GMT positioned for growth with Internalisation Proposal

Goodman (NZ) Limited, Level 2, KPMG Centre, 18 Viaduct Harbour Avenue, Auckland, New Zealand 1010
PO Box 90940, Victoria Street West, Auckland 1142
Tel +64 9 375 6060 | info-nz@goodman.com | www.goodman.com/nz
nzx release+
GMT positioned for growth with Internalisation Proposal
Date 26 February 2024
Release Immediate
The Board of Goodman (NZ) Limited (“GNZ”) has entered into an agreement to
internalise the management of Goodman Property Trust (“GMT”)
to support its future
growth strategy ("Internalisation Proposal").
Conditional on Unitholder and other approvals, the change to the corporate structure would
bring to an end the existing external management arrangement with ASX-listed Goodman
Group and effectively transfer these functions to GMT.
James Spence, Chief Executive Officer of GNZ said, “Internalisation is expected to provide
growth opportunities for our business, and immediate and longer-term benefits to our
Unitholders. It reduces expenses, diversifies income, and enhances the ability to recycle
capital through the establishment of a complementary property funds management
business.”
Overview of the Internalisation Proposal and process
Led by Deputy Chair of GNZ, David Gibson, a sub-committee of the Independent Directors
was established to consider and negotiate the terms of the Internalisation Proposal with
Goodman Group. Through its subsidiaries, Goodman Group has been the manager of GMT
and a cornerstone investor since 2003.
Following the successful conclusion of this process, an agreement has been entered into to
effect the change, which will involve the assumption of management functions by Goodman
Property Services (NZ) Limited ("GPSNZ").
GMT’s property investment strategy of owning high quality Auckland logistics property
remains unchanged and there is continuity of business operations. This includes retention of
James Spence, CEO and the wider executive team in their current roles. The directors of
GNZ will also become directors of GPSNZ, with the new manager entity to be effectively
controlled by Unitholders.
Key terms of the Internalisation Proposal include:
+Goodman Group will be paid $272.4 million to relinquish its management rights, for
the shares in GPSNZ and for the associated co-operation arrangements a
nd
se
rvices. Net of tax, the $199.3 million consideration represents a 9.1x multiple of t
he
$22.
0 million normalised FY24 savings GMT expects to realise, which is consistent
with precedent transactions.
+An additional $17.6 million will also be paid to Goodman Group to settle GMT’s
performance fee obligations, to acquire its interest in co-owned (with GMT
)
i
nvestment properties and for the net tangible assets of GPSNZ.
+Goodman Group will use the total consideration of $290 million to subscribe for new
units in GMT at $2.14 per unit ( being the 5-day VWAP to 20-Feb-24), increasing its
cornerstone investment in GMT to 31.8%.

Independent Appraisal Report
Deloitte, the Independent Appraiser, assessed the $272.4 million consideration as being
within their fair market valuation range of $268 million to $315 million and therefore concluded
that the Internalisation Proposal was fair to non-associated Unitholders. They also concluded
that the issue of new units to Goodman Group was fair to non-associated Unitholders. Their
full report is attached to the Notice of Meeting released today.
David Gibson said, “Internalisation is a positive initiative that positions GMT for the next
phase of its business growth. With the many benefits it provides and within Deloitte’s fair
value range, the initiative presents a great opportunity for our Unitholders.”
Internalisation is expected to deliver 2.8% accretion to FY24 pro forma adjusted funds from
operations.
1
It is also expected to provide greater alignment of interests with the board and
executives of GPSNZ being remunerated directly by GMT.
Internalised management to establish property funds management business
Subject to internalisation proceeding, GPSNZ will seek to establish a funds management
platform anchored by a new Auckland logistics property fund. Initially investing up to $100
million
2
itself, and with a commitment of up to $200 million
2
from Goodman Group, GMT will
leverage Goodman Group’s global investor relationships to secure further third-party capital.
John Dakin, Chair of GNZ said, "GMT's substantial Auckland industrial portfolio, urban
logistics focus, development pipeline, sector expertise, balance sheet flexibility and scalable
platform have supported its successful investment track record."
"We believe internalisation will enable GMT to reach its full potential and create further value
for all our stakeholders."
With the flexibility to acquire assets on-market and directly from GMT’s existing portfolio,
GPSNZ’s funds management platform has a target of scaling to ~$2 billion within three-to-
five-years.
James Spence said, "The establishment of a funds management business and introduction of
new capital partners complements GMT’s current investment strategy. The positive income
contribution from management fee revenue and an enhanced ability to recycle capital is
expected to support annualised earnings growth of between 5% and 7% within the next three-
to-five years.”
Benefits of Goodman relationship to continue
Chief Executive Officer of Goodman Group, Greg Goodman said, “This transaction is all
about growth and capturing the opportunity available in the New Zealand market. Additionally,
access to alternative funding sources will allow GMT to finance this growth in a way that will
generate significant value for GMT Unitholders.”
James Spence said, “Internalisation presents an exciting opportunity for GMT. Retaining all
the benefits of the Goodman brand, we've got the team, property portfolio, customer
relationships and market expertise to scale up our business and deliver an investment
strategy focused on sustainable value creation.”
1
Assuming the issuance of Units to Goodman Group at an issue price of $2.14 per Unit, treating the benefit of current and future
tax deductions associated with internalisation as if they had repaid debt. Accretion to adjusted funds from operations (“AFFO”), a
metric which captures the benefit of leasing fees no longer being payable to a third party and which are not reflected in cash
earnings
2
S ubject to settlement of the Internalisation and final approval of its terms.

Investor presentation and FY25 guidance
A presentation providing further details of t he Internalisation Proposal has been provided to
the NZX. There will be an online presentation to investors, analysts and media at 9:15 am,
today. The link to the webcast is: https://ccmediaframe.com/?id=Dw4yg7Uo

Underlying cash earnings guidance for FY24 is reaffirmed at around 7.4 cents per unit, with
full year cash distributions of 6.2 cents per unit expected to be paid.
James Spence said, “FY25 guidance for an internalised GMT is also provided, with cash
earnings forecast to be around 7.5 cents per unit. The guidance represents a 5% increase
on restated FY24 cash earnings.”
3

FY25 cash distributions of 6.5 cents per unit a re forecast, a 5% increase on FY24 and
representing around 87% of cash earnings.
Notice of Meeting
Given the related party nature of the Internalisation Proposal, Unitholder approval is being
sought and a Special Meeting will be held at 10am on Tuesday 26 March 2024 at the Park
Hyatt Hotel, 99 Halsey Street, Auckland 1010.
There are three resolutions detailed in the Notice of Meeting and all resolutions
must be
approved for the Internalisation Proposal to proceed.
Deputy Chair and Independent Director of GNZ, David Gibson said, “The Independent
Directors unanimously recommend that Unitholders vote in favour of all three resolutions.”
The Notice of Meeting, which explains the resolutions in more detail, together with the Voting
and Proxy Form are being distributed to Unitholders from today.
Investors are encouraged to read the Notice of Meeting carefully, including the Independent
Appraisal Report. If they have any queries or questions on the resolutions or other
information contained in the Notice of Meeting, they should contact their financial, taxation or
legal adviser. They can also call the investor advisory line on 0800 292 983 or +61 3 9415
4264 from outside New Zealand.
For
further information, please contact:
John Dakin David Gibson
Chair Deputy Chair and Independent Director
Goodman (NZ) Limited Goodman (NZ) Limited
(021) 321 541(021)276 9440
Jam
es Spence
Chief Executive Officer
Goodman (NZ) Limited
(021) 538 934
Attachments provided to NZX:
1. Covering Letter to Unitholders
2.Goodman Property Trust Notice of Special Meeting
3.Voting and Proxy Form
4.Presentation on the Internalisation Proposal
3
FY24 cash earnings restated, from 7.4 cents per unit to 7.1 cents per unit, to adjust for the expected removal of tax deductions
for building depreciation from the beginning FY25

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 an expected value of $4.5 billion at 31 March 2024. The Trust also holds an investment grade
credit rating of BBB from S&P Global Ratings.

The Manager of GMT is Goodman (NZ) Limited, a subsidiary of the ASX listed Goodman Group. Goodman Group is a global
industrial property and digital infrastructure specialist group with operations in key consumer markets across Australia, New
Zealand, Asia, Europe, the United Kingdom, and the Americas.

Disclaimer
The information contained in this announcement ("Announcement") is intended to provide general information only and does not
take into account your individual objectives, financial situation or needs. It is not intended as investment or financial advice and
must not be relied upon as such. Some of the information in this Announcement is based on unaudited financial data which may
be subject to change. You should consider talking to your financial, taxation or legal adviser before making any decision in
relation to the matters contained in this Announcement. This Announcement is not an offer or invitation for subscription or
purchase of securities or other financial products.

All reasonable care has been taken in relation to the preparation and collation of the Announcement. None of GMT, the
Manager, any of their respective officers, employees, agents or associates, or any other person accepts responsibility for any
loss or damage howsoever occurring resulting from the use of or reliance on the Announcement by any person.

Caution regarding forward-looking statements
This Announcement contains certain forward looking statements, which are subject to risks (both known and unknown),
uncertainties, assumptions and other important factors that could cause the actual conduct, results, performance or
achievements of GMT to be materially different from the outcomes reasonably expected by GMT at the time of this
Announcement. Deviations as to future conduct, market conditions, results, performance and achievements are normal and are
to be expected.

Forward looking statements generally may be identified by the use of forward looking words such as 'aim', 'anticipate', 'believe',
'estimate', 'expect', 'forecast', 'foresee', 'future', 'intend', 'likely', 'may', 'outlook', 'planned', 'potential', 'projection', 'should', or other
similar words.

None of GMT, the Manager, or any of their respective officers, employees, agents or associates gives any representation,
assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this
Announcement will actually occur. You are cautioned against relying on any such forward looking statements. Forward looking
statements may refer to any information relating to the future, including (but not limited to) opinions, forecasts, estimates,
projections, business plans or strategies, budget information or other future or prospective information.

---

1
FRAMEWORK
FOR THE
FUTURE
Internalisation Proposal
GOODMAN PROPERTY TRUST | 26 FEBRUARY 2024
PRESENTED BY
John Dakin Chair and Non-executive Director
David Gibson Independent Director and Deputy Chair
James Spence Chief Executive Officer

2
DISCLAIMER
Goodman (NZ) Limited is the manager ("Manager") of Goodman Property Trust ("GMT"). The information contained in this presentation ("Presentation") is intended to provide general
information only and does not take into accountyour individual objectives, financial situation or needs. It is not intended as investment or financial advice and must not be relied upon
as such. Some of the information in this Presentation is based on unaudited financial data which may be subject to change. You should consider talking to your financial, taxation or
legal adviser before making any decision in relation to the matters contained in this Presentation. This Presentation is notanoffer or invitation for subscription or purchase of securities
or other financial products.
All reasonable care has been taken in relation to the preparation and collation of the Presentation. None of GMT, the Manager, Covenant Trustee Services Limited ("Trustee"), any of
their respective officers, employees, agents or associates, or any other person accepts responsibility for any loss or damagehowsoever occurring resulting from the use of or reliance
on the Presentation by any person. Past performance is not indicative of future performance and no guarantee of future returns is implied or given.
Caution regarding forward-looking statements
This Presentation includes forward-looking statements regarding future events and the future financial performance of GMT. Forward looking statements, by their nature, involve
inherent risks and uncertainties. Any forward-looking statements included in this Presentation involve subjective judgement and analysis and are subject to significant uncertainties,
risks and contingencies, many of which are outside the control of, and are unknown to, GMT, the Manager, the Trustee, and their respective officers, employees, agents or associates.
Actual results, performance or achievements may vary materially from any forward-looking statements and the assumptions on whichthose statements are based including, without
limitation, in particular because of risks associated with the New Zealand economy which could affect the future performance of GMT’s property portfolio, its ability to obtain funding
on acceptable terms, the risks inherent in property ownership and leasing, and GMT's business generally. Given these uncertainties, you are cautioned that this Presentation should not
be relied upon as a recommendation or forecast by any of GMT, the Manager, the Trustee, or any of their respective officers, employees, agents or associates. None of GMT, the
Manager, the Trustee, or any of their respective officers, employees, agents or associates undertakes any obligation to revise the forward-looking statements included in this
Presentation to reflect any future events or circumstances.
Copyright and confidentiality
The copyright of this Presentation and the information contained in it is vested in the Manager. This Presentation is solely forthe use of the party to whom it is provided and should not
be copied, reproduced or redistributed without prior consent.

3
OVERVIEW
Internalisation
+Internalisation is expected to provide both immediate and longer-term benefits to
Unitholders, reducing expenses and introducing the ability to capture fee revenue
while recycling capital through the establishment of a funds management business
+GMG will be paid $272.4 million
1
to relinquish its management rights
−net cost to GMT of $199.3 million
2
implies a 9.1x multiple of normalised FY24
savings of $22.0 million
−the payment is within the Independent Appraiser’s fair market valuation range of
$268 million to $315 million
+GMG will continue as a highly supportive business partner, using the consideration it
will receive to subscribe for new units in GMT at $2.14 per unit
3
+GMT’s property investment strategy will remain unchanged and existing employment
arrangements maintained, includingretention of key staff in their current roles
+The Internalisation Proposal requires Unitholder approval
+The Independent Directors unanimously recommend that Unitholders vote in
favour of the three resolutions required to effect the internalisation
Goodman (NZ) Limited has entered into a conditional agreement with Goodman Group (GMG) to internalise the management of GMT,
effectively consolidating property ownership and management
1An additional $17.6 million will also be paid to settle GMT’s performance fee obligations and to acquire Goodman Group’s interest in co-owned investment properties and the value of the net tangible assets of GPSNZ. The total consideration of $290 million is being used to subscribe for new
units in GMT at $2.14 per unit, GMT’s 5-day VWAP ending on 20 February 2024. All amounts described in this presentation are excluding GST (if any).
2$272.4 million less $73.1 million tax deduction
35-day VWAP ending on 20 February 2024
4Subject to settlement of the Internalisation and final approval of its terms
Funds Management
+Internalisation provides the ability to introduce capital partners and earn
management fee income. This will support greater revenue growth and diversification
opportunities, and increased flexibility to grow and enhance the portfolio
+Subject to the internalisation proceeding, a funds management platform will be
established, targeting ~$2 billion of funds AUM within a 3-5 year timeframe
+The platform will be established through an initial fund to invest in the Auckland
industrial market:
−GMT and GMG have initially committed to invest up to $100 million and $200
million respectively
4
. Existing GMG relationships will be leveraged to secure further
third party capital
−the fund will focus on both new opportunities in the market and will have the
flexibility to acquire assets from GMT
+The establishment of a funds management platform provides support for
expected cash earnings growth of 5-7% per annum over the next 3-5 years

4
EXPECTED BENEFITS OF INTERNALISATION
Growth and
diversification of
earnings
+Opportunity for faster earnings growth and income diversification compared to a traditional REIT through the creation of a fundsmanagement
platform and associated management fee revenue from managing third party capital
+Enhances returns by eliminating fees currently paid to GMG, including fees forecast to be generated from GMT’s significant development
pipeline
Scalable platform
with improved
funding flexibility
+Access to third party capital will support GMT’s sustainable growth, creating a highly scalable platform, maintaining gearing within an optimal
range and providing GMT the ability to finance its growth objectives without increasing the financial risk of the business
+Funding flexibility to take advantage of compelling investment and development opportunities that complement GMT’s existing portfolio
Enhanced corporate
governance
framework
+Enhanced governance framework as directors and executives will be solely and directly responsible to Unitholders
+Alldirectors of the new Manager will be appointed by Unitholders
Alignment of
management
interests
+Effectively consolidates property ownership and management
+Continuity of operations with the management team being retained and a continued focus on performance-based remuneration that isfully
aligned with the interests of Unitholders
Globally recognised
brand and access to
expertise
+Strong alignment of interest with Goodman holding 31.8% of GMT post internalisation
+Transaction terms provide for ongoing use by GMT of the Goodman brand, a global platform with A$79 billion of AUM
+Continued Goodman association will provide additional access to and credibility with potential capital partners

5
With an attractive investment proposition for global capital partners, an internalised
GMT is in a strong position to grow a funds management platform of scale
5
FUNDS MANAGEMENT
BUSINESS MODEL
FOCUSED BUSINESS STRATEGY
+Continued investment focus on Auckland industrial
property; a sector well-positioned to continue
outperforming other real estate asset classes
+Actively managed, high quality warehouse and logistics
portfolio, with an emphasis on customer relationships
+Future development pipeline offers potentially higher
investment return opportunities for capital partners and
additional management fee revenue to GMT
+The potential for data centre development is expected to
drive further growth and attract additional capital partners
DEMONSTRATED SECTOR EXPERTISE
+Track record of developing and managing best in class
industrial real estate in New Zealand
+Post-internalisation continuity with Goodman brand,
high quality directors and management team being
retained
+Ongoing access to GMG’s systems, expertise and
global connections
+The success of GMT’s previous joint ventures
demonstrate ability to unlock opportunities in the local
market
FUNDING FLEXIBILITY TO DELIVER GROWTH
+Relatively low gearing and prudent capital management
provide a strong foundation for execution of a funds
management strategy
+The ability for funds to acquire existing portfolio assets
will ensure GMT can grow sustainably and participate in
new opportunities
+Liquidity commitments from capital partners will enable
the funds to grow over time
+Full alignment, with GMT maintaining a significant
cornerstone investment in any managed funds

6
Establishing a fund
1
to invest in industrial
opportunities in the Auckland market will
underpin the new funds management platform
+The fund will be established with initial cash commitments from
GMT for up to $100 million and GMG for up to $200 million
+Existing GMG relationships will be leveraged to secure third party
capital commitments, initially targeting those already invested in
New Zealand
+GMT will be a significant cornerstone investor and will continue to
manage its existing portfolio and build out its development pipeline
+Fees will be earned through managing the fund, with a fee structure
that features fixed and performance components, reflecting market
rates and standard practices in GMG’s global funds
+The fund will underpin a managed funds AUM target of ~$2 billion
over a 3-5 year timeframe, with the possibility for funds to acquire
assets directly from GMT, providing an enhanced ability for GMT to
recycle its capital
1Subject to settlement of the Internalisation and final approval of its terms
6
~$2 billion
TARGET FUND AUM SIZE, 3-5 YEAR TIMEFRAME
UP TO $200 million
INITIAL GMG COMMITMENT
NEW LOGISTICS
FUND

