GMT Managed Investment Scheme Annual Report

GOODMAN PROPERTY TRUST
MANAGED
INVESTMENT
SCHEME
ANNUAL REPORT 2024

WELCOME
MANAGED INVESTMENT SCHEME
ANNUAL REPORT 2024
3
DETAILS
OF THE SCHEME
3
DESCRIPTION
OF THE SCHEME
3
INFORMATION
ON COMPOSITION
OF THE SCHEME
4–5
CHANGES RELATING
TO THE SCHEME
6
FINANCIAL CONDITION
AND PERFORMANCE
OF THE SCHEME

7–8
FEES
9
SCHEME
PROPERTY
10
CHANGES TO
PERSONS INVOLVED
IN THE SCHEME
10
HOW TO FIND
FURTHER INFORMATION
11
CONTACT DETAILS
AND COMPLAINTS

CONTENTS

DESCRIPTION
OF THE SCHEME
The Scheme owns, develops and manages
commercial property and business real
estate space located in New Zealand.
The Scheme is a unit trust established by a trust deed dated
23 April 1999 (“Trust Deed”), under the Unit Trusts Act 1960.
INFORMATION
ON COMPOSITION
OF THE SCHEME
This Annual Report covers the
accounting period from 1 April 2023
to 31 March 2024.
The number of managed investment products, being Units, on issue
at the start of the accounting period was 1,403,254,516.
The number of Units on issue at the end of the accounting period
was 1,538,768,535.
DETAILS OF
THE SCHEME
The scheme is the Goodman Property Trust
(“Scheme” or “GMT”) which is a managed
investment scheme for the purposes of
the Financial Markets Conduct Act 2013
( “ F M CA” ) .
The manager of the Scheme (“Manager”) is Goodman Property
Services (NZ) Limited (“GPS”), and the supervisor of the Scheme
(“Supervisor”) is Covenant Trustee Services Limited.
A Product Disclosure Statement has not been prepared for the
Scheme as no regulated offers of units in the Scheme (“Units”) have
been made pursuant to the FMCA.
The Scheme’s latest financial statements and the auditor’s report for
those statements were lodged with the Registrar on 8 August 2024.
Units are listed on the NZX with the code of GMT.
3
MANAGED INVESTMENT SCHEME
ANNUAL REPORT 2024

