Goodman Group (ASX:GMG)
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AGM 2021

Nov 17, 2021

Operator

Welcome security holders, proxy holders, and guests. The Goodman Group annual general meetings will start shortly. Today's meeting is being held online via the Lumi platform. This is where you can watch the webcast of the meeting and where security holders, proxy holders, attorneys, and representatives of security holders can ask questions and submit votes. If you are eligible to ask a question, you can submit written questions at any time through the platform. To ask a question, select the messaging tab at the top of the Lumi platform. There will then be a section for you to type your question. Once you have finished typing, please hit the arrow symbol to send. Please note that while you can submit questions from now, they will not be addressed until the relevant time in the meeting.

Please also note that your questions may be moderated or, if we receive multiple questions on one topic, amalgamated together. If security holders would prefer to ask a verbal question live to the meeting, this facility is available. To use this service, please pause the broadcast on the Lumi platform and then click on the link under Asking Audio Questions. A new page will open where you will be prompted to enter your name and the topic of your question before being connected. You will listen to the meeting on this page while waiting to ask your question. If you have any issues using this system, please return to the Lumi platform. Voting today will be conducted by way of a poll on all items of general and special business. Voting for all resolutions will open when the meeting is opened by the chairman.

At that time, if you are eligible to vote at this meeting, a new voting tab will appear. Selecting this tab will bring up the list of resolutions and present you with voting options. To cast your vote, simply select one of the options. There is no need to hit a submit or enter button as the vote is automatically recorded. You do, however, have the ability to change your vote up until the time voting is closed, which will be 10 minutes after the close of the meeting. A virtual AGM online guide is available in the investor center on the Goodman website and includes step-by-step instructions on how to attend and participate in the meeting. The guide includes a phone number to call should you require assistance during the meeting. Today's meeting will now begin, hosted by Goodman Group Chairman, Mr. Stephen Johns.

Stephen Johns
Independent Chairman, Goodman Group

Good morning, ladies and gentlemen. My name is Stephen Johns, Chairman of Goodman Group, and I now declare the annual general meetings of Goodman Group open. I'd like to begin by acknowledging the traditional custodians of the land on which we are meeting today, and acknowledge my gratitude to the people of the Eora Nation, that we share this land. My understanding of the cost of that sharing, and my hope and belief that we can move to a place of equity, justice and partnership together. Here in the Goodman head office in Sydney, I'm joined by our CEO, Greg Goodman, and three of our Independent Directors, Mark Johnson, Penny Winn, and Philip Pryke, along with Company Secretary, Carl Bicego. Joining us on the line are our non-Sydney-based Independent Directors, Rebecca McGrath in Melbourne, Chris Green in New York, and David Collins in Hong Kong.

Executive Directors Danny Peeters in Brussels and Anthony Rozic here in Sydney. Eileen Hoggett from our auditors, KPMG, is also present here in our Sydney office. Today's agenda will start with my Chairman's presentation, followed by a short video before I hand over to Greg Goodman, who will present his CEO Address. We will then move to the formal business, where we will handle questions and undertake voting before the meeting closes. I will now turn to the formal Chairman's address. Goodman delivered another very strong result in 2021 during a year of constant change, particularly with all the challenges posed by the pandemic. The increases in operating profit and earnings per security exceeded our initial market guidance, and the substantial growth of assets under management and work in progress provide a strong platform for the future.

The group's focus has been on remaining agile, embracing the opportunities presented to make changes for the better. Through our determination to create a more sustainable environment, we accelerated our environmental, social and governance targets and redesigned the way our teams worked around the world to prioritize their safety and well-being in the short term, while enabling greater diversity and flexibility in the longer term. Our response to the rise of the digital economy has also created positive momentum in the business across all markets. I attribute the group's success in these conditions to our strategy, which has been executed consistently by our leadership teams around the world. Goodman's business strategy is fit for purpose and all-encompassing. Our property investment, ESG and remuneration strategies are all aligned with a clear focus on providing profitable and sustainable long-term outcomes.

I believe one of Goodman's great strengths is our ability to balance the attention to detail required in compliance and risk management, which is fundamentally important to running a listed business with our entrepreneurial spirit, which remains undiminished. I largely accredit this to the group's remuneration strategy that enables all of our people globally to see themselves as owners in the business, fostering not only an innovative culture, but also creating a loyal and experienced team who remain engaged and committed to Goodman. Investing in high quality locations for the long term has always been at the heart of Goodman's strategy, which has been refined over time to adapt to a changing world.

Our asset sale program in recent years has allowed us to reinvest in infill markets, which we believe will lead to higher intensification of use and a greater focus on sustainability, in addition to providing superior investment returns.

Customer demand outweighs supply to these properties, driven by the growing consumer expectation to have goods delivered faster. This demand accelerated during the pandemic, and we have seen significant growth in e-commerce penetration in all our markets. We have a patient and long-term approach to managing capital, and Goodman's overriding objective is to deliver sustainable profits underpinned by cash flow. Maintaining a strong balance sheet to secure financial sustainability remains central to the group's strategy. Our financial position is typified by low gearing levels and strong liquidity to provide Goodman with the ability to seize quality opportunities in markets as they arise, as well as providing a safeguard during turbulent economic times. The group's strong relationship with its global investment partners, which are some of the world's largest pension funds who co-invest with Goodman around the world, further strengthens our financial position.

