GMT Special Meeting of Unitholders

GOODMAN PROPERTY TRUST
SPECIAL MEETING OF UNITHOLDERS
31 March 2026

DISCLAIMER
The information and opinions in this presentation were prepared by Goodman Property Services (NZ) Limited ("GPS") and Goodman New Zealand Limited ("GNZL").
GPS and GNZL are the issuers of the stapled securities offered under the offer to which this presentation relates and GMT Shareholder Nominee Limited is the offeror. A
product disclosure statement for the offer, which sets out the terms and conditions of the offer of stapled securities, is available, and can be obtained on the offer register
at https://disclose-register.companiesoffice.govt.nz/, on Goodman Property Trust's ("GMT") website at https://nz.goodman.com/investor-centre/annual-reports-and-
other-communication or on request to GPS. A copy of the product disclosure statement will be provided to any eligible GMT unitholder on request and without charge.
The information provided in this presentation does not constitute financial product or investment advice. This presentation has been prepared without reference to the
particular investment objectives, financial situation, taxation position and particular needs of individual GMT unitholders. It is important that GMT unitholders read the
product disclosure statement and notice of meeting in their entirety before making any decision on how to vote on the resolution described in this presentation. GMT
unitholders in any doubt in relation to these matters should consult their investment, financial, taxation or other professional adviser.
Nothing in this presentation constitutes an invitation to subscribe for, or an offer of, shares, securities or financial products to any person in any country in which it would
be unlawful to do so. This presentation may not be published, delivered or distributed in or from any country or jurisdiction except under circumstances which will result in
compliance with all applicable laws and regulations.

+Nominated Chair of meeting
+Notice formally given
+Quorum confirmed
+Hybrid format
FORMALITIES

BOARD AND EXECUTIVES
Laurissa Cooney
Independent Director
Greg Goodman
Non-executive Director
Leonie Freeman
Independent Director
John Dakin
Chair and
Non-executive Director
David Gibson
Deputy Chair
and Independent Director
James Spence
Chief Executive Officer
Andy Eakin
Chief Financial Officer
Steve Jurkovich
Independent Director

MEETING
AGENDA
01
Meeting purpose
02
Consider and vote
on the Extraordinary
Resolution

MEETING PURPOSE
01
+Consider the proposal for the corporatisation of GMT
and the move to a stapled structure for the business.
+This is an important meeting to seek your approval on
the Extraordinary Resolution to effect the change.

BACKGROUND TO
THE PROPOSAL
+Internalised GMT’s management in 2024 to
set GMT up for thenext phase of its business
growth
+Established a new property funds
management business
+As outlined in November 2025, given GMT’s
strategic direction we have been actively
considering the corporatisation of GMT and
a move to a stapled structure

+The proposed structure is the most effective
framework to support the delivery of our long-term
investment strategy while retaining Portfolio
Investment Entity (“PIE”) status for the passive
investment property portion of the business.
+Facilitates further growth in our property funds
management business.
+Positions our business to pursue a greater level of
active investment opportunities
PROPOSAL SUPPORTS
GMT’S STRATEGIC DIRECTION
$4.7b
TOTAL PORTFOLIO VALUE
1
Including partnership AUM
$20m
INVESTMENT COMMITMENT
For potential data centre
development at Penrose
71.1%
HIGHBROOK FUND ESTABLISHED
GMT’s interest in the limited
partnership that owns Highbrook
Business Park
1
As at 30 September 2025
c.90%
PROVEN TRACK RECORD
Of the core portfolio developed
since 2004

CORPORATISATIONAND STAPLING
Property portfolio
A stapled structure will allow a greater level of active
investment opportunities to be undertaken whilst
retaining Portfolio Investment Entity (PIE) status for the
passive investment property portion of the business
Corporatisation will provide a
contemporary governance
structure and ongoing cost
savings to the business

STRUCTURE
HIGHBROOK BUSINESS PARK
+Corporatisation means changing
GMT from a unit trust to a company
structure, like most other
businesses listed on the NZX
+Stapling means permanently linking
two separate companies together,
so their shares are combined as a
single investment.
+Shareholders would be entitled to
receive two separate dividends –
one from Goodman New Zealand
Limited and one from Goodman
Property Services (NZ) Limited.
+Your underlying investment remains
unchanged.
CURRENT STRUCTURE
POST TRANSACTION STRUCTURE

