GMT Annual Meeting of Unitholders

Good afternoon, everyone and welcome to this annual meeting of Unitholders. I’m John Dakin, Chair of Goodman Property Services (NZ) Limited, the Manager of Goodman Property Trust. This is the first annual meeting as an internalised business and it’s a pleasure to be here at the Sofitel, engaging directly with our investors. To ensure our events are accessible to the widest possible audience, today’s meeting has a hybrid format. For those in the room, please be aware there are cameras and audio equipment streaming proceedings for those participating online. Our presentations this afternoon will focus on GMT’s 2024 operating results and our strategy for growth. We will also provide an update on our sustainability initiatives and the climate-related disclosures we’ve recently released, under the new Aotearoa New Zealand Climate Standards. The formal business of the meeting includes four resolutions: + the re-appointment of Laurissa Cooney, Leonie Freeman and David Gibson as Independent Directors and + approval of an increase in the remuneration pool for Directors. I will explain the proposed changes to the remuneration pool in more detail shortly and you’ll hear from each of the three directors later in the meeting. You’ll also have an opportunity to ask questions before we vote on these resolutions.   MEETING FORMALITIES I would like to cover off certain meeting formalities. I’d like it noted that, in accordance with the Trust Deed, I have been nominated by the Trustee to act as Chair of this meeting and I have now tabled this nomination. I can also confirm that this meeting has been properly convened and the requirements for a quorum have been satisfied. For Unitholders joining us online, questions can be submitted through the webcast portal at any stage. These will be moderated, and we have allocated time at the end of the meeting to answer these. Polling has also opened, and votes can be cast by selecting the polling icon on the instruction screen and following the prompts. Votes can be amended up until the time the poll closes at the conclusion of the meeting. EMERGENCY PROCEDURES In the unlikely event of an emergency, you will be required to evacuate to a designated safe zone. Should this occur please exit the room through the fire escape doors to the left and right and the entrance to the room, following the directions of the Sofitel staff to the outside assembly area. BOARD REPRESENTATION I would now like to introduce the other directors of the Board and executives of the Manager who are in attendance today. Starting from the far left, your right, we have Keith Smith, Leonie Freeman, David Gibson, Laurissa Cooney, Andy Eakin and James Spence. Greg Goodman joins us online from Sydney. We also have representatives from our Trustee, auditors, solicitors, and tax advisors present. These representatives will be available to answer any questions if required. Before we move on to the presentations, I’d like to first acknowledge Keith’s decision to retire from the Board before next year’s annual meeting. Keith has been an outstanding Independent Director, who has made a significant contribution to the success of our business over a long period of time. His commercial experience and expertise have been hugely beneficial, with his leadership as Chair of the Board for 13 years overseeing the repositioning and growth of GMT as an industrial property specialist. On behalf of the Board, the wider Goodman team and all our securityholders, I’d like to sincerely thank Keith for his considerable efforts and dedication. [Please show your appreciation everyone] We expect to appoint another Independent Director in due course, maintaining the Board at six Directors with a majority being independent. BUSINESS MILESTONES The 2024 financial year was significant for our business with internalisation being a major milestone in GMT’s 25-year history. The change to the corporate structure received overwhelming support from Unitholders, with almost 100% approval of the resolutions to effect the change at the Special Meeting on 26 March 2024. Internalisation has effectively brought management inhouse, integrating investment, development and property management functions within GMT. It builds on what we’ve already achieved, secures the knowledge and expertise of our team, and provides a framework for sustainable long-term growth. PROPERTY FUNDS MANAGEMENT STRATEGY The immediate financial benefit of internalisation has been the elimination of external management fees. The most significant benefit of internalisation however is the flexibility it provides to pursue wider investment opportunities. These opportunities include the establishment of a complementary property funds management business, which is a priority for our investment team. GMT's substantial Auckland industrial portfolio, urban logistics focus, development pipeline, sector expertise and scalable platform make it a highly desirable investment option for potential capital partners. With the flexibility to sell existing assets into the fund, a funds management business would generate new fee revenue streams for GMT and provide us with alternative capital management options. The successful execution of this strategy is expected to support annualised earnings growth of between 5% and 7% over the next three-to-five years. DIRECTOR REMUNERATION 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. Chaired by David Gibson, a remuneration subcommittee of the Board has been established to manage this additional responsibility. Recognising that the environment in which GMT operates has become significantly more complex, the committee has undertaken a review of current Board remuneration. With increased regulatory risk and reporting obligations there are now greater demands on our directors that should be reflected in the fees they are paid. PwC have provided a comprehensive benchmark report that shows the current remuneration entitlement of $815,000 per annum is almost 30% lower than the average of $1,147,000 per annum for comparable listed entity boards. The Board have recommended that the total remuneration pool be increased to $1,070,000 per annum, with the increase in fees reflecting current market rates and the new risks, complexities and responsibilities of an internalised business. It will also ensure GMT can continue to attract and retain suitably qualified, high-quality Directors. The Board are also committed to obtaining Unitholder approval in future for any material increases to the base fees paid to Directors.   