The scale and complexity of our projects, resulting principally from our focus on infill markets, leads to significantly longer development time frames, often exceeding five years. Similarly, our increased focus on ESG is aligned with our long-term financial sustainability. We expect our environmental and sustainability goals will take five-10 years to implement. This will continue to evolve as we incorporate appropriate targets into our objectives over time. Given the long-term nature of Goodman's approach to real estate investment, the board reviewed the group's remuneration arrangements to provide even greater alignment between security holders and our senior leadership team. The outcome is the introduction of a 10-year long-term incentive plan with the existing five-year plan remaining in place for all other team members. This new plan is market-leading.

It has been designed to support our twin objectives of encouraging long-term decision-making and retaining key leaders in extremely competitive industrial markets around the world. For the first time, the plan also incorporates environmental and sustainability targets in assessing operational performance. As you will see later in the meeting, the support for the remuneration report will fall short of the 75% threshold required to avoid a first strike. This is mainly due to differing approaches in the method of valuing the proposed grants to executive directors under the new 10-year plan. The Board has adopted an economic or fair value measure to reflect the fact that the performance rights are subject to conditions tested over a 4-year period, and which will take up to 10 years to vest.

A number of investors focus on the straightforward measure of face value, and I recognize that on this basis, they have considered the awards to the executive directors as overly generous. I'm disappointed in this outcome, given that, in our view, the plan is a market-leading initiative designed to best align the interests of our investors with Goodman's long-term business strategy. Nevertheless, with this outcome in mind, the board will review Goodman's remuneration strategy in the new year so that we can continue to incentivize our people to deliver on our strategy while also meeting the expectations of our security holders. At today's meeting, Independent Directors Rebecca McGrath and David Collins, together with Executive Director Danny Peeters, will be standing for re-election. You will hear from them during the formal business section of the meeting in support of their re-election.

Penny Winn has decided not to stand for re-election this year and will retire from the board at the conclusion of today's meeting. On behalf of the board, I'd like to extend my gratitude to Penny for her valuable contribution during her time with Goodman, and we wish her well in her future endeavors. As we seek to appoint a new director, we will look to maintain a diverse board, both in relation to gender and geographic representation, and with the appropriate mix of skills. On behalf of the board, I sincerely thank our people for their commitment and the determination in achieving excellent results in FY 2021. I also extend my gratitude to you, our security holders, for your ongoing support of Goodman. Before I hand over to the Group CEO, Greg Goodman, we will show you a short video to highlight Goodman's global strategy. Thank you very much.

Speaker 8

We're living in an era of rapid change. Digital technology is advancing at pace. Consumers have ever-increasing expectations for immediacy, and the global pandemic has caused us all to rethink what we do and how we do it. The logistics sector has emerged as an essential service to support a rapidly growing digital economy, while the property sector has a vital role to play in improving sustainability outcomes for all. The world is changing, and Goodman is changing with it. The convenience of online shopping and consumption of digital media is fueling enduring change in customer requirements. E-commerce is set to account for 20% of all retail sales globally by 2025, and up to 30% or more in some markets. Consumers want everything better, faster, greener. They expect their food to arrive within 15 minutes and their packages within 24 hours.

Our customers are adopting innovative practices and technologies to improve efficiencies in their supply chain and meet consumers' growing expectations. Goodman's properties are flexible in accommodating future technology and supporting the health and well-being of people working there while incorporating sustainability features that reduce their environmental impact. Location remains the most critical factor for our customers. Goodman's portfolio is concentrated in urban locations close to consumers, providing faster speed to market and reducing customers' transport-related emissions. Scarcity of land in infill markets makes it more valuable. This, together with the need for more sustainable development, is driving intensification and regeneration of sites, including multi-story buildings and brownfield developments. Rejuvenating brownfield sites also has the lowest impact on the environment, allowing land and materials to be reused. In 2021, approximately 50% of Goodman's developments are multi-story, while around 60% are brownfield developments.

Well-located industrial real estate is recognized as essential infrastructure, making it a highly sought-after asset class. There is strong investor appetite, but not all logistics properties are created equal. Capital is being allocated to projects that are both financially and environmentally sustainable. Goodman's 2030 sustainability strategy is based on our people and culture, our engagement with stakeholders, and our status as a trusted investment manager and partner in the community. We continue to support and influence long-term sustainable solutions for our customers and investors. Goodman achieved carbon neutral global operations four years ahead of schedule, and we're addressing the challenge of reducing carbon emissions in our new developments. We're determined to deliver on our commitments to enable us to be a truly resilient and low carbon company. Our work through the Goodman Foundation makes a tangible and sustainable difference to people's lives.

Throughout the pandemic, Goodman increased its support to our charity partners to rise to the increased challenge brought about by COVID. Sustainability is about building a business for the long term. We continue to maintain a strong balance sheet while staying true to our purpose. As a provider of essential infrastructure for the digital economy, Goodman is well placed to support our customers as they grow and adapt to the changing world we live in.

