GMT – Waiver from NZX Listing Rule 5.2.1

NZ RegCo

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27 May 2025
NZ RegCo Decision
Goodman Property Trust (GMT) (NS)
Application for waiver from NZX Listing Rule 5.2.1

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Background
1. The information on which this decision is based is set out in Appendix One to this decision. This
waiver will not apply if that information is not, or ceases to be, full and accurate in all material
respects.
2. The NZX Listing Rule (Rules) to which this decision relates is set out in Appendix Two.
3. Capitalised terms that are not defined in this decision have the meanings given to them in the
Rules.
Waiver from Listing Rule 5.2.1
Decision
4. Subject to the conditions set out in paragraph 5 below, and on the basis that the information
provided by Goodman Property Trust (NS) (GMT) is complete and accurate in all material
respects, NZ RegCo grants GMT a waiver from NZX Listing Rule (Rule) 5.2.1, to the extent that
this Rule would otherwise require GMT to seek unitholder approval in relation to the Transaction.
5. The waiver in paragraph 4 above is provided on the conditions that:
a. the non-interested directors of GPSNZ certify to NZX that:
i) the terms of the Transaction have been entered into, and negotiated, on an arm's length
commercial basis;
ii) GMT was not influenced to enter into the Transaction by GMG;
b. the non-interested directors of GPSNZ certifying to NZX that the granting of the waiver is in
the best interests of:
i) GMT; and
ii) GMT's unitholders who are not precluded from voting under Rule 6.3;
c. the non-interested directors of GPSNZ certifying to NZX that the entry into the Transaction is
in the best interests of:
i) GMT;
ii) GMT’s unitholders; and
iii) GMT's unitholders who are not precluded from voting under Rule 6.3;
d. the non-interested directors of GPSNZ including in the certificate a summary of the core
grounds of the certifications given under each limb of conditions 5(a), (b) and (c) described
above; and
e. the waiver, its conditions and implications being disclosed in GMT's next annual report.
6. NZ RegCo will publish the certificate to market alongside publication of this waiver decision.

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Reasons
7. In coming to the decision to provide the waiver set out in paragraph 4 above, NZ RegCo has
considered that:
a. the purpose of Rule 5.2.1 is to ensure that unitholders have an opportunity to consider, and
vote on, Material Transactions where there is, or may be a perception of, the potential for
undue influence by a Related Party on an Issuer's decision to enter into a transaction or agree
to its terms. The granting of this waiver will not offend the policy behind Rule 5.2.1 because
GMT has submitted, and NZ RegCo has no reason not to accept, that:
i) GMT, without any involvement from GMG (save as to introductions, which leveraged
GMG’s global relationships to secure further third-party capital, a matter that GMT
considered beneficial as disclosed in GMT’s 26 February 2024 notice of meeting in
relation to its internalisation (2024 Notice of Meeting)), marketed the Transaction to a
select third-party investor group (which excluded GMG) and presented each potential
investor group the terms that GMT were willing to agree on, separately to each investor
group. GMT only further discussed with potential limited partnership investors who were
willing to invest on those terms (particularly as to price). Mercer was selected due to its
acceptance of the key commercial terms of the proposal.
ii) GMT, without any involvement from GMG, prepared the term sheet for the Transaction.
This term sheet was then used in negotiations between Mercer and GMT. Once agreed
between GMT and Mercer, the term sheet was provided to GMG with it being a "term
taking" investor (i.e. GMG has not separately negotiated key commercial terms). GMG
was not able to negotiate or request changes to the key commercial terms (particularly
price, fees and governance).
iii) In the course of determining whether to proceed with the Transaction, the independent
directors held separate discussions solely without the non-independent directors present.
The determination of the terms of the Transaction and the decision to proceed with the
Transaction on the final agreed terms was made solely by the independent directors in
meetings without the non-independent directors present. All negotiations of the terms of
the Transaction with counterparties were undertaken by senior members of GMT's
management team. The final Transaction terms, and entry into the transaction
documents, were approved by independent directors at a meeting at which the non-
independent directors were not present.
iv) The management of external funds by GPSNZ (which is what the Transaction involves)
was identified as a key strategic benefit of the internalisation of the management of GMT
at the time internalisation was voted on by Unitholders. At this time GMT signalled to the
market that it would establish a fund to invest in industrial opportunities in the Auckland
market, stating in the 2024 Notice of Meeting that “GPSNZ will seek to establish a new
Auckland logistics property fund. With the flexibility to acquire assets on-market and
directly from GMT’s existing portfolio”. GMT also noted in its investor presentation
published 26 February 2024 alongside the 2024 Notice of Meeting that “the fund will
focus on both new opportunities in the market and will have the flexibility to acquire
assets from GMT”. GMG publicly supported that proposal by committing to invest in an
externally managed fund established by GMT.
v) GMT determined that the seed asset for the externally managed fund would be
Highbrook Business Park given it was a mature asset, and it was GMT that determined
the terms on which investment in the external fund would be offered. GMG did not
participate in either of those decisions.
vi) GMG was also not involved in GMT's decision to accept GMG as an investor in the
externally managed fund.