7
CAPITAL
MANAGEMENT
The implementation of a funds management platform will unlock
access to new capital, providing GMT the ability to finance its growth
objectives without increasing the financial risk of the business
+While the short-term gearing outlook is above the current preferred 20-30% range,
GMT is comfortably compliant with all debt and Trust Deed covenants
+GMT’s balance sheet and capital management strategy once underway with funds
management activity, will be driven by a preference for a conservative look through
gearing range and an agile balance sheet, enabling GMT to absorb short term volatility
and to take advantage of opportunities including:
−capital participation in new partnerships
−targeted on balance sheet acquisitions
−ability to fund development pipeline on balance sheet
+GMT’s preferred gearing range and position within it will be dependent upon activity
– e.g. exposure to higher levels of development would drive a preference for lower
gearing to accommodate
+Diverse sources and tenor of debt funding will be maintained, with appropriate levels of
hedging to manage interest rate volatility
7

8
INTERNALISATION METRICS
9.1x
SAVING S M U LT I P L E
1
GOOD TO GREAT
+The Independent Directors of GNZ have reached a conditional agreement with GMG to
internalise the management of GMT
+Subject to unitholder approval and consent of GMT’s bank financiers, the internalisation
will be effected by GNZ retiring as manager ofGMT and GPSNZ,which employs the
staff in NZ and will be effectively controlled by Unitholders, becoming the new Manager
of GMT
+GMT will pay NZ$272.4millionto GMG to effect the internalisation and NZ $17.6 million
for certain New Zealand investment properties co-owned with GMG, the net assets of
GPSNZ and in lieu of any performance fee that may be payable to GMG for FY24
−net cost to GMT of $199.3 million
6
implies a 9.1x multiple of normalised FY24 savings
of $22.0 million
−no obligation to pay performance fees related to historical outperformance that
would be carried forward ($42 .7million as at 20 February 2024, excluding the
$14.7 million performance fee paid as part of the transactions)
−existing long-term incentive planliability for staff with an expected economic value of
$41.4 million (as at 30 September 2023) to be retained by GMG , with a new scheme
to be established by GMTunder which the first equity issuance to staff is expected in
early FY28
−GMT has obtained a binding ruling from Inland Revenue confirming the deductibility
of the payment to GNZ for retiring as Manager
+Total consideration of $290 million to be used by GMG to subscribe for new GMT units
at $2.14 per unit, GMT’s 5-day VWAP ending on 20 February 2024, taking GMG’s
holding from 25.2% to 31.8%
INTERNALISATION
PROPOSAL
5.9%
% OF AUM
2
2.8%
AFFO ACCRETION
3,4
FY24 PRO FORMA
VALUE ACCRETION
3,5
FY24 PRO FORMA
12.8%
1Net cost to GMT of $199.3 million / normalised FY24 internalisation savings of $22.0 million. Refer page 17 for detail
2Expected AUM as at 31 March 2024 including committed developments
3FY24 pro forma, assumes the consideration of $290.0 million is settled via the issuance of GMT units to GMG at $2.14 per unit, treating the benefits of current and
future tax deductions ($74.1 million in FY24 pro forma) associated with internalisation as if they had repaid debt. Accretion metrics exclude the impact of the new
shares issued to settle GMT’s performance fee obligations ($14.7 million)
4Accretion to adjusted funds from operations (“AFFO”), a metric which captures the benefit of leasing fees no longer being payable to a third party and which are
not reflected in cash earnings
5Value accretion is FY24 pro forma AFFO accretion adjusted for the $10.6 million FY24 pro forma savings related to capitalised fees which are not captured in cash
earnings or AFFO but which will be reflected in property valuation movements and as a result, net tangible assets. This metric is akin to a total return measure for
GMT Unitholders.
6$272.4 million less $73.1 million tax deduction

9
Governance &
Independent Directors
+A sub-committee of the Independent Directors (the “IBC”) was established to consider and negotiate the Internalisation Proposal
+External advisers (legal, tax, financial and accounting) were engaged to assist in the consideration of the Internalisation Proposal and the
undertaking of due diligence
+The IBC engaged Deloitte to assess the proposal and to assist non-associated Unitholders in forming their own opinion on whetherto vote in
favour of or against the resolutions relating to the Internalisation Proposal
+The Independent Appraiser concluded:
̶the Proposed Internalisation is fair to the Unitholders not associated with GMG; and
̶the proposed issuance of units to GMG (through GIT) is fair
+The Independent Directors unanimously recommend Unitholders vote in favour of the resolutions to effect the change
Approvals and
Unitholder vote
+The Internalisation Proposal requires approval by GMT’s unitholders voting at a Meeting to be held on 26 March 2024
+To effect the Internalisation Proposal, two Ordinary Resolutions and one Extraordinary Resolution are required to be passed
+In addition, GMT’s banks are required to consent to the change in manager. All other required approvals have been obtained
+Further details in relation to voting can be found in the Notice of Meeting dated 26 February 2024. Unitholders are encouraged to read the
Notice of Meeting and Independent Appraiser Report carefully before making any decisions on the Internalisation Proposal
PROCESS

10
OUTLOOK
& GUIDANCE
FY24 guidance reaffirmed
+GMT has delivered a robust operating performance
for the year to date, with increasing rentals,
sustained high levels of occupancy and
development completions producing significant
growth in cashflows:
−Full-year underlying cash earnings reaffirmed at
around 7.4 cents per unit
1
, up 4% on FY23
−Full-year distributions reaffirmed at
6.2 cents per unit, up 5% on FY23
1Excluding the accretive impact of the change from straight line to diminishing value basis for building depreciation in FY24
2FY25 guidance assumes the internalisation completes, including associated issuance of 135.5 million units to GMG
FY25 guidance
2
+Full-year cash earnings expected to be
around 7.5 cents per unit, up 5% on restated
FY24 of 7.1 cents per unit (after allowing for
tax changes relating to building depreciation
removal)
+Full-year distributions expected to be
6.5 cents per unit, up 5% on FY24 and
representing 87% of cash earnings
Medium-term earnings target
+The establishment of a funds management
platform targeting ~$2 billion of fund AUM over
the medium term provides support for expected
cash earnings growth of 5-7% per annum within a
3-5 year timeframe

11
TIMETABLE

12
INDICATIVE TIMETABLE
KEY DATESDAT E
Announcement of Internalisation
26 February 2024
Dispatch of Notice of Meeting commences
26 February 2024
Special Meeting of GMT unitholders to approve Internalisation Proposal
26 March 2024
If the Internalisation Proposal is approved by Unitholders
Termination of external management rights and settlement of associated transactions, subscription by GMG for new units in GMT
and implementation of Internalisation
28 March 2024

THANK YOU

14
APPENDICES

15
GOODMAN PROPERTY TRUST
1 Based on preliminary 31 March 2024 valuations
2 As at 30 September 2023
3 Total stabilised warehouse and office area
4 Includes leased developments
5 The growth in the portfolio has been measured from March
2019 to 31 March 2024 based on preliminary 31 March 2024
valuations
6 Average annual spend calculated using the total spend on
acquisitions (purchase price) and development completions
(total project cost) from FY20 to FY24 to date
7 Growth in reported full year cash earnings from FY20 to
FY23, on an annualised basis
$4.5bn
PROPERTY PORTFOLIO
1
1.1m sqm
NET LETTABLE AREA
2,3
99.6%
OCCUPANCY
2
6.4 years
W A LT
2 ,4
+1.7x
GROWTH IN PORTFOLIO
OVER THE LAST 5 YEARS
5
$212 million
AVERAGE ANNUAL SPEND ON
ACQUISITIONS & DEVELOPMENT
OVER THE LAST 5 YEARS
6
+4.5% p.a.
FULL YEAR CASH EARNINGS
GROWTH SINCE FY20
7
GMT’s investment strategy, focused on urban logistics property, has built a
high-quality portfolio and driven a track record of outperformance

16
DEVELOPMENT
PIPELINE
+Va l u e-add and land properties make up ~15% of the GMT
portfolio and provide future development opportunities, with
capital selectively allocated to development projects that are
forecast to deliver appropriate risk adjusted returns:
−situated in prime locations, the intensification and
regeneration of these assets into high-quality, sustainable
distribution facilities is expected to deliver approximately
400,000 sqm of warehouse and logistics space over the
next 10 years and be a significant driver of GMT’s growth
−the additional spend on GMT’s entire future pipeline is
estimated to be $1 billion +
+GMT is also well positioned to benefit from a growing digital
economy and emerging demand for higher-value data centre
solutions
~400,000 sqm
DEVELOPMENT POTENTIAL
WITHIN EXISTING PORTFOLIO
72%
OF DEVELOPMENT PIPELINE IS
BROWNFIELD REDEVELOPMENT
$1 billion +
FORECAST ADDITIONAL SPEND ON
GMT DEVELOPMENT PIPELINE
Development is a central element of GMT’s
investment strategy, with around 90% of the
core portfolio developed since 2004, including
the world class Highbrook Business Park
16

17
INTERNALISATION
METRICS
$272.4 million is within the Independent Appraiser’s fair
market valuation range of $268 million to $315 million
GMT’s development intensive business model results in
a large proportion of fee savings not being reflected in
earnings but providing a benefit to NTA – delivering a
highly attractive total return proposition. This is reflected
in ‘value’ accretion of 12.8%
3,5
Normalised FY24 internalisation savings
22.0
Management payment
1
272 .4
Tax deduction
(73.1)
Management payment net of tax deduction
199.3
Multiple post-tax deduction
9.1 x
% of AUM
2
5.9%
Cash earnings accretion FY24 pro forma
3
0.4%
AFFO accretion FY24 pro forma
3,4
2.8%
‘Value’ accretion FY24 pro forma
3,5
12.8%
1Total payment to Goodman Group of $290 million includes $17.6 million for properties co-owned with GMG, the net assets of GPSNZ
and in lieu of any performance fee that may be payable for FY24
2Expected AUM as at 31 March 2024 including committed developments
3FY24 pro forma, assumes the consideration of $290.0 million is settled via the issuance of GMT units to GMG at $2.14 per unit, treating the
benefits of current and future tax deductions ($74.1 million in FY24 pro forma) associated with internalisation as if they had repaid debt.
Accretion metrics exclude the impact of the new shares issued to settle GMT’s performance fee obligations ($14.7 million)
4Accretion to adjusted funds from operations (“AFFO”), a metric which captures the benefit of leasing fees no longer being payable to a third
party and which are not reflected in cash earnings
5Value accretion is FY24 pro forma AFFO accretion adjusted for the $10.6 million FY24 pro forma savings related to capitalised fees which
are not captured in cash earnings or AFFO but which will be reflected in property valuation movements and as a result, net tangible assets.
This metric is akin to a total return measure for GMT Unitholders.
Valuation build-up
$ million
17

18
INTERNALISATION
SAVINGS
FY24 NORMALISEDBASIS
Manager’s base fee
19.0
Based on expected Mar-24 AUM and committed development spend
Property management fees
5.0
Based on expected income as at Mar-24 and committed developments
Leasing fees
2.8
FY24 management forecast
Acquisition fees / disposal fees
1.0
FY24 management forecast
Minor project fees
0.9
FY24 management forecast
Development management fees
6.5
10-year historic average (construction cost inflation adjusted)
Fund recoveries
2 .1
FY24 management forecast
Administrative expenses
3.4
FY24 management forecast
Performance fees
9.0
Average of discounted future fees based on management assessment of probability adjusted future performance fees
Total fees saved
49.6
Total internal costs
1,2
(27.6 )
Normalised FY24 internalisation savings
22.0
May not sum to total due to rounding
1Cost assumptions include services proposed to be provided by GMG under the Co-operation and Services Agreement
2Of which $6.4 million can be capitalised and $4.8 million can be recovered from customers
Normalised FY24 internalisation savings
$ million

19
GLOSSARY
KEY TERMS
AUMmeans assets under management.
Directorsmeans the Independent Directors, John Dakin and Gregory Goodman, being all ofthe current directors of GNZ.
Extraordinary Resolution means a resolution approved by Unitholders holding Units with a combined value of no less than 75% of the value of the Units of GMT held by those persons who are entitled to vote and vote
on the question.
GIT means Goodman Industrial Trust.
GMG means Goodman Group.
GMT means Goodman Property Trust.
GNZ means Goodman (NZ) Limited, the current manager of GMT.
Goodman Group means Goodman Limited, Goodman Funds Management Limited as responsible entity for GIT, Goodman Logistics (HK) Limited and each of their respective related entities, operating together as a
stapled group.
GPSNZ means Goodman Property Services (NZ) Limited.
IBCmeans Independent Board Committee of GNZ comprising the Independent Directors.
Independent Appraiser means Deloitte.
Independent Directors means David Gibson, Keith Smith, Laurissa Cooney and Leonie Freeman, the independent directors of GNZ.
Internalisation means the internalisation of the rights to manage GMT currently held by GNZ via the termination of those rights and the appointment of GPSNZ to manage GMT, as well as the other transactions
described in the Notice of Meeting.
Internalisation Proposal means the proposal for Internalisation to occur.
Meeting means the special meeting of Unitholders to be held with a hybrid format online and at the Park Hyatt Hotel, 99 Halsey Street, Auckland 1010 on 26 March 2024, commencing at 10:00am, and any
adjournment thereof.
Notice of Meeting means the Notice of Special Meeting dated 26 February 2024.
NZX means NZX Limited.
Ordinary Resolution means a resolution of Unitholders approved by a simple majority of the votes cast by those persons who are entitled to vote and vote on the question.
Unit means an undivided interest in GMT.
Unitholder means the holder of a Unit.
VWAPmeans the volume-weighted average price of trading on the NZX.
References to $ or money in this presentation are to New Zealand dollars unless expressly stated otherwise.

---

Notice of Special Meeting
26 FEBRUARY 2024
GOODMAN PROPERTY TRUST
A special meeting of Unitholders of Goodman Property Trust will be
held at the Park Hyatt Hotel, 99 Halsey Street, Auckland 1010
on 26 March 2024, commencing at 10:00 am

GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 2024
LETTER FROM THE
INDEPENDENT DIRECTORS 2
AGENDA 10
EXPLANATORY NOTES 1 1
MEETING INFORMATION 16
FURTHER INFORMATION
ABOUT THE INTERNALISATION 18
SCHEDULE 1
GLOSSARY 30
SCHEDULE 2
NZX WAIVERS 32
SCHEDULE 3
INDEPENDENT
APPRAISAL REPORT 34
SCHEDULE 4
LETTER FROM
COVENANT TRUSTEE
SERVICES LIMITED 74
DIRECTORY 75
This is an important document.
Please read it carefully.
If you are in doubt as to anything contained in this
document, you should seek advice from your financial,
taxation or legal adviser.
This Notice of Meeting has been submitted to NZ RegCo
in accordance with Listing Rule 7.1.1 and NZ RegCo has
provided written confirmation that it does not object to
this Notice of Meeting. However, NZ RegCo accepts no
responsibility for any statement in this Notice of Meeting.
Capitalised terms used in this document have the
meaning in the Glossary in Schedule 1.
CONTENTS

GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 20241
Forward-looking statements
This Notice of Meeting contains certain forward
looking statements, which are subject to risks
(both known and unknown), uncertainties,
assumptions and other important factors
that could cause the actual conduct, results,
performance or achievements of GMT to be
materially different from the outcomes reasonably
expected by GMT at the time of this Notice
of Meeting. Deviations as to future conduct,
market conditions, results, performance and
achievements are normal and are to be expected.
Forward looking statements generally may be
identified by the use of forward looking words
such as ‘aim’, ‘anticipate’, ‘believe’, ‘estimate’,
‘expect’, ‘ forecast’, ‘ foresee’, ‘ future’, ‘intend’,
‘likely’, ‘may’, ‘outlook’, ‘planned’, ‘potential’,
‘projection’, ‘should’, or other similar words.
Neither GMT, the Directors nor any other person
gives any representation, assurance or guarantee
that the occurrence of the events expressed or
implied in any forward looking statements in this
Notice of Meeting will actually occur. You are
cautioned against relying on any such forward
looking statements. Forward looking statements
may refer to any information relating to the
future, including (but not limited to) opinions,
forecasts, estimates, projections, business
plans or strategies, budget information or
other future or prospective information.

