GMT Managed Investment Scheme Annual Report

GOODMAN PROPERTY TRUST
Managed
Investment Scheme
ANNUAL REPORT 2023

1Managed Investment Scheme Annual Report 2023
Welcome
Contents
Details of the Scheme 2
Description of the Scheme 2
Information on composition
of the Scheme 2
Changes relating to the Scheme 3
Financial condition and
performance of the Scheme 4
Fee s 5 –7
Scheme property 8
Changes to persons involved
in the Scheme 9
How to find further information 9
Contact details and complaints 10–11

2Managed Investment Scheme Annual Report 2023
Details of
the Scheme
The scheme is the Goodman Property Trust (“Scheme” or “GMT”) which is a managed
investment scheme for the purposes of the Financial Markets Conduct Act 2013 (“FMCA”).
The Manager of the Scheme is Goodman (NZ) Limited (“GNZ”) and the Supervisor is
Covenant Trustee Services Limited.
A Product Disclosure Statement has not been prepared for the Scheme as no regulated
offers of units have been made pursuant to the FMCA.
The Scheme’s latest financial statements and the auditor’s report for those statements
were lodged with the Registrar on 24 July 2023.
Units in the Scheme are listed on the NZX with the code of GMT.
Description of
the Scheme
The Scheme owns, develops and manages commercial property and business real estate
space located in New Zealand.
The Scheme is a unit trust established by a trust deed dated 23 April 1999 (“Trust Deed”),
under the Unit Trusts Act 1960.
Information on composition
of the Scheme
This Annual Report covers the accounting period from 1 April 2022 to 31 March 2023.
The number of managed investment products, being units in the Scheme, (“Units”) on issue
at the start of the accounting period was 1,397,303,338.
The number of Units on issue at the end of the accounting period was 1,403,254,516.

3Managed Investment Scheme Annual Report 2023
Changes relating
to the Scheme
Material changes to the nature of the Scheme, the Scheme property, or the management
of the Scheme over the accounting period are as follows:
Statement of Investment Policies and Objections (“SIPO”)
There have been no amendments to the SIPO during the period from 1 April 2022 to
31 March 2023.
Trust Deed
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 (https://www.companiesoffice.govt.nz/disclose).
Related party transactions
During the period from 1 April 2022 to 31 March 2023 there was no change to the nature and
scale of related party transactions.
There were no related party transactions entered into during the period from 1 April 2022 to
31 March 2023 that were not on arm’s-length terms.
Further details of the related party fees paid by GMT to GNZ and Goodman Property
Services (NZ) Limited (“GPSNZ”) can be found in the financial statements for GMT which
have been lodged with the Registrar.
During the period from 1 April 2022 to 31 March 2023 there were no material changes to:
(a) “terms of offer”; and
(b) “valuation and pricing methodologies” in relation to GMT.

4Managed Investment Scheme Annual Report 2023
Financial condition and
performance of the Scheme
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.
As at 31 March 2023 the Scheme had total current assets of $17.0 million, total
non-current assets of $4,836.9 million and total liabilities of $1,413.2 million (net assets
of $3,440.7 million).
Total comprehensive income for the 12 month period to 31 March 2023 was ($135.4) million,
and total distributions relating to the period to Unitholders were $81.3 million, representing
5.80 cents per Unit.
Total comprehensive income for the 12 month period to 31 March 2022 was $748.6 million,
and total distributions relating to the period to Unitholders were $76.1 million, representing
5.45 cents per Unit.
Total distributions of around 6.2 cents per Unit are expected to be paid for the 12 month
period to 31 March 2024.
You can find a copy of the Scheme’s financial statements, including information on
distributions made by the Scheme on the Disclose Register at www.companies.govt.nz/
disclose, scheme number SCH11225.
Further information on the financial result is provided in GMT’s Annual Report at:
www.goodmanreport.co.nz
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 certain items. The calculation is set out in GMT’s 2023 Annual Results Presentation.
4
NZGBC Design & As Built NZv1.0 Certified Design Review Rating.
HIGHLIGHTS INCLUDE:
Sustained customer demand
contributing to a 6.9% increase
in operating earnings
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
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
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 $461.6 million
of work in progress (total
project cost)
New capital management
initiatives including
$450 million of green
bonds and loans to support
sustainable development.