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b. Accordingly, the Transaction has been negotiated on arm's length terms and while GMG is a
Related Party of GMT it has not influenced the terms of, or the value of, the Transaction, nor
GMT's decision to enter into it.
c. The certifications that will be provided by the non-interested Directors of GPSNZ as a
condition of the waiver provide comfort that the Transaction has been negotiated, and will be
entered into, on an arm's length commercial basis, the Transaction will be in the best interest
of GMT and unitholders, and that GMT was not influenced to enter into the Transaction by
GMG.
Confidentiality
8. GMT has requested this decision be kept confidential until GMT has made an announcement of
the Transaction to the market.
9. In accordance with Rule 9.7.2(a), NZ RegCo grants GMT's request.

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Appendix One
Background
1. GMT is a Listed Issuer with units quoted on the NZX Main Board. On 6 May 2019, NZX
Regulation (the frontline regulator of NZX Listed Issuers prior to the establishment of NZ RegCo),
granted GMT approval to List as an Issuer of Equity Securities. GMT, while a managed
investment scheme, is therefore subject to Rule 5.2.1.
2. GMT intends to establish a new fund that will allow investment into the beneficial interest in the
properties comprising the Highbrook Business Park (Properties) (the Transaction).
3. The fund will be structured as a limited partnership which will initially be formed as wholly-owned
subsidiary of GMT (Limited Partnership). Goodman (Highbrook) Limited, a subsidiary of GMT,
will be the sole limited partner, and GNZ Highbrook General Partner Limited, also a subsidiary of
GMT, will be the General Partner.
4. GMT will then conduct an intragroup transfer of the beneficial interest in Highbrook Business Park
(Properties) to the Limited Partnership while it is a wholly-owned subsidiary of GMT. This
intragroup transfer does not require Unitholder approval and is not a major transaction under the
Rules.
5. Following the restructure, interests in the Limited Partnership and proportionate shareholdings in
the General Partner will be issued / transferred to Mercer Investments (Australia) Limited, on
behalf of its Australian and New Zealand funds (Mercer) and Goodman Group (GMG). GMG (or a
subsidiary) will contribute NZ$200 million or approximately 15.8% initially; and Mercer will
contribute NZ$150 million or approximately 11.9% initially.
6. The new fund will therefore have three investors, with the limited partners being:
a. GMT (through its subsidiary) as to approximately 72.3%;
b. GMG (or a subsidiary), as to approximately 15.8%; and
c. Mercer, as to approximately 11.9%,
7. Goodman Property Services (NZ) Limited (GPSNZ) (in its own corporate capacity) will be
contracted by the General Partner to manage the Properties on behalf of the Limited Partnership.
GPSNZ, a wholly owned subsidiary of GMT, will charge management fees for this service.
Application of Rule 5.2.1
8. Rule 5.2.1 prohibits an Issuer from entering into a Material Transaction if a Related Party is, or is
likely to become a direct party to the Material Transaction, or a beneficiary of a guarantee or other
transaction which is a Material Transaction, unless that Material Transaction has been authorised
by an Ordinary Resolution (such resolution being subject to the voting restrictions in Rule 6.3) or
is conditional on such approval.
9. A Material Transaction includes a transaction, or a related series of transactions, whereby an
Issuer sells or otherwise disposes of, assets having an Aggregate Net Value above 10% of the
Issuer's Average Market Capitalisation.
10. GMG is a Related Party of GMT. The issue of beneficial interests in the Limited Partnership is a
Material Transaction with a Related Party, as after the establishment of the Limited Partnership,
the Limited Partnership will be considered part of GMT through the extended definition under limb
(b) of Issuer under the Rules.
11. For the purposes of Rule 5.2.1, limb (a) of the definition of Material Transaction is triggered on the
basis of the aggregate value of the investments of GMG and Mercer (being approximately
NZ$350 million) in the Limited Partnership. The investments by GMG and Mercer are a series of

