GMT Notice of Meeting

1
Goodman Property Trust

This Notice of Meeting is dated
30 July 2024 and has been prepared
by Goodman Property Services (NZ)
Limited as Manager of Goodman
Property Trust (GMT).
Harbour Ave
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AUCKLAND
GRAFTON
PONSONBY
BRITOMART
HERNE BAY
GREY LYNN
THE VIADUCT
FREEMANS BAY
ST MARYS BAY
WYNYARD
QUARTER
THE UNIVERSITY OF AUCKLAND
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Grafton Rd
Symonds St
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Ponsonby Ter
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WAITEMATA HARBOUR
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4B
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Sofitel Auckland
Date of Meeting
TUESDAY
27 AUGUST 2024
Time
1:30PM
Format
HYBRID MEETING
Venue
SOFITEL AUCKLAND
VIADUCT HARBOUR,
21 VIADUCT
HARBOUR AVENUE,
AUCKLAND
Deadline for receipt of voting
and proxy forms
Sunday 25 August 2024, 1.30pm
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, limited complimentary valet
parking is available for Unitholders.
Please drive into the hotel
entrance to utilise this service.
Webcast
https://www.meetnow.global/nz
L O C AT I O N
2

3
AGENDA
Address and presentation
Reports from the Chair, the Chief Executive Officer, and the Chief Financial Officer
of the Manager in respect of the financial year ended 31 March 2024.
Resolutions
To consider, and if thought fit, pass the following ordinary resolutions:
Resolution 1:
That Unitholders approve the reappointment of Laurissa Cooney as a Director of the Manager
Resolution 2:
That Unitholders approve the reappointment of Leonie Freeman as a Director of the Manager
Resolution 3:
That Unitholders approve the reappointment of David Gibson as a Director of the Manager
Resolution 4:
That Unitholders approve, for the purposes of NZX Listing Rule 2.11.1, that the maximum aggregate
amount of remuneration payable by the Manager to Directors (in their capacity as Directors)
be increased to $1,070,000 per annum, with effect on and from 1 September 2024.
Further information relating to these Resolutions is set out in the Explanatory Notes accompanying this Notice
of Meeting. Please ensure you read and consider the Resolutions together with the Explanatory Notes.
The Board unanimously recommends that Unitholders vote in favour of all four resolutions.
EXPLANATORY NOTES
The only matters being discussed and voted on at the
Meeting are the Resolutions contained in this
Notice of Meeting. No motions will be allowed
from the floor.
Re-appointment of Directors
(Resolutions 1–3)
The Board of the Manager maintains a majority of
Independent Directors. Unitholders are entitled to
nominate and vote on the appointment of Directors.
The constitution of Goodman Property Services (NZ)
Limited and the NZX Listing Rules state that Directors
must not hold office past the third annual meeting
following the Director’s appointment or 3 years,
whichever is the longer. Those who retire are eligible for
re-appointment at the annual meeting.
Laurissa Cooney, Leonie Freeman and David Gibson
are to retire at the 2024 annual meeting and are able
to offer themselves for re-appointment. The Board
has determined that Laurissa, Leonie and David, if
re-appointed, will each be an Independent Director
(as defined in the NZX Listing Rules). Brief profiles for
Laurissa, Leonie and David are set out on page 6.
The Board wishes to ensure that it possesses an
appropriate balance of skills and expertise among
its members, having regard to the size and nature
of the Manager’s and GMT’s business. The Board
supports the re-appointment of Laurissa, Leonie and
David because the Board considers they have the
necessary skills and expertise to achieve this balance.

