GOODMAN GROUP — AGM Information 2016

Nov 16, 2016

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17 November 2016

The Manager Company Notices Section ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000

Dear Sir / Madam

GOODMAN GROUP (GOODMAN) ANNUAL GENERAL MEETINGS – CHAIRMAN’S AND CEO’S PRESENTATIONS

Please find attached the Chairman’s presentation and Group Chief Executive Officer’s presentation and written address for Goodman’s Annual General Meetings being held today.

A live webcast of the Annual General Meetings will also be available on the Goodman website (www.goodman.com)

Yours faithfully

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Carl Bicego Company Secretary

Goodman Group

Goodman Limited | ABN 69 000 123 071 Goodman Funds Management Limited | ABN 48 067 796 641 | AFSL Number 223621 as responsible entity of Goodman Industrial Trust | ARSN 091213 839 Level 17, 60 Castlereagh Street, Sydney NSW 2000 | GPO Box 4703, Sydney NSW 2001 Australia Tel +61 2 9230 7400 | Fax +61 2 9230 7444

Goodman Logistics (HK) Limited | Company No. 1700359 | ARBN 155 911 149 | a Hong Kong company with limited liability Suite 901, Three Pacific Place, 1 Queen’s Road East, Hong Kong | Tel +852 2249 3100 | Fax +852 2525 2070 info-au@goodman.com | www.goodman.com

GOODMAN GROUP ANNUAL GENERAL MEETINGS–2016

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INDUSTRIAL
G O O D M A N G R O U P
EVOLUTION
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DIRECTORS AND EXECUTIVES

MR IAN FERRIER I N D E P E N D E N T C H A I R M A N MR GREGORY GOODMAN G R O U P C H I E F E X E C U T I V E O F F I C E R MS ANNE KEATING I N D E P E N D E N T D I R E C T O R MR JOHN HARKNESS I N D E P E N D E N T D I R E C T O R MR JIM SLOMAN I N D E P E N D E N T D I R E C T O R MS REBECCA MCGRATH I N D E P E N D E N T D I R E C T O R

MR PHILLIP PRYKE I N D E P E N D E N T D I R E C T O R

MR PHILIP FAN I N D E P E N D E N T D I R E C T O R

MR ANTHONY ROZIC E X E C U T I V E D I R E C T O R MR DANNY PEETERS E X E C U T I V E D I R E C T O R

MR CARL BICEGO C O M P A N Y S E C R E T A R Y

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AGENDA

C HAI R MA N ’ S A DDRES S H I G H L I G H T S V I D E O G ROUP C E O ’ S A DDRES S F ORM A L B U S IN E S S

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Goodman Pudong Airport Logistics Park, Shanghai, China.
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CHAIRMAN’S ADDRESS

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FINANCIAL OVERVIEW

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FINANCIAL OVERVIEW

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2 0 1 6 A N OT H E R S U C C E S S F U L Y E A R F O R G O O D M A N

• + Operating profit of $715 million, a 9% increase on FY2015

• + Statutory profit of $1,275 million, contributing to 19% growth in net tangible assets

• + Operating earnings per security of 40.1 cents, a 7.8% increase on FY2015

+ Strong financial position maintained with:

• balance sheet gearing of 11.8%, and

• Group liquidity at $2.6 billion to meet all near term obligations and opportunities

• + Confident with our forecast 6% operating EPS growth for FY2017

• + Distribution per security of 24.0 cents, up 8% on FY15

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PROFIT RESULTS

Operating profit ($m)

Operating EPS (¢)

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30.5 32.4 34.8 37.2 40.1 463 544 601 653 715
FY12 FY13 FY14 FY15 FY16 FY12 FY13 FY14 FY15 FY16
CAGR 7.1% p.a.
CAGR 11.5% p.a.
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Statutory profit ($m)

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408 161 657 1,208 1,275
FY12 FY13 FY14 FY15 FY16
CAGR 33.0% p.a.
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THE RIGHT MIX

• + Expanding business in a high growth sector

• + Successful execution of our strategy requires an optimal mix of prudent, uncompromising financial management coupled with entrepreneurial drive

• + FY16 performance was a result of the execution of our long term strategy

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• + Invest and develop in quality locations in gateway cities to capitalise on:

• Urbanisation of major cities

• Growth in global consumption; and

• Continued evolution of e-commerce and logistics

• + Combined our financial strength with our appetite for expansion to help us stay ahead of the market

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THE RIGHT PLAN

+ Discipline and commitment of our team have ensured the successful delivery of our five year plan.

