GMT Special Meeting of Unitholders

Special Meeting of Unitholders
GOODMAN PROPERTY TRUST | 26 March 2024
PRESENTED BY
John Dakin Chair and Non-executive Director
David Gibson Independent Director and Deputy Chair
James Spence Chief Executive Officer

MEETING
OBJECTIVES
2
1.Review the
internalisation
proposal
2.Consider and vote
on three resolutions
to effect the change

+Nominated Chair of meeting
+Notice formally given
+Quorum confirmed
+Hybrid format
+Health and Safety
FORMALITIES

BOARD AND EXECUTIVES
Laurissa Cooney
Independent Director
Greg Goodman
Non-executive Director
Leonie Freeman
Independent Director
John Dakin
Chair and
Non-executive Director
David Gibson
Deputy Chair
and Independent Director
James Spence
Chief Executive Officer
Andy Eakin
Chief Financial Officer
Keith Smith
Independent Director

+Goodman Group has been the Manager of GMT since 2003
+A sub-committee of the Independent Directors was
established to consider and negotiate the Internalisation
+External consultants (legal, tax, financial and accounting)
advised on the transaction
+Deloitte completed an Independent Appraisal Report for
the benefit of Unitholders
BACKGROUND TO
THE PROPOSAL

INTERNALISATION METRICS
$290m
TOTA L CONSIDERATION
GOOD TO GREAT
The Internalisation is expected to provide growth
opportunities for the business, with immediate and
longer-term benefits. These include:
+An enhanced growth profile and diversification
of earnings with the establishment of a funds
management business
+Scalable platform with improved funding flexibility
+Enhanced corporate governance framework
+Continuity of management with greater alignment
+Ongoing benefits of the relationship with
Goodman Group.
INTERNALISATION
BENEFITS
PRICE OF UNITS cpu
$2 .14
$199.3m
NET OF TAX DEDUCTION
10+ years
GMG SERVICE AGREEMENTS
GMG CORNERSTONE
31.8%
9.1x
SAVINGS MULTIPLE
1
1
Net of tax costs to GMT of $199.3 million / normalised FY24 internalisation savings of $22.0 million.

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
$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
215+
CUSTOMERS
>$175 million
FY23 NET PROPERTY INCOME
GMT’s investment strategy, focused on urban logistics property, has built a
high-quality portfolio and driven a track record of outperformance
285,000 sqm
DEVELOPMENT PROJECTS SINCE 2018

~400,000 sqm
DEVELOPMENT POTENTIAL WITHIN GMT
Development is a central element of GMT’s
investment strategy, with around 90% of the
core investment portfolio developed since
2004
DEVELOPMENT
PIPELINE
$1 billion +
ADDITIONAL SPEND TO DEVELOP PIPELINE
72%
OF SITES ARE BROWNFIELD OPPORTUNITIES

Internalisation will enable GMT to establish a property
funds management platform that will be anchored by a
new Auckland logistics fund
+The complementary business initiative will support GMT’s
existing investment strategy, while 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 funds
management business is expected to contribute to
GMT’s sustainable growth
~$2 billion
TARGET FUND SIZE, 3-5 YEAR TIMEFRAME
UP TO $200 million
INITIAL GOODMAN GROUP COMMITMENT
FUNDS MANAGEMENT
OPPORTUNITY

Targeting the creation of a ~$2 billion property
funds management business, the positive
contribution from fee revenue is expected to
support annualised earnings growth of between
5% and 7% within the next three to five years
+FY25 cash earnings of around 7.5 cents per
unit
1
are forecast with full-year distributions
of 6.5 cents per unit expected to be paid
UPDATED
GUIDANCE
6.5 cpu
5% INCREASE IN FY25 CASH DISTRIBUTIONS TO
87%
FY25 PAYOUT RATIO
1
Guidance assumes removal of building depreciation as signalled by government but not yet enacted

