Ann: ADDRESS: GMT: Extraordinary Meeting Address

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GMT
07/12/2012 11:00
ADDRESS

REL: 1100 HRS Goodman Property Trust

ADDRESS: GMT: Extraordinary Meeting Address

WELCOME
Good morning ladies and gentlemen, and welcome to this Extraordinary Meeting
of Unitholders. I'm Keith Smith, Chairman of Goodman (NZ) Limited, the
manager of Goodman Property Trust.
My fellow directors and I are extremely pleased to be here today seeking
approval for a transaction that is expected to be a significant driver of
GMT's future investment performance.
Highbrook Business Park is already an important element in the Trust's
portfolio and the acquisition of the remaining interests in the estate
represents a compelling investment opportunity.
The purpose of this meeting is to consider the acquisition of these interests
and vote on the resolution that will complete the transaction. I encourage
you to participate in the meeting and ask questions at the appropriate time.
I'd also like to invite you to stay for the refreshments that follow.
I would now like to introduce the other members of the Board, together with
the executives of the Manager, who are present today.

ATTENDENCE AND APOLOGIES
From my far left - Andy Eakin, Chief Financial Officer; Phil Pryke,
Non-executive Director; Leonie Freeman, Independent Director; Peter Simmonds,
Independent Director; Susan Paterson, Independent Director; and John Dakin,
Chief Executive Officer and Executive Director.
For the record I'd like it noted that Greg Goodman has sent his apologies.

REPRESENTATIVE OF TRUSTEE; EXECUTIVES AND ADVISORS PRESENT
In addition to the Board, there are executives of the Manager,
representatives of our Trustee, Corporate Trust Limited and representatives
from the Trust's advisors also present today.
These advisors include -
+ our solicitors, Russell McVeagh;
+ our auditors, PricewaterhouseCoopers;
+ our tax advisors, KPMG; and
+ our financial advisors, Macquarie Capital (New Zealand) Limited.
Representatives from Deloitte, the independent appraiser who opined on the
acquisitions, are also in attendance.
I'd now like to proceed through some of the more formal aspects of the
meeting before we begin the presentation.

MEETING FORMALITIES
+ I'd like it noted that in accordance with the Trust Deed, I have been
nominated by the Trustee, Corporate Trust Limited, to act as chairman of this
meeting and I have now tabled this nomination.
+ I also confirm that the meeting has been properly convened and notice has
been properly given to Unitholders.
GMT's Trust Deed requires at least five persons holding, or representing by
proxy, or as representative or attorney, at least ten per cent of the number
of Units on issue at the date of the meeting carrying the right to vote at
the meeting for a quorum to be achieved.
I confirm that these requirements have been met; and that a quorum is
present.

VOTING PROCEDURE
A formal poll on the resolution will be taken at the conclusion of the
meeting. The scrutineers will be the Trust's auditors,
PricewaterhouseCoopers.
You will be asked to cast your vote at the appropriate time using the voting
and proxy form provided to you. If you do not have a voting and proxy form
representatives from Computershare will be able to provide you with a
replacement when the poll is conducted.
The Chairman, Directors and Others have been appointed as proxy by 1141
Unitholders representing 305,184,059 Units. There are 6 abstentions
representing 76,127,951 Units.
Of the proxy votes, 98.9% are in favour of the resolution, 0.9% against and
0.2% are discretionary.

OTHER ITEMS
Before we proceed I would also like to point out that the emergency exits for
the building are accessed through the side and rear doors of this meeting
room. In the unlikely event of an emergency you will be required to evacuate
and assemble outside in a designated area, if this occurs please follow the
directions of the Rydges Hotel staff.
Finally, to simplify proceedings, I will refer to Goodman Property Trust
throughout the meeting as the "Trust" or "GMT", and Goodman (NZ) Limited -
the manager of that Trust - as the "Manager".
Now the formalities are dealt with we can proceed.

BACKGROUND TO THE RESOLUTION
On 13 November 2012 a new investment initiative was announced with the
proposal that Goodman Property Trust acquire the remaining interests in
Highbrook Business Park from its joint venture partners.
It is an exciting opportunity which will have a significant impact on the
quality of the Trust's portfolio and its future investment performance.
Encompassing over 100 hectares of commercially zoned, strategically located
land in the centre of Auckland, Highbrook is recognised as one of New
Zealand's premium real estate developments.
Many Unitholders here will be familiar with Highbrook, having taken advantage
of previous open days to tour the estate and review on-going development
progress. The estate is now almost 50% complete with over 240,000 square
metres of prime industrial and business space assets constructed and a
further 17,300 sqm under development.
The Trust is already a significant investor in Highbrook Business Park, being
the largest owner in the two joint ventures that own the estate. Our partners
in these investment entities include the ASX listed Goodman Group and
interests associated with the late Sir Woolf Fisher, the original owner of
the property.