Dear Unitholder
We are pleased to invite Unitholders to a special
meeting to be held on 26 March 2024.
This is an important meeting to seek approval
to the Internalisation of the management of
Goodman Property Trust (“GMT”).
Further details of the transaction are set out in this letter and this Notice of Meeting.
Please consider these materials carefully.
GOODMAN (NZ) LIMITED’S INDEPENDENT DIRECTORS
Background to the proposal
GMT is an externally managed, NZX listed
managed investment scheme. GMT is currently
managed by Goodman (NZ) Limited (“GNZ”),
which is owned by ASX listed Goodman Group,
with certain other services provided to GMT by
another Goodman Group subsidiary, Goodman
Property Services (NZ) Limited (“GPSNZ”).
Following engagement from GNZ, Goodman
Group presented a proposal to internalise the
management of GMT (“Internalisation Proposal”).
A sub-committee of the Independent Directors
was established to consider and negotiate the
proposal, and a conditional agreement has been
entered into with Goodman Group to effect the
Internalisation.
Proposed Internalisation process
The Internalisation Proposal involves the transfer
of the managerial functions of GMT currently
performed by GNZ to GPSNZ. Ownership of
GPSNZ will be transferred by Goodman Group as
part of the Internalisation and, once it becomes
the new manager of GMT, GPSNZ will effectively
be controlled by Unitholders.
Covenant Trustee Services Limited (as
Supervisor) is appointed to independently monitor
the management of GMT and its role will not
change under the Internalisation Proposal.
Given the related party nature of the
Internalisation, and in particular that Goodman
Group owns GNZ and also has a significant
unitholding in GMT, Unitholder approval is
required. There are three resolutions detailed
in this Notice of Meeting that are required
to approve the Internalisation Proposal.
Each resolution must be approved for the
Internalisation to proceed and none of the
resolutions will take effect unless all three
resolutions are passed by the requisite majority.
Strategic rationale
Internalisation is expected to provide both
immediate and longer-term benefits to
Unitholders, reducing expenses and introducing
the ability to capture fee revenue while recycling
capital through the establishment of a property
funds management business.
The creation of a property funds management
business and introduction of new capital partners
will complement the current investment strategy,
providing increased flexibility to grow and
enhance the portfolio.
GMT’s substantial Auckland industrial portfolio,
urban logistics focus, future development
pipeline, sector expertise, balance sheet flexibility
and scalable platform make it a highly desirable
investment option for potential capital partners.
LETTER FROM THE

INDEPENDENT DIRECTORS
Keith SmithLaurissa CooneyDavid GibsonLeonie Freeman
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 20242

Subject to Internalisation proceeding, GPSNZ
will seek to establish a new Auckland logistics
property fund. With the flexibility to acquire
assets on-market and directly from GMT’s
existing portfolio, GPSNZ’s funds management
platform is expected to grow to approximately
$2 billion within three-to-five years.
The success which GNZ / GPSNZ have
achieved with previous joint ventures and their
ability to unlock acquisition and development
opportunities in the local property market
reflects the investment management expertise
of each company’s directors and executives.
Internalisation will mean GMT continues to benefit
from this capability whilst retaining the net fees
from GPSNZ’s management of the new fund and
the properties it acquires, providing continuity
of operations and a platform that is expected to
drive greater income diversification and earnings
growth over time.
Consideration and funding
Goodman Group will be paid $272.4 million
(plus GST, if any) to relinquish its rights under the
existing management agreements, for the shares
in GPSNZ and for the associated co-operation
arrangements and services described in this
Notice of Meeting. An additional $17.6 million
(plus GST, if any) will also be paid to settle
GMT’s performance fee obligations and to
acquire Goodman Group’s interest in co-owned
investment properties and the net tangible assets
of GPSNZ.
There will be no obligation to pay performance
fees relating to historical out performance that
would be carried forward ($42.7 million as at
20 February 2024, excluding the performance
fee component of the $17.6 million referred
to above). In addition, the existing long-term
incentive plan liability for GPSNZ staff (with
an expected economic value of $41.4 million
at 30 September 2023) will be retained by
Goodman Group. GMT intends to establish a
new incentive scheme under which the first
equity issuance to staff is expected to be made
in F Y28.
Following the Internalisation, GMT will no longer
pay fund management, property services,
development management, project management
and other fees to GNZ or GPSNZ other than to
GPSNZ on a cost recovery basis. The net of tax
payment to Goodman Group of $199.3 million
represents a 9.1x multiple of the $22.0 million
normalised FY24 savings GMT expects to realise
from the Internalisation.
Goodman Group will apply all of the consideration
it will receive ($290 million) to subscribe for new
units in GMT at $2.14 per Unit, GMT’s 5-day
volume weighted average Unit price (“VWAP”)
ending on 20 February 2024. Goodman Group’s
holding in GMT will increase to 31.8% should the
Internalisation Proposal proceed.
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 20243
Highbrook Business Park, East Tāmaki. This world-class estate makes up almost half of GMT’s $4.5 billion urban logistics portfolio.

GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 20244
GMT is New Zealand’s largest listed real estate
entity, it is a high-quality business with a substantial
portfolio, a wide customer base and a proven
development capability.

Consideration and funding – continued
Deloitte (“Independent Appraiser”) has been
engaged by the Independent Directors to review
the fairness of the Internalisation Proposal.
It notes in the Independent Appraisal Report that:
“ The fair market value of
the Management Rights
is assessed to be in the
range of $268 million
to $315 million. The
proposed net termination
payment of $272.4 million
is within Deloitte’s fair
market valuation range,
and is therefore fair to
Unitholders.”
“ The proposed issuance of
units to Goodman Funds
Management Limited, as
responsible entity for GIT
is fair to Unitholders not
associated with GIT.”
A copy of the Independent Appraisal Report
prepared by Deloitte is provided within this
Notice of Meeting. It includes full details and
analysis of the terms of the Internalisation
Proposal. We recommend you read this report
carefully and in full.
Benefits of Internalisation
The Independent Directors consider the benefits
of adopting an internalised management
structure will include:
1. An enhanced growth profile and
scalable platform
+ Enhanced returns through the elimination
of fees currently paid to Goodman Group,
including fees forecast to be generated from
GMT’s significant development pipeline.
LETTER FROM THE INDEPENDENT DIRECTORS
— continued
+ The establishment of a property funds
management platform will support GMT’s
property development programme and
facilitate new acquisition opportunities,
creating an opportunity for faster earnings
growth and income diversification.
+In addition to the fee revenue it will generate,
the successful execution of its funds
management strategy will provide GMT
with an enhanced ability to recycle capital.
The opportunity to sell assets directly into
its property funds management platform
is expected to contribute to GMT’s
sustainable growth.
+ Targeting the creation of a ~$2 billion
property funds management business,
the positive contribution from additional
management fee revenue is expected to
support annualised earnings growth of
between 5% and 7% over the next three
to five years.
2. Positive financial metrics
+ Internalisation is expected to deliver 2.8%
accretion to FY24 pro forma adjusted funds
from operations.
1,2

+ Highly attractive total return proposition for
Unitholders, with 12.8% value accretion.
1,3

+ Application of the consideration received by
Goodman Group to subscribe for Units at
$2.14 per Unit results in Goodman Group
having a cornerstone unitholding of 31.8%,
a strong statement of support from GMT’s
largest Unitholder. It also has the benefit of
not reducing GMT’s liquidity or adding to
GMT’s gearing levels.
3. Continuity of resources with
greater alignment
+Provides continuity with Directors and
executives being retained and remunerated
directly by GMT and all directors of GPSNZ
being appointed by Unitholders.
+ Goodman Group’s increased unitholding
enhances alignment of interests between
Goodman Group and GMT.
+ Improves alignment with property ownership
and management effectively consolidated
into one economic entity.
1
Assuming the issuance of Units to
Goodman Group at an issue price of
$2.14 per Unit, treating the benefit
of current and future tax deductions
associated with internalisation as if
they had repaid debt.
2
Accretion to adjusted funds from
operations (“AFFO”), a metric which
captures the benefit of leasing fees
no longer being payable to a third
party and which are not reflected in
cash earnings.
3
Value accretion is FY24 pro forma
AFFO accretion adjusted for the
$10.6 million FY24 pro forma
savings related to capitalised fees
which are not captured in cash
earnings or AFFO but which will
be reflected in property valuation
movements and as a result, net
tangible assets. This metric is
akin to a total return measure for
GMT Unitholders.
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 20245
GMT’s development programme
includes four active projects,
providing 68,000 sqm of
prime warehouse of logistics space.

Potential risks associated
with Internalisation
The Independent Directors have also
considered possible downsides and potential
risks of the Internalisation. Potential risks
include the following:
+You may disagree with the conclusions
of the Independent Directors and/or
the Independent Appraiser about the
Internalisation Proposal’s benefits.
+Unitholders may be exposed to the historical
liabilities of GPSNZ, if any (recognising steps
have been taken to mitigate for this risk
through due diligence and in the terms of
the transaction documentation, as agreed
between Goodman Group and GMT).
+The Internalisation involves GMT being
responsible for its own management going
forward. If future expenses relating to
management of GMT exceed expectations
this may offset some of the expected benefits
of the Internalisation.
+Existing Unitholders will be diluted to some
extent due to the issuance of new Units to
Goodman Group.
+GMT’s pro-forma net tangible assets (“NTA”)
per Unit as at 31 March 2024 will reduce
from $2.128 to $1.993 as a result of certain
components of the consideration being
expensed in GMT’s profit or loss account
and because of the Units to be issued to
Goodman Group.
Continued support from
Goodman Group
Goodman Group has been the owner of the
manager of GMT and a cornerstone investor in
GMT since 2003, currently holding 25.2% of
GMT Units. The relationship has been extremely
positive, with the delivery of world-class
developments like Highbrook Business Park
establishing GMT as New Zealand’s largest and
best performing listed property entity over the
last 10 years.
Goodman Group will continue as a highly
supportive business partner, using the
consideration it will receive to subscribe for
new Units and agreeing to provide ongoing
corporate services to GMT and access for
GMT management to Goodman Group’s
systems and global expertise.
Additionally, in recognition of the strategic
benefits for GMT in the creation of GPSNZ’s
property funds management platform, Goodman
Group has also committed to contribute up
to $200 million of equity to GPSNZ’s first
investment partnership, subject to settlement of
the Internalisation and final approval of its terms.
GMT will co-invest up to $100 million on
the same basis and will leverage Goodman
Group’s global relationships to secure further
third-party capital.
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 20246
Recently completed Mainfreight Supersite facility at Favona Road Estate. The global logistics provider is one of the Trust’s largest
customers, leasing four facilities within the portfolio and pre-committing to another under development at Savill Link in Ōtāhuhu.
Voyager
Artspace
Starkwhite
Albert Park
Art Station
Western Park
Victoria Park
Grey Lynn Park
Point Erin Park
Princes Chamber
AUT-City Campus
Britomart Station
Metropolis Museum
ST PAUL St Gallery
Helensville Museum
Trish Clark Gallery
Auckland City Hospital
Downtown Ferry Terminal
Ponsonby Road Shopping Centre
University of Auckland-Grafton
Symonds Street Cemetery
AUCKLAND
GRAFTON
PONSONBY
BRITOMART
HERNE BAY
GREY LYNN
THE VIADUCT
FREEMANS BAY
ST MARYS BAY
WYNYARD
QUARTER
THE UNIVERSITY OF AUCKLAND
Ä
Ä
16
Ä
Ä
4
Ä
Ä
12
Ä
Ä
16
Grafton Rd
Symonds St
Queen St
Ponsonby Rd
Hobson St
Nelson St
Victoria St W
Williamson Ave
Park Rd
Richmond Rd
Jervois Rd
Newton Rd
Franklin Rd
Curran St
Great North Rd
Union St
Karangahape Rd
Beach Rd
Wellington St
Anzac Ave
Shelly Beach Rd
Mayoral Dr
Beaumont St
Cook St
Wellesley St
Surrey Cres
Halsey St
Customs St E
Stanley St
Waterloo Qdrt
Sarsfield St
Upper Queen St
Carlton Gore Rd
Redmond St
Piwakawaka St
Upper Queen St
Eastern Line
Western Line
John St
Rose Rd
Crummer Rd
Westhaven Dr
Dryden St
Albert St
Sussex St
Howe St
Hepburn St
Grafton Gully Cycleway
Pitt St
New St
Princes St
Daldy St
Brown St
Hopetoun St
Lincoln St
Norfolk St
Elgin St
Ariki St
Clarence St
Hamer St
Islington St
O'Neill St
Halsey St
Douglas St
Federal St
Pollen St
Millais St
Vermont St
Curran St
Te Ara I Whiti
Sale St
Murdoch Rd
Summer St
Wood St
Brigham St
Mackelvie St
Lorne St
Ardmore Rd
Greys Ave
St Marys Rd
Arthur St
Scanlan St
Selbourne St
Jellicoe St
Beaumont St
Hamilton Rd
High St
Dickens St
Picton St
Vincent St
Anglesea St
Wanganui Ave
Cowan St
Grosvenor St
Turakina St
Leighton St
Dean St
Sarsfield St
Gaunt St
Fanshawe St
Fanshawe St
Carlton Gore Rd
Farrar St
City Rd
Hackett St
Galway St
Schofield St
Albany Rd
Cook St
Prime Rd
Park Ave
Shortland St
Sentinel Rd
Kiosk Rd
East St
Arnold St
Prosford St
Madden St
Collingwood St
Emmett St
Ryle St
Eden Cres
London St
Putiki St
Karaka St
Market Pl
n
L

s
r
e
v
o
L
Ponsonby Ter
Pompallier Ter
Trinity St
Baildon Rd
Mills Ln
Home St
Napier St
Ring Ter
Harcourt St
Georgina St
Randolph St
Monmouth St
Seymour St
St Benedicts St
Airedale St
Dedwood Ter
Gundry St
Melford St
Swanson St
Exmouth St
Moira St
England St
Tuarangi Rd
Chancery St
Graham St
Colin Shaw Ln
Maidstone St
Chamberlain St
Tawariki St
Sackville St
Beresford St W
Westhaven Dr
WAITEMATA HARBOUR
2A
4C
4B
4C
427
428
424C
429C
429C

Meeting details
The Meeting of Unitholders is to be held
at the Park Hyatt Hotel, 99 Halsey Street,
Auckland 1010 on 26 March 2024, at
10.00 am. Independent Director and Deputy
Chair, David Gibson has been appointed by
the Supervisor to act as chair of the Meeting.
The Meeting will have a hybrid format allowing
those Unitholders who are unable to attend
the physical event to participate through a live
webcast. Please refer to the Virtual Meeting Guide
available at https://www.computershare.com/nz-
vm-guide for more information.
Accompanying this Notice of Meeting is the
Voting and Proxy Form.
+Should you have any questions regarding
the Meeting format or voting, please call our
registry information line on 0800 359 999
or +64 9 488 8777 from outside
New Zealand.
+Should you have any questions on the
three resolutions or any other aspect of
the Internalisation Proposal, please call our
investor advisory line on 0800 292 983
or +61 3 9415 4264 from outside
New Zealand.
Given the importance of the matters to be voted
on at the Meeting, Unitholders are encouraged
to read this document carefully and to attend
and vote at the Meeting or provide a proxy.
Unanimous support of all the
Independent Directors
The Independent Directors
believe the Internalisation
offers both immediate and
longer-term benefits to
Unitholders and unanimously
recommend that Unitholders
approve the Internalisation
by voting in favour of
resolutions of 1, 2 and 3.
If you intend to appoint the Chair of the Meeting
or any other Director as proxy, please provide
directions on voting by returning the Voting and
Proxy Form before 10:00 am on 24 March 2024.
On behalf of GNZ, we would like to take the
opportunity to thank you for your support
and encourage you to vote in favour of the
Internalisation Proposal.
We look forward to welcoming you at the Meeting.
Yours faithfully
The Independent Directors
LETTER FROM THE INDEPENDENT DIRECTORS
— continued
Keith Smith
Independent Director
Laurissa Cooney
Independent Director and Chair, Audit
Committee
Leonie Freeman
Independent Director
David Gibson
Independent Director and Deputy Chair
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 20247
Voyager
Artspace
Starkwhite
Albert Park
Art Station
Western Park
Victoria Park
Grey Lynn Park
Point Erin Park
Princes Chamber
AUT-City Campus
Britomart Station
Metropolis Museum
ST PAUL St Gallery
Helensville Museum
Trish Clark Gallery
Auckland City Hospital
Downtown Ferry Terminal
Ponsonby Road Shopping Centre
University of Auckland-Grafton
Symonds Street Cemetery
AUCKLAND
GRAFTON
PONSONBY
BRITOMART
HERNE BAY
GREY LYNN
THE VIADUCT
FREEMANS BAY
ST MARYS BAY
WYNYARD
QUARTER
THE UNIVERSITY OF AUCKLAND
Ä
Ä
16
Ä
Ä
4
Ä
Ä
12
Ä
Ä
16
Grafton Rd
Symonds St
Queen St
Ponsonby Rd
Hobson St
Nelson St
Victoria St W
Williamson Ave
Park Rd
Richmond Rd
Jervois Rd
Newton Rd
Franklin Rd
Curran St
Great North Rd
Union St
Karangahape Rd
Beach Rd
Wellington St
Anzac Ave
Shelly Beach Rd
Mayoral Dr
Beaumont St
Cook St
Wellesley St
Surrey Cres
Halsey St
Customs St E
Stanley St
Waterloo Qdrt
Sarsfield St
Upper Queen St
Carlton Gore Rd
Redmond St
Piwakawaka St
Upper Queen St
Eastern Line
Western Line
John St
Rose Rd
Crummer Rd
Westhaven Dr
Dryden St
Albert St
Sussex St
Howe St
Hepburn St
Grafton Gully Cycleway
Pitt St
New St
Princes St
Daldy St
Brown St
Hopetoun St
Lincoln St
Norfolk St
Elgin St
Ariki St
Clarence St
Hamer St
Islington St
O'Neill St
Halsey St
Douglas St
Federal St
Pollen St
Millais St
Vermont St
Curran St
Te Ara I Whiti
Sale St
Murdoch Rd
Summer St
Wood St
Brigham St
Mackelvie St
Lorne St
Ardmore Rd
Greys Ave
St Marys Rd
Arthur St
Scanlan St
Selbourne St
Jellicoe St
Beaumont St
Hamilton Rd
High St
Dickens St
Picton St
Vincent St
Anglesea St
Wanganui Ave
Cowan St
Grosvenor St
Turakina St
Leighton St
Dean St
Sarsfield St
Gaunt St
Fanshawe St
Fanshawe St
Carlton Gore Rd
Farrar St
City Rd
Hackett St
Galway St
Schofield St
Albany Rd
Cook St
Prime Rd
Park Ave
Shortland St
Sentinel Rd
Kiosk Rd
East St
Arnold St
Prosford St
Madden St
Collingwood St
Emmett St
Ryle St
Eden Cres
London St
Putiki St
Karaka St
Market Pl
n
L

s
r
e
v
o
L
Ponsonby Ter
Pompallier Ter
Trinity St
Baildon Rd
Mills Ln
Home St
Napier St
Ring Ter
Harcourt St
Georgina St
Randolph St
Monmouth St
Seymour St
St Benedicts St
Airedale St
Dedwood Ter
Gundry St
Melford St
Swanson St
Exmouth St
Moira St
England St
Tuarangi Rd
Chancery St
Graham St
Colin Shaw Ln
Maidstone St
Chamberlain St
Tawariki St
Sackville St
Beresford St W
Westhaven Dr
WAITEMATA HARBOUR
2A
4C
4B
4C
427
428
424C
429C
429C
Park Hyatt Auckland
SH 1
SH 1
6
P
Transport / Parking
With an inner-city venue, we encourage
the use of public transport to and from
the event. Should you wish to travel by
private vehicle, complimentary valet
parking is available for a limited number
of Unitholders. Please drive into the
hotel entrance to utilise this service.

GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 20248

GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 20249
“
Internalisation positions GMT for the next phase of
its business growth. The change to the corporate
structure will reduce expenses and enable
GMT to earn fee revenue while recycling capital
through the establishment of a complementary
funds management business. We recommend
Unitholders vote in favour of all three resolutions.
”
The Independent Directors

AGENDA
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202410
David Gibson
Independent Director and Deputy Chair
Goodman (NZ) Limited
John Dakin
Chair
Goodman (NZ) Limited
1. PRESENTATIONS FROM THE MANAGER
2. RESOLUTIONS
None of resolutions 1, 2 or 3 shall take effect unless all of those resolutions are passed.
RESOLUTION 1
– Approval of Internalisation
To consider and, if thought fit, pass the
following as an Ordinary Resolution:
That the Unitholders ratify, confirm
and approve for the purposes of Listing
Rule 5.2.1, Goodman (NZ) Limited and
Covenant Trustee Services Limited taking
all steps necessary to enter into and
give effect to the internalisation of the
management of Goodman Property Trust,
including, without limitation, to:
(a) give effect to the retirement of
Goodman (NZ) Limited as manager
of Goodman Property Trust, the
transfer of shares in Goodman
Property Services (NZ) Limited
and the co-operation and services
arrangements for consideration of
$272.4 million (plus GST, if any); and
(b) acquire certain New Zealand
property interests owned by
Goodman Group and the net tangible
assets of Goodman Property
Services (NZ) Limited and make a
payment in lieu of any performance
fee that may be payable to Goodman
(NZ) Limited for the period from
1 April 2023 until settlement of
the Internalisation under the terms
of the Trust Deed, for aggregate
consideration of $17.6 million
(plus GST, if any),
upon the terms and conditions of the
relevant Transaction Agreements.

RESOLUTION 2
– Approval of issue of Units
To consider and, if thought fit, pass the
following as an Ordinary Resolution:
That the Unitholders approve for
the purposes of Listing Rule 4.2.1,
the issue of 135,514,019 new Units
to Goodman Funds Management
Limited, as responsible entity for
Goodman Industrial Trust, at an issue
price of $2.14 per Unit, for aggregate
consideration of $290,000,001.
RESOLUTION 3
– Appointment of new manager
To consider and, if thought fit, pass the
following as an Extraordinary Resolution:
That the Unitholders approve the
appointment of Goodman Property
Services (NZ) Limited as the new manager
of Goodman Property Trust upon
settlement of the Internalisation.
The Independent Directors
recommend you vote in favour
of resolutions 1, 2 and 3.
Further information relating to the
resolutions is set out in the Explanatory
Notes section of this Notice of Meeting.
A description of the voting requirements
and parties disqualified from voting on
resolutions 1 and 2 is set out on pa ge 13.

EXPLANATORY
NOTES
Background
GMT is currently managed by GNZ, a wholly
owned subsidiary of Goodman Group, in
accordance with the Trust Deed.
GNZ subcontracts certain functions to GPSNZ,
another wholly owned subsidiary of Goodman
Group, which also performs certain property
management services for GMT.
The board of GNZ received a proposal from
Goodman Group to internalise the management
of GMT. Goodman Group’s proposal
contemplated GNZ ceasing to be the manager
of GMT and GPSNZ becoming the manager. As
part of the proposal, Goodman Group would
transfer ownership of GPSNZ to the Shareholder,
as a result of which, GPSNZ will effectively be
controlled by Unitholders.
The Independent Directors formed a sub-
committee to consider and negotiate the terms
on which an internalisation proposal might be
developed to benefit Unitholders.
Key terms of the Internalisation
The Independent Directors have reached
conditional agreement with Goodman Group
to internalise the management of GMT
and present the Internalisation Proposal to
Unitholders at the Meeting.
The terms of the Internalisation Proposal,
including the payments to be made to Goodman
Group, were negotiated on an arm’s length
commercial basis. The Independent Directors
considered the proposal on behalf of GMT and its
Unitholders based on independent advice from
investment banks engaged by them.
The payment for the termination of management
rights was agreed following a series of discussions
with Goodman Group and it reflects an
assessment of the expected benefits and savings
for GMT from the Internalisation Proposal as well
as the value of the management rights which GNZ
was agreeing to relinquish.
The key terms of the Internalisation are set
out below:
+A payment of $272.4 million (plus GST, if
any) will be made to Goodman Group for GNZ
agreeing to relinquish its rights under the
existing management arrangements as well
as for the shares in GPSNZ and the provision
of co-operation and services arrangements
following settlement of the Internalisation.
This payment is comprised of $250 million
(plus GST, if any) for the termination of the
management arrangements between GMT
and GNZ, $11.3 million (plus GST, if any)
for the termination of the current property
and development management agreements
between GMT and GPSNZ and $11.1 million
(plus GST, if any) for cooperation services
to be provided by Goodman Group to GMT
(which has been netted off against a payment
of $100,000 for secretariat services to be
provided by GPSNZ to Goodman Group).
+A payment of $17.6 million (plus GST, if
any) in aggregate will be made to Goodman
Group in consideration for the sale to
GMT of Goodman Group’s interest in co-
owned investment properties and the net
tangible assets of GPSNZ, and in lieu of any
performance fee that may be payable to
GNZ for the period from 1 April 2023 until
settlement of the Internalisation under the
terms of the Trust Deed.
+There will be no obligation to pay
performance fees relating to historical out
performance that would be carried forward
($42.7 million as at 20 February 2024,
excluding the $14.7 million performance
fee paid as part of the transactions).
+The existing long-term incentive plan
liability for GPSNZ staff (with an expected
economic value of $41.4 million at
30 September 2023) will be retained by
Goodman Group. GMT intends to establish
a new incentive scheme under which the
first equity issuance to staff is expected to
be made in FY28.
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202411
Public spaces within the urban ngahere at Highbrook Business Park.

Independent Appraiser conclusions
In accordance with the Listing Rules, Deloitte
has been engaged as Independent Appraiser
to assess the Internalisation Proposal and the
proposed issuance of new Units to Goodman
Funds Management Limited, as responsible entity
for Goodman Industrial Trust (“GIT”).
Deloitte has concluded that:
+the Proposed
Internalisation is fair
to the Unitholders
not associated with
Goodman Group; and
+the proposed issuance
of Units to GIT is fair
to the Unitholders not
associated with GIT.
These conclusions are discussed further in the
Independent Appraisal Report in Schedule 3.
EXPLANATORY NOTES
— continued
+The payments described above will be paid
by GMT in cash and will be used by Goodman
Group to subscribe for $290 million of fully
paid Units at a fixed price of $2.14 per Unit
which was determined on the basis of the
higher of the NTA per Unit (taking account of
preliminary 31 March 2024 valuations) or
the 5-day VWAP up to 20 February 2024
via a placement to occur on the day the
Internalisation is settled.
+A portion of the payments to Goodman
Group will be deductible for GMT’s tax
purposes, meaning the net cost of the
Internalisation will equate to approximately
$199.3 million. A binding ruling has been
obtained from Inland Revenue confirming that
the payment of $250 million relating to the
termination of GNZ’s management rights is
deductible. In addition, certain other amounts
being paid are deductible by GMT for income
tax purposes.
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202412
Executives on site at Roma Road Estate – left to right;
Mike Gimblett, General Manager – Development, Evan Sanders, General Manager – Property Services, Mandy Waldin, Marketing Director,
Kimberley Richards, Director – Investment Management and Capital Transactions, Andy Eakin, Chief Financial Officer, James Spence, Chief Executive Officer,
Anton Shead, General Counsel and Company Secretary, Sophie Bowden, Human Resources Business Partner, Jonathan Simpson, Head of Corporate Affairs.

RESOLUTION 1
– Approval of Internalisation
Resolution 1 relates to the proposed internalisation
of the management of GMT and authorisation for
GNZ and the Supervisor to do everything required
to give effect to the Internalisation.
Resolution 1 requires approval by an Ordinary
Resolution of Unitholders because the
transactions required to effect the Internalisation
constitute a “Material Transaction with a Related
Party” under the Listing Rules. The Internalisation
is a Material Transaction because it relates to
providing or obtaining services in respect of which
the actual gross cost to GMT exceeds 1% of its
average market capitalisation. GMT’s current
manager, GNZ, is a “Related Party” of GMT under
the Listing Rules, including because companies
within Goodman Group hold more than 10% of
the Units in GMT.
GNZ, Goodman Limited and the Associated
Persons of both (including other entities within
Goodman Group and each of the Directors) are
disqualified by Listing Rule 6.3.1 and the Act from
voting in favour of, or acting as a discretionary
proxy in relation to, resolution 1.
RESOLUTION 2
– Issue of Units
Resolution 2 relates to the issuance of
135,514,019 new Units to Goodman Funds
Management Limited, as responsible entity for
GIT, at an issue price of $2.14 per Unit. The
subscription amount for these new Units will
be satisfied by Goodman Group applying the
payments to be made to it under the Internalisation
Proposal to subscribe for those Units.
Resolution 2 requires approval by an Ordinary
Resolution of Unitholders because the Listing Rules
require that (except in limited circumstances which
are inapplicable in the present circumstances)
GMT may only issue Units with approval of an
Ordinary Resolution of Unitholders.
Goodman Funds Management Limited, as
responsible entity for GIT, is an Associated Person
of GNZ (because it is a Related Body Corporate
(as defined in the Listing Rules) of GNZ) and
Gregory Goodman (because Mr Goodman is both
a Director of GNZ and a director of Goodman
Funds Management Limited).
The new Units will rank equally with all existing
Units. The allotment of the new Units will occur
on the date the Internalisation is settled.
EXPLANATORY NOTES
— continued
The dilutionary impact of the issue of the new
Units is set out below. Note the calculations are
subject to any further issuances of Units that may
occur in accordance with the Listing Rules.
Current Units on issue: 1,403,254,516
Units to be issued to
Goodman Funds Management
Limited, as responsible
entity for GIT: 135,514,019
Total Units on issue if
Resolution 2 is passed
and the new Units
are issued: 1,538,768,535
Example Unitholder
percentage currently: 1.0%
Example Unitholder percentage
after issuance of new Units: 0.9%
GNZ, Goodman Limited and the Associated
Persons of both (including other entities within
Goodman Group and each of the Directors) are
disqualified by Listing Rule 6.3.1 and the Act from
voting in favour of, or acting as a discretionary
proxy in relation to, resolution 2.
RESOLUTION 3
– Appointment of New Manager
Resolution 3 relates to the appointment of
GPSNZ as the new manager of GMT upon
settlement of the Internalisation.
GPSNZ must hold a licence under section
388(a) of the Act to act as manager of GMT.
As at the date of this Notice of Meeting, the FMA
has granted, on a conditional basis, GPSNZ a
licence under section 388(a) of the Act to act as
manager in accordance with the Trust Deed.
The Trust Deed provides that a new manager
may only be appointed by Extraordinary
Resolution of Unitholders (pursuant to clause
24.38(g) of the Trust Deed).
GNZ, Goodman Limited and other entities within
Goodman Group (as well as each of the Directors)
may vote in favour of, or act as a discretionary
proxy in relation to, resolution 3.
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202413

Recommendation of the
Independent Directors
The Independent Directors
believe the Internalisation
offers both immediate and
longer-term benefits to
Unitholders and unanimously
recommend that you
approve the Internalisation
by voting in favour of
resolutions 1, 2 and 3.
None of the resolutions shall take effect
unless all of the resolutions are passed by
the requisite majority.
Other aspects of the Internalisation
Listing Rule waivers
NZX has granted the following waivers to GMT
in respect of the Internalisation Proposal:
(a) a waiver from Listing Rule 2.10.1 so that
the board of GNZ may pass resolutions in
connection with the Internalisation Proposal;
and
(b) a waiver from Listing Rule 2.11.1 so that
the directors of GPSNZ may be paid
remuneration out of the Assets of GMT at
the same level as is currently paid by GNZ,
without seeking separate Unitholder approval
under Listing Rule 2.11.
The details and conditions of the above waivers
are discussed in Schedule 2.
Consequences if Internalisation
is not approved
The Internalisation Proposal is conditional upon
Unitholder approval, and will only be approved
if each of resolutions 1, 2 and 3 set out in this
Notice of Meeting is approved by the requisite
majority.
If the Internalisation Proposal is not approved,
GMT would continue to be managed by GNZ.
GPSNZ will continue to be part of the Goodman
Group and the Trust Deed will not be amended
as proposed. Goodman Group will continue to
receive fees as occurs currently. There is no
assurance that either Goodman Group or the
Independent Directors would consider alternative
internalisation proposals for recommendation
to Unitholders.
Timetable
If Unitholder approval of the Internalisation
Proposal is obtained, it is intended that settlement
of the transactions required to implement the
Internalisation (as referred to in resolutions 1, 2
and 3) will occur on or about 28 March 2024.
Important information about
the Internalisation accompanies
this Notice of Meeting
The following materials accompany this
Notice of Meeting:
+An Independent Appraisal Report
detailing Deloitte’s opinion of the
merits of the Internalisation –
Schedule 3.
+A letter from the Supervisor in
relation to the Internalisation –
Schedule 4.
You should read these documents in
full as they contain important information
to assist you in determining how to vote
on the proposed resolutions.
If you have any queries on the resolutions
or material contained in the attached
documents, please seek advice from
your financial, tax or legal adviser.
EXPLANATORY NOTES
— continued
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202414

GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202415
“
Internalisation presents a unique opportunity for GMT.
Retaining all the benefits of the Goodman brand,
we’ve got the team, property portfolio, customer
relationships and market expertise to scale up our
business and deliver an investment strategy focused
on sustainable value creation.
”
James Spence, Chief Executive Officer

MEETING

INFORMATION
RESOLUTIONS AND VOTING REQUIREMENTS
AND RESTRICTIONS
Resolutions 1 and 2 are required to be passed as Ordinary
Resolutions. In order for an Ordinary Resolution to be passed,
it must be approved by a simple majority of the votes of
Unitholders who are entitled to vote and vote on the resolution,
in person or by proxy.
GNZ, Goodman Limited and the Associated Persons of both
(including other entities within Goodman Group and each of
the Directors) are disqualified by Listing Rule 6.3.1 and the Act
from voting in favour of, or acting as a discretionary proxy in
relation to, resolutions 1 and 2.
Resolution 3 is required to be passed as an Extraordinary
Resolution. In order for an Extraordinary Resolution to be
passed, it must be approved by Unitholders holding Units
with a combined value of no less than 75% of the value of the
Units of GMT held by those Unitholders who are entitled to
vote and vote on the resolution, in person or by proxy.
Goodman Group entities which hold Units and each Director
who has a control interest in Units are not disqualified from
voting in favour of resolution 3 and they intend to vote in
favour of resolution 3.

I M P O R TA N T D E TA I L S
Time and Date
26 March 2024, commencing at 10.00 am
Meeting type
Hybrid meeting, with Unitholders able to attend and participate
either in person or through a live online webcast.
Please refer to the Virtual Meeting Guide available at
https://www.computershare.com/nz-vm-guide
for more information on attending the Meeting online.
Venue
Park Hyatt Hotel, 99 Halsey Street, Auckland 1010
Transport / Parking
With an inner-city venue, we encourage the use of public
transport to and from the Meeting.
Should you wish to travel by private vehicle, complimentary
valet parking is available for a limited number of Unitholders.
Please drive into the hotel entrance to utilise this service.
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202416

MEETING

INFORMATION
PROXIES
A Unitholder entitled to attend and vote at
the Meeting is entitled to appoint a proxy to
attend and vote instead of that Unitholder.
A proxy need not be a Unitholder.
A Unitholder may appoint the chair of the Meeting (who will not be
the Chair of GNZ), or another person, to act as proxy. A proxy form
is enclosed. If a representative of the Supervisor is appointed
to act as proxy and is not directed how to vote, they will vote
in favour of all of the resolutions referred to in this Notice of
Meeting. If a person who is disqualified from voting in favour of
resolution 1 and resolution 2 (including the Chair of the Meeting)
is appointed as proxy, that person will not be permitted to vote an
undirected proxy given in their favour by any other Unitholder in
respect of resolution 1 or resolution 2. The Chair of the Meeting and
each other Director intends to vote any undirected proxies held by
them for resolution 3 in favour of the resolution.
A Unitholder wishing to appoint a proxy should complete the
enclosed proxy form. All joint holders should sign the proxy form.
A proxy granted by a company must be signed by a duly authorised
officer or attorney.
If the proxy is signed under a power of attorney or other authority,
that power of attorney or other authority or a notarially certified
copy of that power of attorney or authority and a completed
certificate of non-revocation, must accompany the proxy form
(unless previously provided to the Registrar).
Completed proxy forms (and any powers of attorney or
other authorities) can be mailed or delivered to the Registrar,
Computershare Investor Services Limited, or can be completed
electronically. Completed proxy forms and supporting documents
must be received by the Registrar by no later than 10:00 am on
24 March 2024 (being 48 hours before the Meeting).
ATTENDANCE AND
VOTING RIGHTS
Every Unitholder or that Unitholder’s proxy, attorney or
representative, is entitled to attend the Meeting. Unitholders
for this purpose will be determined from GMT’s register at
the close of the day prior to the day on which this Notice of
Meeting was sent, being 25 February 2024.
Voting will be by way of a poll. On a poll, each Unitholder
has one vote for each Unit. Other than as noted under
the section “Resolutions and voting requirements and
restrictions” above in respect of resolutions 1 and 2, there
are no Unitholders precluded from voting on the resolutions
set out in the Notice of Meeting.
If you are attending the Meeting and voting in more than
one capacity (e.g. also as proxy, attorney or representative
for one or more other Unitholders) you must fill out separate
voting papers in respect of each capacity in which you vote.
PROXIES
A Unitholder entitled to attend and vote at
the Meeting is entitled to appoint a proxy to
attend and vote instead of that Unitholder.
A proxy need not be a Unitholder.
A Unitholder may appoint the chair of the Meeting (who will not be
the Chair of GNZ), or another person, to act as proxy. A proxy form
is enclosed. If a representative of the Supervisor is appointed
to act as proxy and is not directed how to vote, they will vote
in favour of all of the resolutions referred to in this Notice of
Meeting. If a person who is disqualified from voting in favour of
resolution 1 and resolution 2 (including the Chair of the Meeting)
is appointed as proxy, that person will not be permitted to vote an
undirected proxy given in their favour by any other Unitholder in
respect of resolution 1 or resolution 2. The Chair of the Meeting and
each other Director intends to vote any undirected proxies held by
them for resolution 3 in favour of the resolution.
A Unitholder wishing to appoint a proxy should complete the
enclosed proxy form. All joint holders should sign the proxy form.
A proxy granted by a company must be signed by a duly authorised
officer or attorney.
If the proxy is signed under a power of attorney or other authority,
that power of attorney or other authority or a notarially certified
copy of that power of attorney or authority and a completed
certificate of non-revocation, must accompany the proxy form
(unless previously provided to the Registrar).
Completed proxy forms (and any powers of attorney or
other authorities) can be mailed or delivered to the Registrar,
Computershare Investor Services Limited, or can be completed
electronically. Completed proxy forms and supporting documents
must be received by the Registrar by no later than 10:00 am on
24 March 2024 (being 48 hours before the Meeting).
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202417