5Managed Investment Scheme Annual Report 2023
Fee s
The following fees and expenses were charged in respect of the Scheme in dollars and as
a percentage of the Scheme’s net assets for the 12 month period to 31 March 2023.
Fees and expenses description
Value
($ million)
% of Scheme’s
net assets
1
Valuation fees0.80.02
Trustee fees 0.50.01
Auditor’s fees 0.40.01
Other costs1.70.05
Fees/expenses charged by other persons3.40.10
Manager’s base fee19.70.57
Manager’s performance fee
2
––
Property management fees 4.00.12
Leasing fees 3.20.09
Acquisition and disposal fees1.00.03
Minor project fees0.80.02
Development management fees3.10.09
Fees charged by the Manager and its associated persons31.80.92
Total Fees and Expenses35.21.02
1
The net assets of the Scheme as at 31 March 2023 were $3,440.7 million.
2
Used to subscribe for new Units in accordance with the provisions of GMT’s Trust Deed.

6Managed Investment Scheme Annual Report 2023
Manager’s base fee
The Manager’s base fee is calculated as 0.50% per annum of the book value of GMT’s
assets (other than cash, debtors and development land) up to $500 million, plus 0.40%
per annum of the book value of GMT’s assets (other than cash, debtors and development
land) greater than $500 million.
Manager’s performance fee
The Manager is entitled to be paid a performance fee equal to 10% of GMT’s performance
above a target return (which is calculated annually on 31 March) and is capped at 5% of
annual out performance (except in a period in which GNZ ceases to hold office, or GMT
terminates). The target return is equal to the annual return of a gross accumulation index
created from NZX listed property entities having a principal focus on investment in real
property, excluding GMT (the “Peer Group”), with the index being compiled by a suitably
qualified and experienced person.
Any performance below the target return is carried forward indefinitely to future periods.
GMT will not earn a performance fee on any performance in excess of the target return
plus 5% per annum. Any performance over that cap will be carried forward indefinitely to
future periods (except in a period in which GNZ ceases to hold office, or GMT terminates).
No performance fee is payable for any year where GMT’s performance is less than 0%,
however, any under or over performance is carried forward indefinitely to future periods.
The Manager is required to use performance fee proceeds to reinvest in GMT units in
accordance with the terms of the Trust Deed. The issue price for these units is equal to
the higher of market price and the net asset value per Unit.
At 31 March 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).
Property management fees
Property management fees are paid to GPSNZ for day to day management of properties.
Leasing fees
Leasing fees are paid to GPSNZ for executing leasing transactions.
Acquisition and disposal fees
Acquisition and disposal fees are paid to GPSNZ for executing sale and purchase
agreements.
Minor project fees
Minor project fees are paid to GPSNZ for services provided to manage capital expenditure
projects for stabilised properties.
Fees (continued)

7Managed Investment Scheme Annual Report 2023
Development management fees
Development management fees are paid to GPSNZ for services provided to manage
capital expenditure projects for developments.
Reimbursement of expenses for services provided
Certain services are provided by GPSNZ in lieu of using external providers. Fees and
expenses can only be charged to GMT by the Manager and GPSNZ in accordance
with the terms of the service arrangements and/or the GMT Trust Deed.
Any change to the service arrangements and the GMT Trust Deed requires the approval
of the Supervisor (or in certain circumstances, Unitholders) and would be advised to
Unitholders via the NZX.
For more information in respect to the Fees, please refer to the Scheme’s financial
statements, on the Disclose Register at www.companies.govt.nz/disclose, scheme
number SCH11225.
A summary of the fees payable can be found in the corporate governance section of
the GMT website, www.goodman.com/nz.
Changes to fees and expenses
Fees and expenses charged by unrelated third parties for valuation, trustee, audit and
other services are charged at a market rate and subject to change as contracts are
renewed or changed.
The calculation of the Manager’s base fee and performance fee are set out on page 5.
This fee structure has been previously approved by Unitholders and can only be
amended with Unitholder approval.
Property services fees, including property management fees, leasing fees, acquisition
and disposal fees, minor project fees and development management fees are charged
in accordance with the terms of contracts agreed with the Manager’s Independent
Directors and approved by GMT’s external trustee and supervisor, Covenant Trustee
Services Limited. The tenor of these contracts varies depending on the services
provided but any new contract requires the approval of GMT’s external trustee and,
if the quantum of the fees payable under that contract exceed the threshold in the
NZX Listing Rules, the Unitholders of GMT.
In order to ensure that all fees are set at appropriate levels, the Independent Directors
of the Manager arrange for the fees to be reviewed biennially by an independent
third party.
Fees (continued)

