually renewable ground leases at Westney Industry Park for $65.7 million (2022: $65.8 million) and The Gate Industry Park for

$0.2 million (2022: $0.2 million). The calculation of the lease liabilities assumes lease terms of between 62 and 65 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%.

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.

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

71

2. Borrowings (continued)
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.

$ million20232022

Total borrowings1,259.11 , 0 17. 1

US Private Placement notes – foreign exchange translation impact(31.0)(12.3)

Cash(6.6)(3.6)

Borrowings for LVR calculation1,221.51,001.2

Investment property4 ,7 91. 24 ,7 73. 2

Lease liabilities(65.9)(66.0)

Assets for LVR calculation4,725.34 ,7 0 7. 2

Loan to value ratio %25.9%21.3%

3. Earnings per unit and net tangible assets

3.1. Earnings per unit

Earnings per unit measures are calculated as (loss)/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.

$ million20232022

Operating earnings before other income/(expenses) and tax126.5118.3

Income tax on operating earnings(15.4)(19.0)

Operating earnings after tax111.199.3

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

72

3. Earnings per unit and net tangible assets (continued)
3.1. Earnings per unit (continued)

Weighted units

Million20232022

Weighted units1,4 03.31 , 3 9 7. 3

cents per unit20232022

Operating earnings per unit before tax9.018.47

Operating earnings per unit after tax7. 9 27. 1 1

Basic and diluted earnings per unit after tax(9.65)53.57

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

Million20232022

Issued units1,4 03.31 , 3 9 7. 3

Deferred units for Manager’s performance fee expected to be reinvested–6.0

Diluted units1,403.31,403.3

20232022

Net tangible assets ($ million)3 , 4 4 0 .73 , 6 5 7. 4

Net tangible assets per unit (cents)245.2260.6

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

73

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

$ million20232022

Interest rate derivatives(4.9)12.0

Cross currency interest rate derivatives relating to US Private Placement notes8.8(10.0)

Total movement in fair value of derivative financial instruments3.92.0

Foreign exchange rate movement on US Private Placement notes( 1 8 .7 )(1.2)

Total movement in fair value of financial instruments(14.8)0.8

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 2023 of between 5.23% for the

90-day BKBM and 4.30% for the 10-year swap rate (2022: 1.61% for the 90-day BKBM and 3.38% 10-year swap rate). There were no changes to these valuation

techniques during the year.

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

74

4. Derivative financial instruments (continued)
4.2. Derivative financial instruments

$ million20232022

Cross currency interest rate derivatives

Non-current assets18.810.0

Interest rate derivatives

Non-current assets24.120.4

Current assets–0.5

Non-current liabilities(10.1)(2.5)

Current liabilities(0.5)–

Net derivative financial instruments32.328.4

4.3. Additional derivative information

20232022

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)4.55.5

Interest rate derivatives

Notional contract value as fixed rate payer ($ million)560.0260.0

Interest rate range as fixed rate payer0.4% – 4.7%0.4% – 2.7%

Notional contract value as fixed rate receiver ($ million)

1

250.0250.0

Weighted average term to maturity of borrowings fixed, including retail and wholesale bonds (years)4.85.3

Percentage of borrowings fixed, including retail and wholesale bonds86%70%

1

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

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

75

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

$ million20232022

Valuation fees(0.8)(0.9)

Trustees fees(0.5)(0.5)

Auditor’s fees(0.4)(0.3)

Other costs( 1 .7 )(1.5)

Total administrative expenses(3.4)(3.2)

Auditor’s fees

$ million20232022

Audit and review of financial statements(0.4)(0.3)

Other assurance related services––

Total auditor’s fees(0.4)(0.3)

Other assurance

related services

Fees for other assurance related services of $18,700 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 (2022: $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).

Other servicesThere were no fees for other services (2022: $6,000 comprise materiality guidance for the green bond issuance).

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

76

6. Debtors and other assets
$ million20232022

Current

Debtors1.51.3

Prepayments1.30.9

Interest receivable5.12.9

Other assets2.50.4

Total debtors and other assets10.45.5

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

$ million20232022

Current

Creditors0.91.8

Interest payable12.47. 2

Related party payables2.85.4

Accrued capital expenditure21.512.1

Other liabilities7. 56.3

Total creditors and other liabilities45.132.8

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.

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

77

8. Ta x
8.1. Tax expense

$ million20232022

(Loss)/profit before tax(126.0)76 3.8

Tax at 28%35.3(213.9)

Depreciation of investment property10.19.6

Movement in fair value of investment property(66.5)184.9

Deductible net expenditure for investment property8.24.0

Derivative financial instruments(3.9)0.4

Performance fee–(4.4)

Prior period adjustments1.40.4

Current tax on operating earnings(15.4)(19.0)

Performance fee–4.4

Current tax on non-operating earnings–4.4

Current tax(15.4)(14.6)

Depreciation of investment property(10.1)(9.6)

Reduction of liability in respect of depreciation recovery income13.59.0

Deferred expenses(1.4)(0.5)

Derivative financial instruments4.00.5

Deferred tax6.0(0.6)

Total tax(9.4)(15.2)

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.

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

78

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

$ million20232022

Deferred tax liabilities

Investment properties – depreciation recoverable( 1 8 .7 )(22.1)

Investment properties – deferred expenses(11.3)(9.9)

Derivative financial instruments0.2(3.8)

Borrowings issue costs(0.2)(0.2)

Total deferred tax liabilities(30.0)(36.0)

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.

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

79

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 and unitholder in GMT

9.1. Transactions with related parties

Recorded Capitalised Outstanding

$ millionRelated party202320222023202220232022

Manager’s base feeGNZ(19.7)( 17. 0 )2.11.1(1.6)(1.6)

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

Property management fees

1

GPSNZ(4.0)(3.6)––(0.3)(0.3)

Leasing feesGPSNZ(3.2)(2.8)––(0.1)(0.2)

Acquisition and disposal feesGPSNZ(1.0)(2.4)1.02.4–(2.4)

Minor project feesGPSNZ(0.8)(0.6)0.80.6(0.2)–

Development management feesGPSNZ(3.1)(5.9)3.15.9(0.6)( 0 .7 )

Total fees(31.8)(48.0)7. 010.0(2.8)(20.9)

Reimbursement of expenses for services providedGPSNZ(2.0)(2.0)0.30.4–(0.2)

Gross lease receipts receivedGPSNZ0.20.2––––

Issue of units for Manager’s performance fee reinvestedGIH1 5 .71 3 .7––––

Distributions paidGIT(3.3)–––––

Distributions paidGIH( 17. 1 )(18.2)––––

1

Of the property management fees charged by GPSNZ, $3.2 million was paid by customers and was not a cost borne by GMT (2022: $2.9 million).

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

80

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 (2022: 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 2023, Goodman Group, GNZ’s ultimate parent, through its subsidiary Goodman Investment Holdings (NZ) Limited, held 278,063,312 units in GMT out of a total

1,403,254,516 units on issue (31 March 2022: 345,971,371 units in GMT out of a total 1,397,303,338 units).

At 31 March 2023, Goodman Group, GNZ’s ultimate parent, through Goodman Industrial Trust, held 75,357,377 units in GMT out of a total 1,403,254,516 units on issue

(31 March 2022: nil 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), 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, (the “Peer Group") with the index being compiled by a suitably qualified and

experienced person.

GMT will not earn a performance fee on any performance in excess of the target return plus 5% per annum with any performance over that cap carried forward indefinitely to future

periods (except in a period in which GNZ ceases to hold office, or GMT terminates). Similarly, any performance below the target return is carried forward indefinitely to future periods. No

performance fee is payable for any year where GMT's performance is less than 0%, however, any under or over performance in that year 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 2023, GMT’s return was less than 0% and therefore no performance fee is payable (2022: $15.7 million), however GMT outperformed the Peer Group and has

a $48.9 million carry forward to include in the calculation for future periods (2022: $9.0 million carry forward). Subject to no issued capital changes by GMT, the maximum

performance fee payable in the year to 31 March 2024 is $14.7 million.