• + Our results have been achieved:

• Without having to resort to the use of financial leverage.

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Gearing (%)

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23.9 18.5 19.5 17.3 11.8
FY12 FY13 FY14 FY15 FY16
CAGR 16.2% p.a.
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THE RIGHT PLAN

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+ Our results have been achieved:

2. Including the cost of expansion into new markets such as US and Brazil

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AMAZON
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Goodman Logistics Center, Eastvale. USA
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EMPLOYEES AND REWARDS

• + The remuneration policy is focused on ensuring that it attracts, motivates and retains the best quality staff necessary to operate a global business

• + The remuneration policy has been designed to encourage and reward superior performance that is aligned with the business strategy and the long-term interests of Securityholders

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• + Group CEO:

• No increase in fixed pay since 2008

• No short-term incentive; and

• All incentive based remuneration is in the form on long-term incentives (LTIs), which are ALL at risk with a three year testing

• period and vesting over years three, four and five

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EMPLOYEES AND REWARDS

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M E T H O D O F R E M U N E R AT I O N

Remuneration Strategy

• + Balance between fixed and performance based remuneration is aligned to Securityholders’ long-term interests

• + 77% of Group CEO’s total remuneration is in the form of LTIs

• + Securityholders interests are met first, current hurdles are based on 6% operating EPS growth before awards of both short and long-term incentives

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EMPLOYEES AND REWARDS

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M E T H O D O F R E M U N E R AT I O N

Valuing long-term incentives

• + Reference to current security price does not reflect reality

• Adjustment for time value of money, i.e. vesting over five years

• Adjustment for risk incurred to achieve performance hurdles

• = Economic value at time of grant determined by Ernst & Young at $3.50

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EMPLOYEES AND REWARDS

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M E T H O D O F R E M U N E R AT I O N

Who participates?

• + All staff globally, not just key management personnel

Why the current level of short and long term incentives?

What are our major investors saying?

• + Positive with the move to more LTIs

• + The majority of investors are endorsing remuneration structure

• + 2016 success as outlined on slide 6 and in the Annual Report

• + 7.8% EPS growth and $1.3 billion statutory profit

• + Positioned to deliver sustainable 6% operating EPS growth targets given 11.8% balance sheet leverage

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BOARD RE-ELECTION

• + Directors standing for re-election to Goodman Limited:

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• Mr Phillip Pryke

• Mr Danny Peeters

• Mr Anthony Rozic

MR PHILLIP PRYKE

I N D E P E N D E N T D I R E C T O R , A P P O I N T E D 1 3 O C T O B E R 2 0 1 0

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MR DANNY PEETERS

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ANTHONY ROZIC

D E P U T Y G R O U P C H I E F E X E C U T I V E O F F I C E R A N D C H I E F E X E C U T I V E O F F I C E R , N O R T H A M E R I C A

A P P O I N T E D 1 J A N U A R Y 2 0 1 3

E X E C U T I V E D I R E C T O R , C O R P O R A T E , A P P O I N T E D 1 J A N U A R Y 2 0 1 3

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BOARD RENEWAL

• + Announced in 2014 that John Harkness, Anne Keating and I will be retiring at the end of the current three year period

• + Request by the Board and some major securityholders that I, as Chairman, serve a further term

• + Provide continued stability and continuity during this period and identify a suitable replacement for the role of Chairman

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A BRIGHT FUTURE

• + FY16 results are the outcome of five years of dedication and discipline by the team to execute a well designed strategy

• + Built a sustainable business that is well positioned for the future

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• + Continued rational expansion plans in mature markets and limit exposure in developing economies