4
Directors’ Remuneration (Resolution 4)
Under NZX Listing Rule 2.11.1 and the Manager’s
constitution, no remuneration may be paid to a Director
in his or her capacity as a Director of the Manager, or as
a director of a subsidiary (other than a listed subsidiary),
unless such remuneration has been authorised by an
ordinary resolution
of Unitholders.
Current Directors’ fees
Prior to completion of the Internalisation on 28 March
2024, Director remuneration was paid by Goodman
(NZ) Limited, the previous manager of GMT, out of the
fees it received for management of GMT. As part of
the Internalisation, it was proposed that there would
be a remuneration pool available to Directors following
Internalisation of $815,000, of which a maximum
of $550,000 was able to be paid given Gregory
Goodman and John Dakin did not receive Directors’
fees and were instead remunerated by way of salary
paid by Goodman Group for their executive roles,
and that any increase to this pool would be subject
to Unitholder approval. The allocation of these fees
following Internalisation is set out in the table on the
next page.
Proposed Directors’ fees
Although Gregory and John do not currently receive
any Director’s fees for their roles on the Board, the
Manager is required to allocate an amount of Director’s
fees to their positions in the event that replacement
Directors (or a new chair) are appointed and choose
to claim their Director’s fees (for example, if Gregory
or John was not re-elected or needed to be replaced
due to illness or other incapacitation). The proposed
Director remuneration entitlements are set out on the
next page.
Since the fees were last reviewed the regulatory
landscape in which GMT and the Manager operate
has continued to change, with increased regulatory
risk and obligations (particularly with respect to
sustainability, carbon emissions and climate change),
resulting in increased demand on Directors’ time
and broadening the scope of their responsibilities
in monitoring and assessing legal and regulatory
compliance.
In addition, since Internalisation, the Board has
assumed responsibility of a new business, with
increased risk and complexity. As GMT focuses on the
launch of a funds management platform, the demand
on Directors’ skill and time is set to increase, guiding
the business to accelerated growth for the benefit of
unitholders. The Board also now has responsibility
for the remuneration policies and practices of the
Manager and GMT. This has resulted in the creation of
a new remuneration sub-committee, and the additional
work of the committee has been reflected in the
increase in remuneration proposed this year.
The Manager considers it desirable to attract and
retain high performing Directors whose skills and
experience are well suited to GMT’s and the Manager’s
requirements. The Manager engaged PwC to provide
New Zealand listed company benchmark data for the
roles of chair, committee chairs, committee members
and base non-executive / independent directors. The
Board reviewed this benchmark data and based on
a comparison of the Manager’s Directors’ fees to the
market data, consider the increases to the Directors’
remuneration set out in the table below are appropriate
to attract and retain high performing Directors. A copy
of PwC’s report, including benchmark data, is available
on GMT’s website: https://nz.goodman.com/about-
goodman/corporate-governance

5
As outlined at the time of Internalisation, of the current
remuneration entitlement of $815,000, a maximum
of $550,000 will be paid, as neither John Dakin nor
Gregory Goodman are paid a Director’s fee and are
instead remunerated by Goodman Group for their
executive roles. Both John and Gregory have indicated
they will continue this practice for the immediate future.
The increases in remuneration shown in the table above
amount to a $255,000 increase in maximum aggregate
Director remuneration entitlements. The Board may
determine the amount payable to each Director within
the maximum aggregate amount Unitholders are being
asked to approve. If Resolution 4 is passed, the increase
to the aggregate amount of Directors’ remuneration
entitlements will take effect on and from 1 September
2024.
The new maximum aggregate amount of $1,070,000
per annum will include a pool of $150,000 from which
Directors are paid $500 per hour for any time spent in
relation to ad hoc committees, such as a due diligence
committee or a one-off project committee. Any amount
of the pool which is unused is not carried forward to
future years.
With John and Gregory indicating they will continue not
to claim any remuneration from GMT for their positions
as Directors, the maximum amount of fees expected to
be paid each year would be $732,500.
The Board considers that alignment of Directors’ fees
to market is important in order for the Manager to be
able to continue to attract and retain high performing
Directors whose skills and experience are well-suited
to GMT’s and the Manager’s requirements. The Board
considers the fee increases proposed are fair and
reflective of market conditions.
Position
No. of persons
holding office
Current
remuneration
entitlement
Proposed
remuneration
entitlement
PwC
Benchmark
Chair
1$165,000$210,000$ 2 2 3 ,70 0
Deputy Chair
1$150,000$150,000N /A
Non-Executive Director
4$100,000$120,000$110,000
Audit Committee Chair
1$25,000$25,000$26,50 0
Remuneration
Committee Chair
1
$0$10,000$20,000
Audit Committee Member
3$0$10,000$15,30 0
Remuneration
Committee Member
2$0$ 7, 5 0 0$11,6 0 0
Pool available for ad hoc committee
roles
–$75,000$150,000N /A
Total Remuneration Entitlement$815,000$1,070,000$1,147,000
Directors’ Remuneration