The total amount expected to be paid in any one year is $732,500 per annum. This is significantly less than the total remuneration entitlement as both Greg and I, as representatives of Goodman Group have elected not to receive fees. With no plans to change the existing arrangement, we expect to continue this beneficial practice for the immediate future. With Director fees now being paid directly by GMT, Unitholder approval is required to increase the entitlement pool, and this is the fourth resolution we are voting on today. I’d now like to pass over to James Spence, who will review our financial and operational performance and provide further commentary on our future growth initiatives.   JAMES SPENCE ADDRESS Thank you, John and good afternoon, everyone. It’s a real pleasure to be here today reviewing our recent results and sharing our growth plans. YEAR IN REVIEW Focusing our investment strategy on the Auckland industrial sector more than five years ago recognised the key structural trends and supply constraints that continue to drive customer demand for well-located warehouse and logistics space. GMT’s $4.5 billion urban logistics portfolio provides essential supply chain infrastructure for these businesses, facilitating the efficient storage and distribution of goods and materials. We have continued to refine the portfolio over the last 12 months, progressing development projects and investing in new building technologies to meet customer demand for greater productivity, increased supply chain resilience and more sustainable property solutions. It has been a successful year with the additional revenue from new development completions, strong rental growth and positive leasing results contributing to a 14.7% increase in net property income. The additional revenue has outweighed the impact of higher interest costs, contributing to a 7.2% increase in operating earnings before tax, to $135.6 million. While the operating performance of the Trust has been extremely pleasing, a 9.5% reduction in the fair value of the property portfolio and the one-off costs of Internalisation have contributed to a statutory loss. We take a longer-term view on value creation and note that a net $670 million of fair value gains from property valuations have been recognised in GMT’s statutory results over the last five years, with almost $1.3 billion of net gains over the last 10 years.   BALANCE SHEET RESILIENCE The Trust continues to be managed prudently, with a well-capitalised balance sheet providing operational flexibility and added resilience against the impacts of economic cycles and other market disruptions. At 31 March 2024, GMT had a loan to value ratio of 31.5% and committed gearing of 32.1%, providing significant headroom against the covenant maximum of 50%. EARNINGS AND DISTRIBUTION GUIDANCE Those of you familiar with our financial reporting will know that cash earnings is our preferred measure when evaluating underlying operating performance. It is a non-GAAP measure that assesses the net cashflow generated by the Trust after adjusting for certain items. Underlying cash earnings of 7.44 cents per unit was consistent with market guidance and 4.8% higher than the 7.1 cents per unit achieved in the prior financial year. Quarterly distributions totalling 6.2 cents per unit have also been paid. The level of distributions represents around 83% of GMT’s cash earnings. Retaining a proportion of our earnings to reinvest into the business, ensures our distributions are financially sustainable. We expect to deliver another strong operating result next year and our guidance includes a further increase in cash earnings to around 7.5 cents per unit. Cash distributions of 6.5 cents per unit are expected to be paid, reflecting a 4.8% increase on the prior year. We announced the first quarter distribution earlier today, with the payment of 1.625 cents per unit to be made on 19 September 2024. With some components of the internalisation transaction being deductible for tax purposes there is a substantial tax benefit to GMT, that will be realised over time. Unitholders will notice this in their PIE distributions which will have no imputation credits attached and will be excluded income for tax purposes (for most investors) over the next few years. INTERNALISATION UPDATE It has been five months since we met to vote on the Internalisation Proposal and I’m pleased to report that from an operational perspective it’s been a seamless transition. For our customers, contractors, and service providers our business functions have continued as usual with no change to the brand or the team members they deal with. Unitholder approval of the transaction required Goodman Group to use the consideration it received to subscribe for new units in GMT. With an increased cornerstone of 31.8% and commitment of up to $200 million of additional equity to help establish a funds management business, our former manager remains a highly supportive and fully aligned investment partner. We are working on our plan to establish a new Auckland logistics fund and are leveraging Goodman Group’s global relationships to engage with potential capital partners. It’s