• + Strong team of people globally with proven capabilities and committed to delivering on the strategy

• + Expansion will be both through our core business and through opportunistic circumstances

• + Continued cautious financial approach:

• Low gearing; and

• $8 billion of undrawn equity capital committed to fulfil opportunistic plans

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HIGHLIGHTS VIDEO

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GROUP CEO’S ADDRESS

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GROWING STRONGLY

• + World class, sector leading business

• + Well positioned for sustainable long-term growth

• + Delivered five years of strong performance

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• $1.7 billion of revaluation gains – driven in part by urban renewal

• $12.8 billion of equity raised from Partners

+ Strong performance sustained in FY16

• 42% earnings per security growth

• 67% increase in net tangible assets per security

• Reduced gearing to 11%

• Almost doubled development work in progress to $3.5 billion

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RESILIENT AND ADAPTABLE BUSINESS

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• + Focus on quality properties and locations

• + Partnering with like-minded investors

• + Growing development work book to meet needs of a global customer base

• + Strong results highlighting execution of long-term plan

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Goodman Logistics Center Rancho Cucamonga, Southern California, US.
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MACRO THEMES TRANSFORMING THE SECTOR

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+ Focus on quality properties and locations

+ Creating growth opportunities

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GATEWAY CITY STRATEGY

• + Portfolio concentrated toward major gateway cities for long-term investment

• + Have attractive characteristics

• Scarcity of land

• Proximity to wealthy consumers and low unemployment

• Serviced by modern infrastructure and transport networks

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IMPROVING Q UALITY

• + $5 billion of targeted asset sales completed to date

• + Reinvesting capital into higher quality development opportunities

• $3.5 billion work book

• 80 projects globally

• 90% of new space leased prior to development completion

• + Improving overall quality of Goodman’s $34 billion portfolio and driving higher returns

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DHL, Roissy Airport Logistics Centre, Paris, France.
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ALIGNED WITH INVESTMENT PARTNERS

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• + Retain strong support of investment Partners

• + Partnerships performing well – average total return in excess of 20% for year ended 30 June 2016

• + Financial gearing reduced across Partnership platform to an average of approx. 25%

Woolworths, Airgate Business Park, Sydney, Australia.

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URBAN RENEWAL CREATING VALUE

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• + Achieving substantial results with $2.4 billion of sites conditionally contracted for sale

• + Pipeline of 35,000 apartments providing long-term opportunities

• + Significant longer-term source of capital

• + Strengthened the Group’s financial position and materially deleveraged balance sheet

• Gearing reducing further to below 10% by end of FY17

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A ROBUST BUSINESS

• + Strengthened the business to cater for all scenarios

• + Robust platform for future growth

• + Proud Australian company, operating internationally

• + Thank you to Goodman’s team for their hard work and commitment in executing the business strategy

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Decathlon, Can Margarit Logistics Centre, Barcelona, Spain.
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SUMMARY AND OUTLOOK

• + Significant momentum in development and management businesses

• Transformational changes driving evolution of industrial sector

• Providing attractive opportunities

• + Strong balance sheet and further reducing leverage

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+ Great competitive and financial position to deliver strong earnings growth in FY17 and over the long term

+ Reaffirm forecast full year FY17 operating earnings per security guidance of 42.5 cents, up 6% on FY16 and full year forecast distribution of 24.5 cents, up 6% on FY16

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GOODMAN GROUP ANNUAL GENERAL MEETINGS THANK YOU

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CEO’S ADDRESS GOODMAN GROUP – ANNUAL GENERAL MEETINGS 17 NOVEMBER 2016 AT 10:00AM THE WESTIN SYDNEY

Thank you Ian and good morning.

Over the past five years, Goodman has come of age as a world

class business that is a leader within the industrial sector and very well positioned for sustainable long-term growth.

This is reflected in the strong performance delivered over the past five years:

• • Earnings per security have increased by 42% over the period.
• • We have grown net tangible assets by 67%.
• • Significantly reduced leverage from 23% to 11% currently, and
• • Almost doubled our development book from $1.8 billion to $3.5 billion, with a pipeline of future opportunities of over $10 billion.
• • Revaluation gains of over $1.7 billion have been driven in part

• by our urban renewal activities, and almost 50% of this will be realised in cash, despite not being included in our operational

earnings.