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

81

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

Goodman Property Trust 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 party20232022

Development management fees for developments in progressGPSNZ16.410.6

Total related party capital commitments16.410.6

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

82

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.

$ million20232022

Completion of developments202.2215.8

Acquisitions–58.4

Total non-related party capital commitments202.22 74 . 2

10.2. Contingent liabilities

GMT has no material contingent liabilities (2022: none).

11. Reconciliation of (loss)/profit after tax to net cash flows from operating activities

$ million20232022

(Loss)/profit after tax(135.4)74 8 .6

Non-cash items:

Movement in fair value of investment property2 3 7.7(660.4)

Deferred lease incentives and leasing costs(0.5)0.8

Fixed rental income adjustments(2.8)(0.3)

Issue costs and subsequent amortisation for non-bank borrowings( 0 .7 )(0.2)

Movement in fair value of derivative financial instruments14.8(0.8)

Manager’s performance fee expected to be reinvested in units( 1 5 .7 )2.0

Deferred tax(6.0)0.6

Net cash flows from operating activities before changes in assets and liabilities91.490.3

Movements in working capital from:

Debtors and other assets(4.8)(1.0)

Creditors and other liabilities4.61.0

Current tax payable–0.5

Movements in working capital(0.2)0.5

Net cash flows from operating activities91.290.8

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

83

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 costInstruments 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

Profit or Loss

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

valuation 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.

$ million20232022

Impact to (loss)/profit after tax of a 1% increase in interest rates( 1 .7 )(3.0)

Impact to (loss)/profit after tax of a 1% decrease in interest rates1 .73.0

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

84

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

2023

Borrowings154.9395.31 5 7. 827.04 17. 4270.61,423.01 , 2 3 1 .7

Derivative financial instruments–––––––10.6

Lease liabilities3.53.53.21.91.00.914.065.9

Creditors and other liabilities4 5.1–––––4 5.14 5.1

Total203.5398.8161.028.9418.4271.51,482.11,353.3

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

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

85

Notes to the financials statements (continued)

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, green 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, green retail bonds, wholesale bonds and US Private Placement notes are as follows:

$ millionFair value hierarchy20232022

Retail bondsLevel 11 9 7. 1302.4

Green retail bondsLevel 114 3.4–

Wholesale bondsLevel 23 41 .7354.2

US Private Placement notesLevel 2U S $10 9.4U S $114.8

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

cash flows 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 circumstances that caused the transfer. During

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

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.

Financial Statements of

Goodman Property Trust

GOODMAN PROPERTY TRUST


ANNUAL REPORT 202ū

Notes to the financials statements (continued)

86

Independent auditor’s report
To the unitholders of Goodman Property Trust

Our opinion

In our opinion, the accompanying financial statements of the 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 2023, 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 Trust's financial statements comprise:

+ the balance sheet as at 31 March 2023;

+ 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 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.

PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand

T: +64 9 355 8000, www.pwc.co.nz

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

87

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.

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 of which $4.7 billion is held at fair value as

at 31 March 2023.

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. The existence of

significant estimation uncertainty coupled with the size and value of the investment

property portfolio, is why we have given special audit focus and attention to this area.

Valuations were carried out by independent registered valuers selected by the

Manager. 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-established and experienced in the market

in which the Group operates, 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, discount rates,

market rental, rental growth rates and terminal capitalisation 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.

Goodman (NZ) Limited (the Manager) verify all key inputs to the valuations, assess

property valuation movements against prior periods and hold discussions with the

directors of 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 have obtained sufficient

appropriate audit evidence to demonstrate 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 valuation inputs

+ 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 assessed the valuers’ qualifications, expertise and objectivity and found no

evidence to suggest that their objectivity in performing the valuations was compromised.

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.

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

88

Independent auditor’s report

To the unitholders of Goodman Property Trust (continued)

Our audit approach
Overview

MaterialityOverall Group materiality: $6,325,000 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 of the financial statements.

Following our assessment of the risk of material misstatement, a full scope audit was performed over the consolidated Group balances

Key audit mattersAs 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 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 Group's investments and the accounting processes and controls, and the industry in which the Group operates.

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

89

Independent auditor’s report

To the unitholders of Goodman Property Trust (continued)

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 has 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.GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

90

Independent auditor’s report

To the unitholders of Goodman Property Trust (continued)

+ 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.

+ 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'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 Lisa Crooke.

For and on behalf of:

Chartered Accountants Auckland

17 May 2023

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

91

Independent auditor’s report

To the unitholders of Goodman Property Trust (continued)

NZ Post under construction, Roma Road Estate, Mt Roskill.
GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

OUR ASSETSSUSTAINABILITY REPORTOTHER INFORMATION

92

FINANCIAL RESULTSYEAR IN REVIEW

FINANCIAL
STATEMENTS

For the year ended 31 March 2023

GMT Bond Issuer Limited

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

93

The Board of GMT Bond Issuer Limited, authorised these financial statements

for issue on 17 May 2023. For and on behalf of the Board:


Keith Smith Laurissa Cooney

Chair Chair, Audit Committee

CONTENTS

Profit or loss 94

Balance sheet 95

Cash flows 96

Changes in equity 97

General information 98

Notes to the financial statements

1. Borrowings 100

2. Advances to related parties 101

3. Administrative expenses 101

4. Commitments and

contingencies 101

5. Reconciliation of profit

after tax to net cash flows

from operating activities 102

6. Financial risk management 102

7. Equity 104

Independent auditor’s report 10 5

Profit or loss
For the year ended 31 March 2023


$ millionNote20232022

Interest income28.820.6

Interest cost(28.8)(20.6)

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.

Financial Statements of

GMT Bond Issuer Limited

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

94

Balance sheet
As at 31 March 2023


$ millionNote20232022

Non-current assets

Advances to related parties 2650.0 600.0

Current assets

Advances to related parties210 0.0 10 0.0

Interest receivable from related parties7. 5 5.6

Cash0.1 0.1

Total assets7 5 7. 6 70 5.7

Non-current liabilities

Borrowings1650.0 600.0

Current liabilities

Borrowings110 0.0 10 0.0

Interest payable7. 6 5 .7

Total liabilities7 5 7. 6 70 5.7

Net assets––

Equity

Contributed equity7––

Retained earnings ––

Total equity––

Financial Statements of

GMT Bond Issuer Limited

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

95

Cash flows
For the year ended 31 March 2023


$ millionNote20232022

Cash flows from operating activities

Interest income received26.9 18.5

Interest costs paid(26.9)(18.5)

Net cash flows from operating activities5––

Cash flows from investing activities

Repayment of related party advances10 0.0–

Related party advances made(150.0)(200.0)

Net cash flows from investing activities(50.0)(200.0)

Cash flows from financing activities

Proceeds received from issue of wholesale bonds–200.0

Proceeds received from issue of green retail bonds150.0–

Repayment of retail bonds(10 0.0) –

Net cash flows from financing activities50.0 200.0

Net movement in cash––

Cash at the beginning of the year0.10.1

Cash at the end of the year0.10.1

Financial Statements of

GMT Bond Issuer Limited

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

96

Changes in equity
For the year ended 31 March 2023

$ million

Contributed

equity

Retained

earningsTo t a l

As at 1 April 2021–––

Profit after tax–––

As at 31 March 2022–––

Profit after tax–––

As at 31 March 2023–––

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

Financial Statements of

GMT Bond Issuer Limited

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

97

General information
For the year ended 31 March 2023

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 and green 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.

Entity amalgamation

On 31 March 2023, GMT Wholesale Bond Issuer Limited, a wholly owned subsidiary

of Goodman Property Trust, was amalgamated into the Company. GMT Wholesale

Bond Issuer Limited was a non-trading, dormant entity with no assets or liabilities.

This amalgamation has no financial impact to the Company.

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 Statements of

GMT Bond Issuer Limited

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

98

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 costInstruments 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

Profit or Loss

Instruments recorded at fair value through Profit or Loss

have 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.