Documentation and steps to bring the
Internalisation into effect
+On 26 February 2024, GNZ, Goodman
Limited and the Supervisor entered into an
Implementation Deed under which the parties
conditionally agreed that the management
of GMT should be internalised on the terms
and conditions set out in the Implementation
Deed and the other Transaction Agreements
and to proceed with the steps required to
implement the Internalisation Proposal.
+The Implementation Deed is conditional on a
number of matters, including the Unitholder
approval contemplated by the resolutions
set out in this Notice of Meeting and consent
of GMT’s bank financiers / amendment to
the GMT financing documents necessary
to implement the Internalisation Proposal.
Various other regulatory approvals, licences
and NZX waivers are required to implement
the Internalisation Proposal. Each of those
other regulatory approvals, licences and NZX
waivers have already been obtained.
+As at the date of this Notice of Meeting GMT
has commenced the process of seeking
from its bank financiers the consents and
amendments to the financing documents
necessary to implement the Internalisation.
The risk of not satisfying this condition is
considered to be low, given the encouraging
feedback GMT received from its bank
financiers prior to the date of this Notice
of Meeting in relation to the consent and
amendment requests. It is, however, possible
that this condition is not satisfied or may
be granted subject to conditions that are
unsatisfactory to the parties.
FURTHER
INFORMATION
ABOUT THE
INTERNALISATION
+The Implementation Deed may be terminated
if the conditions are not met by 26 August
2024, if GNZ or Goodman Group suffer an
insolvency event, if GNZ or Goodman Group
is in material breach of the Implementation
Deed or if the Supervisor is directed to do so
by the necessary resolution of Unitholders
under the Trust Deed, with the result that
even if the Internalisation Proposal is
approved by Unitholders, implementation of
the Internalisation Proposal will not occur.
+The Implementation Deed contemplates
that, in order to effect the Internalisation,
the parties will enter into and perform their
respective obligations under the following
documents:
— An Agreement for the Termination
of Management Rights and related
documentation providing for
the termination of GNZ’s role as
manager of GMT;
— A Share Sale and Purchase Agreement,
providing for the sale of the shares in
GPSNZ by Goodman Group to GMT
(which will direct that the shares be
transferred to the Shareholder);
— A Shareholding Deed governing the
terms on which the Shareholder will hold
the shares in GPSNZ;
— A Property Assets Sale and Purchase
Agreement and related documentation,
providing for the acquisition by GMT of
Goodman Group’s interests in certain
co-owned investment properties;
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202418

— $250 million (plus GST, if any) for the
surrender and termination of GNZ’s
rights as manager of GMT under the
Trust Deed with effect from settlement
of the Internalisation; and
— $14.7 million (plus GST, if any) in lieu
of any performance fee that may be
payable to GNZ for the period from
1 April 2023 until settlement of the
Internalisation under the terms of the
Trust Deed.
+The payments will constitute a complete
settlement of any present or future claims
that GNZ may have against the Assets of
GMT. However, GNZ will retain its current
rights under the Trust Deed to receive any
base fees accrued, re-imbursement of
expenses, and, as a former manager, the
right to be indemnified out of the Assets for
any claims arising in respect of the period
up to settlement of the Internalisation. The
indemnity does not extend to circumstances
where GNZ has acted fraudulently or
negligently. GNZ will also be released from
all liability in respect of GMT, other than for
liability that cannot be excluded at law and
any liability not known by the Supervisor as at
the date of settlement of the Internalisation.
+None of the Supervisor, or any Independent
Directors of GNZ are aware, to the best of
their knowledge, of the existence of any
actual material claims or potential material
claims against GNZ.
— A Subscription Agreement, documenting
the proposed issuance of new Units
to Goodman Funds Management
Limited, as responsible entity for GIT
through application of the proceeds to
be received by Goodman Group from
the Internalisation;
— A Supplemental Deed, effecting the
amendments to the Trust Deed arising
from the Internalisation approved by
the Supervisor;
— A Co-operation and Services Agreement
for the provision of certain corporate
services by Goodman Group to GPSNZ
and GMT so that the business of GMT is
not disrupted by the Internalisation; and
— A Brand Licence Agreement, granting
GPSNZ a non-exclusive, non-transferable
licence to continue to use the “Goodman”
brand following settlement of the
Internalisation,
(together, the “Transaction Agreements”).
Further information about the Transaction
Agreements and the Internalisation is set
out below.
Termination of management rights
and liability to GNZ
+Under the terms of the Agreement for the
Termination of Management Rights, the
Supervisor (in its capacity as trustee and
supervisor of GMT) will pay to GNZ the
following amounts:
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202419
NZ Post, Highbrook Business Park.
NZ Post is GMT’s largest customer leasing over 130,000 sqm of space within the portfolio, including a design build facility under construction in Albany.

Share Sale and Purchase Agreement,
Shareholding Deed and Shareholder
+The Supervisor will direct that, in order to
meet the requirements of the Act and in
accordance with its power to do so under
the Share Sale and Purchase Agreement,
on settlement of the Internalisation,
Goodman Limited (as a member of
Goodman Group) transfers all of the
shares in GPSNZ to the Shareholder.
+GPSNZ, the shares of which will be held by
the Shareholder but effectively controlled
by Unitholders, will be appointed manager of
GMT by vote of Unitholders at the Meeting
(subject to settlement of the Internalisation).
+The Shareholder will hold all of the shares in
GPSNZ in accordance with the terms of the
Shareholding Deed, including the following
principal terms:
— The Shareholder will deal with and vote
(except in respect of procedural or
administrative matters) the shares in
GPSNZ and exercise its other rights as
shareholder of GPSNZ in accordance
with directions from Unitholders given
at a meeting of Unitholders (by way
of Extraordinary Resolution except
in respect of Ordinary Resolutions as
described below).
— The Shareholder will appoint and remove
all directors of GPSNZ, and approve any
change in the remuneration of directors,
solely in accordance with directions
from Unitholders given at a meeting
of Unitholders (by way of Ordinary
Resolution). Director nomination rights and
rotation provisions will be consistent with
applicable Listing Rule provisions.
— All dividends, profits, gains and benefits
received by the Shareholder in respect
of all of the shares in GPSNZ will be paid
to the Supervisor for the benefit of the
Unitholders. However, as GPSNZ will
operate on a “no profit” basis, profits are
not intended to be made and no dividends
are intended to be paid, by GPSNZ.
— The Shareholder has the right to be paid
an establishment fee of $2,500 plus
GST, and an annual fee of $15,000 per
annum (subject to an annual adjustment
in line with the consumer price index
as published by the Reserve Bank
of New Zealand for the year ending
31 December), as set out in a fee
letter, together with reimbursement
and indemnification in respect of its
expenses, costs and liabilities incurred
in acting as shareholder of GPSNZ by
GPSNZ (which will in turn be indemnified
out of the Assets). This remuneration may
be increased by agreement between the
Shareholder and GPSNZ.
FURTHER INFORMATION ABOUT THE INTERNALISATION
— continued
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202420
Over 90% of GMT’s core portfolio has been developed since 2004.

— The Shareholder is also entitled to be
indemnified by GPSNZ (which is in turn
indemnified out of the Assets) in respect
of any liability arising out of any action
taken in connection with its obligations.
— The Shareholder’s appointment will
terminate on the transfer of all of the
shares in GPSNZ to another shareholder
following a direction from Unitholders,
in accordance with the applicable
provisions of the Trust Deed. The
Shareholder may retire at any time by
giving 90 days’ written notice to GPSNZ
and any retirement will only take effect on
the appointment of a new shareholder of
GPSNZ. Any replacement shareholder
must be licenced or authorised to act
in such capacity in compliance with any
applicable laws, including under the Act,
and be independent of the Supervisor.
— Under the Trust Deed (once it is
amended), GPSNZ will be responsible
for approving all amounts payable from
the Assets to the Shareholder or a
replacement shareholder.
+A copy of the Shareholding Deed may be
obtained from GNZ upon request by a
Unitholder at no charge.
Amendments to the Trust Deed
+To reflect the changes arising from the
Internalisation, the Trust Deed will be
amended by way of the Supplemental
Deed to record the replacement of the
manager from GNZ to GPSNZ, to remove the
manager’s management fee entitlements and
to permit the payment of directors’ fees out of
the Assets, together with other consequential
amendments, including the reimbursement of
costs and expenses relating to the operation
of GMT (on a “no profit” basis).
+The amendments will be effected under
clause 27.1(d) of the Trust Deed on the basis
that the Supervisor is satisfied the changes,
which reflect the Internalisation required to
be approved by Unitholders, do not have a
material adverse effect on Unitholders.
+A consolidated copy of the Trust Deed
incorporating all the amendments that are
proposed pursuant to the Supplemental
Deed can be obtained from GNZ upon
request by a Unitholder at no charge and is
also available at https://nz.goodman.com/
about-goodman/corporate-governance.
Transfer of interests in certain co-owned
investment properties
+In connection with the Internalisation, it has
been agreed that Goodman Group (via
Penrose Trust) and Goodman Nominee (NZ)
No. 2 Limited will transfer / surrender the
following interests in co-owned New Zealand
properties to GMT:
— registered leasehold estates in respect
of premises at 381-385 Neilson Street,
Penrose, Auckland, which are held by
Goodman Nominee (NZ) No. 2 Limited.
The leasehold estates constitute ground
leases (which are in turn subject to
occupational leases to third party tenants)
which will be transferred to GMT; and
— an unregistered leasehold estate in
respect of premises at 113 Savill Drive,
Ōtāhuhu, Auckland held by Goodman
Nominee (NZ) No. 2 Limited. The
leasehold estate is a ‘development lease’
in respect of undeveloped land within the
wider property which will be surrendered
to GMT (who owns the freehold),
for aggregate consideration of $1.6 million
(plus GST, if any), subject to customary
adjustments. The consideration is based on
the current book value of the assets and is
included in the $17.6 million (plus GST, if any)
figure referred to above. Under existing co-
ownership arrangements, the properties are
held by Goodman Nominee (NZ) No. 2 Limited
on trust for Goodman Property Aggregated
Limited (owned by the Supervisor as part of
GMT) and the Penrose Trust. The Penrose
Trust will transfer / surrender its beneficial
interest in the properties on settlement of
the Internalisation. The terms of the transfer
/ surrender will be recorded in the Property
Assets Sale and Purchase Agreement and
related documentation.
FURTHER INFORMATION ABOUT THE INTERNALISATION
— continued
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202421

Ongoing support from Goodman Group
+For a period of up to 10 years following
settlement of the Internalisation (provided
that Goodman Group continues to hold at
least 10% of the Units in the GMT and that
it remains reasonably able to perform the
relevant activities), Goodman Group will
provide certain investment management,
information technology, insurance, human
resources, marketing, treasury and risk
services to GPSNZ and GMT pursuant to
the terms of the Co-operation and Services
Agreement. The services will be consistent
with practice in the 12 months immediately
prior to the settlement of the Internalisation
and otherwise consistent with the standards
for the same services provided by Goodman
Group to its regional businesses. GMT may
exercise an option to extend the term of the
arrangement for a further term of five years.
+The cost to GPSNZ and GMT for
these services is included in the overall
consideration payable to Goodman Group
in connection with the Internalisation.
Consequently, the ongoing cost to GPSNZ
and GMT is limited to any third party costs
incurred by Goodman Group on behalf of
GMT in connection with the services, which
will be passed through on a cost recovery
basis only. Goodman Group will not charge
any additional amounts or recover its direct
internal costs for the services, provided that
those costs do not increase materially or
unless any new cost or overhead is required
to be incurred. GPSNZ may require an
independent audit of costs. If internal costs
are charged by Goodman Group, the costs
would be funded out of the Assets or GMT
may decide to undertake the activity itself or
procure the service from a third party.
+GPSNZ may terminate the Co-operation
and Services Agreement on six months’
written notice at any time. If Goodman Group
decides to terminate the services once it
holds less than 10% of the Units in GMT, it
must give six months’ notice and GPSNZ is
entitled to reimbursement of a portion of the
payment for services it made on settlement
of the Internalisation based on the period
of the initial term remaining at the time the
agreement is terminated. Each party may
also terminate the arrangements described
above in other customary circumstances,
including in the event of serious or
unremedied breach.
+Goodman Group will also grant GPSNZ
and GMT a non-exclusive, non-transferable
licence to continue to use the “Goodman”
brand for so long as Goodman Group holds
at least 10% of the Units in GMT. The terms
of the licence are documented in the Brand
Licence Agreement. There will be no ongoing
fee payable for use of the Goodman brand
under the Brand Licence Agreement.
+In using the Goodman brand, GPSNZ and
GMT will be required to follow Goodman
Group brand guidelines and Goodman Group
may terminate the licence in customary
circumstances, including in the event of
serious or unremedied breach. There will be a
two-month transition period to cease using the
brand once GMT is no longer entitled to do so.
FURTHER INFORMATION ABOUT THE INTERNALISATION
— continued
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202422
Highbrook Business Park adjoins the Tāmaki River and provides almost 500,000 sqm of high-quality warehouse and logistics space.

Management of GMT and the new manager
+On settlement of the Internalisation, GNZ will
cease to hold office as the manager of GMT,
and GPSNZ will become the manager of GMT.
+The current Directors of GNZ will be
appointed as the initial directors of
GPSNZ and, following settlement of the
Internalisation, all future appointments of
directors of GPSNZ, including non-executive
directors, will be made by the Shareholder
at the direction of Unitholders by Ordinary
Resolution. The Independent Directors are
satisfied that, on their appointment to the
board of GPSNZ, they will be independent
directors in terms of the Listing Rules.
+As referred to above, if the Internalisation is
approved by Unitholders, the Trust Deed will
be amended to (among other things) provide
for the reimbursement of directors’ fees
payable to the directors of GPSNZ from the
Assets in an amount equal to the directors’
fees currently paid to the Directors by GNZ.
+The aggregate amount presently payable
to directors by GNZ is approximately
$550,000 plus GST (if any) per annum.
This is divided as follows:
— David Gibson, as Independent Director
and Deputy Chair, is paid a director fee of
$150,000 per annum (plus GST, if any).
— Laurissa Cooney, as Independent
Director and chair of GNZ’s Audit
Committee, is paid a director fee of
$125,000 per annum (plus GST, if any).
FURTHER INFORMATION ABOUT THE INTERNALISATION
— continued
— Each of Keith Smith and Leonie Freeman
is paid a director fee of $100,000 per
annum (plus GST, if any).
— There is a discretionary pool of $75,000
from which Independent Directors are
paid $500 per hour for time spent in
relation any ad-hoc committees, such
as a due diligence committee or the
committee convened to consider the
Internalisation Proposal.
+Neither Gregory Goodman (as a Director)
nor John Dakin (as Chair) receive any
remuneration by way of directors’ fees from
GNZ. They are instead remunerated by way
of salary paid by Goodman Group for their
executive roles.
+If the Internalisation is approved, the directors
of GNZ will act as Directors of the new
manager, GPSNZ, and will receive equivalent
remuneration.
+Any increase in the amount of Directors’
fees would require Unitholder approval by an
Ordinary Resolution under Listing Rule 2.11.
+If the Internalisation is approved, an additional
board committee, being a Remuneration
Committee, will be constituted as a standing
committee of the board of GPSNZ. This
function is currently not required by GNZ, as
GNZ matters are governed within the remit of
the equivalent Goodman Group committee.
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202423

FURTHER INFORMATION ABOUT THE INTERNALISATION
— continued
+Notwithstanding that, following approval
by Unitholders and settlement of the
Internalisation, each Director would, in their
capacity as a director of GPSNZ, be subject
to a three year term under the Listing Rules,
the Independent Directors (in their capacity
as directors of GPSNZ) will continue to be
subject to the existing GNZ director rotation
calendar. Gregory Goodman and John Dakin,
as non-executive directors, will be subject
to re-election in 2025. A summary of these
arrangements is set out in the table alongside.
+None of GPSNZ or any of its directors
have been adjudged bankrupt or insolvent,
convicted of any crime involving dishonesty,
prohibited from acting as a director
of a company, or placed in statutory
management, voluntary administration,
liquidation or receivership.
Other consequences of Internalisation
+In practical terms, the management structure
of GMT is not expected to change following
settlement of the Internalisation as the existing
executives and other personnel of GMT,
who are already employed by GPSNZ, are
expected to continue in their current roles.
+Unitholder interests will not change. Other
than pursuant to the placement of new Units
to Goodman Funds Management Limited, as
responsible entity for GIT described above,
no new Units will be issued, and no Units will
be cancelled, as a result of the Internalisation.
+The non-recurring transaction costs
(including the Independent Appraiser’s
fee, share registry expenses, legal fees,
accounting and tax advice fees, financial
adviser fees, printing costs and postage costs)
related to evaluating and putting forward
the Internalisation Proposal to Unitholders
are estimated to amount to an aggregate of
approximately $7.4 million, assuming the
Internalisation proceeds. These costs have
been taken into account in the Independent
Appraisal Report. Under the Trust Deed, such
costs will be met out of the Assets.
DIRECTOR CLASSIFICATION EXPIRY OF TERM
David Gibson Independent Director The date of the annual meeting
of Unitholders in 2024
Laurissa Cooney Independent Director The date of the annual meeting
of Unitholders in 2024
Leonie Freeman Independent Director The date of the annual meeting
of Unitholders in 2024
Keith Smith Independent Director The date of the annual meeting
of Unitholders in 2025
4

Gregory Goodman Non-executive Director The date of the annual meeting
of Unitholders in 2025
John Dakin Non-executive Director The date of the annual meeting
of Unitholders in 2025
4
As previously communicated to the market, Keith Smith intends to retire from his position
as director prior to expiry of his term in 2025.
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202424
Value add properties and development land make up around 15% of GMT’s $4.5 billion portfolio.
The cost to complete this future development pipeline is estimated to be over $1 billion.

