GMT – Waiver and Rulings on Various Matters

28 March 2024

NZ RegCo Decision
Goodman Property Trust (NS) ("GMT")
Application for Rulings on GMT’s Listing Status and
Governing Document, and Waiver from NZX Listing Rule
2.10

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Background
1. The information on which this decision is based is set out in Appendix One to this decision. These
waivers will not apply if that information is not or ceases to be full and accurate in all material
respects.
2. The Rules to which this decision relates are set out in Appendix Two to this decision.
3. Capitalised terms that are not defined in this decision have the meanings given to them in the
Rules.
Ruling on Listing Rule 1.1.2
Decision
4. On the basis that the information provided to NZX Regulation Limited (NZ RegCo) is full and
accurate in all material respects,
NZ RegCo rules that:
a.
the listing status of GMT is as an Issuer of Equity Securities under the Rules; and
b. GMT’s Units are therefore considered Equity Securities under the Rules.
Reasons
5. In coming to the decision to provide the ruling set out in paragraph 4 above, NZ RegCo has
considered that Rule 1.1.2 was included as a pragmatic solution for Issuers where Listing as an
Issuer of Equity Securities would be preferable to being automatically Listed as an Issuer of Fund
Securities. Due to GMT’s historical listing status under the pre-2019 Rules, it was appropriate for
NZX Regulation to approve the listing as an Issuer of Equity Securities in 2019 to assist GMT in
ensuring it maintains the same level of protection for Unitholders as was in place prior to the 2019
Rules taking effect. NZ RegCo now re-confirms GMT’s listing status as an Equity Issuer as part of
its Internalisation.
Ruling on GMT’s Governing Document
Decision
6. On the basis that the information provided to NZ RegCo is full and accurate in all material
respects,
NZ RegCo confirms that GMT’s Trust Deed is GMT’s sole Governing Document under the
Rules.

7. This Ruling in paragraph 6 is granted on the condition that the Trust Deed complies with the Rule
requirements, as modified by any rulings and waivers granted by NZ RegCo.
Reasons
8. In coming to the decision in paragraph 6, NZ RegCo has considered that by confirming GMT as an
Issuer of Equity Securities, both the Trust Deed and the Manager's constitution could be
considered Governing Documents of GMT based on the definition of Governing Document in the
Rules. Accordingly, NZ RegCo considers it is appropriate to clarify that the Trust Deed is GMT’s
sole Governing Document.

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Waiver from Listing Rule 2.10
Decision
9. On the basis that the information provided to NZ RegCo is full and accurate in all material
respects, NZ RegCo grants GMT a waiver from Rule 2.10 to the extent that Directors of the
Manager are “interested” (as defined by Rule 2.10.1) solely due to being a Director of the
Manager, in transactions which the Manager is entering for the purposes of the day-to-day
management of GMT.
10. The waiver in paragraph 9 above is granted on the conditions that:
a. any Director abstaining from voting on any transactions entered into by the Manager on
behalf of GMT with another entity in respect of which the Director would be otherwise
“interested”.
b. GMT having a Non-Standard (NS) designation in accordance with Rule 1.18.1
Reasons
11. In coming to the decision to provide the waiver set out in paragraph 9 above, NZ RegCo has
considered that:
a. the unique operating and management make-up of a managed investment scheme (MIS)
which would potentially result in every director of a management company being deemed to
be “interested” in virtually every decision relating to the investment of the MIS funds given the
relationship between the management company, the MIS and unitholders, with such directors
therefore unable to vote on these decisions; and
b. GMT has previously been granted a waiver from this Rule in 2019 as part of its
redocumentation of waivers, and from an equivalent provision in the pre-2019 Rules in an
NZX Regulation decision dated 21 April 2005.

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Appendix One
Background
1. Goodman Property Trust (GMT) is a Listed Issuer with ordinary units (Units) quoted on the
NZX Main Board. GMT is a managed investment scheme (MIS) established under a trust
deed dated 23 April 1999 (as amended) (the Trust Deed).
2. On 26 February 2024, Goodman (NZ) Limited (GNZ) announced to the market a conditional
proposal to internalise the management of GMT (Internalisation), the effect of which would
be that GNZ would be replaced as manager of GMT by Goodman Property Services (NZ)
Limited (GPSNZ or the Manager).