THE ACQUISITION
The diagram on screen shows the current ownership structure of Highbrook
Business Park. There are two joint venture entities that own the estate.
1. Highbrook Development Limited is the entity actively developing Highbrook,
its property assets include investment properties, active developments and
development land. GMT has a 50% interest in this entity.
2. The second entity is Highbrook Business Park Limited, it holds a portfolio
of investment properties that were developed in the estate's initial stages.
GMT has a 75% interest in this entity and the properties it holds.
The total acquisition price to secure the remaining interests in these two
joint ventures is $186.6 million. The consideration to be paid will include a
combination of cash and new Units in GMT.
The acquisition price was determined by reference to the net asset value of
Highbrook Development Limited and the asset value of the properties held by
Highbrook Business Park Limited as at 30 September 2012.
The property assets of these two entities were independently valued at that
date ensuring the acquisition price reflects the current market value of the
properties being acquired.
Provided today's resolution is approved GMT will own and have control over
all the property assets and remaining land at Highbrook.
The Board believes owning one hundred percent of this prime estate will
deliver a range of benefits to Unitholders, including a greater development
capacity at a point in the property cycle where occupier demand and property
values are increasing.
The acquisition is consistent with the investment strategy of the Trust and
it has the unanimous support of the Independent Directors.

ACQUISITION CONSIDERATION
Both Goodman Group and Fisher have been supportive partners in the
development of a world class business park at Highbrook. While they are
selling their respective interests in these joint ventures they remain
committed to the Highbrook vision and will continue to share in its success
through the investment they will hold in GMT following the transaction.
Goodman Group is effectively swapping its investment in Highbrook Business
Park for a greater stake in GMT. The $74.7 million of new Units it will
receive as consideration will increase its shareholding in the Trust from 16%
to around 20%. This is consistent with the Goodman Group's strategy of
holding a substantial cornerstone investment in all its managed funds. It
also ensures that the Manager's interests continue to be closely aligned with
those of other investors.
Fisher is receiving half of its $112.0 million consideration in the form of
Units in GMT with the balance paid in cash. This structure allows Fisher to
retain an indirect interest while also having the liquidity to meet its
obligations to its many beneficiaries.

EARNINGS IMPACT
Half of the consideration to be paid to Goodman Group is deferred for three
years. The structure is beneficial as it supports the earnings profile of
the Trust.
It is an important feature of the acquisition that mitigates the yield
differential between the Highbrook Portfolio and the cost of equity funding
the acquisitions while development land is converted into income producing
property assets.
Pre-tax distributable earnings are expected to total around 8.2 cents per
Unit for the 2013 financial year on both a pre and post transaction basis.
Tax paid distributions are also maintained, with a full year cash
distribution of 6.25 cents per Unit forecast.

ASSOCIATED EQUITY INITIATIVES
The Trust has undertaken two equity initiatives to facilitate the
acquisitions and provide funding capacity for future development activity.
A private placement to institutional investors was undertaken on 13 November
raising $60 million and a Unit Purchase Plan targeting $20 million of new
equity, is currently on offer. The Units Purchase Plan is capped at a maximum
of $30 million, and could be scaled depending on demand.
While these initiatives facilitate the acquisitions neither requires
Unitholder approval and they will proceed regardless of the outcome of the
meeting.
I will now hand over to John Dakin, our Chief Executive Officer to outline
the many benefits of the transaction.