Interested Persons
+Following settlement of the Internalisation,
each of the Supervisor, GPSNZ and its
directors will be entitled to remuneration for
services provided in respect of the operation
of GMT, and/or to recover expenses, in
respect of GMT out of the Assets.
+As described above, the Shareholder will also
be paid an annual fee and will be reimbursed
for its expenses, costs and liabilities incurred
in acting as shareholder of GPSNZ by GPSNZ
(which is in turn indemnified for those amounts
out of the Assets).
FURTHER INFORMATION ABOUT THE INTERNALISATION
— continued
+The nature of the services or expenses and
whether or not the amount of remuneration
or expenses is limited and, if so, the limits
are set out below in respect of each of the
Supervisor, GPSNZ, its directors and the
Shareholder:
— The Supervisor’s role is to supervise the
administration and management of GMT
in accordance with the Trust Deed, and
to monitor GPSNZ’s compliance with
its duties and responsibilities under the
Trust Deed. For undertaking its duties,
the Supervisor is entitled to be paid
fees for its services out of the Assets, as
agreed in writing between the Supervisor
and GPSNZ. In addition, the Supervisor
is entitled to be reimbursed and
indemnified in accordance with the Trust
Deed in respect of its costs, charges and
expenses incurred in acting as supervisor
of GMT. There is no limit on the amount
of reimbursement of costs which may be
provided to the Supervisor.
— GPSNZ, as manager of GMT, will have
responsibility for management of GMT in
accordance with the Trust Deed. GPSNZ
will not be entitled to any fee in the
nature of remuneration for its services,
but will be entitled to be reimbursed
and indemnified in accordance with
the Trust Deed in respect of its costs,
charges and expenses incurred in acting
as manager of GMT, including to enable
GPSNZ to carry on business and to pay
any amounts payable to the Shareholder
for its services as shareholder of
GPSNZ. There is no limit on the amount
of reimbursement of costs which may
be provided to GPSNZ in accordance
with the Trust Deed. However, under the
Trust Deed, GPSNZ will be obliged to
use its reasonable endeavours to ensure
that the operation of GMT is carried on
and conducted in a proper and efficient
manner and that the Assets are properly
managed and supervised. In accordance
with the terms of the Trust Deed, GPSNZ
will be obliged to refund amounts
received or account for profits to the
extent it holds money that is surplus to its
requirements to operate its business.
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202425

— The directors of GPSNZ will be entitled
to directors’ fees in respect of their
acting as directors of GPSNZ, and to the
reimbursement of expenses incurred in
connection with their performance of that
role. These fees will be equivalent to the
current directors’ fees paid to directors
of GNZ (but which are borne by GNZ
and not GMT). Any increase in those
directors’ fees is required to be approved
by Unitholders by Ordinary Resolution in
accordance with the Listing Rules.
— The Shareholder will hold the shares in
GPSNZ for the benefit of the Unitholders.
The Shareholder is to act on the direction
of Unitholders (by Ordinary Resolution)
with regard to the appointment and
removal of the directors of GPSNZ and
on any voting or dealing in shares in
GPSNZ (except in respect of procedural
or administrative matters) or the exercise
of any other rights as shareholder of
GPSNZ. The Shareholder will be paid
for its services as described above.
The Shareholder will be entitled to be
reimbursed and indemnified in respect of
its expenses, costs and liabilities incurred
in acting as shareholder of GPSNZ by
GPSNZ (which will in turn be indemnified
out of the Assets). There is no limit on the
amount of reimbursement of costs which
may be provided to the Shareholder. In
accordance with the Shareholding Deed,
the Shareholder will pay all profits, gains
and benefits received by it in respect
of its holding of the shares in excess of
amounts payable as remuneration or
reimbursement, as described above,
to the Supervisor for the benefit
of Unitholders.
+The Supervisor and GPSNZ will each have
a material interest in the Trust Deed, being
a contract entered into in respect of GMT
that is material to both the Supervisor and
GPSNZ. The Supervisor and GPSNZ will each
be parties to the Trust Deed, which governs
the operation and management of GMT.
+GPSNZ will have a material interest in the
Shareholding Deed, which will record the
terms for the holding by the Shareholder of
the shares in GPSNZ and will be a contract
entered into in respect of GMT that is
material to GPSNZ.
Following its review and consideration
of the Transaction Agreements, the
Supervisor has agreed to give effect to the
Internalisation Proposal as proposed by
the Transaction Agreements if resolutions
1, 2 and 3 are approved by the requisite
majority of Unitholders at the Meeting.
FURTHER INFORMATION ABOUT THE INTERNALISATION
— continued
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202426
Hyper chargers for electric vehicles are part of the public amenity provided at GMT’s
Highbrook and M20 Business Parks.

INTERNALISATION STRUCTURE DIAGRAMS
PART A : GMT STRUCTURE BEFORE INTERNALISATION
PART B: GMT STRUCTURE AFTER INTERNALISATION
Goodman Logistics
(HK) Limited
Goodman Logistics
(HK) Limited
Goodman Property Trust
(“GMT”)
Goodman Property Trust
(“GMT”)
Goodman
Property Services
(NZ) Limited
Goodman
Property Services
(NZ) Limited
Goodman
Industrial Trust
Goodman
Industrial Trust
Shareholder
(Public Trust)
other GMT
Unitholders
other GMT
Unitholders
Goodman
Limited
Goodman
Limited
Goodman (NZ)
Limited
Goodman (NZ)
Limited
25.2%
31.8%
100%100%
100%
100% s h a re s
Power to direct
(not shares)
74 . 8 %
68.2%
Manager of GMT
Manager of GMT
Units
Goodman Group (“GMG”) (securities stapled)
Goodman Group (“GMG”) (securities stapled)
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202427

GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202428

SCHEDULES
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202429
SCHEDULE 1
GLOSSARY 30
SCHEDULE 2
NZX WAIVERS 32
SCHEDULE 3
INDEPENDENT
APPRAISAL REPORT 34
SCHEDULE 4
LETTER FROM COVENANT
TRUSTEE SERVICES LIMITED 74
DIRECTORY 75
CONTENTS

GLOSSARY
“Ac t ” means the Financial Markets Conduct Act 2013.
“Agreement for the Termination of Management Rights” means the agreement dated
26 February 2024 providing for the termination of GNZ’s management rights in GMT with effect
from settlement of the Internalisation between Goodman Limited, GNZ and the Supervisor.
“As s e t s” means the property, rights and assets of GMT.
“Associated Person” has the meaning given to that term in Part A – Definitions of the Listing Rules.
“Brand Licence Agreement” means the brand licence agreement granting GPSNZ a non-exclusive,
non-transferable licence to use the “Goodman” brand following settlement of the Internalisation between
Goodman Limited and GPSNZ.
“Co-operation and Services Agreement” means the co-operation and services agreement dated
26 February 2024 for the provision of certain corporate services to GMT following settlement of the
Internalisation to be entered into between Goodman Limited and GPSNZ.
“Directors” means the Independent Directors, John Dakin and Gregory Goodman, being all of the
current directors of GNZ.
“Extraordinary Resolution” means a resolution approved by Unitholders holding Units with a combined
value of no less than 75% of the value of the Units of GMT held by those persons who are entitled to vote
and vote on the question.
“ FM A” means the Financial Markets Authority.
“GIT” means Goodman Industrial Trust.
“GMT” means Goodman Property Trust.
“GNZ” means Goodman (NZ) Limited, the current manager of GMT.
“GPSNZ” means Goodman Property Services (NZ) Limited.
“Goodman Group” means Goodman Limited, Goodman Funds Management Limited as responsible
entity for GIT, Goodman Logistics (HK) Limited and each of their respective related entities, operating
together as a stapled group.
“Implementation Deed” means the implementation deed dated 26 February 2024 relating
to implementation of the Implementation Proposal between Goodman Limited, GNZ and the Supervisor
(acting on behalf of GMT solely in its capacity as supervisor and trustee of GMT).
“Independent Appraisal Report” means the independent appraisal report from the Independent
Appraiser included in this Notice of Meeting at Schedule 3, as required by the Listing Rules.
“Independent Appraiser” means Deloitte.
“Independent Directors” means David Gibson, Keith Smith, Laurissa Cooney and Leonie Freeman, the
independent directors of GNZ.
“Internalisation” means the internalisation of the rights to manage GMT currently held by GNZ via the
termination of those rights and the appointment of GPSNZ to manage GMT, as well as the other
transactions described in the Explanatory Notes to this Notice of Meeting.
“Internalisation Proposal” means the proposal for Internalisation to occur.
SCHEDULE 1
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202430

“Listing Rules” means the NZX Listing Rules.
“Meeting” means the special meeting of Unitholders to be held with a hybrid format online and at the
Park Hyatt Hotel, 99 Halsey Street, Auckland 1010 on 26 March 2024, commencing at 10:00 am,
and any adjournment thereof.
“Notice of Meeting” means this Notice of Special Meeting dated 26 February 2024.
“NZX” means NZX Limited.
“Ordinary Resolution” means a resolution of Unitholders approved by a simple majority of the votes
cast by those persons who are entitled to vote and vote on the question.
“Property Assets Sale and Purchase Agreement” means the agreement for the transfer / surrender
of Goodman Group’s interests in certain co-owned investment properties dated 26 February 2024
between Goodman Nominee (NZ) No. 2 Limited, Goodman Nominee (NZ) Limited, Goodman Property
Aggregated Limited and Tallina Pty Limited.
“Registrar” means Computershare Investor Services Limited.
“Share Sale and Purchase Agreement” means the agreement for the transfer of the shares in GPSNZ
dated 26 February 2024 between Goodman Limited and the Supervisor (acting on behalf of GMT solely
in its capacity as trustee and supervisor of, GMT).
“Shareholder” means the party which, on settlement of the Internalisation, will hold the shares in GPSNZ
for the benefit of Unitholders which will initially be GMT Shareholder Nominee Limited (a wholly-owned
subsidiary of Public Trust).
“Shareholding Deed” means the deed governing the Shareholder’s ownership of the shares in GPSNZ,
to be entered between the Supervisor, GPSNZ and the Shareholder.
“Subscription Agreement” means the agreement for the issue of new Units dated 26 February 2024
between GPSNZ and Goodman Funds Management Limited, as responsible entity for GIT.
“Supervisor” means Covenant Trustee Services Limited.
“Supplemental Deed” means the supplemental deed effecting the amendments to the Trust Deed
arising from the Internalisation to be entered into between GNZ, GPSNZ and the Supervisor (acting on
behalf of GMT solely in its capacity as trustee and supervisor of, GMT).
“Transaction Agreements” means the list of agreements set out on p a ge 18 of this document,
under the heading “Documentation and steps to bring the Internalisation into effect”.
“Trust Deed” means the trust deed dated 23 April 1999, as amended and restated on 28 May 2020,
and as further amended from time to time, under which GMT is established.
“Unitholder” means the holder of a Unit.
“Unit” means an undivided interest in GMT.
“V WAP” means the volume-weighted average price of trading on the NZX.
References to $ or money in this Notice of Meeting are to New Zealand dollars unless expressly
stated otherwise.
GLOSSARY
— continued
SCHEDULE 1
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202431

SCHEDULE 2
NZX WAIVERS
1. NZX Regulation Limited (NZ RegCo) has granted GMT a waiver from Listing Rule 2.10.1 to allow
the Independent Directors to vote on any resolution necessary to consider, progress or give effect
to the Internalisation Proposal and be counted in the quorum of any meeting of the GNZ’s Board
for the consideration of such matters on the following conditions:
(a) The Independent Directors are only permitted to vote on such resolutions as are necessary to:
(i) put the Internalisation Proposal before a meeting of Unitholders; and
(ii) give effect to the Internalisation if the Internalisation has been approved by Unitholders;
(b) The waiver will only apply to any Director who is considered to be “interested” within the
meaning assigned to that term in section 139 of the Companies Act 1993, where that person
is “interested” in the Internalisation Proposal solely because that person is a Director and/or a
director of a related company of GNZ, but for no other reason; and
(c) The Notice of Meeting discloses GMT’s reliance on this waiver.
2. NZ RegCo has granted GMT a waiver from Rule 2.11.1 so that the Directors after completion of
the Internalisation may be paid remuneration out of GMT at the same level currently paid by GNZ,
without seeking separate Unitholder approval under Listing Rule 2.11.1 on the following conditions:
(a) Unitholders approve the Internalisation Proposal by Ordinary Resolution in accordance with
Listing Rule 5.2.1;
(b) The Notice of Meeting discloses:
(i) the quantum of the Directors’ current remuneration;
(ii) the fact that GMT will bear the costs of Directors’ remuneration for the new manager,
GPSNZ, going forward if the Internalisation is approved; and
(iii) that any increase to the existing level of Directors’ remuneration following settlement of
the Internalisation Proposal will need to be approved by Unitholders in accordance with
Listing Rule 2.11.1,
(c) The existence and effect of this waiver decision is disclosed in the Notice of Meeting;
(d) Any increase to the existing level of Directors’ remuneration is approved by Unitholders in
accordance with Rule 2.11.1; and
(e) NZ RegCo has an opportunity to review and approve the Notice of Meeting.
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202432

GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202433
GMT’s urban logistics portfolio is exclusively invested in
the Auckland industrial market and provides its 215+
customers with essential supply chain infrastructure.

Independent
Appraisal
Report
on the Proposed Internalisation
of the management of the Trust
FEBRUARY 2024
SCHEDULE 3
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202434

1.0 Contents
2.0 Executive Summary 37
2.1 Introduction 37
2.2 Proposed Internalisation 37
2.3 Regulatory Requirements 38
2.4 Purpose of this Report 38
2.5 Basis of Assessment
and Evaluation 38
2.6 Our conclusion 39
2.7 Declaration 40
3.0 Overview of the
Property Fund Sector 41
3.1 Industry Overview 41
3.2 Key Metrics 41
3.3 S cale 42
3.4 Property Mix 42
3.5 WALT and Lease Expiry 42
3.6 Gearing 42
3.7 Property Management Structures 42
3.8 External Management Fees 43
4.0 Overview of GMT 45
4.1 Background 45
4.2 Portfolio 45
4.3 Capital Structure and Ownership 46
4.4 Financial Statements 47
5.0 Overview of the Manager 49
5.1 Background 49
5.2 Role of the Manager 49
5.3 Fund Management Fees 49
5.4 Property Management
and Development Fees 50
5.5 Term of the Management Rights 50
5.6 Manager Financials 51
6.0 Proposed Internalisation 52
6.1 Proposed Internalisation 52
6.2 Alternatives to Internalisation 52
7.0 Value of the
Management Rights 54
7.1 Introduction and Methodology 54
7.2 Fair Market Value
of Management Rights 55
7.3 Value of Internalisation
to the Trust 60
7.4 Valuation Conclusions 63
8.0 Other Internalisation
Considerations 64
8.1 Financial 64
8.2 Other Benefits
of Internalisation 66
9.0 Conclusions 68
9.1 Fairness of the
Proposed Internalisation 68
10.0 Information, Disclaimer
and Indemnity 70
10.1 Sources of Information 70
10.2 Reliance on Information 71
10.3 Disclaimer 71
10.4 Indemnity 71
11.0 Qualifications, Independence
and Consent 72
11.1 Qualifications and Expertise 72
11.2 Independence 72
11.3 Consent 72
SCHEDULE 3
INDEPENDENT APPRAISAL REPORT
— continued
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202435