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related transactions, being an investment into the Limited Partnership which exceeds 10% of
GMT’s Average Market Capitalisation. GMT's Average Market Capitalisation as at the date of this
waiver is approximately NZ$3 billion.

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Appendix Two

Rule 5.2 Transactions with Related Parties

5.2.1 An Issuer must not enter into a Material Transaction if a Related Party is, or is likely to
become:
(a) a direct party to the Material Transaction, or

(b) a beneficiary of a guarantee or other transaction which is a Material Transaction,
unless that Material Transaction is approved by an Ordinary Resolution (such resolution being
subject to the voting restrictions in Rule 6.3) or conditional on such approval.

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3442-0280-1977 v2 1
GOODMAN PROPERTY SERVICES (NZ) LIMITED
(as manager of Goodman Property Trust, the "Company")
Directors' Certificate
(Condition of NZX Regulation Limited's waiver from NZX Listing Rule 5.2.1)
BACKGROUND
A. Capitalised terms not defined in this certificate shall have the meanings given to them in the
NZX Listing Rules (the "Rules").
B. The Company is acting in its capacity as manager of Goodman Property Trust ("GMT"). GMT
intends to establish a new fund in relation to the beneficial interest in the properties comprising
the Highbrook Business Park ("Properties") (the "Proposed Transaction") .
C. Under the Proposed Transaction:
(a) the new fund will be established in the form of a New Zealand registered limited
partnership ("Limited Partnership") , with the limited partners being:
(i) GMT (or a subsidiary) as to approximately 72.3% initially;
(ii) Goodman Group (or a subsidiary) ("GMG"), as to NZ$200 million or
approximately 15.8% initially; and
(iii) a third-party investor, as to NZ$150 million or approximately 11.9% initially;
(b) the beneficial interest in the Properties will be transferred to the Limited Partnership,
with the consideration payable by the Limited Partnership for that beneficial interest
being approximately NZ$2.1 billion; and
(c) the Company (in its own corporate capacity) will be contracted by the general partner
of the Limited Partnership to manage the Properties on behalf of the Limited
Partnership.
D. GMG is a Related Party of GMT. For the purposes of Rule 5.2.1, the Proposed Transaction
may be a Material Transaction with a Related Party on the basis of the aggregate value of the
investments of GMG and the third party investor (being approximately NZ$350 million),
arguably as a series of related transactions, against GMT's Average Market Capitalisation as
at the date of this certificate of approximately NZ$3 billion.
E. In a decision of NZX Regulation Limited ("NZ RegCo") dated on or around the date of this
certificate (the "Decision"), NZ RegCo granted GMT a waiver (the "Waiver") from Rule 5.2.1
to the extent required to allow GMT to enter into the Proposed Transaction.
F. The Waiver was given on the condition that the non-interested directors of the Company (the
"Directors") give this certificate.

3442-0280-1977 v2 2
CERTIFICATION
We, being all of the Directors who are not interested in the Proposed Transaction, certify that in our
opinion:
1. The terms of the Proposed Transaction have been entered into, and have been negotiated,
on an arm's length commercial basis.
2. GMT was not influenced to enter into the Proposed Transaction by GMG.
3. The granting of the Waiver in respect of the Proposed Transaction is in the best interest of:
(a) GMT; and
(b) GMT's unitholders ("Unitholders") other than GMG.
4. Entry into the Proposed Transaction is in the best interest of each of:
(a) GMT;
(b) all Unitholders; and
(c) Unitholders other than GMG.