6
LEONIE FREEMAN
Leonie is the CEO of the Property Council New Zealand. Prior to
this she has been an entrepreneur, business futurist and speaker
who has broad experience across a range of property disciplines
having held senior development, property management, strategic
and education roles. Her 25-year career has also included
advisory positions with local and central government.
DAVID GIBSON
David is a professional director and investor. His current directorships
include Contact Energy Limited, Freightways Limited, NZME Limited
and Rangatira Limited while his private interests include Harker Herbals
and Jess’s Underground Kitchen. David has over 20 years’ investment
banking experience having held senior positions and governance
roles with Deutsche Craigs and Deutsche Bank, in New Zealand.
LAURISSA COONEY
Laurissa is a professional director. Her current directorships include
Co-Chair for Aotearoa Circle and Independent Director for Air New
Zealand Limited. She is also Chair of Ngai Tai Ki Tamaki Audit &
Risk Committee and holds a role as a Steering Committee Member
for the Institute of Directors Chapter Zero Committee. Prior to
these governance roles Laurissa was Chief Financial Officer of
Te Whare Wānanga o Awanuiārangi. Her professional career has
also included senior auditing and consulting roles with Deloitte.
DIRECTOR PROFILES

7
FURTHER INFORMATION
Meeting format:
The Meeting will have a hybrid format, with attendance
either in person or through a live webcast. The webcast
can be accessed from: https://www.meetnow.global/nz
The live webcast will include an online presentation
and address which Unitholders will be able to view from
a computer, tablet, smartphone or similar device. To
participate, Unitholders will need their CSN or holder
number which can be found on their Voting and Proxy
Form.
Please refer to the Virtual Meeting Guide, available at
https://www.computershare.com/nz-vm-guide for
more information on attending the Meeting online.
Procedure for questions:
Unitholders present at the Meeting will have the
opportunity to ask questions during the event.
The Virtual Meeting Guide includes instructions for
submitting questions if attending virtually. Unitholders
can also submit questions in advance, either by email:
info-nz@goodman.com or by post, Goodman Property
Services (NZ) Limited, PO Box 90940, Victoria Street
West, Auckland 1142.
Please address your question to the Company
Secretary and include your name and unitholder
number. Postal and email questions should be received
by Tuesday 20 August 2024.
Attendance and voting rights:
Every Unitholder, or that Unitholder’s proxy, attorney
or representative, is entitled to attend the Meeting
and vote. Voting will be by way of a poll, in which
each Unitholder will have one vote per Unit they hold.
Unitholders for the purposes of voting at the Meeting
will be determined from GMT’s register at the close of
business on 29 July 2024.
In accordance with the NZX Listing Rules, any Director
and any person who is an Associated Person (as that
term is defined in the NZX Listing Rules) of a Director
may not vote on Resolution 4.
Voting and proxies:
A Unitholder is entitled to appoint a proxy to vote on
behalf of the Unitholder at the Meeting. A proxy need not
be a Unitholder. A Voting and Proxy Form accompanies
this Notice of Meeting.
It can be mailed or delivered to the Registrar,
Computershare Investor Services Limited, or it can be
completed electronically.
To be valid, it must be received by 1:30pm on Sunday
25 August 2024.
Unitholders wishing to appoint the Chair of the Meeting
or another Director as their proxy should read carefully
the instructions on the Voting and Proxy Form and direct
such appointment in the manner provided for on that
form. If the Chair of the Meeting or any other Director is
appointed to act as a proxy and is not directed how to
vote, they will vote in favour of each Resolution (except
for Resolution 4, where they will only be able to vote
if given an express direction, and any discretionary
proxies will not be valid).
Ordinary Resolution:
To be passed, each of Resolutions 1-4 needs to be
approved by a simple majority of those Unitholders
entitled to vote and voting on that Resolution.
Quorum:
A quorum for the Meeting will be constituted if at least
five Unitholders are present (in person, or by proxy,
attorney or representative) and those present together
hold or represent at least 10% of the number of Units on
issue as at the date of the Meeting and carrying the right
to vote on the Resolutions at the Meeting.