8Managed Investment Scheme Annual Report 2023
Scheme property
The table below summarises the assets of the Scheme which is extracted from the balance
sheet as at 31 March 2022 and 31 March 2023:
$ million20232022
Non-current assets
Investment property4,791.2 4,773.2
Other assets2.81.1
Derivative financial instruments42.930.4
Total non-current assets4,836.94,804.7
Current assets
Debtors and other assets10.45.5
Derivative financial instruments–0.5
Cash6.63.6
Total current assets17.09.6
Total assets4,853.94,814.3

9Managed Investment Scheme Annual Report 2023
Changes to persons
involved in the Scheme
During the accounting period, John Dakin stepped down as Chief Executive
Officer of Goodman (NZ) Limited and was replaced by James Spence.
The effective date of the change was 1 January 2023.
There have been no other changes to persons involved in the Scheme during
the accounting period.
How to find further
information
Copies of documents relating to the Scheme, such as the Trust Deed, SIPO
and the annual financial statements are available on the Disclose Register at
www.companies.govt.nz/disclose, scheme number SCH11225.
You have the right, free of charge and during normal office hours, to inspect
that part of the Unit register that relates to your Units on giving 5 working days’
notice to the Manager.
You also have the right, free of charge, on giving 5 working days’ notice to the
Manager and during normal office hours, to inspect a copy of the Trust Deed,
SIPO and annual financial statements at the Manager’s registered office, which
is located at Level 2, 18 Viaduct Harbour Avenue, Auckland 1010.
Alternatively, you can obtain a copy free of charge by writing to us at
PO Box 90940, Auckland 1142.

10Managed Investment Scheme Annual Report 2023
Contact details
and complaints
Manager
Goodman (NZ) Limited
Level 2, 18 Viaduct Harbour Avenue, Auckland 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
Helpline
The Manager has a dedicated toll free number, 0800 000 656 (+64 9 375 6073
from outside New Zealand), which will connect Unitholders directly with the
investor relations team who will assist with any queries.
Trustee and Supervisor
Covenant Trustee Services Limited
Level 6, Crombie Lockwood Building, 191 Queen Street
PO Box 4243, Auckland 1140
Telephone: +64 9 302 0638
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
Complaints
Complaints may be made to the Manager or Supervisor.
As a financial service provider registered under the Financial Service Providers
(Registration and Dispute Resolution) Act 2008, the Manager is a member of
an approved dispute resolution scheme (registration number FSP36542).
Financial dispute resolution
Freepost 231075
PO Box 2272, Wellington 6140
Toll Free: 0508 337 337 (within New Zealand)
Telephone: +64 4 910 9952 (outside New Zealand)
Email: enquiries@fdr.org.nz
There will be no fee charged to any complainant in connection with an investigation.

---

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




24 July 2023

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

Dear Security Holder
Goodman Property Trust (“GMT” or “Trust”)
Financial Markets Conduct Act – Reporting Requirements
The 2023 Annual Report of Goodman Property Trust was released on 18 May 2023.
The report contained all the information that the Trust is required to provide to its
security holders under the NZX Listing Rules.
A small number of security holders elected to receive a printed copy of this report
while many more ch ose to view it online at www.goodmanreport.co.nz.
As a Managed Investment Scheme, under the Financial Markets Conduct Act, GMT
is required to produce a second annual report in a format consistent with that Act. An
electronic copy of this second report has been registered on Disclose and provided to
the NZX.
Security Holders have the right to receive, by mail and free of charge, a printed
report. If you wish to receive a copy of this 12-page document, please tick the box
below and return this letter in the re-sealable envelope it was mailed in.


I/we would like to receive a printed copy of the 2023 Managed
Investment Scheme Annual Report for Goodman Property Trust.

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




John Dakin
Chair

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Level 2, 18 Viaduct Harbour Avenue, Auckland | PO Box 90940, Victoria Street West, Auckland 1142
Tel +64 9 375 6060 | www.goodman.com/nz
nzx release+
GMT Managed Investment Scheme Annual Report
Date
24 July 2023
Release
Immediate

The 2023 Annual Report of Goodman Property Trust was released on 18 May 2023.
The report contained all the information that the Trust is required to provide to its
security holders under the NZX Listing Rules.
As a managed investment scheme, under the Financial Markets Conduct Act, Goodman
Property Trust is required to produce a second annual report in a format consistent with
that Act.
An electronic copy of this second report has been registered on Disclose and is
provided to the NZX as an attachment to this announcement.
For further information please contact:

James Spence Andy Eakin
Chief Executive Officer Chief Financial Officer
Goodman (NZ) Limited Goodman (NZ) Limited
(021) 538 934 (021) 305 316

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.