GMT Remuneration Policy

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 Remuneration Policy
Date 30 September 2024
Release Immediate
Following Internalisation of its management functions on 28 March 2024, a
Remuneration Policy applying to the Directors, executives, and employees of
Goodman Property Services (NZ) Limited (the new Manager of Goodman Property
Trust) has now been established.

John Dakin, Chair of the Board said, “One of the key operational differences with the new
corporate structure is that Directors and staff are now employed by GMT, through its
effective ownership of the new management entity.”

A remuneration subcommittee of the Board, Chaired by Independent Director David
Gibson, was formed to manage this responsibility.

John Dakin said, “We’ve adopted a contemporary remuneration structure that will ensure
GMT continues to attract and retain the best people, with the skills and knowledge
necessary to ensure its long-term commercial and strategic success.

With a total remuneration package that includes a significant performance-based
component, we’ve incentivised our people by aligning individual outcomes with those of
our Unitholders and other stakeholders.”

Key to this structure is a long-term incentive plan that awards performance rights in GMT
to all permanent employees. These performance rights are at risk and are subject to GMT
meeting specific performance hurdles, over a three-year testing period.

Further details are provided in the Remuneration Policy provided as an attachment to this
release and available online at:
https://nz.goodman.com/about-goodman/corporate-governance.
To assist stakeholders in understanding how the policy will be implemented, a
Remuneration Framework Presentation has also been released. This includes the rationale
for the new structure, disclosures around Chief Executive Officer Remuneration and the
specific performance hurdles adopted for the long-term incentive scheme.

Attachments provided to NZX:
1. Remuneration Policy
2. Remuneration Framework Presentation

For further information, please contact:
John Dakin
Chair
Goodman Property Services (NZ) Limited
(021) 321 541

David Gibson
Deputy Chair and Independent Director
Goodman Property Services (NZ) Limited
(021) 276 9440


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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SCOPE AND
APPLICATION
This policy applies to
all Goodman Property
Services (NZ) Limited
(‘GPS’) Directors,
executives, and
employees.
PURPOSE
Goodman’s remuneration
policy and framework
supports the attraction
and retention of talent
with the skills and
knowledge critical for the
long-term commercial
and strategic success
of GPS as the manager
of Goodman Property
Trust (‘GMT’). Goodman’s
remuneration structure
rewards exceptional
performance and
strongly aligns our
people’s outcomes
with those of key
stakeholders.

REMUNERATION
POLICY

Directors’ Remuneration
The Directors are paid fees that reflect the responsibility of
governing GPS and GMT and implementing a strategy that
creates value for GMT investors.
Goodman considers it desirable to attract and retain high
performing Directors whose skills and experience are well
suited to business requirements and reflective of market
conditions.
The policy for Directors’ remuneration is an aggregate
fee pool which comprises a base fee for non-executive
directors, together with additional fees for the Chair of
the Board and for the Chair and members of the following
Committees:
+ Audit Committee
+ Remuneration Committee
+ Ad-hoc Committees
The Board determines the fees paid to Directors from the
approved aggregate fee pool.
External independent advice may be sought from time
to time to ensure Director remuneration appropriately
reflects the scope of responsibilities and is comparable to
relevant NZX listed companies. Any increases in Director
remuneration will be proposed to GMT Unitholders
for approval and will be supported by external and
independent benchmarking.
Director remuneration arrangements and disclosures
will comply with NZX Listing Rules, NZX Corporate
Governance Code, and Companies Act 1993. Director
remuneration will be disclosed in GMT’s annual report.
Executive and Employee Remuneration
Goodman adopts a ‘total remuneration’ structure where
levels of fixed remuneration are set relatively low against
the market, but variable pay delivered in the form of Short-
Term Incentives (‘STI’) and Long-Term Incentive (‘LTI’)
reward exceptional performance and strongly align our
people’s outcomes with key stakeholders.
The remuneration structure includes fixed remuneration,
discretionary Short-Term Incentive (‘STI’), a discretionary
Long-Term Incentive Plan (‘LTIP’), and additional non-cash
benefits.
All permanent GPS executives and employees are eligible
for STI and participation in the GMT LTIP. Remuneration
is reviewed annually, and the weighting of remuneration
components is determined during this process.
Remuneration for the Chief Executive Officer, Chief
Financial Officer, and General Counsel and Company
Secretary are determined by the Remuneration Committee
and approved by the Board on an annual basis.
Fixed Remuneration
Management considers the scope, complexity, experience,
individual performance, and market comparisons for
individual roles when determining fixed remuneration
outcomes.
Short-Term Incentives
STI remuneration is a fully discretionary reward for
performance against the annual performance objectives of
the individual, GPS and GMT.
Individual STI outcomes are determined with consideration
of biannual performance review outcomes, where
individual performance is measured against strategic,
financial, operational, and ESG objectives for the financial
year and how individuals have demonstrated behaviours
aligned with Goodman values.
For the Chief Executive Officer, STI outcomes are
determined considering the achievement of the strategy
and financial performance of GPS and GMT for the relevant
financial year.
KiwiSaver
Employees enrolled in KiwiSaver receive employer
contributions on top of base salary and discretionary
STI payments.
Long Term Incentive Plan
The GMT LTIP is at-risk remuneration that rewards
executives and employees for the long-term sustained
performance of GMT and is critical to retention of talent.
Under the GMT LTIP, eligible employees are awarded
performance rights, which are a “right” to receive GMT units
if the vesting conditions are met. The vesting conditions
include performance hurdles that must be met over a
three-year performance testing period, with vesting in equal
tranches, annually, from the end of year three to the end of
year five.
The Board approves the total number of performance
rights to be granted and the performance hurdles for
each grant.
A policy limit has been set on the number of performance
rights that have yet to vest under the GMT LTIP, which
equates to 3% of GMT units on issue.
Details of the GMT LTIP are published in the GMT annual
report.
Benefits
Employees may be eligible for other benefits including, life
and permanent total disability insurance, income protection
insurance, company vehicles, and car parking.
REMUNERATION POLICY

POLICY INFORMATION
Date approved30 August 2024
Responsible DepartmentHuman Resources
Version number1.0
Last review date30 August 2024
Next review date20 May 2025
Approved byGPS Remuneration Committee
Related policies,
procedures, and forms
Remuneration Committee Charter
Code of Conduct Policy
Legacy policy or document
REMUNERATION POLICY
https://nz.goodman.com/

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