This document has been prepared by Goodman Property Services (NZ) Limited as manager of Goodman Property Trust. The information in this
document is general information only. It is not intended as investment or financial advice and must not be relied upon as such. You should obtain
independent professional advice prior to making any decision relating to your investment or financial needs. This document is not an offer or invitation
for subscription or purchase of securities or other financial products. Past performance is no indication of future performance. All values are expressed
in New Zealand currency unless otherwise stated. 2024.
GLOSSARY
Capitalised terms used in this Notice of Meeting are defined in the glossary as shown on this page.
Board
means the board of the Manager, comprising
the Directors.
Chair
means John Dakin.
Director
means a director of the Manager.
GMT
means Goodman Property Trust and its
controlled entities, as the context requires.
Independent Director
has the meaning given to that term
in the NZX Listing Rules.
Internalisation
means internalisation of the
management function of GMT.
Manager
means Goodman Property Services (NZ)
Limited, as the manager of GMT.
Meeting
means the hybrid meeting of Unitholders to be held
on 27 August 2024 commencing at 1.30pm and
any adjournments or postponements thereof.
Notice of Meeting
means this notice of meeting, dated 30 July
2024 and issued by the Manager for the
purpose of convening the Meeting.
Resolution
means a resolution to be considered by Unitholders
as specified in the Notice of Meeting.
Trust Deed
means the trust deed dated 23 April 1999
providing for the establishment of GMT
(as amended from time to time).
Unit
means a unit in GMT.
Unitholder
means a holder of Units.
Voting and Proxy Form
means the voting and proxy form
accompanying the Notice of Meeting.

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Level 2, 18 Viaduct Harbour Avenue, Auckland | PO Box 90940, Victoria Street West, Auckland 1142
Tel +64 9 375 6060 | https://nz.goodman.com
nzx release+
GMT Notice of Meeting
Date
30 July 2024
Release
Immediate
The Annual Meeting of Goodman Property Trust Unitholders will be held on
Tuesday 27 August 2024, at 1:30 pm. The venue for the meeting is the Sofitel,
21 Viaduct Harbour Avenue, Auckland 1010.
It will be a hybrid meeting, with Unitholders able to attend and participate either in
person or through a live webcast: https://meetnow.global/nz.
The formal business of the meeting includes four resolutions:
+ the re-appointment of Laurissa Cooney, Leonie Freeman and David Gibson
as Independent Directors and
+ approval of an increase in the remuneration pool for Directors.
The Board encourages Unitholders to exercise their right to vote and unanimously
recommends they vote in favour of all four resolutions.
The Notice of Meeting, which provides more detail on the resolutions, is being
distributed to Unitholders from today. It has also been provided to NZX, together
with the Voting and Proxy Form.
To be valid any proxy appointment must be received before 1:30 pm on Sunday
25 August 2024.
For further information please contact:
James Spence
Chief Executive Officer
Goodman Property Services (NZ) Limited
(021) 538 934

Attachments provided to NZX:
1. Goodman Property Trust Notice of Annual Meeting 2024
2. Voting and Proxy Form
3. Covering letter to Unitholders

About Goodman Property Trust:
GMT is a managed investment scheme, listed on the NZX. It has a market capitalisation of around $3.2 billion,
ranking it in the top 15 of all listed investment entities. The Trust is New Zealand’s leading warehouse and
logistics space provider. It has a substantial property portfolio, with a 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.