GROUNDS FOR THE CERTIFICATION
A summary of the core grounds for the certification are as follows:
The terms of the Proposed Transaction have been entered into, and have been
negotiated, on an arm's length commercial basis.
1. GMT marketed the Proposed Transaction on terms it determined, rather than terms proposed
by potential investors, and GMT only dealt with investors who were willing to invest on the
terms it had proposed (particularly as to price).
2. To the extent there has been any negotiation of key commercial terms with GMT, that
negotiation has been undertaken with the third-party investor, with GMG being a "term taking"
investor (ie GMG has not separately negotiated key commercial terms).
3. Accordingly, the Proposed Transaction has been negotiated on arm's length basis.
GMT was not influenced to enter into the Proposed Transaction by GMG.
4. While GMG is a related party of GMT, GMG has not influenced GMT's decision to enter into,
or the value of, the Proposed Transaction.
5. The management of external funds by the Company (which is what the Proposed Transaction
involves) was identified as a key strategic benefit of the internalisation of the management of
GMT at the time internalisation was voted on by Unitholders. GMG publicly supported that
proposal, by committing to invest up to $200 million in an externally managed fund established
by GMT.
6. GMT determined that the seed asset for the externally managed fund would be Highbrook
Business Park (given it was a mature asset, held for disposal), and it was GMT that determined

3442-0280-1977 v2 3
the terms on which investment in the external fund would be offered. GMG did not participate
in either of those decisions.
7. GMG was also not involved in GMT's decision to accept GMG as an investor in the externally
managed fund.
8. Accordingly, GMT was not influenced to enter into the Proposed Transaction by GMG.
The granting of the Waiver is in the best interests of GMT and Unitholders (other than
GMG)
9. As noted above, the key commercial terms of the Proposed Transaction were negotiated on
an arm's length commercial basis with a third party and GMG invested on those same terms.
10. GMT was not influenced to enter into the Proposed Transaction by GMG.
11. Therefore, the policy behind Rule 5.2.1 is not offended by the granting of the Waiver.
12. The Proposed Transaction is also consistent with GMT's public-stated strategy.
13. The most likely counterfactual to the Proposed Transaction is for GMT to raise capital to enable
the pursuit of development opportunities and to retire debt. The view of the Board of the
Company (informed by advice received by GMT) is that any such capital raise would effectively
value GMT's assets (including Highbrook Business Park) at less than the value under the
Proposed Transaction (ie the Proposed Transaction is value accretive to GMT and the
Unitholders when compared to the counterfactual).
14. Feedback from unitholders since internalisation has been that they are keen to see GMT
execute the external fund strategy.
15. While Unitholders could arguably be disadvantaged by GMT's economic interest in the
Properties reducing to 72.3%, the following advantages are considered to significantly out-
weigh that potential disadvantage:
(a) the 27.7% interest foregone will be replaced by cash proceeds at an implied value
higher than the holding value of the Properties, allowing GMT to invest in higher
return development opportunities rather than mature assets (and without needing to
raise capital);
(b) the consideration is value accretive to Unitholders given GMT's prevailing unit price
is trading at a significant discount to GMT's net tangible asset value; and
(c) the Company (which currently operates as manager on a "cost recovery" basis under
its contract with GMT) will earn fees from the Limited Partnership, which will reduce
the amount it needs to recover from GMT (ie the Company's cost of operating will be
covered to some extent by the fees it charges the Limited Partnership, reducing the
fees it must charge GMT), and Unitholders will be better off to the extent of the fee
income from the Limited Partnership.
16. Given the above factors, particularly in relation to the key economic benefits of the Proposed
Transaction, in our opinion, the granting of the Waiver is in the best interests of GMT and
Unitholders as a whole (including Unitholders other than GMG).

3442-0280-1977 v2 4
Entry into the Proposed Transaction is in the best interests of each of GMT, all
Unitholders and all Unitholders (other than GMG)
17. The implied value of the Properties under the Proposed Transaction is higher than their holding
value. The funds received from the Proposed Transaction will allow GMT to invest in high
return development opportunities, rather than in mature assets (and without needing to raise
capital).
18. This net economic benefit accrues to, and is to the benefit of, GMT, all Unitholders and all
Unitholders (other than GMG).
19. Accordingly, entry into the Proposed Transaction is in the best interests of each of GMT, all
Unitholders and all Unitholders (other than GMG).


DATED:
SIGNED:


David GIBSON


Laurissa COONEY


Leonie FREEMAN Keith SMITH


27 May 2025