SCHEDULE 3
INDEPENDENT APPRAISAL REPORT
— continued
Abbreviations and Definitions
$New Zealand dollars
AFFOAdjusted funds from operations
ASXAustralian Securities Exchange operated by ASX Limited
CAPMCapital Asset Pricing Model
CDIsCHESS Depositary Interests
DCFDiscounted cash flow
EBITEarnings before interest and tax
EBITDAEarnings before interest, tax, depreciation and amortisation
EVEnterprise value, being the ungeared value of a business
Explanatory Notes The explanatory notes to Unitholders regarding the Internalisation
included in the Notice of Meeting
FUMFunds under management
FYFinancial year ending 31 March (in relation to GMT)
or 30 June (in relation to the Manager)
GFMLGoodman Funds Management Limited, responsible entity for GIT
GITGoodman Industrial Trust, for which GFML is the responsible entity
GLGoodman Limited
GLHKGoodman Logistics (HK) Limited
GMGGoodman Group, being GL, GIT and GLHK trading on the ASX
as a stapled entity
GMTGoodman Property Trust
GNZGoodman (NZ) Limited, Manager of GMT
GPSNZGoodman Property Services (NZ) Limited
Gross Value of Trust FundHas the meaning given to that term in the Trust Deed, being
effectively the assessed market value of the Trust’s investments
plus cash (commonly referred to as FUM)
IARIndependent Appraisal Report
IBCIndependent Board Committee of GNZ comprising the
Independent Directors
Independent DirectorsDavid Gibson, Laurissa Cooney, Leonie Freeman, and Keith Smith,
the independent directors of the Manager
Listing RulesThe NZX Listing Rules
LPVListed property vehicle
Management RightsGNZ’s right to act as fund manager for the Trust under the Trust Deed
ManagerGNZ
Notice of MeetingThe notice of a special meeting of Unitholders regarding the
Proposed Internalisation
N TANet tangible assets
NZXNew Zealand Stock Exchange operated by NZX Limited
NZX Main BoardThe main board equity securities market operated by NZX Limited
Proposed InternalisationThe potential internalisation of GNZ’s Management Rights on behalf
of the Unitholders, as described in the Notice of Meeting and the
Explanatory Notes
Tr u s tGMT
Trust DeedThe Trust Deed, under which the Trust is established
Tr u s t e eCovenant Trustee Services Limited
UnitAn undivided part or share in GMT’s trust fund
UnitholdersThe holder of a Unit
V WAPVolume weighted average price
WACCWeighted average cost of capital
W A LTWeighted average lease term
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SCHEDULE 3
INDEPENDENT APPRAISAL REPORT
— continued
2.0 Executive Summary
2.1 Introduction
Goodman Property Trust (GMT or the Tr u s t) is a unit trust investing in real estate, listed on the
New Zealand Stock Exchange (NZX). The day-to-day operations of the Trust are managed through
Goodman (NZ) Limited (GNZ or the Manager), a wholly owned subsidiary of Goodman Limited (GL),
which is one of three stapled entities that make up ASX listed Goodman Group (GMG). Goodman
Property Services (NZ) Limited (GPSNZ), a wholly owned subsidiary of GL, holds all employment
contracts. It acts as property manager for properties owned and co-owned by GMT and provides
investment management services to GNZ.
The Trust’s assets are held on behalf of GMT unitholders (the Unitholders) by Covenant Trustee
Services Limited (the Tr u s t e e). The Trustee is responsible for ensuring that the operations of GMT
are managed in accordance with the terms of the Unit Trust Deed as amended and restated on
28 May 2020 (the Trust Deed).
An Independent Board Committee (IBC) comprising the Independent Directors was established to
consider and negotiate with GMG the potential internalisation of the Management Rights on behalf of
the Unitholders (the Proposed Internalisation).
As part of the process, the IBC have appointed Deloitte to prepare an Independent Appraisal Report
(IAR) for the benefit of the Unitholders. The purpose of the IAR is to assist the Unitholders’ decision on
whether to approve the Proposed Internalisation. Deloitte has also been asked to provide our opinion
as to the fairness of the issue of units to Goodman Funds Management Limited (GFML), as responsible
entity for Goodman Industrial Trust (GIT), which is required to utilise the total proceeds received by GMG
to subscribe for new units in GMT as part of settling the Proposed Internalisation.
2.2 Proposed Internalisation
The Proposed Internalisation will result in cost savings for the Trust going forward, being the difference
between the fees and expenses paid to GNZ and GPSNZ under the current arrangements and the
underlying cost of performing the management functions (i.e. the Trust will essentially save the profits
otherwise earned by GNZ and GPSNZ).
As consideration for foregoing these future profits, the IBC have negotiated with GMG a proposal
whereby GMT would acquire GPSNZ and effectively internalise the management function performed
by GNZ by making total payments of $290.0 million to GMG or its subsidiaries, comprising:
i. termination payments of totalling $272.4 million for the relinquishment of GNZ’s Management Rights.
This includes consideration for various services and co-operation arrangements from GMG;
ii. payments totalling $2.9 million to acquire GMG’s interest in co-owned New Zealand investment
properties and the net tangible assets of GPSNZ; and
iii. a payment of $14.7 million for the FY24 performance fee, which is the maximum payable for FY24
and is in full and final settlement of any performance fee obligations under the Trust Deed.
Looking through the various flows of funds, the Trust will ultimately settle these payments in cash to be
used by GIT to subscribe for GMT Units. The issue price of $2.14 has been determined on the basis on the
higher of the net tangible assets (N TA) per Unit (taking account of preliminary 31 March 2024 valuations
of GMT’s properties) and the 5-day volume weighted average price (V WAP) ending on 20 February 2024.
A significant portion of the termination payment is expected to be tax deductible to the Trust. When
the expected benefit of tax deductibility is considered, the net payment for the relinquishment of the
Management Rights is $199.3 million.
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SCHEDULE 3
INDEPENDENT APPRAISAL REPORT
— continued
2.3 Regulatory Requirements
The nature of the relationship between GMT and GNZ means the Proposed Internalisation may
constitute a ‘material transaction with a related party’ under the NZX Listing Rules (the Listing Rules).
Under Rule 5.2.1 of the Listing Rules, and using the terms defined therein, GMT must not enter a material
transaction with a related party unless that transaction is approved at a meeting of Unitholders by an
Ordinary Resolution.
Listing Rule 7.8.8 (b) requires that a notice of meeting to consider the Ordinary Resolution for the
purposes of Rule 5.2.1 must be accompanied by an IAR, prepared by an independent appropriately
qualified person previously approved by the NZX.
Under Listing Rule 7.10.2, the IAR must be addressed to the Independent Directors of GNZ and
expressed for the benefit of the Unitholders of GMT who are not associated with the related parties.
In addition to the IAR potentially being required for the purposes of Listing Rules 5.2.1 and 7.8.8(b), the
IAR needs to be provided for the purposes of Listing Rule 7.8.5(b) (issue of securities to an Associated
Person of a Director). This is because Greg Goodman (as a director of GNZ) is both a “Director” for the
purposes of the Listing Rules and a director of GFML. This means that GFML, as the responsible entity
of GIT (and subscriber for Units), is an Associated Person of a Director.
Accordingly, the IBC have requested Deloitte prepare an IAR stating whether the consideration and
the terms and conditions of the Proposed Internalisation are fair to the Unitholders not associated with
GMG pursuant to Listing Rule 7.10.2 as well as whether the issue of Units to GIT is fair to Unitholders
not associated with GIT pursuant to Listing Rule 7.8.5(b) (the Non-associated Unitholders).
Deloitte has been approved by NZX Regulation Limited to prepare the IAR.
2.4 Purpose of this Report
Deloitte issues this IAR to the Independent Directors to assist and for the benefit of the Non-associated
Unitholders in forming their own opinion on whether to vote in favour of or against the resolutions relating
to the Proposed Internalisation.
We note that each Unitholder’s circumstances and objectives are unique. It is not possible to report on
the fairness of the Proposed Internalisation in relation to each Unitholder. This IAR is therefore necessarily
general in nature.
Voting for or against the resolutions in respect of the Proposed Internalisation is a matter for individual
Unitholders based on their own views of the proposal. Unitholders should consult their own professional
advisors if appropriate.
This IAR is not to be used for any other purpose without Deloitte’s prior written consent.
2.5 Basis of Assessment and Evaluation
Listing Rule 7.10.2 requires the IAR to consider the “fairness” of a transaction or proposal. The term “fair”
has no legal definition in New Zealand either in the Listing Rules or in any statute dealing with securities or
commercial law. Furthermore, overseas regulations provide minimal guidance in respect of how fairness
should be determined in the context of a material transaction with a related party.
For the purpose of this IAR, we have assessed the fairness of the Proposed Internalisation by considering:
+the fair market value of the Management Rights;
+the value of the Proposed Internalisation to the Trust; and
+other financial and non-financial impacts of the Proposed Internalisation.
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SCHEDULE 3
INDEPENDENT APPRAISAL REPORT
— continued
2.6 Our conclusion
In Deloitte’s opinion the Proposed Internalisation is fair to the Unitholders not associated
with Goodman Group.
The basis for our opinion is set out in more detail in Sections 7– 9 of this report. In summary, the key
factors we have considered in forming our opinion are:
+taking into account risk factors that are faced by external owners of property fund management
rights, we assess the fair market value of the Management Rights to be in the range of $268 million to
$315 million. The proposed net termination payment of $272.4 million is within Deloitte’s fair market
valuation range, and is therefore fair to Unitholders (i.e. Unitholders are not paying more than third
party buyers would be expected to pay);
+we assess the value of the Proposed Internalisation to the Trust (i.e. the discounted present value
of the forecast future cash savings) to be in the vicinity of $390 million to $432 million, on a post-
tax basis. This value is only available to the Trust. It does not reflect the fair market value of the
Management Rights as it does not incorporate all of the risk factors mentioned above;
+the expected after-tax cost of the termination payment ($199.3 million) is materially lower than the
value of the Proposed Internalisation to the Trust ($390 million to $432 million);
+in subsequent years, the Proposed Internalisation should improve GMT’s cash operating earnings
and allow for increased distributions;
+other (non-financial) benefits for Unitholders if the Proposed Internalisation proceeds include that it:
i. removes the potential for conflicts of interest between the Manager and the Unitholders;
ii. provides greater control over the management of the Trust;
iii. allows opportunities to grow earnings through activities such as funds management/
diversification of income streams;
iv. removes a possible impediment to corporate takeover or merger activity/allows for future
corporatisation;
v. removes the risks associated with GMG selling the Management Rights to a third party; and
vi. allows Unitholders to vote on all director appointments, not only Independent Directors.
+there are no negative impacts on the rights of or protections available to Unitholders as a result of the
Proposed Internalisation (whilst it will result in GMG owning more Units in GMT, GMG will not own a
controlling stake).
In Deloitte’s opinion the proposed issuance of units to GIT is fair to Unitholders not associated
with GIT.
The proposed issuance of units to GFML, as responsible entity for GIT, is fair to Unitholders not
associated with GIT. In forming this opinion, we have considered that:
+issue price for the Units is the 5-day VWAP ending on 20 February 2024. Assuming an efficient
market and no material Unit price movements prior to announcement, this price should represent fair
market value, and large but non-controlling placements of Units (for example in a capital raise) are
commonly issued at a discount to fair market value (broadly 3% to 5% based on our experience);
+GMT’s Unit price is currently around its NTA per Unit. On average, over the last three years, GMT
has traded at broadly 1.0x NTA (refer to Section 4.3). The issue price is higher than NTA per Unit
based on preliminary 31 March 2024 valuations, and therefore a higher price than Unitholders might
achieve if GMT’s properties were sold out of the Trust;
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SCHEDULE 3
INDEPENDENT APPRAISAL REPORT
— continued
+at the current marginal cost of debt, the proposed issuance is preferable to funding the Proposed
Internalisation with debt given the impact on earnings (cash operating earnings per unit and AFFO per
unit would be lower if the Proposed Internalisation were debt funded). This is covered in more detail
in Section 8.1. There is also currently less appetite to fund future growth/development through debt
funding and credit markets are difficult to navigate;
+GMT’s last reported gearing of 29% was at the upper end of its preferred range of 20 – 30%.
The proposed issuance will not increase GMT’s gearing;
+when considered in conjunction with the cost savings from the Proposed Internalisation, the
dilutionary impact of the proposed issuance is offset by increased cash operating earnings.
GMT’s distributions (which are set based on a target of 80% - 90% of cash operating earnings,
and currently towards the lower end of the target) should not be impacted. This is covered in more
detail in Section 8.1;
+when considered in conjunction with the cost savings from the Proposed Internalisation, the
dilutionary impact of the proposed issuance is more than offset by increased AFFO earnings. This is
covered in more detail in Section 8.1;
+the transaction terms of the Proposed Internalisation include a co-operation and services
agreement, under which GMT’s management has ongoing access to GMG’s sector expertise and
various relationships (e.g. with capital partners, lenders, etc) at no ongoing cost. As the proposed
issuance results in GMG having more Units, GMG should be more invested in GMT’s success;
+there are no negative impacts on the trading liquidity of the Units as a result of the proposed issuance
(GMT is proposing to issue new Units, rather than GMG purchasing and effectively ‘locking up’
existing Units); and
+there are no negative impacts on the rights of or protections available to Unitholders as a result of
the proposed issuance (whilst it will result in GMG owning more Units in GMT, GMG will not own a
controlling stake).
2 .7 Declaration
Pursuant to Listing Rule 7.10.2 and Listing Rule 7.8.5(b), we state that:
i. In our opinion, the consideration and the terms and conditions of the Proposed Internalisation
and proposed issuance are fair to Unitholders of GMT other than those associated with GMG.
The grounds for this opinion are set out in this report.
ii. We believe that the Unitholders entitled to vote on the resolution in relation to the Proposed
Internalisation will be provided with sufficient information to understand all relevant factors and on
which to make an informed decision.
iii. We confirm that we have been provided with all the information that we believe is needed for the
purposes of preparing this report.
iv. The material assumptions on which our opinion has been based are clearly set out in the body of
this report.
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SCHEDULE 3
INDEPENDENT APPRAISAL REPORT
— continued
3.0 Overview of the Property Fund Sector
3.1 Industry Overview
Listed property vehicles (LPVs) are professionally managed real estate investment vehicles that
allow investors to purchase an equity interest in a portfolio of properties. Currently there are ten NZX
listed LPVs, including GMT, with a range of different property category focuses, corporate structures
and management arrangements (i.e. internally or externally managed). There are also two additional
New Zealand real estate funds, being New Zealand Rural Land Company and Winton Land Limited,
which we do not believe are sufficiently comparable to GMT for purposes of this report.
LPVs provide an opportunity for investors to hold stakes in investment-grade property portfolios, with
professionals maintaining and improving the buildings, retaining tenants and actively managing the
property portfolio and capital structure to maximise risk-adjusted returns.
An investment in an LPV is different to a direct investment in property. The LPV investor has an interest
in a diverse portfolio of properties, as opposed to a single property, and the units or shares can be traded
on the NZX Main Board and therefore have greater liquidity.
Investors evaluate LPVs by reference to the level of cash distributions and movements in share prices,
and by assessing the security of the LPV’s income stream, the quality of the fund’s properties and
tenants, the length of tenant leases, rental yields, appropriateness of the capital structure, the quality of
the management, and the management arrangements (internal or external; fee structures; etc).
The table below provides a summary of entities operating in the New Zealand listed property sector by
their size and sector focus. It shows that majority of the LPVs are internally managed.
Ta b l e 1
LPVS ON THE NZX
TRADING NAMEENTITY TYPEMANAGEMENTMARKET CAP ($m)PRIMARY SECTOR
Goodman Property TrustUnit TrustExternal2,989Industrial
Precinct Properties NZ LtdCompanyInternal1,935Office
Vital Healthcare Property TrustUnit TrustExternal1,428Healthcare Facilities
Kiwi Property Group LimitedCompanyInternal1,345Office/Retail
Property For Industry LimitedCompanyInternal1,122Industrial
Argosy Property LimitedCompanyInternal953Diversified
Stride Property GroupCompanyInternal737Diversified
Investore Property LimitedCompanyExternal413Retail
CDL Investments NZ LimitedCompanyInternal202Residential
Asset Plus LimitedCompanyExternal87Office
Source: Annual Reports, Company announcement and presentations of each LPV, Capital IQ. Market Capitalisation as of
20 Februar y 2024.
3.2 Key Metrics
The table below describes the main measuring criteria for each LPV, which include portfolio size,
weighted average lease term (W A LT), market price relative to NTA, and gearing levels. The mentioned
criteria are critical for both property investors and managers. Typically, managers aim to increase
occupancy, extend the WALT period and maintain a smooth lease expiry profile while simultaneously
enhancing equity returns by using an appropriate level of gearing.
We have excluded CDL Investments New Zealand Limited from our analysis as we consider this to be less
comparable to GMT, and CDL does not disclose a number of the key industry metrics. GMT metrics are
as reported at 30 September 2023.
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SCHEDULE 3
INDEPENDENT APPRAISAL REPORT
— continued
Ta b l e 2
KEY METRICS
TRADING NAME
PORTFOLIO
VA LU E
(NZ$m)
No. OF
PROPERTIES
AV ER AG E
PROPERTY
VA LU E
(NZ$m)
OCCUPANCY
R AT E
WA LT
(YEARS)
PRICE
/ N TA
1
GEARING
Goodman Property Trust4,68515312.399.6%6.40.92x29%
Precinct Properties NZ Ltd3,40012283.399.0%60.89x38%
Vital Healthcare Property Trust3,3164573.798.0%19.40.79x37%
Stride Property Group3,2007045.797.7%6.80.73x27%
Kiwi Property Group Limited3,1009344.498.8%4.10.71x35%
Argosy Property Limited2,1125439.198.4%5.10.74x36%
Property For Industry Limited2,0589322.1100.0%50.78x29%
Investore Property Limited1,0004124.499.2%7.70.69x40%
Asset Plus Limited181290.342.0%6.20.61x19%
1
Price / NTA metrics are at 20 February 2024.
Source: Annual Reports, Company announcement and presentations of each LPV, Capital IQ.
3.3 Scale
The table above provides information on the size of the New Zealand LPVs’ property portfolios. Greater
scale typically provides an entity with advantages such as greater diversity of earnings, a stronger capital
base to fund developments, and better share liquidity and access to capital. GMT is New Zealand’s
largest LPV in terms of portfolio value and market capitalisation.
3.4 Property Mix
The properties owned by LPVs are often classified into four categories: office, industrial, retail, and other
(such as specialist healthcare properties).
Some LPVs have a primary focus on one property category, for example GMT (Industrial), Precinct
Properties (Office), and Property for Industry (Industrial). Others are diversified across a combination of
categories, albeit different combinations and relative focuses.
3.5 WALT and Lease Expiry
One of the key factors that managers of property entities focus on is their portfolio’s lease profile.
Generally, they seek to extend the WALT of the portfolio and smooth the lease expiry profile.
3.6 Gearing
Maintenance of appropriate debt levels and financial risk management policies are key areas of focus for
property entities. Gearing (debt to total assets) of 30% to 40% has become common in the LPV sector.
GMT’s gearing as at 30 September 2023 was 29%.
3 .7 Property Management Structures
There are two types of management structures for New Zealand LPVs: internal and external
management. Internally managed entities undertake the management functions in-house. Externally
managed entities generally have no staff and appoint a third party to undertake the management of the
LPV and its property assets in return for fund and property management fees. The Unit Trusts Act (now
repealed) requirement for a trust to have a manager that is separate the trustee meant that historically
it was common for property trusts to be externally managed. The few LPVs that were initially listed as
companies were often established with external management. However, there has been a trend towards