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


30 July 2024


Dear Unitholder

Annual Meeting of Unitholders
The Annual Meeting of Goodman Property Trust will be held on Tuesday 27 August
2024, at 1:30 pm. The venue for the meeting is the Sofitel, 21 Viaduct Harbour Avenue,
Auckland 1010. A hybrid format allows Unitholders who are unable to attend the
physical meeting to participate through a live webcast.
The formal business of the meeting includes four resolutions:
+ the re-appointment of Laurissa Cooney, Leonie Freeman and David Gibson as
Independent Directors and
+ approval of an increase in the remuneration pool for Directors.
The Board unanimously recommends you vote in favour of all four resolutions.
The environment in which GMT operates has become significantly more complex.
Increased regulatory risk and reporting obligations, particularly with respect to
sustainability and climate change plus the new opportunities created by Internalisation
have increased demands on Directors.
In line with comprehensive market benchmarking provided by PwC, the remuneration
committee have recommended an increase in Director fees to reflect these new risks,
complexities and responsibilities. It will also ensure GMT can continue to attract and
retain suitable high performing Directors.
When compared to similar listed entity boards, the increase in the total remuneration
entitlement to $1,070,000 remains lower than the benchmark average of $1,147,000.
With John Dakin (Chair) and Gregory Goodman (Non-executive Director) electing not to
take Director’s fees, the actual remuneration expected to be paid is around $732,500,
significantly less than the total remuneration entitlement.
Enclosed with this letter are the Notice of Meeting and Voting and Proxy Form. The
Notice of Meeting includes a full breakdown of the proposed remuneration changes
outlined above. The PwC benchmark report is also available on our website:
https://nz.goodman.com/about-goodman/corporate-governance
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.
Yours faithfully






John Dakin David Gibson
Chair Deputy Chair and Independent Director

---

ANNUAL MEETING OF UNITHOLDERS
Tuesday 1:30 pm, 27 August 2024
Sofitel Auckland Viaduct Harbour,
21 Viaduct Harbour Avenue, Auckland
VOTING AND PROXY FORM
The Meeting will have a hybrid format, with attendance either in person or through a live webcast. The webcast can be accessed from:
https://meetnow.global/nz
If you propose to attend the Meeting on Tuesday 27 August 2024 you will need to bring this Voting and Proxy Form with you;
If you do not propose to attend the Meeting but wish to be represented by proxy you have two voting options, either:
1) complete the proxy voting process online through the www.investorvote.co.nz website or by scanning the QR code below, or
2) complete and sign the sections overleaf, and mail or deliver the form to Computershare Investor Services Limited using the pre-addressed
envelope provided.
Please refer to the Virtual Meeting Guide, available at https://www.computershare.com/nz-vm-guide
for more information on attending the Meeting online.
YOUR SECURE ACCESS INFORMATION
Control Number: CSN/Unitholder Number:
You will need your CSN/Unitholder Number and postcode (or country of residence if outside New Zealand)
to securely access the online voting portal. Please follow the prompts to appoint your proxy and exercise your vote.
For your proxy appointment to be effective it must be received before 1:30pm Sunday 25 August 2024.
HOW TO VOTE ON THE RESOLUTIONS
All your securities will be voted in accordance with your directions.
APPOINTMENT OF PROXY
If you do not plan to attend the Meeting, you may appoint a proxy to attend the
meeting and vote in your place. A proxy need not be a Unitholder. The Chair of
the Meeting, or any other Director of the Manager, is willing to act as proxy for any
Unitholder who wishes to appoint him or her for that purpose. To do this, enter ‘the
Chair’ or the name of your proxy in the space allocated in ‘Step 1’ of this form.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each
Resolution. If you mark the “Proxy Discretion” box or you do not mark a box, you will
be deemed to have given your proxy discretion and your proxy may vote as they
choose (except in relation to Resolution 4 as outlined below). However, if a person
who is disqualified from voting in favour of Resolution 4 (including the Chair or a
Director of the Manager) is appointed as a proxy, that person will not be permitted
to vote a discretionary proxy given in their favour with respect to that resolution.
The Chair and any other Director of the Manager intends to vote any undirected
proxies held by them for Resolutions 1, 2 and 3 in favour of those Resolutions. If
you mark more than one box in relation to a particular Resolution, your vote will
be invalid and no vote will be cast on your behalf in relation to that Resolution. If
you do not name a person as your proxy or your named proxy does not attend
the meeting, but you otherwise complete this Voting and Proxy Form in full, the
Chair will be appointed your proxy and will vote in accordance with your express
directions.
Attending the Meeting
If attending the Meeting in person please bring this form to assist registration. If a
representative of a corporate Unitholder is to attend the meeting you will need to
provide a written copy of your authorisation prior to admission.
If you are participating through the live webcast, please refer to the Virtual Meeting
Guide, available at https://www.computershare.com/nz-vm-guide for more
information about attending the meeting online. You can still attend the meeting
virtually, even if you have appointed a proxy.
SIGNING INSTRUCTIONS
FOR POSTAL FORMS
Individual
Where the holding is in one name, the Unitholder
must sign.
Joint Holding
Where the holding is in more than one name,
all of the Unitholders should sign.
Power of Attorney
If this Voting and Proxy Form has been signed
under a power of attorney, the power of
attorney or a notarially certified copy of that
power of attorney and a signed certificate of
non-revocation of the power of attorney, must
accompany the signed form, unless it has already
been noted by Computershare Investor
Services Limited.
Companies
This Voting and Proxy Form must be signed
by a duly authorised officer or attorney.
Please sign in the appropriate place and
indicate the office held.
Questions about voting
Should be directed to Computershare Investor
Services, by phone +64 9 488 8777 or
toll free on 0800 359 999 or by email to
enquiry@computershare.co.nz
SCAN TO VOTE
GOODMAN PROPERTY TRUST