CHANGES RELATING
TO THE SCHEME
Material changes to the nature of the Scheme,
the Scheme property, or the management of
the Scheme over the accounting period are as follows:
Statement of Investment Policies
and Objections (“SIPO”)
There have been no amendments to the SIPO during the period
from 1 April 2023 to 31 March 2024.
Change of Manager
The Manager of the Scheme changed from Goodman (NZ) Limited
(“GNZ”) to GPS on 28 March 2024 following settlement of the
internalisation transaction (“Internalisation”) summarised below.
GMT entered into contracts with Goodman Group pursuant to which
GNZ agreed to relinquish its rights under the existing management
arrangements for consideration of $272.4 million. In addition, GMT
acquired all the shares in GPS and Goodman Limited agreed to
provide GPS with transitional services under the terms of a
co-operation and services agreement following settlement of
Internalisation.
An additional $17.6 million in aggregate was paid to Goodman Group
in consideration for the sale to GMT of Goodman Group’s interest in
co-owned investment properties, the net tangible assets of GPS and
in lieu of any performance fee that may be payable to GNZ for the
period from 1 April 2023 until settlement of Internalisation under the
terms of the Trust Deed.
To facilitate the settlement of Internalisation and related transactions,
Goodman Group subscribed for $290.0 million of Units at a fixed
price of $2.14 per Unit. The price was determined on the basis of
the higher of the net tangible assets per Unit (taking account of
preliminary 31 March 2024 valuations) or the 5-day volume-weighted
average price up to 20 February 2024. The Unit subscription was
approved at a meeting of Unitholders on 26 March 2024 and settled
on 28 March 2024.
GPS is now the Manager of GMT and provides services directly on a
cost recovery basis.
Tr u s t D e e d
During the period from 1 April 2023 to 31 March 2024, the following
amendments were made to GMT’s Trust Deed to reflect the
changes arising from Internalisation:
+ deletion of the provisions relating to the remuneration of the
previous Manager and the insertion of provisions whereby the
new Manager shall not be entitled, in respect of its services,
to any fee in the nature of remuneration but shall be entitled
to reimbursement and indemnification in accordance with the
provisions of the Trust Deed;
+ deletion of the provisions under which the manager of the
Trust is entitled to receive a payment on cessation of office;
+ clarification of the reimbursement of expenses provisions
contained in the Trust Deed to provide that all costs, charges,
disbursements and expenses incurred by the Manager in
performing its functions of and incidental to the management
of the Trust are reimbursable out of the assets of the Trust;
+ Unitholders are given the right, by means of an Ordinary
Resolution, to direct the shareholder of the Manager as to the
individuals in respect of whom the shareholder of the Manager
shall exercise its right to appoint and remove as directors under
the constitution of the Manager;
+ Unitholders are given the right, by means of an Extraordinary
Resolution, to direct the shareholder of the Manager (including
as to terms) to dispose of all or any of the shares in the Manager
or to vote its shares in the Manager;
+ express provisions to confirm that the payment of directors’
fees to the directors of the Manager would be reimbursable out
of the assets of the Trust;
+ inclusion of an express provision entitling the Manager to act as
a property manager for the Trust, and receive and retain fees
and other remuneration for acting in that capacity; and
+ other minor variations, including updating clause cross-
references and removing obsolete provisions.
GMT’s Trust Deed is available on the Corporate Governance
section of the Goodman Property Trust website at
https://nz.goodman.com. It is also available on the Disclose
Register accessible on the Companies Office website
(ht tp s: //www.companiesoffice.govt.nz/disclose).
MANAGED INVESTMENT SCHEME
ANNUAL REPORT 20244

Related party transactions
During the period from 1 April 2023 to 31 March 2024, Internalisation
(approved by Unitholders at the Special Meeting on 26 March 2024)
removed the existing external management structure. The effective
date of this change was 28 March 2024.
There were no other related party transactions entered into during
the period from 1 April 2023 to 31 March 2024 that were not on arm’s-
length terms.
Further details of the related party fees paid by GMT to GNZ and
GPS can be found in the financial statements for GMT which have
been lodged with the Registrar.
During the period from 1 April 2023 to 31 March 2024 there were no
other material changes to:
(a) the terms under which Units are offered to Unitholders; or
(b) any valuation and pricing methodologies that might affect the
Scheme’s net asset value or the value of Units.
CHANGES RELATING TO THE SCHEME — CONTINUED
MANAGED INVESTMENT SCHEME
ANNUAL REPORT 20245

