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GOODMAN GROUP — Declaration of Voting Results & Voting Rights Announcements 2021
Nov 17, 2021
64998_rns_2021-11-17_0f3a5a8f-59ea-45c9-9fe5-ca84c674aee3.pdf
Declaration of Voting Results & Voting Rights Announcements
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18 November 2021
Market Announcements Office ASX Limited Via ASX Online
Dear Sir / Madam
GOODMAN GROUP (GOODMAN) – RESULTS OF ANNUAL GENERAL MEETINGS
The Annual General Meetings of Goodman were held today and we are pleased to advise that the following resolutions were approved on a poll.
Resolution 1: To appoint the auditor of Goodman Logistics (HK) Limited
As an ordinary resolution of Goodman Logistics (HK) Limited:
“That Messrs KPMG, the retiring auditor, be re-appointed as the auditor of Goodman Logistics (HK) Limited to hold office until the next Annual General Meeting of Goodman Logistics (HK) Limited and that Goodman Logistics (HK) Limited’s Directors be authorised to fix the auditor’s remuneration.”
Resolution 2: Re-Election of Ms Rebecca McGrath as a Director of Goodman Limited
As an ordinary resolution of Goodman Limited:
“That Ms Rebecca McGrath, a Director of Goodman Limited, retiring by rotation in accordance with the Constitution and the Listing Rules, be re-elected as a Director of Goodman Limited.”
Resolution 3: Re-Election of Mr Danny Peeters, as a Director of Goodman Limited and as a Director of Goodman Logistics (HK) Limited
As an ordinary resolution of Goodman Limited:
(a) “That Mr Danny Peeters, a Director of Goodman Limited, retiring by rotation in accordance with the Constitution and the Listing Rules, be re-elected as a Director of Goodman Limited.”
As an ordinary resolution of Goodman Logistics (HK) Limited:
(b) “That Mr Danny Peeters, a Director of Goodman Logistics (HK) Limited, retiring by rotation in accordance with the Constitution and the Listing Rules, be re-elected as a Director of Goodman Logistics (HK) Limited.”
Resolution 4: Re-Election of Mr David Collins as a Director of Goodman Logistics (HK) Limited
As an ordinary resolution of Goodman Logistics (HK) Limited:
“That Mr David Collins, a Director of Goodman Logistics (HK) Limited, retiring by rotation in accordance with the Constitution and the Listing Rules, be re-elected as a Director of Goodman Logistics (HK) Limited.”
Goodman Group Goodman Limited | ABN 69 000 123 071 Goodman Funds Management Limited | ABN 48 067 796 641 | AFSL Number 223621 as responsible entity for Goodman Industrial Trust | ARSN 091213 839
The Hayesbery, 1-11 Hayes Road, Rosebery NSW 2018 | 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 [email protected] | www.goodman.com
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Resolution 5: Adoption of the Remuneration Report
As an ordinary resolution of Goodman Limited:
“That the Remuneration Report for the year ended 30 June 2021 be adopted.”
Under the Corporations Act 2001 (Cth) (“Corporations Act”), this resolution is advisory only and does not bind the Directors or the Company. As more than 25% of the votes were cast against the resolution it constitutes a “first strike” under the Corporations Act.
Resolution 6: Issue of Performance Rights under the Long Term Incentive Plan to Mr Greg Goodman
As an ordinary resolution of each of Goodman Limited, Goodman Industrial Trust and Goodman Logistics (HK) Limited:
“That approval is given for all purposes (including under Listing Rule 10.14 and section 200B of the Corporations Act) for the grant of 1,560,000 10 Year Performance Rights to, and the acquisition of Goodman Group Securities by, Mr Greg Goodman as described in the Explanatory Memorandum to this Notice of Meetings.”
Resolution 7: Issue of Performance Rights under the Long Term Incentive Plan to Mr Danny
Peeters
As an ordinary resolution of each of Goodman Limited, Goodman Industrial Trust and Goodman Logistics (HK) Limited:
“That approval is given for all purposes (including under Listing Rule 10.14 and section 200B of the Corporations Act) for the grant of 625,000 10 Year Performance Rights to, and the acquisition of Goodman Group Securities by, Mr Danny Peeters as described in the Explanatory Memorandum to this Notice of Meetings.”