INTERNALISATION
SUMMARY
+Investment strategy remains focused on Auckland industrial
property, with continuity of team and brand
+Creation of a complementary funds management platform, will
enable GMT to grow sustainably
+Successful execution is expected to support greater earnings
growth and generate significant value for Unitholders
+Deloitte concluded that the Internalisation Proposal and
issue of new Units was fair to non-associated Unitholders

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 1
APPROVAL OF INTERNALISATION
To consider and, if thought fit, pass the following as an Ordinary Resolution:

RESOLUTION 2
APPROVAL OF ISSUE OF UNITS
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
To consider and, if thought fit, pass the following as an Ordinary Resolution:

RESOLUTION 3
APPOINTMENT OF NEW MANAGER
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.
To consider and, if thought fit, pass the following as an Extraordinary Resolution:

+We will now proceed to a poll
and conclude the meeting
+Webcast participants
please submit your votes now
+The result will be announced
to the NZX
VOTING
AND CLOSE

THANK YOU

---

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nzx release+
GMT Special Meeting of Unitholders
Date 26 March 2024
Release Immediate

WELCOME
Good morning everyone and welcome to this special meeting of Unitholders. I’m John
Dakin, Chair of Goodman (NZ) Limited, the current Manager of Goodman Property
Trust.
The purpose of today’s meeting is to consider a proposal to internalise the
management of GMT. The proposed change to the corporate structure is an important
decision that will shape the future direction of our business.

GMT’s existing, externally managed trust structure has been the traditional model for
listed property businesses in New Zealand for more than 30 years. Internalisation is a
strategic shift that will create a fully integrated property entity, a contemporary structure
appropriate for today’s environment and GMT’s future ambitions.
The Board believe the Internalisation Proposal offers exciting growth opportunities for
GMT and provides immediate and longer-term benefits to Unitholders.
Given the related party nature of the resolutions our Deputy Chair and Independent
Director, David Gibson has been nominated by the Trustee to act as Chair for this
meeting. David led the Independent Board Committee that negotiated the
internalisation agreement with Goodman Group. He also participated in the
stakeholder engagement programme that followed the announcement.
I’d now like to invite David to formally open the meeting.

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MEETING FORMALITIES
Ngā mihi John. Tēnā koutou katoa. Thank you, John, and greetings to everyone.
Firstly some formalities.
In accordance with the usual practice, I can confirm that this meeting has been properly
convened and the requirements for a quorum have been satisfied.
The meeting has a hybrid format, with Unitholders either participating in person or
through a live webcast. For those in the room, please be aware there are cameras and
audio equipment streaming proceedings.
For Unitholders joining us online, questions can be submitted through the webcast
portal at any stage. These will be moderated, and we have allocated time at the end
of the meeting to answer these.
Polling has also opened, and votes can be cast by selecting the polling icon on the
instruction screen and following the prompts. Votes can be amended up until the time
the poll closes at the conclusion of the meeting.
EMERGENCY PROCEDURES
Some health and safety practices relating to the use of this venue.
In the unlikely event of an emergency, you will be required to evacuate to a designated
safe zone.
Should this occur please exit the room through the fire escape doors to the right and
rear of the room, following the directions of the venue staff to the outside assembly
area.
BOARD REPRESENTATION
I would now like to introduce the other directors of the Board and executives of the
Manager who are in attendance today.
Starting from the far left we have Keith Smith, Laurissa Cooney, Andy Eakin, Leonie
Freeman, John Dakin, and James Spence. Greg Goodman joins us online from
Sydney.