• • And across our partnership platform, we have raised $12.8

• billion of equity.

Now for the year that has been. The 2016 financial year has produced a great result, with:

• • Operating earnings of $715 million , a 9% increase on 2015
• • Earnings per security of 40.1 cents, which is up 7.8%
• • Statutory profit of $1.275 billion
• • 19% growth in net tangible assets to $4.10 per security, and
• • Sold $3.2 billion of assets, including urban renewal sites.

We have refined our business, ensuring it is both resilient and adaptable to all market conditions. We have focused on owning the best assets in the best locations around the world, partnering with like-minded investors, and growing our development book to meet the needs of our customers. The strong financial and operating results highlight the execution of our long-term plan.

At the real estate level we have identified and responded early to a number of key structural themes transforming our sector.

These themes include, greater urbanisation of our cities and increased consumerism, underpinned by the rapid growth in e- commerce and enabling technologies, such as mobile technology. Also customers are seeking more value and cost efficiencies from their property solutions.

These themes are creating great opportunities for your company.

And it’s in this context that we’ve identified major gateway cities we want to be invested in for the long term, from Sydney, Auckland, Tokyo, Hong Kong and Shanghai to London, Paris, Frankfurt, Los Angeles and New York.

These locations have attractive characteristics from scarcity of land; proximity to wealthy consumers; low unemployment; and are serviced by modern infrastructure and transport networks.

Our deliberate and structured asset sales programme, has seen more than $5 billion of properties sold to date across our global platform, concentrating the portfolio in our preferred gateway cities. The resultant improvement in the quality of our $34 billion portfolio will drive higher long-term returns. We have reinvested proceeds from our assets sales into higher quality development

opportunities, with our development book now totalling $3.5 billion across 80 projects. The desirability of our product is evident, with 90% of the new space we’ve developed being leased prior to completion.

Goodman retains the strong support of its investment partners, who are fully aligned with our long-term strategy. This is reflected in the strong performance of our Partnerships, delivering an

average total return of over 20% for the year to 30 June. This has importantly been achieved while at the same time reducing financial leverage, with Partnership gearing now on average at approximately 25%.

We have actively pursued change of use opportunities and are achieving substantial results through our urban renewal activities. $2.4 billion of urban renewal sites have been conditionally contracted for sale to date, highlighting the inherent value of well located assets we own in major urban centres, such as Sydney.

We have a pipeline of a further 35,000 apartments, which we will progress through planning over the long term.

Urban renewal is providing us with a significant longer-term source of capital and has allowed us to materially deleverage our balance sheet and strengthen our financial position. Gearing is now at approximately 11% and expected to be materially below 10% by the end of FY17.

Recent geopolitical events, particularly in the US and UK, have given us pause for thought regarding the impact on markets, demand and the pricing of assets. We have largely completed the process of strengthening our business for all scenarios, both real estate and financial, giving us a robust platform for future growth.

We are a proud Australian company that operates internationally across 15 countries and sources 60% of its earnings from offshore. We compete on a global stage for human and financial capital, and to this point, I would like to acknowledge and thank our exceptional team of people around the world. Through their hard work and commitment, we are successfully delivering on our business strategy and creating significant value for all stakeholders.

With regard to the year ahead, we have significant ongoing momentum in our development and management businesses. This is underpinned by the transformational changes driving the evolution of the industrial sector and will continue to provide Goodman with a range of attractive opportunities.

Together with a strong balance sheet, with leverage moving to below 10% and long term debt in our partnerships, Goodman is in a great competitive and financial position to deliver strong earnings growth in the year ahead and continue building a truly great business for the long term.

On that note, we are pleased to reaffirm our forecast full year FY17 operating earnings per security guidance of 42.5 cents, up 6% on last year and a full year forecast distribution of 24.5 cents per security, also up 6% on last year.

Thank you.