Financial Statements of

GMT Bond Issuer Limited

GMT BOND ISSUER LIMITED ANNUAL REPORT 202ū

99

General information — continued

Notes to the financial statements
For the year ended 31 March 2023

1. Borrowings

1.1. Composition of borrowings

Carried atDate issuedMaturityInterest rate

2023

$ million

2022

$ million

Retail bonds – GMB030Amortised costJun 15Jun 225.000%–10 0.0

Retail bonds – GMB040Amortised costMay 17May 244.540%10 0.010 0.0

Retail bonds – GMB050Amortised costMar 18Sep 234.000%10 0.010 0.0

Green retail bonds – GMB060Amortised costApr 22Apr 274.740%150.0–

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%200.0200.0

Total750.0700.0

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 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%.

Financial Statements of

GMT Bond Issuer Limited

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

10 0

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

2023

$ million

2022

$ million

Advance made to Goodman Property Trust in June 2015Amortised costJun 15Jun 225.000%–10 0.0

Advance made to Goodman Property Trust in May 2017Amortised costMay 17May 244.540%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 April 2022Amortised costApr 22Apr 274.740%150.0–

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%200.0200.0

Total750.0700.0

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 (2023: $17,000, 2022: $15,000), audit related services of reporting

to the Supervisor (2023: $3,300, 2022: $3,000) and fees for materiality guidance on the green bond issuance (2023: $nil, 2022: $6,000).

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.

Financial Statements of

GMT Bond Issuer Limited

GMT BOND ISSUER LIMITED ANNUAL REPORT 202ū

101

Notes to the financials statements (continued)

5. Reconciliation of profit after tax to net cash flows from operating activities
$ million20232022

Profit after tax––

Movements in working capital from:

Interest receivable from related parties(1.9)(2.1)

Interest payable1.92.1

Movements in working capital––

Net cash flows from operating activities––

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 the 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.


Financial Statements of

GMT Bond Issuer Limited

GMT BOND ISSUER LIMITED ANNUAL REPORT 202ū

102

Notes to the financials statements (continued)

6. Financial risk management (continued)
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.

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 assets and 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

2023

Cash0.1 – – – – – 0.1 0.1

Financial assets – Advances to related parties125.5120.219.419.4360.520 9.8854.8757.5

Financial liabilities – Borrowings(125.6)(120.2)(19.4)(19.4)(360.5)(20 9.8)(854.9)( 7 5 7. 6 )

Total––––––––

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––––––––

Financial Statements of

GMT Bond Issuer Limited

GMT BOND ISSUER LIMITED ANNUAL REPORT 202ū

103

Notes to the financials statements (continued)

6. Financial risk management (continued)
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.

6.6. Fair value of financial instruments

The fair value of financial instruments has been estimated as follows:

$ millionFair value hierarchy20232022

Related party receivablesLevel 2682.2656.6

Retail bondsLevel 1(197.1)(302.4)

Green retail bondsLevel 1(143.4)–

Wholesale bondsLevel 2( 3 41 .7 )(354.2)

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 cash flows 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, the green 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.

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

7. Equity

As at 31 March 2023, 100 ordinary shares had been issued for nil consideration (2022: 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 2023 are nil (2022: nil).

Financial Statements of

GMT Bond Issuer Limited

GMT BOND ISSUER LIMITED ANNUAL REPORT 202ū

10 4

Notes to the financials statements (continued)

PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000, www.pwc.co.nz

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

105

Independent auditor’s report

To the shareholder of GMT Bond Issuer Limited

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 2023, 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 2023;

+ 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.

GOODMAN PROPERTY TRUST

ANNUAL REPORT 2023

106

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.

Our audit approach

Overview

MaterialityOverall materiality: $288,000, 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 mattersAs 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.

Independent auditor’s report

To the shareholder of GMT Bond Issuer Limited (continued)

GOODMAN PROPERTY TRUST

ANNUAL REPORT 2023

107

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.

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.

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.

Independent auditor’s report

To the shareholder of GMT Bond Issuer Limited (continued)

GOODMAN PROPERTY TRUST

ANNUAL REPORT 2023

108

+ 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.

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 Lisa Crooke.

For and on behalf of:

Chartered Accountants Auckland

17 May 2023

Independent auditor’s report

To the shareholder of GMT Bond Issuer Limited (continued)

10 9

Highbrook Crossing, Highbrook Business Park.
GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

OUR ASSETSSUSTAINABILITY REPORTFINANCIAL RESULTS

110

OTHER INFORMATIONYEAR IN REVIEW

OTHER
INFORMATION

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, Green Bonds and

Wholesale Bonds. The Goodman+Bonds

and Green Bonds are debt securities

listed on the NZDX. All the bonds issued

by GMT Bond Issuer Limited 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.

GMT Bond Issuer Limited has no

activities other than those necessary or

incidental to the issuing of Bonds and

complying with its obligations at law.

Corporate governance

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

111

CONTENTS

Corporate governance 111

Board of Directors 121

Investor relations 12 2

Glossary 124

Business directory 125

Relationship with
Goodman Group

Goodman Group is the Trust’s largest

investor, owning approximately 25.2%

of Units on issue at 31 March 2023.

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 Bonds issued

by GMT Bond Issuer Limited.

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/about-

goodman/corporate-governance

which Directors and employees who wish

to trade in GMT Units or 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.

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

https://nz.goodman.com/about-goodman/

board-of-directors

Directors have an average tenure of

12 years at 31 March 2023. 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. The exception is Gregory

Goodman who has a standing appointment

in his role as Group CEO of Goodman

Group and Phil Pryke who as a Goodman

Group representative is appointed for

such term as Goodman Group considers

appropriate but never exceeding three

years.

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.

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 GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

OUR ASSETSSUSTAINABILITY REPORTFINANCIAL RESULTS

112

YEAR IN REVIEWOTHER INFORMATION

Corporate governance

between the various business segments
and compares this against the 2030

targets, included in the refreshed

Inclusion and Diversity policy.

Of the seven Directors that comprise the

Board, two identify as female, five identify

as male and the three officers all identify

as male. The composition is unchanged

from the 2022 financial year.

Of the executives, three identify as

female and six identify as male.

Of the 69 staff that make up the

business, 46.4% identify as female and

46.4% identify as male, 7.2% identified

as ‘other identity’ or chose not to answer.

Around 7% of our people identify as part

of the LGBTTQIA+ community.

On average, a Goodman team member

has been with the business for seven

years and is approximately 38 years

old. It’s a team that includes 11 different

ethnicities, with speakers of 11 different

languages.

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 James

Spence is the Chief Executive Officer

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 2023 financial year, all

Directors attended each Board meeting

they were entitled to attend. The 100%

attendance record was also maintained in

the 2022 financial year.

DIVERSITY AND INCLUSION

Gender

diversity

To t a l

persons

Survey ResultsRepresentation Targets

MaleFemaleFemale

202220232022202320232030

Board771.4%71.4%28.6%28.6%>40%>40%

Executive962.5%6 6 .7 %3 7. 5 %33.3%>40%>45%

Managerial126 6 .7 %50.0%33.3%41.7%>35%>45%

Note: The proportion of male and female team members, may not sum to 100% as individuals may identify as

‘other identity’ or choose not to answer.

BOARD COMPOSITION

The Board during the year included:

NameClassificationOriginal appointmentExpiry of current term

Keith SmithIndependent

Director

13 May 2004The date of the annual meeting

of unitholders in 2025

Laurissa CooneyIndependent

Director

4 November 2020The date of the annual meeting

of unitholders in 2024

David GibsonIndependent

Director

2 February 2021The date of the annual meeting

of unitholders in 2024

Leonie FreemanIndependent

Director

11 October 2011The date of the annual meeting

of unitholders in 2024

Gregory GoodmanNon-executive

Director

23 December 2003n/a

Phil PrykeNon-executive

Director

28 January 200428 February 2024

John DakinNon-executive

Director

1 July 201230 June 2024

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 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, which

are subsidiaries of Goodman Group.