FINANCIAL CONDITION AND
PERFORMANCE OF THE SCHEME
The disciplined execution of an investment
strategy exclusively focused on the
Auckland industrial property market has
continued to support strong operating
results. While GMT has recorded
a statutory loss, Internalisation and other
initiatives have positioned it for the next
phase of its business growth.
As at 31 March 2024 the Scheme had total current assets of
$44.0 million, total non-current assets of $4,672.9 million and total
liabilities of $1,617.8 million (net assets of $3,099.1 million).
Total comprehensive income for the 12 month period to
31 March 2024 was ($564.9) million, and total distributions relating
to the period to Unitholders were $85.9 million, representing
6.125 cents per Unit.
Total comprehensive income for the 12 month period to
31 March 2023 was ($135.4) million, and total distributions relating
to the period to Unitholders were $81.3 million, representing
5.80 cents per Unit.
Total distributions of 6.5 cents per Unit are expected to be paid for
the 12 month period to 31 March 2025.
You can find a copy of the Scheme’s financial statements, including
information on distributions made by the Scheme on the Disclose
Register at www.companies.govt.nz/disclose, scheme number
SCH11225.
Further information on the financial result is provided in GMT’s
Annual Report at: www.goodmanreport.co.nz.
1
Operating earnings is a non-GAAP financial measure included to provide an assessment
of the performance of GMT’s principal operating activities. The calculation is set out in
GMT’s Statement of Comprehensive Income and in note 3.1 of the financial statements.
2
Loan to value ratio is a non-GAAP financial measure used to assess the strength of
GMT’s balance sheet. The calculation is set out in note 2.6 of GMT’s financial statements.
3
Cash earnings is a non-GAAP measure that assesses free cash flow, on a per Unit basis,
after adjusting for certain items. Calculation of GMT’s cash earnings and underlying
cash earnings is set out on page 25 of the 2024 Annual Report.
HIGHLIGHTS INCLUDE:
The locational advantages and productivity benefits of
GMT’s urban logistics portfolio have contributed to a 9.3%
increase in operating earnings
1
, to $121.4 çmillion after tax.
While the operating performance of the Trust has been
very strong, a 9.5% reduction in the fair value of the
property portfolio and the one-off cost of Internalisation
have contributed to a statutory loss of $564.9 million after
tax compared to a statutory loss of $135.4 million after tax
in FY23.
GMT had net tangible assets of 201.4 cents per Unit at
31 March 2024.
Substantial balance sheet capacity, with a loan to value
ratio
2
of 31.5% and $760 million of available liquidity at
31 March 2024.
A 4.8% increase in underlying cash earnings
3
to 7.44 cents
per Unit and a 5.1% increase in cash distributions declared
for the period of 6.2 cents per Unit.
Cash earnings guidance for FY25 is for further growth to
around 7.5 cents per Unit. Cash distributions of 6.5 cents
per Unit are expected to be paid, a 4.8% increase on FY24.
A $4.5 billion property portfolio providing over one million
square metres of warehouse and logistics space, with
occupancy of 99.5% and a weighted average lease term of
six years.
Positive leasing results with 141,284 sqm of space secured
on new or revised terms, which together with recent rent
reviews has contributed to like-for-like net property income
growth of 6.5%.
The completion of four fully leased development projects
providing 79,452 sqm of warehouse and logistics space,
with $209.7 million of work in progress (total project cost).
GMT’s 2024 Sustainability Report (compliant with the new
Aotearoa New Zealand Climate Standards) was released
as a standalone electronic report on 29 July 2024 and is
available at www.goodmanreport.co.nz

It includes business specific disclosures around climate-
related risks and opportunities under various climate
scenarios and timeframes.
MANAGED INVESTMENT SCHEME
ANNUAL REPORT 20246

FEES
The following fees and expenses were charged in respect of the
Scheme in dollars and as a percentage of the Scheme’s net assets
for the 12 months to 31 March 2024.
Manager’s base fee
Up to the date of Internalisation, the former Manager’s base fee was
calculated as 0.50% per annum of the book value of GMT’s assets
(other than cash, debtors and development land) up to $500 million,
plus 0.40% per annum of the book value of GMT’s assets (other than
cash, debtors and development land) greater than $500 million.
Manager’s performance fee
Up to the date of Internalisation, the former Manager was entitled
to be paid a performance fee equal to 10% of GMT’s performance
above a target return (which is calculated annually on 31 March),
capped at 5% of annual out performance (except in a period in
which GNZ ceases to hold office, or GMT terminates). The target
return is equal to the annual return of a gross accumulation index
created from NZX listed property entities having a principal
focus on investment in real property, excluding GMT, (the “Peer
Group”) with the index being compiled by a suitably qualified and
experienced person.
As part of Internalisation, a payment in lieu of the performance fee
of $14.7 million was paid to GNZ to settle GMT’s performance fee
obligations. This was calculated to be equivalent to the maximum
performance fee payable in the year to 31 March 2024.
Following Internalisation, GPS became the Manager of GMT with services provided directly on a cost
recovery basis from 28 March 2024.
Fees and expenses description
Value
($ million)
% of Scheme’s
net assets
1
Valuation fees1.10.04
Trustee fees0.50.02
Auditor’s fees0.50.02
Other costs1.50.05
Fees/expenses charged by other persons3.60.12
Manager’s base fee18.90.61
Property management fees4.50.15
Leasing fees2.80.09
Acquisition and disposal fees0.00.00
Minor project fees1.10.04
Development management fees13.10.42
Fees charged by the Manager and its associated persons40.41.30
Total Fees and Expenses44.01.42
1
The net assets of the Scheme as at 31 March 2024 were $3,099.1 million.
7
MANAGED INVESTMENT SCHEME
ANNUAL REPORT 2024