Resolution 8: Issue of Performance Rights under the Long Term Incentive Plan to Mr Anthony Rozic
As an ordinary resolution of each of Goodman Limited, Goodman Industrial Trust and Goodman Logistics (HK) Limited:
“That approval is given for all purposes (including under Listing Rule 10.14 and section 200B of the Corporations Act) for the grant of 690,000 10 Year Performance Rights to, and the acquisition of Goodman Group Securities by, Mr Anthony Rozic as described in the Explanatory Memorandum to this Notice of Meetings.”
The Poll Report and Proxy and Poll Summary in relation to each resolution of Goodman Limited, Goodman Industrial Trust and Goodman Logistics (HK) Limited are attached.
Yours faithfully
Carl Bicego Company Secretary
Authorised for release to the ASX by Carl Bicego, Company Secretary and Group Head of Legal.
GRP01-7-2326\0.3
18 November 2021
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The Chairman GOODMAN GROUP The Hayesbery, 1-11 Hayes Road Rosebery NSW
Computershare Investor Services Pty Limited ABN 48 078 279 277 Level Four 60 Carrington Street Sydney NSW 2000 Australia GPO Box 7045 Sydney NSW 2001 Australia Telephone 61 2 8234 5000 Facsimile 61 2 8235 8150 www.computershare.com
Poll Report
I, Doris Grave, the Returning Officer appointed by you in connection with the voting by poll on the motions set out below at the Annual General Meetings of the shareholders of Goodman Limited, the unitholders of Goodman Industrial Trust and the sole shareholder of Goodman Logistics (HK) Limited held virtually at
https://web.lumiagm.com with meeting ID 305-919-295 on 18 November 2021 at 10:00 am (Sydney time), report as follows:
1) APPOINT THE AUDITOR OF GOODMAN LOGISTICS (HK) LIMITED
| Votes cast ‘FOR’ the motion Votes cast ‘AGAINST’ the motion TOTAL VOTES CAST |
Number % 1,486,203,013 96.33 56,616,121 3.67 1,542,819,134.00 100.00 |
|---|---|
The resolution was carried as an ordinary resolution of Goodman Logistics (HK) Limited
2) RE-ELECT MS REBECCA MCGRATH AS A DIRECTOR OF GOODMAN LIMITED
| Votes cast ‘FOR’ the motion Votes cast ‘AGAINST’ the motion TOTAL VOTES CAST Votes "Abstained" |
Number % 1,219,586,170 79.16 321,053,867 20.84 1,540,640,037.00 100.00 5,613,998 |
|---|---|
The resolution was carried as an ordinary resolution of Goodman Limited
3(a)) RE-ELECT MR DANNY PEETERS AS A DIRECTOR OF GOODMAN LIMITED
| Votes cast ‘FOR’ the motion Votes cast ‘AGAINST’ the motion TOTAL VOTES CAST Votes "Abstained" |
Number % 1,320,920,877 85.81 218,513,699 14.19 1,539,434,576 100.00 6,819,459 |
|---|---|
The resolution was carried as an ordinary resolution of Goodman Limited
3(b)) RE-ELECT MR DANNY PEETERS AS A DIRECTOR OF GOODMAN LOGISTICS (HK) LIMITED
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Number %
Votes cast ‘FOR’ the motion 1,363,128,387 88.63
Votes cast ‘AGAINST’ the motion 174,954,003 11.37
TOTAL VOTES CAST 1,538,082,390 100.00
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The resolution was carried as an ordinary resolution of Goodman Logistics (HK) Limited
4) RE-ELECT MR DAVID COLLINS AS A DIRECTOR OF GOODMAN LOGISTICS (HK) LIMITED
| Votes cast ‘FOR’ the motion Votes cast ‘AGAINST’ the motion TOTAL VOTES CAST |
Number % 1,518,219,973 99.92 1,259,733 0.08 1,519,479,706 100.00 |
|---|---|
The resolution was carried as an ordinary resolution of Goodman Logistics (HK) Limited
5) ADOPTION OF REMUNERATION REPORT
| Votes cast ‘FOR’ the motion Votes cast ‘AGAINST’ the motion TOTAL VOTES CAST Votes "Abstained" |
Number % 834,454,088 58.32 596,473,887 41.68 1,430,927,975 100.00 78,041,536 |
|---|---|
The resolution was carried as an ordinary resolution of Goodman Limited
6) ISSUE OF PERFORMANCE RIGHTS TO MR GREG GOODMAN
• Goodman Limited and Goodman Industrial Trust
| Votes cast ‘FOR’ the motion Votes cast ‘AGAINST’ the motion TOTAL VOTES CAST Votes "Abstained" |