An Inclusion and Diversity policy, specific

to NZ Directors and employees was

adopted in 2018 and has been refreshed

in 2023. 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.

Strategies to broaden representation

across the business have delivered

positive results, although with a stable

team it has been a graduated change.

The table above shows the gender split

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

113

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 https://nz.goodman.com/

about-goodman/executives 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 f ive 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 2023, 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 115.

Nomination Committee

GMT’s Trust Deed gives Unitholders

the right to nominate and appoint

Independent Directors.

The Board, rather than a committee,

manages the nomination and

appointment process of any new non-

Independent Director. The Goodman

Group Remuneration and Nomination

Charter applies to the extent relevant

and should the Board decide to add a

non-Independent 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.

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.

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

OUR ASSETSSUSTAINABILITY REPORTFINANCIAL RESULTS

114

YEAR IN REVIEWOTHER INFORMATION

Corporate governance

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

Manager's own-develop-manage business

model, its current investment strategy

and how its sustainability objectives are

integrated into the business.

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. Following an internal review

in FY23, the 14 existing factors were

amalgamated into 10.

These factors are categorised under the

three pillars of Goodman’s sustainability

framework (Sustainable Properties, People

and Culture, Corporate Performance)

and are the focus of GMT’s corporate

reporting. See the Sustainability Report,

starting on page 22 for more information.

Access to key governance

documents

The governance section of the website,

https://nz.goodman.com/about-

goodman/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 2023, 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 FY23 is provided in Note 9 of the

Financial Statements, page 80.

In the interests of transparency and

good governance the Manager has

disclosed the basis upon which

Goodman Group’s Remuneration

and Nomination Charter 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.

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

115

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.

DIRECTORS REMUNERATION

DirectorRole

2023

$

2022

$

Keith SmithChair, Independent Director165,000165,000

Laurissa CooneyIndependent Director,

Chair Audit Committee

120,000120,000

Leonie FreemanIndependent Director100,000100,000

David GibsonIndependent Director100,000100,000

Phil PrykeNon-executive Director100,000100,000

Greg GoodmanNon-executive Director––

John DakinNon-executive Director––

The Chair receives $165,000 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 John Dakin,

CEO until 31 December 2022)

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 and for both schemes

Goodman Group has the right to

“cash-out” any Performance Rights

which have met the required hurdles

for vesting

+with effect from the year ended

31 March 2022, John Dakin

(CEO until 31 December 2022)

participates in the Goodman Group

10-year LTIP which has a four-year

testing period for 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.

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

OUR ASSETSSUSTAINABILITY REPORTFINANCIAL RESULTS

116

YEAR IN REVIEWOTHER INFORMATION

Corporate governance

The remuneration of the CEO, including
the nature and amount of each major

element, is shown below, set out

separately for John Dakin who was CEO

until 31 December 2022 and James

Spence, CEO since 1 January 2023. The

disclosures below reflect only the period

employed as CEO and do not include

For the year ended 31 March 2023 the

ratio between the median of the base

salaries paid to full time employees

and the total base salary paid in respect

of the Chief Executive Officer role was

1 to 4.2.

Participation in long term

incentive schemes

During the year ended 31 March

2023 the NZ LTIP vested a total of

3,873,345 GMT units with a market

value of $8.2 million on the date of

vesting. Goodman elected to cash-

out 50% of each employee’s vesting

under the NZ LTIP scheme.

During the year ended 31 March

2023, the Goodman Group LTIP

vested a total of 468,710 GMG

securities to employees, with a

market value of NZ$10.0 million on

the date of vesting.

As at 31 March 2023, 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”).

CHIEF EXECUTIVE OFFICER’S SHORT-TERM REMUNERATION

Salary

$

Bonus

$

KiwiSaver

$

To t a l

$

31 March 2023

John Dakin (9 months)3 3 7, 5 0 0800,00034,1251,171,625

James Spence (3 months)100,000–3,000103,000

31 March 2022

John Dakin (full year)450,000700,00034,50 01,184,50 0

CHIEF EXECUTIVE OFFICER’S LONG-TERM REMUNERATION

2

Goodman 5-year LTIPN Z LT I PGoodman 10-year LTIP

Number of

Performance RightsGrantedVestingGrantedVestingGrantedVesting

31 March 2023

John Dakin (9 months)–115,333–908,338325,000–

James Spence (3 months)––––––

31 March 2022

John Dakin (full year)–130,000–915,76 6405,000–

1

Bonus paid in the year ended 31 March 2023 related to GPSNZ’s year ended 30 June 2022.

Bonus paid in the year ended 31 March 2022 related to GPSNZ’s year ended 30 June 2021.

2

All Long Term Incentive performance rights were granted or vested during the period between 1 April and

31 December each year. Consequently LTIP disclosure for the year to 31 March 2023 is in respect of John

Dakin who retired as CEO on 31 December 2022. James Spence has not received any LTIP grant during his

time to date as CEO which commenced on 1 January 2023.

1

remuneration relating to employment

whilst employed in any other roles.

All amounts are in New Zealand dollars.

More than 90% of John Dakin’s

remuneration received during the year

to 31 March 2023 for his period of

employment as CEO was performance

based and therefore at risk.

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.

GOODMAN PROPERTY TRUST


ANNUAL REPORT ā3ā1

GMT BOND ISSUER LIMITED ANNUAL REPORT ā3ā1

1 17

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

Auditor

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.

PricewaterhouseCoopers have been

auditor of the Trust since Goodman

became Manager in FY04. Lisa Crooke

has been lead audit partner since FY23.

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 meeting

+Investor briefings

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

28 June 2023.

Further details will be contained in the

Notice of Meeting, which is expected

to be distributed on or around 6 June

2023. This timing is less than the NZX

recommendation of being at least

28 days ahead of the meeting as there

are no resolutions to be voted on at this

year’s meeting.

When required, 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 2023.

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

OUR ASSETSSUSTAINABILITY REPORTFINANCIAL RESULTS

118

YEAR IN REVIEWOTHER INFORMATION

Corporate governance

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.

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.

Register of Directors’ holdings as at

the Balance Date (to 31 March 2023)

The table below shows all relevant

interests of Directors in Units and Bonds

under the FMCA, which include legal and

beneficial interests in Units.

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

119

Summary of recent
Trust Deed amendments

During the period from 1 April 2022 to

31 March 2023, 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 (ht tp s: //

www.companiesoffice.govt.nz/disclose).

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 year, 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

REGISTER OF DIRECTORS HOLDINGS

DirectorUnitsBonds

Keith Smith (Chair)

1

4 6 7,7 3 3Nil

Laurissa Cooney

2

52,427.93Nil

David Gibson

3

127,579.54Nil

Leonie Freeman

4

4 0 8 ,75 0Nil

Gregory GoodmanNilNil

Phil PrykeNilNil

John Dakin

5

4,50 0,879Nil

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

Laurissa has a beneficial interest in 52,427.93 GMT units through Craigs KiwiSaver Scheme on behalf of

the New Zealand Guardian Trust Company Ltd of which she is a beneficiary.

3

David Gibson has an interest in GMT units held in a custodial account by New Zealand Guardian Trust Ltd

as trustee for Craigs Investment Partners KiwiSaver Account.

4

Leonie holds a beneficial interest in 173,750 GMT units through the Wave Trust. She is a trustee of that trust.

Leonie has an interest in a further 235,000 units held in her own name.

5

John holds his units through the SGH Investment Trust of which he is a trustee and beneficiary.

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 year.

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 2023,

Directors disclosed interests or cessation

of interests (indicated by (C)), in the

following entities pursuant to section

140 of the Companies Act 1993.