KEY BENEFITS
HIGHBROOK BUSINESS PARK
+Provides GMT with a modern corporate structure;
+Positions our business to pursue new growth and
active investment opportunities through a separate
company;
+Facilitates further growth in our property funds
management business;
+Retains PIE tax status by holding our passive real
estate investments in a separate company
(Goodman New Zealand Limited) ;
+Maintains tax benefits for investors with dividends
from property ownership activities (which will
continue to receive tax-advantaged treatment as a
PIE distribution
1
) and new property and property
fund management and development activities
(which will be taxed as an ordinary dividend
2
); and
+Removes Trust Deed and FMC Act restrictions and
streamlines governance and compliance
processes, with corresponding cost savings.
1
Investors’ New Zealand tax is effectively capped at 28% even if they have a 33% or 39% personal tax rate.
2
Investors’ New Zealand tax will be charged at their top personal tax rate which could be as high as 39%.
If the proposed corporatisation and stapling transaction
does not proceed, GMT will continue to operate under its
current trust structure which will restrict certain strategic
opportunities and constrain our ability to advance income
diversification and further enhance earnings growth.

12
SUMMARY
The Directors unanimously
believe this transaction is in
the best interests of investors
and encourage you to vote in
favour of the Extraordinary
Resolution
+The corporatisation and stapling transaction
will provide a modern corporate structure and
positions the business to pursue new growth
and active investment opportunities alongside
its passive property investment activities. This
will support the Stapled Group to deliver the
long-term investment strategy of the business
while ensuring PIE status is retained for its
passive property investments.

FORMAL
BUSINESS
02

RESOLUTION
To consider and, if thought fit, pass the following as an extraordinary resolution:
a)That GPS, the Supervisor and GMT Shareholder are authorised:
i.to do everything necessary or desirable to enter into and give effect to the Transaction on such terms (being consistent in all material respects with those
described in paragraph 2.2 of Part 1 of the Explanatory Notes) as GPS, the Supervisor and GMT Shareholder consider appropriate; and
ii.to make the amendments to the Trust Deed shown in paragraph 4.2 of Part 1 of the Explanatory Notes,
and the Transaction is approved for all relevant purposes of Listing Rules 4.14.1(d) and 5.1.1(b).
b)That the Supervisor is directed pursuant to section 153(2)(b) of the FMC Act and clause 24.38(a) and clause 24.40 of the Trust Deed, and the GMT Shareholder is
directed pursuant to clause 24.39(b) of the Trust Deed and clause 4.1 of the Shareholding Deed, to do everything referred to in Resolution (a), including, without
limitation, to (as applicable):
i.effect the Share Split as described under paragraphs 2.2(f) of Part 1 of the Explanatory Notes;
ii.effect the Stapling and distribution of the Stapled Securities as described under paragraphs 2.2(g) and 2.2(h) of Part 1 of the Explanatory Notes;
iii.enter into and perform its obligations under the documents to which it is to be party as described in the Explanatory Notes and all other documents necessary
or desirable to give effect to the Transaction;
iv.vote its rights in respect of the shares in GPS to effect the revocation of the constitution of GPS and the adoption of a replacement constitution in the form
described in Schedule 1 of this Notice of Meeting and signed by the Chair for the purposes of identification to take effect on and from Completion; and
v.terminate the Shareholding Deed on Completion.
c)That the transfer of the Receivable to GMT Shareholder as part of the Transaction described under paragraph 2.2(c) of Part 1 of the Explanatory Notes is approved.
d)Subject to Completion, the cancellation of GMT’s registration as a registered scheme under the FMC Act is approved for the purposes of section 195(1)(c)(i) of the
FMC Act and the termination of the Trust is approved for the purposes of clause 27 of the Trust Deed.

VOTING AND CLOSE
+We will now proceed to a poll and conclude the meeting
+Webcast participants please submit your votes now
+The result of the poll will be announced to the NZX

THANK YOU

---

~ 1 ~

.



nzx release+
GMT Special Meeting of Unitholders
Date 31 March 2026
Release Immediate

WELCOME

Tēnā koutou katoa,

Good afternoon everyone and w elcome to this Special Meeting of Unitholders. I’m
John Dakin, Chair of Goodman Property Services (NZ) Limited, the Manager of
Goodman Property Trust.
EMERGENCY PROCEDURES
Before we proceed to the meeting formalities and I introduce the Board and executives
joining us today, I’d like to brief you on some health and safety practices relating to the
use of this venue.
In the unlikely event of an emergency here at the Pipiri Lane, the meeting will be
paused and those of us in the room will be required to evacuate to a designated safe
zone. Should this occur please exit the room via the stairwell at the back of the room
or the external stairwell at the front left of the room, following the directions of the event
space staff to the outside assembly points for the building. Please do not use the
elevator in the event of an emergency.
MEETING FORMALITIES
I would firstly like to cover off some meeting formalities. In accordance with the usual
practice, I can confirm that I have been nominated by the Supervisor of Goodman
Property Trust as Chair for the meeting, the meeting has been properly convened and
the requirements for a quorum have been satisfied.