a carefully selected group that includes super funds, sovereign wealth funds and direct real estate funds with a mandate to invest in New Zealand. We look forward to reporting on progress in due course. INVESTMENT STRATEGY I’d now like to elaborate more on our investment strategy and how this positions GMT for sustainable long-term growth. We invest in high-quality urban logistics facilities in key locations, close to transport infrastructure and large consumer catchments as we believe these attributes will create the most value for our stakeholders. Auckland is our preferred investment location as it is New Zealand’s gateway city and the country’s largest industrial market. It is also growing at an accelerated rate, with the population expected to exceed two million by early 2030. With limited land availability and other factors creating high barriers to entry, industrial property market fundamentals remain strong and there is minimal vacancy for prime space. The current slide shows the location of our 15 estates, strategically positioned across the region. Featuring 170 individual buildings, it’s a substantial portfolio that provides almost 1.2 million sqm of high-quality warehouse and logistics space. Leased to over 200 customers, it is the underlying performance of these properties that drives our operating results. While the economy has slowed and customer demand is moderating, the positive leasing dynamic with limited new supply has supported strong rental growth. The map also highlights the city’s geographic constraints, and you’ll note the proximity of our properties to major transport infrastructure such as the airport, port, motorway network and rail corridor. These locational advantages are important features for logistics businesses operating in a highly competitive market. Proximity to large consumer catchments is also an important factor in the property decisions of our customers. It simplifies distribution and creates efficiencies that support e-commerce. We estimate that the consumer catchment within a 20-minute drive of any of our estates has average purchasing power of around $28 billion per annum. With customers dealing with escalating costs and seeking greater supply chain resilience post covid, these businesses are focused on productivity and maximising the value of their warehouse and logistics facilities. Sustainability initiatives are helping achieve these objectives and we have continued to invest in energy efficiency, water conservation and biodiversity projects that improve the operational and environmental performance of our portfolio. DEVELOPMENT ACTIVITY With around 90% of the core investment portfolio built since 2004, development has always been an important driver of our business growth. The range of locations and options our development pipeline provides means we can accommodate the property requirements of most customers. A more challenging operating environment is reflected in a lower level of new development enquiry but with earlier pre-commitments creating a large workbook, the volume of projects being completed by our team remains significant. Over the last 12 months we have completed four development projects at Bush Road in Albany, Highbrook Business Park in East Tamaki, Favona Road in Mangere and Roma Road in Mt Roskill. Images of these projects are shown on screen now. Totalling around 79,500 sqm and with a current value of almost $370 million, these new facilities provide our customers with highly sustainable, 5 Green Star rated workspaces. NZ Post and Mainfreight lease the largest of the new facilities. Our development capability has enabled us to extend our relationship with both these businesses in recent years, as their property requirements have grown. They each now occupy multiple properties in the portfolio and are two of our largest customers. Following our 31 March balance date we have also completed the remaining projects at Roma Road Estate. Located alongside SH20 between Waterview and Onehunga, many of you will have driven past and seen the regeneration and repositioning of this former brownfield property firsthand. It’s a great example of what can be achieved with more sustainable development practices. FUTURE PIPELINE With the development programme increasingly focused on the regeneration of our non-core properties, value add opportunities like Roma Road now make up around 75% of our future development pipeline. It’s a substantial pipeline that is expected to support the development of almost 400,000 sqm of warehouse and logistics space over time. A growing digital economy is also creating new property investment and development opportunities. E-commerce, cloud computing, and emerging new technologies, such as artificial intelligence and machine learning, are creating additional demand for information technology and data management services all around the world. Data centres provide the physical infrastructure to support the delivery of these digital services. It’s a growing property asset class and we are currently investigating the opportunity and what it could mean for the future of our portfolio, here in Auckland. SUMMARY Before I hand over to Andy, I would like to briefly summarise the key points of my presentation this afternoon. GMT’s strong operating performance in a more challenging economic environment has demonstrated again that it is a robust and resilient business. Over the last 12 months we have increased rental income and delivered cash earnings growth of almost 5%. We have also progressed our development programme and refined our corporate structure, initiatives that will help take our business forward. While the operating outlook remains challenging, the quality and scale of the portfolio, low gearing and focused investment strategy, give us confidence about the year ahead. Thank you. ANDY EAKIN ADDRESS Thank