David Gibson

Freightways Limited

Greg Goodman

GAIF Alexandria Pty Limited

Goodman US Finance Six, LLC

Goodman Wholesale Funds

Management Limited

Goodman US Finance Four, LLC (C)

Goodman US Finance One, LLC (C)

Goodman US Finance Two, LLC (C)

Riverside 3 Pty Limited (C)

Keith Smith

Mobile Health Group Limited

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

OUR ASSETSSUSTAINABILITY REPORTFINANCIAL RESULTS

120

OTHER INFORMATION

Corporate governance

YEAR IN REVIEW

Board of
Directors

6

John Dakin

Non-executive Director

1

Leonie Freeman

Independent Director

3

Gregory Goodman

Non-executive Director

5

Laurissa Cooney

Chair, Audit Committee

and Independent Director

4

Keith Smith

Chair and Independent Director

7

Phillip Pryke

Non-executive Director

2

David Gibson

Independent Director

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

121

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,

A u c k l a n d 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 28 April 2023

Rank Registered nameHolding balancePercentage

1Goodman Investment Holdings (NZ) Limited 278,063,312 19.82

2

HSBC Nominees (New Zealand) Limited 106,370,572 7. 5 8

3Accident Compensation Corporation 82,265,802 5.86

4Goodman Funds Management Limited 75,357,377 5.37

5

HSBC Nominees (New Zealand) Limited

A/C State Street

70,671,85 9 5.04

6FNZ Custodians Limited 6 2 ,16 5,73 7 4.43

7JPMorgan Chase Bank NA NZ Branch

– Segregated Clients Acct

54,625,828 3.89

8BNP Paribas Nominees (NZ) limited 52,345,352 3 .7 3

9Custodial Services Limited 4 7, 2 1 6 , 3 4 6 3.36

10

Citibank Nominees (New Zealand) Limited 42,268,661 3.01

11Tea Custodians Limited Client

Property Trust Account

3 7,7 2 0 , 2 2 8 2.69

12ANZ Wholesale Trans-Tasman Property

Securities Fund

3 0 ,515,75 5 2 .17

13

New Zealand Depository Nominee Limited 30,015,583 2.14

14Hobson Wealth Custodian Limited 22,091,384 1.57

15Forsyth Barr Custodians Limited 18,327,938 1.31

16HSBC Nominees A/C NZ Superannuation Fund

Nominees Limited

14,10 4,728 1.01

17JBWere (NZ) Nominees Limited 14,086,975 1.0 0

18Investment Custodial Services Limited 1 3 , 8 6 7, 0 2 6 0.99

19Generate KiwiSaver Public Trust Nominees Limited 13,553,901 0.97

20PT (Boster Investments) Nominees Limited 11,020,919 0 .7 9

Units held by top 20 Unitholders 1,076,655,283 76 .73

Balance of Units held 326,599,233 23.27

Total of issued Units 1,4 03,254,516 100.00

Investor relations

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

OUR ASSETSSUSTAINABILITY REPORTFINANCIAL RESULTS

122

YEAR IN REVIEWOTHER INFORMATION

UNITHOLDER DISTRIBUTION
As at 28 April 2023

Unitholding Range

Number of

Unitholders

Number

of Units

1 to 9,9993,13014,513,0 0 5

10,000 to 49,9993 ,74782,297,129

50,000 to 99,99950333,035,298

100,000 to 499,99934261,330,30 4

500,000 to 999,9992012,423,261

1,000,000 and above451,199,655,519

To t a l7,7 8 71,4 03,254,516

SUBSTANTIAL UNITHOLDERS

As at 31 March 2023

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 278,063,312

3

Goodman Funds Management Limited75,357,377

3

Accident Compensation Corporation 84,378,208

1

The numbers of Units listed above are as at 31 March 2023 according to disclosures made under

section 280(1)(b) of the Financial Markets Conduct Act 2013. 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 28 April 2023, rather than 31 March 2023.

2

The total number of Units on issue as at 31 March 2023 was 1,403,254,516.

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 2023 was 353,420,689 Units.

BONDHOLDER DISTRIBUTION

As at 28 April 2023

GMB040

Number of

Bondholders

Number

of Bonds

1 to 9,999 1491,000

10,000 to 49,999 1292,583,000

50,000 to 99,999 231,420,000

100,000 to 499,999 214,136,000

500,000 to 999,999 63,638,000

1,000,000 and above 1888,132,000

To t a l 211100,000,000

GMB050

Number of

Bondholders

Number

of Bonds

1 to 9,999 26139,000

10,000 to 49,999 1613,018,000

50,000 to 99,999 171,079,000

100,000 to 499,999 204,321,000

500,000 to 999,999 53,511,000

1,000,000 and above 1487,932,000

To t a l 243100,000,000

GMB060

Number of

Bondholders

Number

of Bonds

1 to 9,999 49270,000

10,000 to 49,999 2845,873,000

50,000 to 99,999 332,025,000

100,000 to 499,999 234,210,000

500,000 to 999,999 ––

1,000,000 and above 16137,622,000

To t a l 405150,000,000

GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

123

Glossary
GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

OUR ASSETSSUSTAINABILITY REPORTFINANCIAL RESULTS

124

YEAR IN REVIEWOTHER INFORMATION

$ and cents

New Zealand currency.

Balance date

31 March 2023.

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

Tr u s t .

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

This Annual Report has been prepared in

accordance with the Listing Rules dated 17 June

2022 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.

Executives or 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 17

June 2022.

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.

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.

Tr u s t e e

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
GOODMAN PROPERTY TRUST


ANNUAL REPORT 2023

GMT BOND ISSUER LIMITED ANNUAL REPORT 2023

125

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

Auckland 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 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

Auckland 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

PwC Tower

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

Auckland 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

Auckland 1140

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

Auckland 1140

Telephone: +64 9 302 0638

BOND TRUSTEE

Public Trust

Level 9

34 Shortland Street

PO Box 1598

Shortland Street

Auckland 1140

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

Non-executive Directors

John Dakin

Gregory Goodman

Phillip Pryke

Executives of Goodman (NZ) Limited

and GMT Bond Issuer Limited

Chief Executive Officer

James Spence

Chief Financial Officer

Andy Eakin

General Counsel and Company Secretary

Anton Shead

General Manager – Property Services

Evan Sanders

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

goodmanproperty.co.nz
Ngā mihi

This document is printed on FSC®-certified paper that

was made carbon neutral by offsetting the emissions

generated from its production and transport. FSC-

certified forests are managed with consideration

for people, wildlife and the environment. They are

independently audited to ensure they meet FSC’s

Principles and Criteria for Forest Management.

---

EVERY
STEP

COUNTS

GOODMAN PROPERTY TRUST

ANNUAL R E S U LT2023

CONTENTS
OVERVIEW

03

INVESTMENT PORTFOLIO

06

FINANCIAL RESULT

16

SUSTAINABILITY

27

SUMMARY & OUTLOOK

32

Unless otherwise indicated, all numerical data provided in this presentation

is stated as at 31 March 2023. All dollar values are NZD unless otherwise

stated. All figures are rounded. Non-GAAP financial measures may not be

consistent with their calculation by other similar entities.

CAPITAL MANAGEMENT

23

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023

PRESENTED BY:

James Spence Chief Executive Officer

Andy Eakin Chief Financial Officer

2

OVERVIEW
GOODMAN PROPERTY TRUST |ANNUAL RESULT2023

3

Building resilience
The desire to build supply chain resilience is driving customer demand for well-located urban logistics space

+Demographic changes, customer sustainability targets, and the unique requirements of e-commerce have all driven the increase in demand for well-located

and operationally efficient urban logistics property

+Customers are seeking to improve supply chain resilience by increasing productivity and value from their warehouse and logisticsfacilities and are now

requiring more sophisticated distribution networks

Goodman provides essential supply chain infrastructure in a highly constrained market

+The Auckland industrial market is at capacity, with almost zero vacancy for prime space, which, alongside growing barriers toentry for new supply, is driving

significant market rental growth

+Our portfolio is expected to continue to grow organically, primarily through redevelopment activity from within the existing portfolio, with a cautious approach

to any capital investment decision

GMT is well positioned with the physical and financial resilience for a more uncertain operating environment

+Having the ability to perform through more challenging market conditions has always guided our investment strategy