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.
We also have representatives from our Trustee, solicitors, tax consultants, and
financial advisors present. These representatives will be available to answer any
questions if required.
We can now move on to the presentations.
James and I will summarise the Internalisation Proposal, before reviewing the
resolutions and inviting questions from the floor and online. At the conclusion of the
meeting, we’ll ask Unitholders to vote on the three resolutions to effect the change.
I am pleased to confirm that with the exception of Unitholder approval all other
necessary approvals have now been obtained.
BACKGROUND TO THE INTERNALISATION
Goodman Group has been the Manager of GMT and a cornerstone investor since
2003. The relationship has been positive, with the delivery of world-class
developments like Highbrook Business Park establishing GMT as New Zealand’s
largest listed property entity. It has also been the best performing on a total return
basis, over the last 10 years.
On 26 February 2024 a conditional proposal to internalise the management of GMT
was announced to the NZX. The announcement followed detailed negotiations
between the Independent Directors and representatives of Goodman Group.
Given the related party nature of the process, at the outset of negotiations, the Board
established an Independent Board Committee, which comprised the independent
directors of the Board.
It was a comprehensive and carefully managed process, overseen by our solicitors
Russell McVeagh and with specialist advice from KPMG, Macquarie and UBS. Deloitte
were also commissioned to complete an Independent Appraisal Report to assess the
value and fairness of the initiative.
The Independent Directors are excited by the opportunity that internalisation presents
and believe it positions GMT for the next phase of its business growth.

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In addition to alignment benefits and lower operating expenses, Internalisation
provides GMT with a more contemporary corporate structure. It is this change that will
enable GMT to pursue wider business opportunities, including the establishment of a
funds management platform.
EXISTING STRUCTURE
Before we move onto the key terms of the Internalisation Proposal, I’ll briefly
summarise the existing arrangements and how these would change.
Under the current corporate structure, GMT pays fees to Goodman Group for the
services it provides as Manager of GMT. Goodman Group delivers these services
through its New Zealand subsidiaries, Goodman (NZ) Limited and Goodman Property
Services (NZ) Limited.
Under an internalised structure these arrangements will end. GMT will no longer pay
fees to Goodman Group and will now employ the team responsible for delivering these
management services.
KEY TERMS OF THE INTERNALISATION PROPOSAL
To effect the internalisation Goodman Group will be paid $272.4 million to relinquish
its management rights and for the ongoing co-operation arrangements and services
outlined in the Notice of Meeting.
The payment represents around 6% of the current value of GMT’s property assets.
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 fair to non-associated Unitholders.
A binding ruling from IRD has confirmed the payment is deductible for tax purposes,
with the net cost being $199.3 million.
In addition to the $272.4 million, Goodman Group is also being paid $17.6 million to
settle GMT’s performance fee obligations, to acquire its interest in investment
properties co-owned with GMT and for the net tangible assets of Goodman Property
Services (NZ) Limited. That makes total consideration paid to Goodman Group of $290
million.

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Goodman Property Services (NZ) Limited will become the new Manager for an
internalised GMT and will effectively be controlled by Unitholders. The acquisition of
Goodman Property Services (NZ) Limited also provides business continuity, with
current staff being retained and remunerated directly by GMT.
The Internalisation Proposal also enhances GMT’s corporate governance practices
with all directors to be appointed and voted on by Unitholders going forward. It’s an
ongoing requirement of GMT’s Managed Investment Scheme structure that the
business is independently monitored. The Supervisor, Covenant Trustee Services
Limited will continue to provide this oversight on behalf of Unitholders.
Although no longer the Manager, Goodman Group will remain a highly committed
business partner. Using its total consideration to subscribe for new units, it will increase
its cornerstone investment in GMT from 25.2% to 31.8%.
The issue price of the new Units is $2.14. This is the five-day, volume weighted
average price ending on 20 February 2024. With an issue price above GMT’s net
tangible asset backing Deloitte also concluded that the issue of new units was fair to
non-associated Unitholders.
In addition to increasing its cornerstone investment in GMT, Goodman Group will also
continue to provide access to its brand, corporate services and global expertise at no
further cost to Unitholders. For an initial period of 10 years and with a further right of
renewal of five years, it’s a benefit to the business that highlights Goodman Group’s
ongoing commitment to the success of GMT.
The share market has viewed the Internalisation Proposal positively with GMT’s stock
price increasing 7.5% since it was announced, just over a month ago. This compares
to the listed real estate index which recorded 2.4% gain and the wider NZX50 which
recorded a 1.9% increase.
The Independent Directors unanimously recommend that Unitholders vote in favour of
all three resolutions.