Goodman Limited Goodman Industrial Number % Trust Number* 788,867,571 54.54 12,298,445,431 657,529,161 45.46 10,250,879,619 1,446,396,732 100.00 22,549,325,050 64,564,390 |
|---|---|
• Goodman Logistics (HK) Limited
| Votes cast ‘FOR’ the motion Votes cast ‘AGAINST’ the motion TOTAL VOTES CAST |
Number % 788,217,559 54.54 656,926,310 45.46 1,445,143,869 100.00 |
|---|---|
The resolution was carried as an ordinary resolution of Goodman Limited, Goodman Industrial Trust and Goodman Logistics (HK) Limited
7) ISSUE OF PERFORMANCE RIGHTS TO MR DANNY PEETERS
• Goodman Limited and Goodman Industrial Trust
| Votes cast ‘FOR’ the motion Votes cast ‘AGAINST’ the motion TOTAL VOTES CAST Votes "Abstained" |
Goodman Limited Goodman Industrial Number % Trust Number* 816,368,804 56.44 12,727,189,654 630,048,221 43.56 9,822,451,765 1,446,417,025 100.00 22,549,641,419 64,544,097 |
|---|---|
• Goodman Logistics (HK) Limited
| Votes cast ‘FOR’ the motion Votes cast ‘AGAINST’ the motion TOTAL VOTES CAST |
Number % 815,716,590 56.44 629,445,370 43.56 1,445,161,960 100.00 |
|---|---|
The resolution was carried as an ordinary resolution of Goodman Limited, Goodman Industrial Trust and Goodman Logistics (HK) Limited
8) ISSUE OF PERFORMANCE RIGHTS TO MR ANTHONY ROZIC
• Goodman Limited and Goodman Industrial Trust
| Votes cast ‘FOR’ the motion Votes cast ‘AGAINST’ the motion TOTAL VOTES CAST Votes "Abstained" |
Goodman Limited Goodman Industrial Number % Trust Number* 816,384,421 56.44 12,727,433,123 630,029,611 43.56 9,822,161,635 1,446,414,032 100.00 22,549,594,758 64,547,090 |
|---|---|
• Goodman Logistics (HK) Limited
| Votes cast ‘FOR’ the motion Votes cast ‘AGAINST’ the motion TOTAL VOTES CAST |
Number % 815,732,339 56.45 629,426,760 43.55 1,445,159,099 100.00 |
|---|---|
The resolution was carried as an ordinary resolution of Goodman Limited, Goodman Industrial Trust and Goodman Logistics (HK) Limited
- For Goodman Industrial Trust the number of votes is determined by multiplying the number of units by the dollar value of each unit. The dollar value of each unit equals $15.59 based on the value attributable to the GIT Unit as a component of GMG stapled securities at the closing price of GMG securities on 17 November 2021
Yours faithfully,
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Doris Grave Returning Officer Computershare Investor Services Pty Limited
Proxy & Poll Summary Thursday, 18 November 2021
GOODMAN GROUP ANNUAL GENERAL MEETINGS NOVEMBER 2021
1) APPOINT THE AUDITOR OF GOODMAN LOGISTICS (HK) LIMITED
The instructions given to validly appointed proxies in respect of the resolution were as follows:
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For Against
1,486,203,013 56,616,121
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The motion was carried as an ordinary resolution on a poll the details of which are:
| For | Against |
|---|---|
| 1,486,203,013 | 56,616,121 |
2) RE-ELECT MS REBECCA MCGRATH AS A DIRECTOR OF GOODMAN LIMITED
The instructions given to validly appointed proxies in respect of the resolution were as follows:
| For | Against | Abstain | Proxy's discretion |
|---|---|---|---|
| 1,218,315,899 | 321,053,867 | 5,613,998 | 1,165,188 |
The motion was carried as an ordinary resolution on a poll the details of which are:
| For | Against | Abstain |
|---|---|---|
| 1,219,586,170 | 321,053,867 | 5,613,998 |
3(a)) RE-ELECT MR DANNY PEETERS AS A DIRECTOR OF GOODMAN LIMITED
The instructions given to validly appointed proxies in respect of the resolution were as follows:
| For | Against | Abstain | Proxy's discretion |
|---|---|---|---|
| 1,319,639,266 | 218,513,699 | 6,819,459 | 1,176,528 |
The motion was carried as an ordinary resolution on a poll the details of which are:
| For | Against | Abstain |
|---|---|---|
| 1,320,920,877 | 218,513,699 | 6,819,459 |