JOHN DAKIN'S SPEECH
Thank you Mr Chairman, and good morning ladies and gentlemen.
This is indeed a very important transaction for the Trust and I am delighted
to be presenting it to our Unitholders for approval.
Goodman Property Trust first invested in Highbrook Business Park in 2006 and
then more substantially in 2007.  It's five years since that transaction was
approved by Unitholders and the estate has progressed markedly in that time.
Today there are more than 50 businesses located at Highbrook, these customers
are accommodated in 30 purpose built facilities situated throughout this
award winning park.
The strategic location, the comprehensive masterplanning, the wide range of
amenities and the infrastructure the estate provides are just a few of the
elements that distinguish Highbrook from other property developments.
The completion of key infrastructure projects such as the Waiouru bridge, the
motorway interchange and the associated roading projects have been key
catalysts in the success of the estate.
Customers have quickly recognised the many advantages that Highbrook offers
and the one hundred and eight hectare estate is now almost 50% completed.
Once fully developed, Highbrook Business Park is expected to have a value in
excess of $1.2 billion and accommodate a workforce of up to 15,000 people,
making it one of the most substantial real estate developments in the
country.
As many of you know Highbrook was originally the home of the late Sir Woolf
and Lady Fisher and their renowned thoroughbred breeding and racehorse
training facility. As Ra Ora stud the property produced many famous
racehorses and even hosted royal visits.
In more recent times, the Fisher family, led by Sir Noel Robinson, has
transformed the estate. The vision of the Fisher family, together with the
investment and development expertise of Goodman, has combined to create the
world class business park we know today.
GMT already has a significant investment in Highbrook, acquiring full
ownership through this acquisition opportunity will enhance the wider
portfolio and provide an even stronger platform for growth.

INVESTMENT RATIONALE
The property assets being developed at Highbrook are of a premium standard
and have won awards across a range of criteria including masterplanning,
subdivision and investment.
With an average age of around five years and a weighted average lease term of
more than seven years these assets have stronger income and value growth
prospects, longer contracted rental terms and lower capital expenditure
requirements than the balance of GMT's already high quality portfolio.
While the acquisitions will enhance the Trust's portfolio they also reweight
the asset and geographic diversity. The following slide compares the Trust's
property portfolio on a pre and post-acquisition basis.
As a result of the transaction Highbrook Business Park will represent
approximately 34% of the portfolio which will increase in size to
approximately $1.9 billion.
The increased exposure to the industrial and business park sectors reflects
our belief that these asset classes deliver more consistent and less volatile
investment returns over time.
The acquisition also provides GMT with an expanded development capacity at a
point in the property cycle where occupier demand and property values are
increasing.
An amendment to our investment policy has allowed the increase in our land
holdings to around 12% of property assets. The small increase above the
previously permitted threshold of 10% is expected to reverse within two years
as our development programme progresses.
The structure of the acquisition with an element of deferred consideration
and a distribution policy that retains around 20% of distributable earnings
help offset the holding costs associated with maintaining a land bank.
Development activity is an important component of our investment strategy, it
broadens the customer base and grows rental revenue while enhancing the
overall quality of the Trust's property portfolio.
It is also value adding. Current projects at the Trusts development estates
in Auckland and Christchurch are achieving average yields on total cost of
around 8.5% and delivering valuation gains of around 15% on completion.
More than 500,000 sqm of rentable space has been added to the portfolio since
2004 with around half of this being built at Highbrook Business Park. With 55
hectares of remaining development land the estate is expected to support the
creation of a further 270,000 square metres of industrial and business space
property.
Full ownership will enable the Trust to capture the entire development margin
as new facilities are completed, contributing to the total returns achieved
by Unitholders
The aerial image on screen shows the progress that has been achieved at the
estate since development first commenced. Many leading corporate customers,
representing a broad range of industries, have already chosen to locate here
including, DHL, OfficeMax, Steel and Tube, Geon, New Zealand Post, Stanley
Black and Decker, IBM, BMW, Spicers Paper, Viridian, Corporate Express and
Contract Logistics.
Work is also progressing well with the first stage of The Crossing, a mixed
use development that incorporates commercial, hospitality, convenience style
retail and amenity type uses in one integrated complex.
The following time lapse photography demonstrates our construction capability
in a very condensed time frame.
Leasing progress has been excellent with more than 50% of the total floor
area leased ahead of its scheduled completion in June 2013. The development
has attracted some substantial new customers into the portfolio including,
the serviced apartment operator Quest, the Waipuna conference centre, and
Wynyard Wood - an established legal firm.