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.
I’d now like to hand over to our CEO, James Spence who will talk in more detail about
the growth opportunity internalisation provides and what this means for our business
strategy.

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BENEFITS OF THE PROPOSAL
Thanks David and good morning, everyone. It’s a pleasure to be here today discussing
a unique opportunity to drive our business forward.
Internalisation brings management inhouse, integrating investment, development and
property management functions within GMT. It builds on what we’ve already achieved,
leverages the knowledge and expertise of our team, and provides a framework for
sustainable long-term growth.
The immediate financial benefit of internalisation is the elimination of external
management fees and a reduction in operating costs for GMT. The annual net saving
1

reflects a 9.1x multiple on the net of tax internalisation cost of $199.3 million.
The most significant benefit of a more contemporary corporate structure however is
the flexibility it provides to pursue new business opportunities, including the
establishment of a property funds management platform.
DEVLOPMENT LED GROWTH
We’ve refined our investment strategy over the last 5-to-10 years, to focus on the
Auckland industrial market and the growing demand for high quality warehouse and
logistics property close to consumers.
Our portfolio has grown to $4.5 billion and now accommodates around 215 leading
businesses. These customers lease over one million sqm of space and paid more than
$175 million in annual rental, last year.
Many of you will recall that we sold over $1 billion of assets in the Viaduct, Greenlane
and Christchurch to reposition GMT. These sales have provided the balance sheet
capacity to fund our recent development activity.
It’s been a successful growth strategy with over 285,000 sqm of high-quality industrial
development since our last significant disposal in 2018.

1
Assessed at $22 million, on a normalised FY24 basis.

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A pipeline of greenfield sites and redevelopment properties within the portfolio provide
further opportunity.
These sites are expected to support the development of over 400,000 sqm of urban
logistics space over the next 10-to-15 years. The estimated cost to fully develop this
pipeline is around $1 billion, using current construction pricing.
A number of the redevelopment properties within the portfolio may also be suitable for
repurposing as Data Centres, an area of emerging demand within the Auckland
industrial market that we’d like to capitalise on.
PROPERTY FUNDS MANAGEMENT PLATFORM
The establishment of a funds management platform creates a scalable business that
allows us to maximise the value of GMT’s development pipeline in a capital efficient
manner. It also provides the funding flexibility to take advantage of new investment
opportunities.
We expect more of these acquisition opportunities, as higher interest rates continue to
impact more heavily leveraged investors.
Subject to the internalisation proceeding our intention is to establish a property funds
management platform anchored by a new Auckland logistics fund. The successful
execution of this strategy will unlock new investment and development opportunities
for GMT. It will generate fee revenue, diversify income and contribute to faster earnings
growth.
The investment focus will complement our existing strategy as we believe the
underlying drivers and growth opportunity of the Auckland industrial market remain the
strongest of all the commercial real estate sectors. It is also the asset class where our
knowledge and expertise can deliver the greatest value.
GMT will allocate $100 million (of assets or equity) to create the new fund, while
Goodman Group will contribute up to $200 million of additional equity. We also intend
to leverage Goodman Group’s global investor relationships to help secure additional
capital partners, another benefit of its ongoing support.

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The opportunity to sell assets directly into its funds management platform will limit the
requirement for new equity and allow GMT to grow sustainably. Recycling capital in
this way and co-investing in new investment and development opportunities is
expected to generate significant value for Unitholders.
Targeting the creation of a ~$2 billion property funds management business over the
next three to five years, the positive contribution from management fee revenue is
expected to support annualised earnings growth of between 5% and 7%.
It’s a strong forecast that reflects the growth a successful funds management business
will deliver and we expect to make good progress establishing the Auckland logistics
fund over the next 12 months.
The assumption that the Internalisation Proposal proceeds is reflected in our FY25
earnings and distribution guidance. Cash earnings of around 7.5 cents per unit are
forecast, this represents 5% increase on restated FY24 cash earnings.
2