FEES — CONTINUED
Property management fees
Up to the date of Internalisation, property management fees were
paid to GPS for day to day management of properties.
Leasing fees
Up to the date of Internalisation, leasing fees were paid to GPS for
executing leasing transactions.
Acquisition and disposal fees
Up to the date of Internalisation, acquisition and disposal fees were
paid to GPS for executing sale and purchase agreements.
Minor project fees
Up to the date of Internalisation, minor project fees were paid for
services provided to manage capital expenditure projects for
stabilised properties.
Development management fees
Up to the date of Internalisation, development management fees
were paid for services provided to manage capital expenditure
projects for developments.
Reimbursement of expenses for services provided
Up to the date of Internalisation, certain services were provided
by GPS instead of using external providers, with these amounts
reimbursed on a cost recovery basis.
For more information in respect of the fees, please refer to the
Scheme’s financial statements, on the Disclose Register at
www.companies.govt.nz/disclose, scheme number SCH11225.
Changes to fees and expenses
Fees and expenses charged by unrelated third parties for valuation,
trustee, audit and other services are charged at a market rate and
subject to change as contracts are renewed or changed.
MANAGED INVESTMENT SCHEME
ANNUAL REPORT 20248

SCHEME
PROPERTY
The table below summarises the assets of the Scheme which
is extracted from the balance sheet as at 31 March 2024
and 31 March 2023:
$ million20242023
Non-current assets
Investment property 4,533.94 ,7 91. 2
Other assets1.92.8
Investment property contracted for sale1.40.0
Derivative financial instruments 38.442.9
Property, plant and equipment3.80.0
Tax receivable6.90.0
Deferred tax assets30.10.0
Related party assets56.50.0
Total non-current assets4,672.94,836.9
Current assets
Cash 9.46.6
Derivative financial instruments3.80.0
Debtors and other assets 9.110.4
Tax receivable2.30.0
Related party assets19.40.0
Total current assets44.017. 0
Total assets4 ,716 . 94,853.9
9
MANAGED INVESTMENT SCHEME
ANNUAL REPORT 2024

CHANGES
TO PERSONS
INVOLVED IN
THE SCHEME
During the accounting period, Phil Pryke retired as a Director
of GNZ and was not replaced. The effective date of the change
was 30 September 2023.
The Manager of the Scheme changed from GNZ to GPS on
28 March 2024 as part of Internalisation.
There have been no other changes to persons involved in the
Scheme during the accounting period.
The Board of GPS comprises:
Chair and Non-executive Director John Dakin
Independent Directors Laurissa Cooney
Leonie Freeman
David Gibson
Keith Smith
Non-executive Director Gregory Goodman
HOW TO FIND
FURTHER
INFORMATION
Copies of documents relating to the Scheme, such as the Trust
Deed, SIPO and the annual financial statements are available
on the Disclose Register at www.companies.govt.nz/disclose,
scheme number SCH11225.
You have the right, free of charge and during normal office hours,
to inspect that part of the Unit register that relates to your Units
on giving 5 working days’ notice to the Manager.
You also have the right, free of charge, on giving 5 working days’
notice to the Manager and during normal office hours, to inspect
a copy of the Trust Deed, SIPO and annual financial statements
at the Manager’s registered office, which is located at Level 2,
18 Viaduct Harbour Avenue, Auckland 1010.
Alternatively, you can obtain a copy free of charge by writing to us
at PO Box 90940, Auckland 1142.
MANAGED INVESTMENT SCHEME
ANNUAL REPORT 202410