Other benefits
In addition to the portfolio enhancements, the transaction provides other
financial benefits with greater operational flexibility and reduced levels of
debt.
The simplified ownership structure following the acquisitions is expected to
provide cost savings over time. Lower margins resulting from the amalgamation
of bank facilities and greater efficiency through the rationalisation of
governance and reporting functions are all expected to be beneficial to GMT
Unitholders.
The issue of Units as part consideration avoids the requirement to debt fund
an element of the purchase. This issuance, together with the Unit Purchase
Plan currently being offered and the recently completed placement, reduce the
Trust's level of debt from 35.4% of total assets to 33.9% on a pro-forma
basis as at 30 September 2012.
This level of debt is below the targeted band of 35 - 40% that the Board
believes is optimal for the Trust and significantly lower than the 50%
allowed under it's Trust Deed and banking covenants. The benefit of this
deleveraging is that the Trust will have substantial debt capacity to fund
future development and investment activity.
This equity issuance also extends GMT's investor base, providing additional
scale and liquidity to an already substantial listed entity. It is expected
that following the Transaction GMT's total market capitalisation will
approach $1.3 billion, making it the 10th largest listed entity on the New
Zealand Stock Exchange.
The key benefit of a wider investor base and greater market capitalisation is
an increased profile for GMT both locally and internationally and a greater
weighting in market indices.

SUMMARY
Ladies and gentleman, I hope I have emphasised today what a unique asset
Highbrook Business Park is and how important it is that we take advantage of
this opportunity.
The scale and quality of Highbrook Business Park means that it is already a
significant contributor to the Trusts financial performance. One hundred
percent ownership and the realisation of its development potential will
ensure it becomes one of the principal drivers of GMT's investment returns
into the future.
I'll now invite the Chairman, Keith Smith to continue the formal business of
the meeting.

FORMAL BUSINESS
Thank you John.
Both John and I have discussed in some detail the benefits of acquiring the
remaining interests in Highbrook Business Park from the Trust's joint venture
partners. Before opening the floor to questions, I will provide a summary of
the resolution you are voting on today.

RESOLUTION
Unitholder approval of the acquisitions is required under Listing Rules
9.2.3, 9.2.1, 7.3.1 and 7.5 due to the relationship between the Trust,
Goodman Group, and Fisher and the fact that Units will be issued as partial
consideration.
The purchase price of the Goodman Group's 25 percent shareholding in
Highbrook Development Limited and Fishers 25 percent shareholding in this
entity together with its 25 percent shareholding in Highbrook Business Park
Limited and the properties it holds, is $186.6 million.
The Resolution is set out in the Notice of Meeting, and for your convenience
is also displayed on the screen. As the Resolution has been notified, there
is no formal requirement for a seconder.
A majority of not less than three quarters of persons entitled to vote and
voting is required to carry this extraordinary resolution. Goodman Group,
Fisher and their Associated Persons are not permitted to vote.
These disqualifications do not apply where any of those persons acts as a
proxy or representative for a person who is not disqualified from voting, and
is voting in accordance with the express instructions of that other person.
There are immediate and lasting benefits associated with this investment
opportunity and the Board unanimously recommend that Unitholders vote in
favour of this proposal.
The transaction has been reviewed by Deloitte. In its appraisal report,
Deloitte stated:
"In our opinion, after having regard to all relevant factors, the terms and
conditions of the transaction are fair to the Non-associated Unitholders.

PROCEDURE FOR QUESTIONS FROM UNITHOLDERS
I would now like to open the floor for questions or comments relating to the
resolution.
Please signal your intention to ask a question and a member of staff will
bring you a microphone. For the record, I would also ask that you identify
yourself before you speak; and, if you are a proxy or representative for a
Unitholder, please let us know that as well.

VOTING AND CLOSURE
Ladies and gentlemen, as there are no further questions we will proceed to a
poll and formally conclude this meeting.
If you have not already voted you should complete your voting and proxy form
and place it in the boxes on the registration table outside this meeting
room. There are pens available and Computershare staff will be on hand should
you have any questions or require replacement forms.
Refreshments are also being served in the reception area and you are welcome
to stay and enjoy the hospitality while the poll is being conducted. 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.
Thank you very much for your attendance and participation today, I now
declare this meeting closed.

For further information please contact:
Keith Smith
Chairman
Goodman (NZ) Limited
(021) 920 659

John Dakin
Chief Executive Officer
Goodman (NZ) Limited
(09) 375 6063
(021) 321 541

Andy Eakin
Chief Financial Officer
Goodman (NZ) Limited
(09) 375 6077
(021) 305 316

Attachments provided to NZX:
1. Meeting presentation
End CA:00230838 For:GMT    Type:ADDRESS    Time:2012-12-07 11:00:08