+GMT’s robust financial position, with low gearing, diverse sources of funding, and substantial liquidity, allows us to adapt to the environment and continue to

pursue the best opportunities

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | OVERVIEW

4

GOODMAN PROPERTY TRUST |ANNUAL RESULT 2023 | OVERVIEW
YEAR IN REVIEW

+Portfolio occupancy of 99.5% and WALT of 6.4 years

+212,486 sqm of stabilised leasing during the period produced rental reversion of 23%

+Potential rent reversion to market has increased to 25%

+Underlying like-for-like net property income growth of 5.3% for the year

+Four recently completed developments added 38,338 sqm to the portfolio

–two developments achieved NZ’s first industrial 6 Green Star Design ratings

+$461.6 million development work in progress is 95% leased

+$600 million of new funding secured, including $450 million green facilities

+Year end gearing of 25.9%, with committed gearing of 29.1%

+$739 million in available liquidity

+84% of debt hedged against volatility in the interest rate environment

+Operating earnings after tax of $111.1 million, an 11.9% increase from FY22

+Portfolio valued at $4.8 billion, after $237.7 million or 4.7% reduction in value in the period, which resulted in a loss after tax of $135.4 million

+Cash earnings of 7.10 cents per unit are a 6.6% increase from FY22

+Distributions of 5.90 cents per unit are a 7.3% increase from FY22 and reflect a payoutratio of 83.1% of cash earnings

Portfolio

Capital Management

FY23 Result

5

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023
INVESTMENT PORTFOLIO

6

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | INVESTMENT PORTFOLIO
TāwharauLane

Highbrook completions

NZ Blood ServiceStanley Black & Decker

6 star

Achieved Green Star Designrating

1

8,135 sqm

Net lettable area

6 star

Achieved Green Star Designrating

1

3,317 sqm

Net lettable area

5 star

Target Green Star Builtrating

9,185 sqm

Net lettable area

1

Design & As Built NZv1.0 Certified Design Review Rating

7

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | INVESTMENT PORTFOLIO
ROMA ROAD PROGRESS

Complete & Leased

1

17,700 sqm

Leased

18,230 sqm

Completing March 2024

Leased

2

4,430 sqm

Completing April 2024

4,305 sqm

Completing April 2024

Artist’s impression

1

Completed post FY23 balance date

2

Leased post FY23 balance date

8

1
Total stabilised warehouse and office area

2

Includes leased developments

$4.8bn

PROPERTY PORTFOLIO

1.1m sqm

NET LETTABLE AREA

1

99.5%

OCCUPANCY

6.4 years

W A LT

2

Property portfolio

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | INVESTMENT PORTFOLIO

GMT’s urban logistics

portfolio provides

essential supply chain

infrastructure, facilitating

the efficient storage and

distribution of goods and

materials.

9

1
Weighted average face warehouse rate of leases

completed in 2H23. 1H23 comparable rate $160 psm

2

Proportion of FY23 expiring income retained

(excluding leases on value-add sites)

212,486 sqm

LEASED IN FY23

$186 psm

CORE PORTFOLIO AVERAGE

WAREHOUSE RATE

1

1.8 months

AVERAGE LEASE UP PERIOD

5.5 years

AVERAGE NEW LEASE TERM

23%

RENTAL REVERSION

78%

CORE RETENTION

2

2 .7%

AVERAGE INCENTIVE

Stabilised portfolio leasing

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | INVESTMENT PORTFOLIO

10

11
0%

20%

40%

60%

80%

100%

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | INVESTMENT PORTFOLIO

Rent reversion

+Potential rent reversion to market has increased to 25%

1

, which equates

to under-renting of $48.4 million

+9% of portfolio income to expire in FY24

+Portfolio weighted term to market review or expiry of around 4 years

2

, with

approximately a quarter of these subject to a weighted cap of 9%

FY24 STABILISED PORTFOLIO REVIEW PROFILE

% of stabilisedportfolio income

1

Difference between valuer assessed market rents and current passing rents, divided by current passing rent

2

Weighted by current passing rent

51% Fixed review

Weighted average review 2.9%

14% CPI review

1.3 years since last review

12% No review

9% Pre-agreed rent

Weighted average reversion 22%

2% Capped market review

2% Market review

1% Greater of CPI or fixed

9% Expiry

10-YEAR LEASE EXPIRY PROFILE

% of stabilisedportfolioincome

0%

5%

10%

15%

20%

25%

FY24 FY25 FY26 FY27 FY28 FY29 FY30 FY31 FY32 FY32+

Value AddCore

12
GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | INVESTMENT PORTFOLIO

Customer base

+230+ customers across 163buildings, with 77% focused on

warehousing or distribution

+Top 10 customers account for 39% of portfolio income

1

Includes leased developments

INDUSTRY EXPOSURE

1

% of portfolio income

TOP 10 CUSTOMERS

1

total NLA (sqm) per customer, including subsidiary companies

0k25k50k75k100k125k150k

Supply Chain Solutions

Linfox

Cotton On Clothing

Fletcher Building

Coda

Officemax

Freightways

DHL

Mainfreight

New Zealand Post

Stabilised (sqm)Development (sqm)

%of

income

12%

8%

3%

3%

2%

2%

2%

2%

2%

2%

Third Party Logistics / Parcel

46%

Other

10%

Building products

warehousing

9%

Consumer goods

warehousing

15%

Manufacturing

11%

Commodities

warehousing

4%

Other

warehousing

3%

Retail

2%

13
Work in progress

$461.6m

TOTAL PROJECT COST

111,742sqm

NET LETTABLE AREA

5.0%

YIELD ON COST %

13.1years

W A LT

92%

BROWNFIELD REDEVELOPMENT PROJECTS %

1

8.1%

YIELD ON ADDITIONAL COST %

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | INVESTMENT PORTFOLIO

13

1

Total project cost

+Four developments have completed, providing
38,338 sqm of NLA

1

+Current development programme will provide a

further 111,742 sqm, with a total project cost of

$461.6 million and a yield on cost of 5.0%

+GMT continuously manages exposure to build-to-

lease development, which equates to 0.4% of the

total portfolio

+Early signs that construction pricing is beginning to

stabilise with capacity coming back into the market

Current

development

programme

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | INVESTMENT PORTFOLIO

Estate

Lettable

area (sqm)

Expected

completion dateLeased

Highbrook Business Park7, 8 6 5Jun-23100%

Favona Road Estate35,860Jun-23100%

Roma Road Estate26,965Apr-2481%

Rosedale Estate17,75 2Apr-24100%

Savill Link23,300Sep-24100%

Total work in progress111,74295%

WORK IN PROGRESS SUMMARY

Estate

Lettable

area (sqm)

Currently under construction111,742

Uncommitted build-to-lease4,305

GMT portfolio1,077,670

Exposure0.4%

LEASING EXPOSURE

1

Includes NZ Post Roma Road which completed post FY23 balance date

14

Regenerating Favona
Māngere brownfield site acquired in 2018 will deliver a 35,860 sqm facility for

Mainfreight, completing in FY24. 80%, or 2,500 tonnes, of deconstructed building

material was recycled.

+14% of GMT portfolio is classed as value-add (“brownfield”)

1

, and is:

–98% occupied, with a WALE of 3.9 years

–income producing, with a holding yield of 4.6%

+Future value to be realised through redevelopment of the value-add

portfolio over time, with approximately 50 ha of developable

brownfield land making up 73% of GMT’s total development

potential

+Focused on maintaining and growing cashflows from the existing

improvements, and introducing future development optionality to

leasing where possible

+Redevelopment opportunities will be assessed on a case by case

basis, with capital reserved for those which are forecast to produce

appropriate risk adjusted returns, suitable to the current

environment

Realising value

from within

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | INVESTMENT PORTFOLIO

15

VALUE-ADD PORTFOLIO 10-YEAR LEASE EXPIRY PROFILE

% of portfolioincome

1

GMT classify value-add sites as those with existing, older improvements acquired with the intention to redevelop into prime industrial. GMT’s value-add

portfolio comprises $513.6 million of standalone value-add estates and $176.0 million of value-add assets embedded within core estates.