you James and good afternoon everyone. It’s a real privilege to be here today discussing an aspect of our business that I am very passionate about. In addition to my responsibilities as Chief Financial Officer, I am also Head of Sustainability. It’s an important focus for our business and also an area of increased scrutiny and regulation. The introduction of the Aotearoa New Zealand Climate Standards has created mandatory disclosure obligations for most listed businesses for the first time this year. Hopefully you have seen the email directing you to our 2024 Sustainability Report that was released in July. It’s designed to be a companion document to our Annual Report and includes our first disclosures under these new regulations. This afternoon I want to discuss our strategic response to the challenges and opportunities of climate change, the initiatives we are undertaking to reduce the intensity of our emissions and why this is positive for our business. I will also outline the work of the Goodman Foundation and how we partner with community groups to improve social outcomes in the areas where we invest. GREENHOUSE GAS EMISSIONS As a leading real estate investor, our focus is on the built environment and the provision of sustainable property solutions for our customers. Understanding the complete emissions profile of our business provides the knowledge that underpins our targets for a lower-carbon, more-climate-resilient future. Disclosing this data allows our stakeholders to assess progress against our targets and the credibility of our actions. We have been monitoring and reporting our corporate emissions since 2006 when we first contributed to CDP, previously known as the Carbon Disclosure Project. CDP undertakes an annual survey that encourages participants to monitor and reduce their impact on the environment, including through their greenhouse gas emissions. Evaluating almost 13,000 organisations worldwide, our climate score of A- in the 2023 survey was the highest rating achieved by a New Zealand organisation and was shared with two other local companies. Our corporate carbon emissions largely reflect our operational activities and include the energy to run our offices and power our fleet vehicles, and any business travel or other transport related emissions. They also encompass the common areas and services within the portfolio where we have direct operational control. Participation in the Toitū net carbonzero programme since 2021 provides assurance that our corporate emissions have been measured in accordance with international standards and offset with locally sourced carbon credits and Certified Renewable Energy Certificates. This year we have extended our sustainability reporting to include a more comprehensive emissions inventory that includes all indirect, or Scope 3 emissions. The graphic on screen now summarises our emissions inventory for 2024. You’ll see that our corporate emissions make up a small proportion of our total emissions, while indirect Scope 3 emissions (both upstream and downstream) make up almost 99%. As a property investor our development activity is the largest source of these Scope 3 emissions, accounting for around 65% of the total. Customer emissions as a result of leasing space within the portfolio, represent a further 15.3%, principally from the use of electricity by these businesses. SUSTAINABLE PROPERTY SOLUTIONS Focusing our efforts on initiatives that reduce these emissions provides the greatest opportunity for our business. It also helps our customers achieve their climate goals, with many of these businesses having their own carbon reduction targets. The creation of our Sustainable Finance Framework in 2022 facilitated the issue of Green Bonds and the establishment of Green Bank Loans with these financing initiatives supporting our ongoing investment in sustainable property solutions. To reduce emissions in our development programme we are working with consultants, contractors, and building product suppliers to deliver lower carbon, more resource efficient and resilient buildings. By using lower emission materials and building systems, we have reduced the intensity of the upfront embodied carbon within the four development projects that completed last year by around 17% when compared to standard buildings of a similar size. Supported by independent life cycle assessments, we believe a carbon reduction target of between 10% and 20% is achievable for most projects. We’re also recycling and repurposing demolition and construction waste wherever possible. Brownfield regeneration projects like Roma Road include a waste diversion target of at least 90% of all demolition material. Another important feature of our development programme is our commitment to a 5 Green Star Built rating for all new projects which represents New Zealand Excellence. Targeting this standard for our base-build specification helps ensure all our new warehouse and logistics facilities are highly sustainable and operationally efficient. It’s a successful strategy with all new projects since 2020 being developed to a minimum 5 Green Star rating. The Tāwharau Lane multi-warehouse project at Highbrook Business Park achieved a 6 Green Star Built rating representing World Leadership standard and is the first New Zealand industrial building to achieve this. The quality of this project was also recognised with an excellence award in the industrial category at the New Zealand Property Council awards in June. Maintaining our properties to a high standard and investing in upgrade projects that improve the operational and environmental performance of these buildings, also helps attract and retain customers. The building upgrade initiatives include the installation of electrical submetering to provide detailed energy monitoring, customer and public EV chargers, LED lighting upgrades, rooftop