Cash distributions of 6.5 cents per unit are also forecast for FY25, a 5% increase on
the 6.2 cents per unit previously reaffirmed for FY24.
SUMMARY
Before we move onto the resolutions I’d like to reinforce some key points from the
presentations.
GMT has always been an active business; internalising maximises the value of our
investment focus and will provide us with alternative options around capital.
The creation of a funds management platform and introduction of capital partners will
reduce the reliance on debt and equity issuance to fund new growth opportunities.
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.
I encourage you all to vote in favour of the resolutions to effect this change.

2
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.

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Thank-you for your attention, everyone. I’ll now hand back to David, to complete the
formal business of the meeting.

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FORMAL BUSINESS
Thank you, James, we’ll now move onto the three resolutions and questions.
For those of you participating through the live webcast, I encourage you to submit
your questions now. As I mentioned earlier, these need to be entered through the
online portal.
RESOLUTIONS
There are three resolutions detailed in the Notice of Meeting and on the Voting and
Proxy Form you will have received. All resolutions must be approved for the
Internalisation Proposal to proceed. As the resolutions have been notified, there is no
requirement for a seconder.
The Independent Directors unanimously recommend that Unitholders vote in favour
of all three resolutions. There are voting exclusions on Resolutions 1 and 2, these
are also detailed in the Notice of Meeting and on the Voting and Proxy Form.
Resolution 1 – Approval of Internalisation
Resolution 1 is shown on screen now. This Ordinary Resolution approves the
Internalisation Proposal and gives authorisation to the Manager and Supervisor to do
everything required to effect the change.
I’ll now open the floor for questions on this Resolution, please raise your hand and wait
for the microphone to be provided.
[Address any questions in the room]
We’ll now move onto questions from our webcast participants.
[Address any online questions]
Thank you everyone, there don’t appear to be any further questions, so we’ll now
move on to Resolution 2.
Resolution 2 – Issue of Units
Resolution 2 is shown on screen now. This Ordinary Resolution approves the issue of
new units to Goodman Group subsidiaries at an issue price of $2.14 per unit, being
the five-day VWAP ending on 20 February 2024.

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I’ll now open the floor for questions on this Resolution, please raise your hand and wait
for the microphone to be provided.
[Address any questions in the room]
We’ll now move onto questions from our webcast participants.
[Address any online questions]
Thank you everyone, there don’t appear to be any further questions, so we’ll now
move on to Resolution 3.
Resolution 3 – Appointment of new manager
Resolution 3 is shown on screen now. This Extraordinary Resolution relates to the
appointment of Goodman Property Services (NZ) Limited as the new manager of GMT
upon settlement of the Internalisation.
I’ll now open the floor for questions on this Resolution, please raise your hand and wait
for the microphone to be provided.
[Address any questions in the room]
We’ll now move onto questions from our webcast participants.
[Address any online questions]
Thank you everyone, as there are no further questions we’ll now procced to a poll.
POLLING
For those participating through the live webcast that have not already voted, please
submit your votes now. The poll will be closing in a few minutes.
For those of you in the room that have not already voted, please complete your voting
and proxy form and place it in the boxes provided by Computershare.
The result of the poll will be announced to the NZX in due course, and a copy of the
announcement will also be available on our website.
On behalf of the Board, I’d like to thank you all for your participation today and your
continued support of the Trust. I’d also like to thank the Goodman team and the
dedicated group of advisors that worked under a tight timeframe and strict
confidentiality to deliver this proposal to Unitholders.

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I now declare this meeting closed and for those in the room, please join us for
refreshments.
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


James Spence
Chief Executive Officer
Goodman (NZ) Limited
(021) 538 934

About Goodman Property Trust:
GMT is a managed investment scheme, listed on the NZX. It has a market capitalisation of around $3.1 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.