0%

2%

4%

6%

8%

10%

FY24 FY25 FY26 FY27 FY28 FY29 FY30 FY31 FY32 FY32+

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023
FINANCIAL RESULT

16

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 note 3.1 of GMT’s Financial Statements.

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

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.

Financial highlights

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | FINANCIAL RESULT

$177.0m

NET PROPERTY INCOME

7.1 0 cpu

CASH EARNINGS

2

($135.4m)

LOSS AFTER TAX

245.2 cpu

NET TANGIBLE ASSET BACKING

5.90 cpu

DISTRIBUTIONS

$450m

NEW GREEN DEBT

25.9%

LOAN TO VALUE RATIO

3

$111.1m

OPERATING EARNINGS AFTER TAX

1

12.7% increase in rental revenue

11.9% increase on prior year

6.6% growth in underlying earnings

7.3% increase in cash distributions

17

118.1% reduction

157.1
1 7 7.0

+2.9

+6.9

+7. 2

+0.9

+2.6

-0.6

140

145

150

155

160

165

170

175

180

FY22RedevelopmentsDevelopmentsAcquisitionsUnderlying

portfolio

OtherStraight line rent

adjustments

FY23

Net property

income

+Net property income increased by

$19.9 million to $177.0 million, a

12.7% increase on FY22

+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 net property

income growth on the stabilised

portfolio of 5.3% for the period

1

1

Net rental income on underlying portfolio, adjusted to remove vacancy, incentives & leasing costs, straight line rent adjustments, operating expenses and fitout rent.

2

Other includes movements due to vacancy, incentives & leasing costs, additional income, operating expenses and fitout rent.

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | FINANCIAL RESULT

18

2

NET PROPERTY INCOME

$m

Operating
earnings

+Strong operating performance

reflected in 11.9% increase in operating

earnings after tax

+Net property income increased 12.7%,

while total expenses were 30.2% higher

than FY22, primarily driven by net

interest costs:

–Rising interest rates increased

WACD to 4.0% (FY22 3.2%)

–Investment into acquisitions and

developments increased average

debt balance by 44.9% to $1,116.8

million (FY22 $770.8 million)

+Tax deductions associated with new

leasing and redevelopments lowered

effective tax rate to 12.2% (FY22 16.1%)

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | FINANCIAL RESULT

99.3

111.1

+19.9

-9.8

-0.2

-1.7

+3.6

75

80

85

90

95

100

105

110

115

120

125

FY22Net property

income

Net interest costAdministrative

expenses

Manager’s base

fee

TaxFY23

19

OPERATING EARNINGS AFTER TAX

$m

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 note3.1 of GMT’s Financial Statements.

20
Cash earnings

+FY23 cash earnings of 7.10 cents per unit,

a 6.6% increase on FY22

+Distributions of 5.90 cents per unit were a 7.3%

increase from FY22 and represent 83.1% of cash

earnings, within distribution policy of 80-90% of

cash earnings

+$24.5 million of total capex spent on the

stabilised portfolio in FY23, of which $4.2 million

was maintenance capex

+Cash earnings growth expected to continue with

forecast cash earnings increase of around 4% for

FY24 to around 7.4 cents per unit

+Continued cash earnings growth to be reflected

in distributions to unitholders. FY24 distributions

are expected to grow 5% to 6.2 cents per unit

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | FINANCIAL RESULT

FY23FY22% change

Operating earnings before tax126.5118.3

6.9%

Income tax on operating earnings(15.4 )(19.0)

(18.9%)

Operating earnings after tax111.199.3

11.9%

Straight line rent adjustments(2.8)(0.3)

833.3%

Capitalised borrowing costs – land(4.1)(1.6)

156.3%

Capitalised management fees – land(0.4 )(0.2)

100.0%

Maintenance capex(4.2)(4.1)

2 .4%

Cash earnings99.69 3 .1

7.0 %

Cash earnings per unit7.1 0 cpu6.66 cpu

6.6%

Distributions per unit5.90 cpu5.50 cpu

7. 3 %

Distributions % cash earnings83.1%82 .6%

0.5%

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

CASH EARNINGS CALCULATION

$m

Portfolio
valuation

+$237.7 million, or 4.7%, reduction in

portfolio value to $4,791.2 million

(FY22 $4,773.2 million)

+19% growth in valuer assessed

market rents on the portfolio

significantly offset the increase in

cap rate to 5.2% (FY22 4.2%)

+Valuation gains of $38.8 million on

investment property under

development

+Net tangible asset backing reduced

15.4cents to 245.2 cents per unit

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | FINANCIAL RESULT

ValuationCap rateInitial yield

WALT

years

Occupancy

Net lettable

area sqm

Highbrook Business Park

2,226.35.1%4.3%5.899%

4 80,676

Savill Link

541.65.1%4.1%6.0100%

138,826

M20 Business Park

428.25.6%4.8%3.4100%

121,633

The Gate Industry Park

1

395.45.3%4.2%4.8100%

102,999

Westney Industry Park

1

211.75.6%10.9%6.2100%

114,969

Va l u e-add properties

513.65.5%4.6%3.998%

118,370

Total stabilised properties

4,316.85.2%4.6%5.399%1,077,473

Work in progress3 87. 3

Land87.1

Total investment portfolio4,791.2

1

Included within stabilised properties is a gross-up equivalent to lease liabilities of $65.9 million

VALUATION SUMMARY

$m

21

INVESTMENT PROPERTY
$m

Investment

portfolio

+Future development pipeline

enhanced:

–Acquisition of 4.0 hectare

Sleepyhead site in Otahuhu

settled in May 2022

–Completion of Waitomokia(Villa

Maria) acquisition with the final

tranche paid in December 2022

+Developments added $206.5 million

to the portfolio in FY23, with the

remaining $461.6 million

development programme still under

way

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | FINANCIAL RESULT

4,490.6

4,316.8

282.6

4 74 .4

+60.2

+1 67.7

+38.8

-276.5

+ 27. 8

3,000

3,500

4,000

4,500

5,000

5,500

31-Mar-22AcquisitionsNet expenditure

- investment

property under

development

Revaluation -

investment

property under

development

Revaluation -

stabilised

properties

Net expenditure

- stabilised

properties

31-Mar-23

Stabilised propertiesInvestment property under development

4,791.2

4,773.2

22

CAPITAL MANAGEMENT
23

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023

24
0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Y1Y2Y3Y4Y5

GOODMAN PROPERTY TRUST |ANNUAL RESULT 2023 | CAPITAL MANAGEMENT

Managing

interest rate

risk

+Additional hedging in place, now

around 84% hedged for the next 12

months; provides protection in a rising

interest rate environment

+Weighted average debt cost

increased to 4.0%

–expected to be around 4.6% for

FY24, reflecting the impact of the

high interest rate environment

+ICR decreased to 3.6x, remains well

above covenant minimum of 2.0x

+WACD and ICR benefitted from low

interest rate environment in recent

years; and ICR from low gearing

HEDGINGPROFILE

%

31-Mar-2331-Mar-22

12 month forward hedging level84%70%

Weighted average debt cost4.0%3.2%

ICR covenant (>2.0x)3.6x5.3x

BORROWING METRICS

25
100 100

230

205

225

100

150

150

56

52

52

150

200

50

150

FY24FY25FY26FY27FY28FY29FY30FY31

Retail bondsBank facilitiesGreen bank facilitiesUSPPGreen bondsWholesale bonds

GOODMAN PROPERTY TRUST |ANNUAL RESULT 2023 | CAPITAL MANAGEMENT

Managing

funding risk

+Liquidity and diversity of funding

extended through capital

management initiatives:

–inaugural $150 million,

five-year green bond issue at a

fixed rate of 4.74%

–extension of total bank

facilities from $670 million to

$1.1 billion, including $300 million

of green facilities

+$739 million of available liquidity as at

31 March 2023, with $218.6 million

reserved for the completion of

committed developments

MATURITY PROFILE

$m

31-Mar-2331-Mar-22

Non-bank funding ( % of drawn debt)74%85%

Available liquidity$739 million$523 million

Weighted average debt term (drawn)

1

3.6 years4.6 years

LVR covenant (<50%)

2

2 7.0 %22.3%

FUNDING METRICS

1

Weighted average debt term is calculated on drawn debt assuming

bank debt is drawn from the longest dated facility available.