MANAGER
Goodman Property Services (NZ) Limited
Level 2, 18 Viaduct Harbour Avenue, Auckland 1010
PO Box 90940, Victoria Street West, Auckland 1142
Toll free: 0800 000 656
Telephone: +64 9 375 6060
Email: info-nz@goodman.com
Website: https://nz.goodman.com
HELPLINE
The Manager has a dedicated toll free number, 0800 000 656
(+64 9 375 6073), which will connect Unitholders directly with
the investor relations team who will assist with any queries.
TRUSTEE AND SUPERVISOR
Covenant Trustee Services Limited
Level 6, Crombie Lockwood Building, 191 Queen Street
PO Box 4243, Auckland 1140
Telephone: +64 9 302 0638
REGISTRAR
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road, Takapuna
Private Bag 92119, Victoria Street West, Auckland 1142
Toll free: 0800 359 999 (within New Zealand)
Telephone: +64 9 488 8777 (outside New Zealand)
Facsimile: +64 9 488 8787
Email: enquiry@computershare.co.nz
COMPLAINTS
Complaints may be made to the Manager or Supervisor.
As a financial service provider registered under the Financial
Service Providers (Registration and Dispute Resolution) Act 2008,
the Manager is a member of an approved dispute resolution
scheme (registration number FSP36542).
FINANCIAL DISPUTE RESOLUTION
Freepost 231075
PO Box 2272, Wellington 6140
Toll Free: 0508 337 337 (within New Zealand)
Telephone: +64 4 910 9952 (outside New Zealand)
Email: enquiries@fdr.org.nz
There will be no fee charged to any complainant in connection
with an investigation.
C O N TA C T
DETAILS AND
COMPLAINTS
11
MANAGED INVESTMENT SCHEME
ANNUAL REPORT 2024

https://nz.goodman.com/

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Level 2, 18 Viaduct Harbour Avenue, Auckland | PO Box 90940, Victoria Street West, Auckland 1142
Tel +64 9 375 6060 | www.goodman.com/nz
nzx release+
GMT Managed Investment Scheme Annual Report
Date
23 August 2024
Release
Immediate

The 2024 Annual Report of Goodman Property Trust was released on 28 May 2024.
The report contained all the information that the Trust is required to provide to its
securityholders under the NZX Listing Rules.
As a managed investment scheme, under the Financial Markets Conduct Act, Goodman
Property Trust is required to produce a second annual report in a format consistent with
that Act.
An electronic copy of this second report has been lodged with Disclose and is provided
to the NZX as an attachment to this announcement.
For further information please contact:

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 $3.2 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.

---

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




23 August 2024

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

Dear Security Holder
Goodman Property Trust (“GMT” or “Trust”)
Financial Markets Conduct Act – Reporting Requirements
The 2024 Annual Report of Goodman Property Trust was released on 28 May 2024.
The report contained all the information that the Trust is required to provide to its
security holders under the NZX Listing Rules.
A small number of security holders elected to receive a printed copy of this report
while many more chose to view it online at www.goodmanreport.co.nz.
As a Managed Investment Scheme, under the Financial Markets Conduct Act, GMT
is required to produce a second annual report in a format consistent with that Act. An
electronic copy of this second report has been registered on Disclose and provided to
the NZX.
Security Holders have the right to receive, by mail and free of charge, a printed
report. If you wish to receive a copy of this 12-page document, please tick the box
below and return this letter in the re-sealable envelope it was mailed in.


I/we would like to receive a printed copy of the 2024 Managed
Investment Scheme Annual Report for Goodman Property Trust.

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




John Dakin
Chair