STEP 1
Appoint a Proxy to Vote on Your Behalf
I/We being a Unitholder/Unitholders of Goodman Property Trust
hereby appoint* of
or failing him/her of
as my/our proxy to act generally at the hybrid meeting on my/our behalf and to vote in accordance with the following directions at the
Annual Meeting of Unitholders of Goodman Property Trust to be held at 1:30pm on Tuesday 27 August 2024 and at any adjournments or
postponements of that meeting..
*The Chair of the Meeting, and each of the Directors of the Manager, is willing to act as proxy for any Unitholder(s) who may wish to appoint him or her for that purpose.
If appointed, the Chair or Director would vote as directed.
If your proxy is not the Chair of the Meeting or any other Director of the Manager, please ensure that you provide their contact details (phone and email address).
If this information is not provided, we cannot guarantee remote admission to the hybrid meeting for your proxy.
Proxy contact details (Phone): and (Email):
STEP 2
Voting Instructions/Ballot Paper — please mark your vote
If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in computing the required majority.
RESOLUTION 1
As an ordinary resolution, that Unitholders approve the reappointment of Laurissa Cooney as a Director of the Manager.
RESOLUTION 2
As an ordinary resolution, that Unitholders approve the reappointment of Leonie Freeman as a Director of the Manager.
RESOLUTION 3
As an ordinary resolution, that Unitholders approve the reappointment of David Gibson as a Director of the Manager.
RESOLUTION 4
As an ordinary resolution, that Unitholders approve, for the purposes of NZX Listing Rule 2.11.1, that the maximum aggregate amount of
remuneration payable by the Manager to Directors (in their capacity as Directors) be increased to $1,070,000 per annum, with effect on and from
1 September 2024.
Please note: If your proxy is the Chair or any other Director of the Manager you must direct them to vote either for or against Resolution 4 as they will not be allowed to
exercise their own discretion. If you mark the Proxy Discretion box, or if you do not mark any box, in relation to Resolution 4, no vote will be cast on your behalf.
STEP 3
Signature of Unitholder(s) — this section must be completed
UNITHOLDER 1
UNITHOLDER 2UNITHOLDER 3

or Sole Director/Director or Director (if more than one)
Contact Name Contact Daytime Telephone Date 2024
This Voting and Proxy Form is accompanied by a pre-addressed envelope which requires no stamp within New Zealand.
PROXY/CORPORATE REPRESENTATIVE FORM
ATTENDANCE SLIP
Proxy
For Against Discretion Abstain




Annual Meeting of Unitholders of Goodman Property Trust to be held at 1:30pm on Tuesday
27 August 2024. The Meeting will have a hybrid format, with attendance either in person or
through a live webcast. The webcast can be accessed from: https://meetnow.global/nz