~ 2 ~

.

Today’s meeting has a hybrid format and is being held both in-person and online
through Computershare’s online meeting platform. For those in the room, please be
aware there are cameras and audio equipment streaming proceedings.
For those of you attending the meeting virtually, if you would like to submit a question,
the Q&A is always open so please feel free to submit questions throughout the
meeting, these may be moderated or if we receive multiple questions on one topic,
amalgamated together and w e have allocated time at the end of the meeting to answer
these.
Polling has also opened, so
if you are eligible to vote at this meeting, you will be able
to cast your vote under the Vote tab. You can amend your vote , up until the time the
poll closes at the conclusion of the meeting.
To streamline proceedings, I will refer to Goodman Property Trust as GMT throughout
this meeting.
BOARD AND EXECUTIVES
I would now like to introduce the other directors of the Board and executives of the
Manager who are in attendance today.
Starting from my far left, your right, we have Leonie Freeman, Steve Jurkovich,
Laurissa Cooney, Andy Eakin, James Spence and David Gibson. Greg Goodman joins
us online from Sydney.
We are also joined by representatives from our Supervisor, Covenant Trustee, legal
advisers, Russell McVeagh, tax consultants, KPMG and our Registrar of Units,
Computershare Investor Services Limited. These executives and representatives will
be available to answer any questions, if required.
MEETING AGENDA
I will begin by outlining the purpose of today’s meeting and reviewing the
corporatisation and stapled structure proposal announced last month, before moving
on to the formal business.

~ 3 ~

.


MEETING PURPOSE
The purpose of today’s meeting is to consider the proposal for the corporatisation of
GMT and the move to a stapled structure for the business. The proposed change will
provide a modern corporate structure for the business and supports the delivery of our
long-term investment strategy.
This is an important meeting to seek your approval on the Extraordinary Resolution to
effect the change. At the conclusion of the meeting, we’ll invit e and questions from the
floor and online and ask Unitholders to consider and vote on the Extraordinary
Resolution.
The Directors unanimously believe this transaction is in the best interests for you, our
investors and will bring both immediate and long-term benefits to our business.
Now moving on to the background to the proposal.
BACKGROUND TO THE PROPOSAL
As you will recall, we successfully completed the internalisation of GMT in 2024. By
bringing our management in-house, we have strengthened alignment across the
business and set GMT up for the next phase of its business growth. Internalisation has
delivered significant benefits to the business, facilitating a broadening in our
investment strategy by enabling the establishment of a new property funds
management business and reducing operating costs.
Against this backdrop, and as outlined in our 2026 interim results last year, we have
been actively considering the corporatisation of GMT and a move to a stapled
structure.
PROPOSAL SUPPORTS GMT’S STRATEGIC DIRECTION
Given GMT’s strategic direction, expanding property funds management platform, and
increased active investment opportunities, the proposed structure offers the most
effective framework to support the delivery of our long-term investment strategy while

~ 4 ~

.
retaining Portfolio Investment Entity (PIE) status for the investment property portion of
the business.
With a substantial warehouse and logistics portfolio valued at $4.7 billion, including
external partnership assets under management, GMT’s investment strategy remains
focused on high quality real estate in core industrial property markets.
Following the successful launch and settlement of the new Highbrook Fund in
September 2025, the proposal facilitates further growth in our property funds
management business.
The proposal also positions our business to pursue a greater level of active investment
opportunities including continued investment into our development pipeline and
selective acquisitions, such as the recently announced acquisition of 5.1 hectares of
land at Felix Street in Onehunga.
With around 90% of the core portfolio developed since 2004 we have a proven
development track record and capability.
We also continue to position our business to capture further artificial intelligence and
technology-driven growth opportunities. With $20 million investment committed to
preliminary design and infrastructure works at Penrose Industrial Estate for potential
data centre development, we are ensuring a scalable solution that supports staged
development and greater optionality in a rapidly evolving market.
CORPORATISATION AND STAPLING STRUCTURE
In summary, corporatisation will provide a contemporary governance structure and
ongoing cost savings to the business and a stapled structure will allow a greater level
of active investment opportunities to be undertaken whilst retaining PIE status for the
passive investment property portion of the business.
The next slide illustrates the current and post transaction structure for Unitholders.