solar energy systems, and water saving technologies. Over $20 million has been allocated to further progress these projects, over the next few years. Our customers benefit from all these initiatives with lower emission, more resource efficient and resilient buildings. The high-quality workspaces they provide can also contribute to greater productivity and reduced operating costs. BOOSTING BIODIVERSITY Our landscaping and biodiversity initiatives complement our investment in new development and building upgrades. Extensive landscaping is a feature of our properties, and we are extending this focus with projects to restore and boost biodiversity around our larger estates. In recent years we have installed beehives and planted more than 10,000 native plants at Highbrook Business Park and Roma Road Estate to improve the biodiversity and resilience of the natural landscape around these properties. We are also working with local iwi to improve waterways. A combined working bee earlier this month cleared rubbish, removed invasive weeds and planted natives beside the Puhinui Awa, near M20 Business Park in Wiri. Helping alongside iwi and Goodman volunteers were customer representatives, members of the local community and contractors donating their time and equipment. GOODMAN FOUNDATION We’ve spoken previously about KiwiHarvest as it is the largest of our charitable partnerships. With its focus on meeting essential needs, KiwiHarvest is a food rescue organisation that is having a huge impact. In a year when the cost-of-living crisis made fresh food less accessible for many, KiwiHarvest redistributed a record 2,700 tonnes of goods to around 220 foodbanks and other recipient agencies. Over 20% more than previous year and equivalent to around 5.9 million meals, it included surplus produce, protein, mislabelled goods, cleaning products and grocery items approaching expiry. The social good this creates is estimated to have a value of around $13.8 million. Our support as a founding partner of KiwiHarvest is one of the many initiatives that are making a sustained and tangible difference to people’s lives in the locations where we invest. I hope my presentation has given you some insight into the scope of our sustainability programme. It’s a comprehensive approach that recognises the importance of building a lower carbon and more resilient business for the benefit of all our stakeholders. Thank you, and now back to John.  GENERAL BUSINESS JOHN DAKIN Thank you, Andy and thank you James. That concludes the presentations everyone, we will shortly move onto questions. Before we do that however, I want to thank our customers, our investors and other stakeholders for their continued support. I would also like to acknowledge the contribution of the entire Goodman team, over what has been a very busy period. QUESTIONS FROM UNITHOLDERS We’ll now move onto questions. For those of you participating through the live webcast, please submit your questions now. As I mentioned earlier, these need to be entered through the online portal and will be moderated to avoid duplication. I’ll now open the floor for questions, 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, there don’t appear to be any further questions, I will now proceed to the formal business of the meeting. FORMAL BUSINESS The composition of the Board is carefully managed to ensure it includes a diverse group of Directors with the required range of skills, knowledge and experience to effectively manage our business. Now that we have Internalised Unitholders have the right to nominate and vote on all Directors. This year Laurissa Cooney, David Gibson and Leonie Freeman are retiring in accordance with the constitution of the Manager and the NZX Listing Rules, and being eligible, have offered themselves for re-election. Leonie has also indicated that this will be her final term as a Director. Following the call for nominations, none were received, and the three Directors stand unopposed. Before we conduct the poll, I will invite each Director to address the meeting. [Laurissa, Leonie, and David to briefly address the Meeting] Thank you, Laurissa, Leonie and David. As I discussed earlier, the final resolution we are voting on today relates to the increase in the remuneration pool for Directors. The proposed increase in the fee’s Directors will receive reflects greater demands on the Board with a more complex business and increased regulatory obligations. PwC have independently benchmarked these fees with the current entitlement being 30% lower than the average for comparable listed entity boards. The Board have recommended that the total remuneration pool be increased to $1,070,000 per annum. The actual amount expected to be paid is significantly less at around $732,500 per annum. Let’s now move on to the resolutions. RESOLUTIONS The four Resolutions are set out in the Notice of Meeting and on the voting form you will have received. As they have been notified, there is no requirement for a seconder. A majority of not less than half of persons entitled to vote, and voting, is required to carry each resolution. Are there any further questions on the Resolutions related to the reappointment of Directors? [Address any questions in the room] [Address any online questions] Are there any further questions on the Resolution related to the increase in the remuneration pool for Directors? [Address any questions in the room] [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 close 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. The result of the poll will be announced to the NZX once it has been confirmed, and a copy of the announcement will also be available on our website. On behalf of the Board, I’d like to thank you all for your participation today. I now declare this meeting closed and invite those in the room to join us in the lobby for refreshments.