3(b)) RE-ELECT MR DANNY PEETERS AS A DIRECTOR OF GOODMAN LOGISTICS (HK) LIMITED
The instructions given to validly appointed proxies in respect of the resolution were as follows:
| For | Against |
|---|---|
| 1,363,128,387 | 174,954,003 |
The motion was carried as an ordinary resolution on a poll the details of which are:
| For | Against |
|---|---|
| 1,363,128,387 | 174,954,003 |
4) RE-ELECT MR DAVID COLLINS AS A DIRECTOR OF GOODMAN LOGISTICS (HK) LIMITED
The instructions given to validly appointed proxies in respect of the resolution were as follows:
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For Against
1,518,219,973 1,259,733
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The motion was carried as an ordinary resolution on a poll the details of which are:
| For | Against |
|---|---|
| 1,518,219,973 | 1,259,733 |
5) ADOPTION OF REMUNERATION REPORT
The instructions given to validly appointed proxies in respect of the resolution were as follows:
| For | Against | Abstain | Proxy's discretion |
|---|---|---|---|
| 833,820,418 | 595,871,036 | 78,041,536 | 1,156,138 |
The motion was carried as an ordinary resolution on a poll the details of which are:
| For | Against | Abstain |
|---|---|---|
| 834,454,088 | 596,473,887 | 78,041,536 |
6) ISSUE OF PERFORMANCE RIGHTS TO MR GREG GOODMAN
The instructions given to validly appointed proxies in respect of the resolution were as follows:
**• Goodman Limited and Goodman Industrial Trust ***
| For | Against | Abstain | Proxy's discretion |
|---|---|---|---|
| 788,217,559 | 656,926,310 | 64,564,390 | 1,147,780 |
- Goodman Logistics (HK) Limited
| For | Against |
|---|---|
| 788,217,559 | 656,926,310 |
The motions were each carried as an ordinary resolution on a poll the details of which are:
**• Goodman Limited and Goodman Industrial Trust ***
| For | Against | Abstain |
|---|---|---|
| 788,867,571 | 657,529,161 | 64,564,390 |
• Goodman Logistics (HK) Limited
| For | Against |
|---|---|
| 788,217,559 | 656,926,310 |
7) ISSUE OF PERFORMANCE RIGHTS TO MR DANNY PEETERS
The instructions given to validly appointed proxies in respect of the resolution were as follows:
**• Goodman Limited and Goodman Industrial Trust ***
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For Against Abstain Proxy's discretion
815,716,590 629,445,370 64,544,097 1,149,982
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• Goodman Logistics (HK) Limited
| For | Against |
|---|---|
| 815,716,590 | 629,445,370 |
The motions were each carried as an ordinary resolution on a poll the details of which are:
**• Goodman Limited and Goodman Industrial Trust ***
| For | Against | Abstain |
|---|---|---|
| 816,368,804 | 630,048,221 | 64,544,097 |
- Goodman Logistics (HK) Limited
| For | Against |
|---|---|
| 815,716,590 | 629,445,370 |
8) ISSUE OF PERFORMANCE RIGHTS TO MR ANTHONY ROZIC
The instructions given to validly appointed proxies in respect of the resolution were as follows:
**• Goodman Limited and Goodman Industrial Trust ***
| For | Against | Abstain | Proxy's discretion |
|---|---|---|---|
| 815,732,339 | 629,426,760 | 64,547,090 | 1,149,850 |
- Goodman Logistics (HK) Limited
| For | Against |
|---|---|
| 815,732,339 | 629,426,760 |
The motions were each carried as an ordinary resolution on a poll the details of which are:
**• Goodman Limited and Goodman Industrial Trust ***
| For | Against | Abstain |
|---|---|---|
| 816,384,421 | 630,029,611 | 64,547,090 |
• Goodman Logistics (HK) Limited
| For | Against |
|---|---|
| 815,732,339 | 629,426,760 |
- For Goodman Industrial Trust the number of votes is determined by multiplying the number of units by the dollar value of each unit. The dollar value of each unit equals $15.59 based on the value attributable to the GIT Unit as a component of GMG stapled securities at the closing price of GMG securities on 17 November 2021