~ 5 ~

.
As you can see corporatisation will see GMT change from a unit trust to a company
structure, like most other businesses listed on the NZX.
Stapling means permanently linking two separate companies together, so their shares
are combined as a single investment. We propose to have two companies, one which
will hold passive real estate, as GMT does now, and the other which will pursue more
active investment opportunities and provide funds management services.
If the transaction is approved, instead of owning units in GMT, you will own shares in
two companies, namely Goodman New Zealand Limited and Goodman Property
Services (NZ) Limited, that are permanently linked – stapled, and trade together as
one security. The stapled shares will trade on the NZX under a single ticker code,
“GNZ”, as one combined security. Shareholders would be entitled to receive two
separate dividends – one from Goodman New Zealand Limited and one from
Goodman Property Services (NZ) Limited.
Importantly, your underlying investment remains the same.
Before we move onto the formal business of the meeting, I’ll briefly summarise the key
benefits of the proposal.
KEY BENEFITS OF THE PROPOSAL
As I’ve previously noted, the corporatisation of GMT and moving to a stapled structure
will provide our business with a modern corporate structure. It positions our business
to pursue new growth and active investment opportunities through a separate
company and will also facilitate further growth in our property funds management
business.
Importantly and as you will be aware, GMT currently has PIE status which provides
important tax benefits. Under the PIE regime, eligible New Zealand investors benefit
from the tax payable on distributions being effectively capped at 28% irrespective of
their personal tax rate. GMT is also able to pay out to investors any capital gains or
untaxed income free of New Zealand tax.
With GMT broadening its investment strategy to include more active property
investments, it is expected that it will generate income and hold investments that

~ 6 ~

.
include both qualifying and non-qualifying components for PIE purposes. If these
opportunities were pursued under the current structure, this would mean losing the
valuable tax benefits of GMT’s PIE status.
The proposal will also have the added benefit of remov ing Trust Deed and Financial
Markets Conduct Act restrictions and streamlines governance and compliance
processes, with corresponding cost savings.
If the proposed corporatisation and stapling transaction does not proceed, GMT will
continue to operate under its current trust structure which will restrict certain strategic
opportunities and constrain our ability to advance income diversification and further
enhance earnings growth.
SUMMARY
Before we move onto the Extraordinary Resolution, I would like to provide some
concluding remarks.
GMT continues to demonstrate the resilience of our warehouse and logistics portfolio
and the effectiveness of our operating model. The corporatisation and stapling
transaction will provide a modern corporate structure that will facilitate the delivery of
an active business strategy focused on sustainable earnings growth.
We are excited about the new growth opportunities and active investment opportunities
ahead and will leverage our strong and capable team, trusted customer relationships
and proven market expertise to continue delivering well-located and sustainable
warehouse and logistics facilities in the Auckland industrial market.
The Directors unanimously believe this transaction is in the best interests of you, our
investors and will bring both immediate and long-term benefits to our business.
I encourage you all to vote in favour of the Extraordinary Resolution to effect this
change.
Thank-you for joining, everyone. I’ll now move to the formal business of the meeting.

~ 7 ~

.
FORMAL BUSINESS
We will now consider the Extraordinary Resolution and any questions you may have.
For those of you participating through the live webcast, I encourage you to submit
your questions now. As I mentioned earlier, these need to be entered through the
online portal and will be moderated to avoid duplication.
RESOLUTION
The Resolution is an Extraordinary Resolution and is detailed in the Notice of Special
Meeting and on the Voting and Proxy Form you will have received. The Resolution
must be approved for the Corporatisation and Stapling Proposal to proceed.
The Board of Directors unanimously recommend that Unitholders vote in favour of
the Extraordinary Resolution.
The Resolution is shown on screen now. This Extrao rdinary Resolution approves the
Corporatisation and Stapling Proposal and gives authorisation to the Manager, the
Supervisor and GMT Shareholder Nominee Limited to take the necessary steps to
implement the corporatisation and stapling Transaction.
I’ll now open the floor for questions on the Resolution, please raise your hand and wait
for the microphone to be provided.
[Address any questions in the room]
We’ll now move onto questions from our webcast participants.
[Address any online questions]
Thank you everyone, as there are no further questions we’ll now procced to a poll.
POLLING
For those participating through the live webcast that have not already voted, please
submit your votes now. The poll will be closing in a few minutes.
For those of you in the room that have not already voted, please complete your voting
and proxy form and place it in the boxes provided by Computershare.
The result of the poll will be announced to the NZX in due course, and a copy of the
announcement will also be available on our website.

~ 8 ~

.
On behalf of the Board, thank you for your participation today. The ongoing support
of you, our investors, is essential to the successful delivery of Goodman New
Zealand's long-term investment strategy.
I would also like to thank the Goodman team and the advisors whose efforts have
brought this proposal to Unitholders.
I now declare this meeting closed and f or those in the room, please join us for
refreshments.