3. The Internalisation was approved by the unit holders of GMT at a special meeting held on 26
March 2024, and effected on 28 March 2024. As a result of the Internalisation, GPSNZ has
replaced GNZ as the Issuer for the purposes of the Listing Rules (Rules).
4. GMT is regulated under Part 4 of the Financial Markets Conduct Act 2013 (the FMC Act). As
the Units issued by the Manager/GMT are managed investment products for the purposes of
the FMC Act, Units fall within the definition of Fund Security in the Rules. Accordingly, absent
a Ruling from NZ RegCo, GMT would be considered an Issuer of Fund Securities for the
purposes of the Rules.
5. GNZ, in its role as Issuer prior to the Internalisation, was the beneficiary of certain approvals,
rulings and waivers pursuant to an NZX Regulation (NZXR) decision dated 6 May 2019 (2019
Waiver Decision).
6. As a consequence of the Internalisation, GPSNZ is seeking the re-documentation of certain
rulings and waivers contained in the 2019 Waiver Decision that will continue to be required by
GPSNZ and GMT following the Internalisation.
Application for ruling to deem Units as Equity Securities, and to List as an Issuer of Equity
Securities
7. Due to the existence of a specific regime for MIS in the Rules, certain requirements that apply
to Issuers of Equity Securities do not apply to GMT if it is an Issuer of Fund Securities.
8. Following the Internalisation, GMT wishes to offer its investors the same level of protection
afforded to them pursuant to the 2019 Waiver Decision.
9. Accordingly, GMT has sought the redocumentation of the declaration from NZ RegCo that:
a. the listing status of GMT is as an Issuer of Equity Securities under the Rules; and
b. GMT's Units are therefore considered Equity Securities under the Rules.
Application for ruling in relation to GMT’s Governing Document
10. Subject to GMT receiving NZ RegCo's confirmation of GMT's listing status as an Issuer of
Equity Securities, there is potential for both GMT’s Trust Deed and the Manager’s constitution
to be considered Governing Documents pursuant to limbs (a) and (d) of the definition of
Governing Document in the Rules.
11. As such, there may be unintended consequences such as the requirement for the Manager’s
constitution to incorporate certain provisions from the Rules that are inappropriate given
GMT’s structure.
12. GMT has therefore sought redocumentation of the clarification provided in the 2019 Waiver

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Decision that, for the purposes of the Rules, GMT’s Governing Document means only the
Trust Deed.
Application for waiver from Listing Rule 2.10 – Interested Directors
13. Rule 2.10 provides that a Director must not vote on a Board resolution for, or be counted in a
quorum for the consideration of, any matter in which that Director is interested. The term
“interested” bears the same meaning as in section 139 of the Companies Act 1993.

14. GMT's structure as a MIS means that, if the reference to the "company" in section 139 of the
Companies Act 1993 is read as being a reference to GMT, the Directors will be "interested"
(for the purposes of Rule 2.10) in all transactions that are
entered into in relation to the day to
day operations of GMT, with the result that the Directors would be unable to vote on those
transactions.
15. Prior to the Internalisation, GMT benefitted from a waiver from Rule 2.10 pursuant to the 2019
Waiver Decision.
16. NZXR considered that it was appropriate to grant the waiver from Rule 2.10 as it recognised
the unique operating and management make-up of unit trusts which would potentially result in
every director of a management company being deemed to be “interested” in most decisions
relating to the investment of the unit trust funds given the relationship between the
management company, the unit trust and Unitholders.
17. Accordingly, GMT has sought the redocumentation of the waiver granted from Rule 2.10 in the
2019 Waiver Decision to reflect the change in Issuer following Internalisation.

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Appendix Two
Definitions Equity Security
has the meaning given in section 8(2) and 8(5) of the FMC Act and also includes a
Right, subject to NZX’s sole discretion to declare, by way of a Ruling, a Financial
Product to be, or not to be, an Equity Security (and includes any Fund Security deemed
to be an Equity Security under Rule 1.1.2)
Fund Security
means a “managed investment product” as defined in section 8(3) and 8(5) of the FMC
Act in relation to a Managed Investment Scheme, subject to NZX’s sole discretion to
declare, by way of a Ruling, a Financial Product to be, or not to be, a Fund Security.
Governing Document
means:
(a) in the case of an Issuer of Equity Securities, its constitution, articles of
association or other constituent documents,
(b) in the case of an issuer of Debt Securities, a trust deed or the one or more
deeds, agreements, or instruments that constitute those Debt Securities,
(c) in the case of a Managed Investment Scheme constituted as a trust, the one or
more trust deeds that constitutes the scheme, or
(d) in the case of any other Managed Investment Scheme where (c) does not apply,
the one or more deeds, agreements, or instruments that constitute or govern the
scheme
and including (in each case) any amendments to a document referred to in paragraph
(a) to (d)
Rule 1.1.2 Eligibility for Listing as an Issuer of Equity Securities and Quotation of Equity
Securities
The Manager of a Managed Investment Scheme may apply to List as an Issuer of
Equity Securities, and to have the Financial Products of the Managed Investment
Scheme Quoted as Equity Securities, rather than as Fund Securities. If NZX accepts
such an application, the Financial Products will be deemed to be Equity Securities and
not Fund Securities, and the Rules (including Appendix 3) will apply accordingly.
Rule 2.10 Interested Directors
2.10.1 A Director must not vote on a Board resolution for, or be counted in a quorum for the
consideration of, any matter in which that Director is interested. For this purpose, the term
"interested" bears the meaning assigned in section 139 of the Companies Act 1993. If the
issuer is not a company registered under that Act, the reference to the "company" in that
section will be read as a reference to the issuer.
2.10.2 Notwithstanding Rule 2.10.1, a Director of an Issuer incorporated under the Companies Act
1993 may vote on a Board resolution for, and be counted in a quorum for the consideration of.
A matter in which that Director has an interest, if the matter:

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(a) is one in respect of which Directors are expressly required under that Act to sign a
certificate, or
(b) relates to the grant of indemnity under section 162 of that Act.