internalisation in New Zealand, and most New Zealand LPVs are now internally managed.
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SCHEDULE 3
INDEPENDENT APPRAISAL REPORT
— continued
3.8 External Management Fees
The following table summarises the fund management fee structures of New Zealand’s externally
managed property funds. All entities incorporate a base fee and performance fee into their fee structure.
It can be difficult to compare fees between entities due to various other charges that may be added on
top of the fee structure for time in attendance matters and property management services.
Ta b l e 3
MANAGEMENT FEE SCHEDULE
GMTPCT
1
VHPIPLAPL
ManagerGoodman (NZ)
Limited
AMP Haumi
Management
Limited
Northwest Healthcare
Properties
Management Limited
Stride Investment
Management
Limited
Centuria Funds
Management (NZ)
Limited
FUND MANAGEMENT FEES
Base fee0.50% of total
assets (excluding
cash, debtors and
development land)
up to $500m, plus
0.40% thereafter
0.55% of p ro p e r t y
value up to $1,000m,
plus 0.45% between
$1,000m and
$1,500 m , p l u s
0.35% thereafter
0.65% of gross asset
value up to $1,000m,
p l u s 0.55% b e t we e n
$1,000m and
$2,000m, plus 0.45%
between $2,000m
and $3,000m plus
0.40% thereafter
0.55% of p ro p e r t y
value up to $750m,
p l u s 0.45%
thereafter
0.50% of total assets
less cash up to
$500m, plus 0.40%
thereafter
Asset baseTotal assets less
cash, debtors and
development land
Property valueGross asset valueProperty valueTotal assets less cash
Performance
fee
10% o f
outperformance above
the S&P/NZX gross
property index, capped
at 5% of annual
outperformance. Both
outperformance and
underperformance
is carried forward
(in perpetuity)
10% o f
outperformance
above the S&P/
NZX gross property
index, capped at
0.5% of m a r ke t
capitalisation. Both
outperformance and
underperformance is
carried forward
(max two years)
10% of the average
annual increase in net
tangible assets over
the respective financial
year and two preceding
financial years
10% of the actual
increase in shareholder
returns above 10%
and below 15% with
a cap of 0.2% of the
value of investment
properties. Both
outperformance and
underperformance is
carried forward
(max two years)
10% o f
outperformance above
the S&P/NZX gross
property index, capped
at 5% of annual
outperformance. Both
outperformance and
underperformance is
carried forward
(max two years)
Performance
fee benchmark
RelativeRelativeAbsoluteAbsoluteRelative
Performance
fee payment
UnitsCashUnitsCashCash
1
Precinct Properties Limited became internally managed as of 1 April 2021. The fee structure presented reflects the fee
structure under external management prior to this date.
Base fees
Base fund management fees compensate the manager for the costs of managing the entity (i.e. the
corporate functions of an LPV, setting fund strategy, capital structure and financing, etc. but not
property-specific management costs). In the table above, all base fees are determined as a percentage
of the value of total assets or investment properties, with some minor differences such as GMT’s removal
of cash and debtor balances and land.
There are benefits of scale with LPVs (greater diversity of properties and tenants lowers risk; greater
liquidity in security trading; etc.). There are also economies of scale for the fund manager. Therefore, both
investors and the manager benefit when an LPV achieves sufficient scale. Linking the base fees to total
asset values incentivises the manager to achieve this scale.
However, once adequate scale is achieved, it has been argued that the base fees can unduly incentivise
managers to grow the asset base further, whether or not the transactions create value for investors. To
partially address this issue funds have generally adopted lower or tiered base fee structures and added
a performance fee component, as shown in the table above. This better aligns the interests of investors
and the managers.
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SCHEDULE 3
INDEPENDENT APPRAISAL REPORT
— continued
Performance fees
Performance fees are generally based on equity holder returns relative to the performance of the LPV
sector, or absolute shareholder returns (e.g. 10% of total equity holder returns between a set range,
frequently 10% of returns between 10%–15%). Fees that are set relative to the sector index mean a
manager needs to outperform the sector to receive a performance fee but can still receive a performance
fee if sector returns are low in absolute terms.
Performance fees have varying carry forward periods that are designed to mitigate the effects of
property market cycles, and reward managers for sustained performance of the fund, but not unduly
penalise them for long market downturns. Most funds have a carry forward period of two years, noting
that GMT is an exception to this with an indefinite carry forward.
Ta b l e 4
ACTIVITY BASE FEE SCHEDULE
GMTPCT
1
VHPIPLAPL
ManagerGoodman (NZ)
Limited
AMP Haumi
Management
Limited
Northwest Healthcare
Properties
Management Limited
Stride Investment
Management
Limited
Centuria Funds
Management (NZ)
Limited
PROPERTY SERVICES FEES
Property
management fee
(% of gross
annual rental)
1- 3 %Separately agreed1-2 %n/a1.5%
Facilities
management fee
Separately agreedMarket fee$10,000 per
property per annum
n/a
Leasing fees
New customer
(% of gross
annual rental)
13-20% based on
lease term
11-2 0 % b a s e d
on lease term
($2,500 minimum)
11-2 0 % b a s e d
on lease term
($2,500 minimum)
8.0%12-15% based on
lease term
Renewal /
existing
customer
50% of applicable
fee for a new lease
25-75% of applicable
fee for a new lease
50% of applicable
fee for a new lease
8.0%50% of applicable
fee for a new lease
Rent review fees
Market review
(% of rental
increase)
10%10%
($1,000 minimum)
10%
($1,000 minimum)
n/an/a
Fixed / CPI
review
$1,500$1,000$1,000n/an/a
Acquisition
fees
(% of purchase
price)
0 -1%up to 1%1.5%n/a1.0%
Disposal fees
(% of sale price )
0 -1%up to 1%1.0%0.5%n/a
DEVELOPMENT MANAGEMENT FEES
Development
fee
3.5% of project costs3-4% of project
costs based on
project success
4% of committed spend4% of project
costs
3.5% of p ro j e ct
costs
Project
management
fee
Up to 1.5% of
construction costs
(incl. external project
management costs)
1.75-6% of project
costs (excl. external
project management
costs)
2% of committed
spend (lead role) 1%
of committed spend
(oversight)
n/an/a
Pre leasing fee
(% of gross
annual rental)
10%n/an/an/an/a
1
Precinct Properties Limited became internally managed as of 1 April 2021. The fee structure presented reflects the fee
structure under external management prior to this date.
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SCHEDULE 3
INDEPENDENT APPRAISAL REPORT
— continued
Property management and other fees
Managers may charge further fees for a range of property management and other services, including:
+Property and facilities management (normally recoverable from tenants);
+Leasing fees;
+Rent review fees;
+Acquisition and sale fees;
+Development fees; and
+Project management fees.
These additional fees make it difficult to compare the total fees paid to managers. Some additional
services are charged at above market rates, some below market rates, and some LPV managers do
not charge over and above base / performance fees for additional services.
4.0 Overview of GMT
4.1 Background
GMT is an industrial property specialist that operates in the warehouse and logistics space in
New Zealand. GMT has a $4.7b portfolio (as at September 2023) that includes logistics and distribution
centres, warehouses, business parks and data centres.
GMT is an externally managed unit trust listed on the NZX. The Manager of the Trust is GNZ, a subsidiary
of the ASX listed GMG, a specialist global manager of warehouse and logistics real estate and the largest
unitholder of GMT through its investment subsidiaries.
4.2 Portfolio
GMT divides its portfolio of stabilised (developed) investment property into $3.77 billion of ‘core’ estates
(which largely consist of modern, high-quality logistics and industrial properties), and $0.64 billion of
‘value-add’ estates (which generally consist of older properties with redevelopment potential), for a total
value of the stabilised investment property of $4.40 billion.
GMT also has investment property currently under development, which is valued at $0.28 billion, which
consists of both land and ongoing developments. In total, this equates to a total investment property
portfolio value of $4.69 billion. Total investment portfolio includes land and active developments. All
values are as at September 2023.
Ta b l e 5
INVESTMENT PROPERTIES PORTFOLIO SUMMARY
PROPERTIES CUSTOMERS
MARKET VALUE
($m)
RENTABLE AREA
(sqm)
OCCUPANCY
(%)
WA LT
(YEARS)
Core portfolio 3,770.9957,94799.9%6.2
Value-add estates638.5172,76398.0%4.5
Total stabilised portfolio4,409.41,130,71099.6%5.9
Total investment portfolio152174,685.41,194,36299.6%6.4
Note: Total investment portfolio includes land and active developments. GNZ advises that draft reports from independent
valuers indicate that GMT’s portfolio will be valued around $4.5 billion at 31 March 2024.
Source: Management FY24 Interim Report, Capital IQ.
The table above summarises the investment properties portfolio of GMT as at September 2023. GMT
has 217 customers across 15 properties, with a weighted average lease term of 6.4 years and an
occupancy rate of 99.6%.
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SCHEDULE 3
INDEPENDENT APPRAISAL REPORT
— continued
GMT’s customers primarily operate within the industries of logistics and distribution, warehousing and
building/manufacturing. Only 2% of GMT’s customers operate in retail, with 9% operating in other
industries outside the aforementioned.
Figure 1
GMT INDUSTRY WEIGHTING
Source: Management FY24 Interim Report
4.3 Capital Structure and Ownership
As at 30 September 2023, GMT had 1,403.25 million units on issue. Two subsidiaries of Goodman
Group are substantial Unitholders: Goodman Investment Holdings (NZ) Limited (19.8%) and Goodman
Funds Management Limited, as responsible entity for GIT (5.4%). Details on substantial Unitholders
(over 5.0%) are listed below.
Ta b l e 6
SUBSTANTIAL UNITHOLDERS AS AT 30 SEPTEMBER 2023
UNITS (m)% OF TOTAL
Goodman Investment Holdings (NZ) Limited278.119.8%
Accident Compensation Corporation82.35.9%
Goodman Funds Management Limited (as responsible entity for GIT)75.45.4%
Total Substantial Unitholders551.539.3%
Other Unitholders851.860.7%
Total Units on Issue1,403.3100.0%
Source: Deloitte Analysis, Capital IQ
Other 9%
Retail 2%
Commodities warehousing 3%
Other warehousing 3%
Manufacturing %
Building products %
Consumer goods warehousing 6%
Third party logistics & parcel 44%
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SCHEDULE 3
INDEPENDENT APPRAISAL REPORT
— continued
The following graph shows the price of GMT’s Units compared to GMT’s NTA per Unit (over the period
January 2013 to February 2024):
Figure 2
GMT NET TANGIBLE ASSETS AND UNIT PRICE
GMT traded at a discount to NTA from the beginning of the analysis period until mid-2019 where it
traded at a premium. GMT units continued to trade at a premium until early 2021, after which unit price
decreased compared to NTA until the recent revaluation. On average, over the last three years, GMT has
traded at broadly 1.0x NTA.
4.4 Financial Statements
The operating performance of GMT (as represented by operating earnings before other income/
expenses and tax) increased from $114.9 million in FY21 to $126.5 million in FY23, largely driven by an
increase in net property income. Interest cost increased in FY23 (and in the first 6 months of FY24) due
to the higher interest rate environment in New Zealand and abroad.
Ta b l e 7
GMT FINANCIAL PERFORMANCE
$m
12 MONTHS
MAR-21
12 MONTHS
MAR-22
12 MONTHS
MAR-23
6 MONTHS
SEP-23
Property income182.0187.8213.8119.5
Property expenses(29.0)(30.7)(36.8)(19.4)
Net property income153.0157.1177.0100.1
Interest cost(22.5)(20.0)(29.8)(21.7)
Interest income0.20.30.30.3
Net interest cost(22.3)(19.7)(29.5)(21.4)
Administrative expenses(3.0)(3.2)(3.4)(1.8)
Management fees(12.8)(15.9)(17.6)(8.8)
Operating earnings before other income/expenses114.9118. 3126.568.1
Movement in fair value of investment property560.0660.4(237.7)(226.5)
Movement in fair value of financial instruments(12.3)0.8(14.8)5.0
Managers performance expected to be reinvested in units(13.7)(15.7)––
Net profit before tax attributable to Unitholders648.9763.8(126.0)(153.4)
Current tax on operating earnings(19.5)(19.0)(15.4)(6.8)
Current tax on non-operating earnings5.84.4––
Deferred tax(3.5)(0.6)6.0(3.0)
Net profit after tax attributable to Unitholders631.7748.6(135.4)(163.2)
Source: Published Audited Management Annual and Unaudited Interim Reports
NTA/unit
$2.80
$2.40
$2.00
$.60
$.20
$0.80
$0.40
$0.00
0/3
0/50/40/60/70/80/90/200/20/220/230/24
Unit price
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SCHEDULE 3
INDEPENDENT APPRAISAL REPORT
— continued
The recent decrease in net profit before tax attributable to Unitholders was driven by the movement
in fair value of investment properties; there was a significant increase in fair value in FY21 and FY22
followed by a sizeable decrease in FY23 and into FY24.
Ta b l e 8
GMT FINANCIAL POSITION
$mMAR-21MAR-22MAR-23SEP-23
Non-current assets
Investment property3,789.34,773.24,791.24,685.4
Other assets–1.12.82.7
Derivative financial instruments30.330.442.955.3
Total non-current assets3,819.64,804.74,836.94,743.4
Current assets
Debtors and other assets8.95.510.412.6
Derivative financial instruments–0.5––
Cash3.03.66.65.3
Total current assets11.99.617.017.9
To t a l a s s e t s3,831.54,814.34,853.94,761.3
Non-current liabilities
Borrowings730.1917.11,159.11,269.0
Lease liabilities62.362.762.660.3
Derivative financial instruments3.92.510.19.6
Deferred tax liabilities35.436.030.033.0
Total non-current liabilities831.71,018.31,261.81,371.9
Current liabilities
Borrowings–100.0100.0100.0
Creditors and other liabilities25.432.845.149.3
Lease liabilities3.23.33.33.3
Derivative financial instruments––0.5–
Current tax payable2.02.52.51.7
Total current liabilities30.6138.6151.4154.3
Total liabilities862.31,156.91,413.21,526.2
Net assets2,969.23,657.43,440.73,235.1
Source: Published Audited Management Annual and Unaudited Interim Reports
Total assets for GMT largely consist of investment property. Overall, total non-current assets have
increased from $3,819.6 million to $4,743.4 million over the period.
GMT has $100.0 million of retail bonds classified as current borrowings, and $1,269.0 million of non-
current borrowings which consist of various bank facilities, bonds, and notes. Non-current borrowings
have increased steadily from $730.1 million in FY21 to $1,269.0 million.
GMT also has significant non-current lease liabilities ($60.3 million) and deferred tax liabilities
($33.0 million), and current creditors and other liabilities of $49.3 million as at September 2023.
Overall, total liabilities have increased from $862.3 million to $1,526.2 million over the period.
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SCHEDULE 3
INDEPENDENT APPRAISAL REPORT
— continued
5.0 Overview of the Manager
5.1 Background
The Trust’s manager is GNZ, and property management functions are undertaken by employees of
GPSNZ. GPSNZ seconds officers to GNZ to assist directors of GNZ with fund management functions.
Both entities are wholly owned subsidiaries of GL. GL’s shares are stapled to units in GIT and CHESS
Depositary Interests (CDIs) over shares in Goodman Logistics (HK) Limited (GLHK). The shares in
GL, units in GIT and CDIs over ordinary shares in GLHK are quoted as a single security on the ASX as
Goodman Group stapled securities.
5.2 Role of the Manager
GMT is managed by GNZ under the terms of the Trust Deed. The Manager’s responsibilities include:
a) strategic direction of the Trust;
b) portfolio management of the Trust’s assets;
c) property selection and review;
d) negotiation, acquisition and disposal of assets;
e) treasury and funding management;
f) ensuring adherence to financial reporting requirements; and
g) liaising with Unitholders in accordance with the Trust Deed.
GMT pays fees to the Manager for the services it provides. The fees have been previously approved
by Unitholders and are periodically reviewed by the Independent Directors through an industry
benchmarking exercise undertaken by external consultants. Fees paid to the Manager are set out in the
section below.
5.3 Fund Management Fees
The fund management fees comprise a base fee calculated as a percentage of the total assets under
management, and a performance fee based on Unitholder returns.
Base Fund Fee
The Manager’s base fee is calculated as 0.5% per annum of the book value of GMT’s assets (other than
cash, debtors and development land) up to $500 million, plus 0.4% per annum of the book value of
GMT’s assets (other than cash, debtors and development land) greater than $500 million.
Performance Fee
The performance fee is determined by reference to the Trust’s Unit performance (including gross
distributions and movements in the Unit price) relative to a benchmark return that includes the Trust’s
NZX listed peers.
The performance fee is calculated as 10% of the amount by which Unitholders’ returns exceed the
benchmark return up to a cap. The cap is set at 5% more than the benchmark return.
The performance fee and change in carry forward balance is calculated annually as at 31 March and the
carry forward balance can be positive or negative. The carry forward is indefinite, and any performance
fee paid must be used by the Manager to subscribe for new Units in the Trust, if requested by the
Independent Directors, which has historically been the case.
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SCHEDULE 3
INDEPENDENT APPRAISAL REPORT
— continued
5.4 Property Management and Development Fees
GPSNZ acts as the property manager for properties owned and co-owned by GMT with GMG. Property
Management Fees are paid to GPSNZ as follows:
Property Management
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.
Acquisitions and Disposals
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
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 is received by GMT for the office leased by GPSNZ at Highbrook Business Park.
5.5 Term of the Management Rights
Under the Trust Deed there is no defined term for GNZ’s appointment as fund manager. The ability
to remove the Manager from office by Unitholder resolution is a requirement of the Financial Markets
Conduct Act 2013 (which has effectively subsumed Section 18 of the Unit Trusts Act 1960) and is a
standard feature of unit trust structures. Unitholders have the right to direct that the Manager should
cease to hold office by passing a resolution under Section 185 of the Financial Markets Conduct
Ac t 2013.
In addition, the Trustee has the ability to remove the Manager and the Manager has the ability to resign in
accordance with the provisions of the Trust Deed.
In the event of removal by way of a Section 185 resolution, the Manager is entitled to all fees accrued
prior to the date of termination, a proportion of the Base Fee instalment accrued or payable for the month
in which the date of termination or cessation occurs, and an amount equal to the performance fee that
would be payable for the period between the expiry of the prior financial year and the date of termination
calculated as if that period was a financial year and with any net balance (performance fee carry-forward
balance) applied without restriction by threshold or cap.
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SCHEDULE 3
INDEPENDENT APPRAISAL REPORT
— continued
5.6 Manager Financials
The tables below show the financial performance and financial position of GNZ and GPSNZ for the
years ended 30 June 2022 and 30 June 2023.
In preparing the aggregated financial performance, we have adjusted to remove the management fee
paid from GNZ to GPSNZ, which records the corresponding entry as management fee income. The
related party management fee transactions were $14.0 million and $11.2 million in FY23 and FY22,
respectively. We have also adjusted FY22 for performance fee expense of $12.6 million paid by GNZ
to GPSNZ.
Ta b l e 9
GNZ AND GPSNZ AGGREGATED FINANCIAL PERFORMANCE
$FY22F Y23
Fee income51,181,05735,083,785
Employee and administrative expenses(38,525,493)(30,471,564)
Net operating income12,655,5644,612,221
Interest income119,259545,698
Interest expense on lease liabilities(153,503)(129,754)
Net profit before tax12,621,3205,028,165
Income tax benefit / (expense)(3,010,878)916,789
Net profit after tax9,610,4425,944,954
Source: Companies Office Annual Reports
The aggregated financial performance above does not accurately reflect a normalised operating profit of
the Manager going forward.
For example:
+the FY22 results included a one-off discretionary $10.0 million payment made from GPSNZ to GMG
for investment advice, which is included in administrative and other expenses. If we were to add this
expense back, the net operating income would be $22.7 million in FY22.
+In FY23, the Manager did not earn any performance fee. The accounting standard for long term
incentive plans (LT I P) generally requires that long-term incentive plans be valued on their grant
date and amortised/expensed over the period to the vesting date, and therefore an LTIP expense
of $14.5 million was recorded in FY23. On a normalised basis, we consider that in a year where
performance fees are not earned, management would not be paid a bonus. Adding back the FY23
LTIP expense would result in FY23 net operating income of $19.1 million. An alternative adjustment
would be to add in a notional performance fee in FY23.
The average normalised net operating income from FY22 and FY23 of $20.9 million is more aligned with
the normalised cost savings figures presented later in the report.
As discussed in Section 6, the Proposed Internalisation does not involve the acquisition of GNZ.
We understand that the financial position of GPSNZ as at 30 June 2022 and 30 June 2023 does not
represent the net assets which will be acquired and therefore have not included the GNZ and GPSNZ
aggregated financial position.
GOODMAN PROPERTY TRUST | NOTICE OF SPECIAL MEETING | 26 FEBRUARY 202451