2

LVR covenant calculation differs from reported LVR principally

through the exclusion of development spend prior to completion.

Loan to value ratio is a non-GAAP metric used to measure the
strength of GMT’s Balance Sheet. The calculation may not be

consistent with other similar entities.

25.9%

29.1%

+1.3%

+0.9%

+2 .4%

+3.2%

21.3%

0%

10%

20%

30%

40%

50%

31-Mar-22AcquisitionsDevelopments

including

revaluation

Stabilised

revaluation

31-Mar-23Committed

developments

31-Mar-23

Committed LVR

Gearing

+LVR of 25.9% with fully

committed LVR of 29.1%,

significantly below covenant

maximum of 50%

+Committed developments

complete over periods to FY25

+Preferred through cycle LVR

range remains at 20-30%,

comfortable with exceeding

30% as opportunities or market

conditions dictate

GOODMAN PROPERTY TRUST |ANNUAL RESULT 2023 | CAPITAL MANAGEMENT

LOAN TO VALUE RATIO

Covenant maximum

Preferred through cycle range

26

GOODMAN PROPERTY TRUST |ANNUAL RESULT 2023
SUSTAINABILITY

27

SUSTAINABILITY
TA R G E TS

Customers

EMISSIONS

DISCLOSURE

Regulators

RESPONSIBLE

INVESTING

Investors

Embedding

sustainability

+8 out of our top 10 customers have

publicly committed to carbon

reduction targets

+Sustainable logistics properties will

enable our customers to reduce their

emissions and make progress

towards achieving their targets

+Our investors are engaged on ESG

issues and are becoming increasingly

focused on reducing the carbon

within their investment portfolios

+A comprehensive assessment of

climate related risks is being

completed in preparation for GMT’s

first report under new climate

reporting standards

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | SUSTAINABILITY

Carbon reduction is at the core of achieving meaningful

sustainability outcomes for our stakeholders.

2828

CO

2

29
Sustainability highlights

A-

rating

CDP CLIMATE CHANGE SCORE

carbonzero

TOITŪ CERTIFIED OPERATIONS

1

38%reduction

GREENHOUSE GAS EMISSIONS

$450 million

SUSTAINABLE FINANCE FRAMEWORK

10,700 natives

BOOSTING BIODIVERSITY

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | SUSTAINABILITY

for 2022

since 2021

from FY20 base year

of greenretail bonds and green bank facilities

planted in urban ngahere

948 kWpinstalled

SOLAR ENERGY SYSTEMS

14 rooftops

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.

Sustainable
development

+Specifying lower carbon concrete

and undertaking life cycle

assessments for all developments.

Measuring and reducing our

embodied carbon

+FY23 developments have 12%less

embodied carbon compared to the

NZ standard reference buildings

1

+Green Star is driving high quality

spaces with emphasis on energy

efficiency, minimising potable water

use and lower carbon materials

+Continue to target a 5 Green Star

Built rating or above on 100% of our

development pipeline. 6 Green Star

Design ratings achieved on two

developments

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | SUSTAINABILITY

1

Beca defines a reference building as a typical building that would get built today

without considering any implications on carbon emissions, with the design being

driven mostly by cost, programme and typical design and construction methods.

96% diverted

DEMOLITION WASTE DIVERTED

demolition waste from landfill at the Bush Road

development site

90% diverted

CONSTRUCTION WASTE DIVERTED

construction waste from landfill at 6 Green Star

Design rated TāwharauLane

92%brownfield

DEVELOPMENT PIPELINE

repurposing industrial land in prime locations,

facilitating the minimisation of transport emissions

30

Measure
& reduce

+Over 50% of customers have

agreed to share utility (electricity,

gas, water) and waste datato

benchmark and monitor

performance

+Implementing electrical

submetering and monitoring across

our core portfolio, targeting

completion by 2026

+All core portfolio to feature LED

lighting by 2025, lowering power

usage and maintenance costs

+Accelerating HVAC renewals in 17%

of core portfolio to remove systems

containing R22 refrigerant with

more energy efficient systems

containing lower emission factor

refrigerant

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | SUSTAINABILITY

31

1

Includesdevelopment work in progress.

1.4 MWp

SOLAR ENERGY SYSTEMS

committed across 22 warehouse buildings

1

165,000 sqm

LED LIGHTING UPGRADE

of warehouse upgrades over FY24

SUMMARY & OUTLOOK
32

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023

Future focused
Navigating the challenging economic environment

+The near-term outlook is more uncertain with a variety of

downside risks likely to constrain economic activity

+While a slowing economy has created headwinds, we expect GMT

to continue to benefit from strong property market fundamentals

+High barriers to entry and elevated construction costs are likely to

result in limited new supply, resulting in the market remaining at

near capacity

Continued focus on growth in underlying cashflows

+GMT has delivered a robust operating performance over the last

12 months, with increasing rentals, sustained high levels of

occupancy and development completions producing significant

growth in cashflows

+The same business drivers are expected to support further strong

operating results in the year ahead

+Prudent capital management and low gearing will continue to

underpin our investment strategy and continued ability to produce

robust long-termreturns

GOODMAN PROPERTY TRUST |ANNUAL RESULT 2023 | SUMMARY & OUTLOOK

33

Guidance for FY24 is for afurther

4% increase in cash earnings to

around 7.4 cents per unit, with a 5%

increase in cash distributions to

around 6.2 cents per unit.

LOOKING FORWARD

QUESTIONS
34

GOODMAN PROPERTY TRUST |ANNUAL RESULT2023

THANK YOU
GOODMAN PROPERTY TRUST |ANNUAL RESULT 2023

35

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 thedate 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 RESULT2023
APPENDIX

36

Profit or loss
GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | APPENDIX

37

Balance sheet
GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | APPENDIX

38

Cash flows
GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | APPENDIX

39

Development programme
GOODMAN PROPERTY TRUST |ANNUAL RESULT2023 | APPENDIX

40

DevelopmentEstateLettable area (sqm)Completion dateLeased

Mainfreight

Favona Road Estate35,860Jun-23100%

North Point Warehouses

Highbrook Business Park7, 8 6 5Jun-23100%

Cotton On

Roma Road Estate18,230Mar-24100%

60 & 61 Roma Road

Roma Road Estate8,735Apr-2455%

NZ Post Rosedale

Rosedale Estate17,75 2Apr-24100%

Mainfreight Savill Link South

Savill Link23,300Sep-24100%

Total work in progress

111,74295%

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.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.

  • GEN — General Capital Limited: GEN announces very strong result for the year
    2023-05-28

    Results announcement Name of issuer Reporting Period Previous Reporting Period Currency Revenue from continuing operations Total Revenue Net profit/(loss) from continuing operations Total net profit/(loss) Amount per Quoted Equity Security Imputed amount per Quoted Equity S…”

  • BGP — Briscoe Group Limited: Full Year Results to 29 January 2023
    2023-03-14

    Results announcement Results for announcement to the market Name of issuer BRISCOE GROUP LIMITED Reporting Period Full Year (52 weeks) – 31 January 2022 to 29 January 2023 Previous Reporting Period Full Year (52 weeks) – 1 February 2021 to 30 January 2022 Currency…”

  • AIR — Air New Zealand: Air New Zealand 2023 Interim Results
    2023-02-22

    AIR NEW ZEALAND 2023 INTERIM RESULT Network and schedule focused on reliability and resilience Expect passenger capacity at 80% to 85% of pre-Covid levels for 2H 2023 Sector 1H 2023 2 Actual 2H 2023 2 Estimate FY2023 Estimate Domestic 94%95% to 100%95% to100% Tasman and Pacific…”