Greg Goodman
Group CEO, Goodman Group

Thank you, Stephen, and good morning. The world is changing. The way we live, shop, and work has evolved, and industrial real estate is now recognized as essential infrastructure to support people's changing lifestyles in the digital economy. These are structural changes that Goodman has spent the last decade preparing for. We have positioned our portfolio to leverage the ongoing e-commerce and retail evolution and the increased consumer expectations that go with it. Demand for high-quality locations close to consumers has never been greater. This is reflected in the strong results we saw in FY 2021 and is continuing into this financial year, where we expect our assets under management to grow to over AUD 70 billion. At our quarterly market update, we announced that earnings per share for FY 2022 would be up more than 15%.

This is on what was an already solid result last year, where we achieved an operating profit of AUD 1.2 billion, which was up 15% on prior year and statutory profit of AUD 2.3 billion. We're seeing high levels of profitability across our business. With our development workbook a key highlight, now standing at AUD 12.7 billion across 81 projects, we've accelerated our development activity due to the growth in the customer demand. This is strongest in infill markets closest to consumers. These are the sites that are difficult to acquire, get through planning, and complex to develop. Because of this, they are scarce, more highly valued by our customers, and achieve high cash flow growth over time. They also help reduce our impact on the environment.

Over the last decade, we've focused our expertise and repositioned our portfolio on infill locations and our developments on urban regeneration. Infill locations require higher intensity of land use to maximize the space. This often means developing multi-story property. As customer demand rises, the intensity of the development will continually increase. Rising customer demand and our team's active property management has also positively impacted the underlying property fundamentals around the world. This has meant a high occupancy of 98.4% globally, including some markets where we have little to no space available. Rental growth is strong at 3.2% and average lease terms are growing as customers aim to secure our property for the long term.

The longer leases are a function of our customers wanting to lock in these strategic locations as well as get a return on the large investments they are making in technology. Technology is the enabler that would allow them to get more out of their buildings, greater efficiency, better utilization, and overall faster speed to market. Investors also are increasingly being drawn to the industrial asset class, which is driving cap rate compression and coupled with strong rental growth, we're seeing increased valuations. Last year, we had AUD 5.8 billion in valuation growth across group and partnerships, and we're expecting this year to be on par or slightly ahead of that number. This means positive results for our capital partners. Our partnerships have achieved average total returns close to 18% for the last year while maintaining significant liquidity and low leverage.

The partnerships this year are on track for another strong one. As the role of the digital economy grows in people's lives, our role as providers of essential infrastructure grows along with it. Too does our commitment to sustainability and the communities we live in. Three years into our 2030 sustainable strategy, we're already well ahead and on our way to transitioning our business to a truly resilient and low carbon company. We've accelerated the scale and the timing of our sustainability goals, including achieving carbon neutral operations four years ahead of our target. Significant progress has been made on our global solar installation program. We're currently focused on how to measure and decarbonize our development projects as this is where we can make a positive impact.

This is backed by significant capital investment with over AUD 700 million earmarked over the next five years on sustainability initiatives from the group and our partnerships around the world. Spearheading our contribution to the community, the Goodman Foundation was extremely busy this year. We worked closely with our charity partners to support the most vulnerable through the pandemic. We invested more in the existing partnerships and brought on new organizations as new issues rose to the fore. Importantly, our people around the world continue to be instrumental in the success of your company. As co-owners in the business, they take the long term view. Yet another challenging year for the world, the determination, innovation and integrity they showed in supporting our customers, investors and all stakeholders was valued and appreciated. Thank you to our teams around the world.

In closing, we had a successful year on a number of fronts financially, and we're in a solid position. It's been a strong start to FY 2022, and we're forecasting operating earnings per security growth in excess of 15% on FY 2021. We are executing our strategy, focusing on industrial markets to deliver sustainable opportunities for our customers and investors while securing cash flow growth for the long term. Finally, I'd like to thank the board, our investors, and all our stakeholders for their ongoing support. Thank you, and we will now move to the formal business of the day.

Operator

A reminder that security holder questions will be addressed during the formal business section of today's meetings. You can ask a written question at any time by selecting the messaging tab at the top of the Lumi platform. There will then be a section for you to type your question. Once you have finished typing, please hit the arrow symbol to send. If you would like to ask a question verbally, please pause the broadcast on the Lumi platform and then click on the link under asking audio questions. A new page will open where you will be prompted to enter your name and the topic of your question before being connected. You will listen to the meeting on this page while waiting to ask your question at the appropriate time. If you have any issues using this system, please return to the Lumi platform. Please ask your questions concisely.

If they are particularly lengthy, they may be summarized in the interests of time. Questions may be moderated to avoid repetition. If you haven't already done so, you can vote using the voting tab on the Lumi platform. Selecting this tab will bring up the list of resolutions and present you with voting options. To cast your vote, simply select one of the options. There is no need to hit a submit or enter button as the vote is automatically recorded. You do, however, have the ability to change your vote up until the time voting is closed, which will be 10 minutes after the close of the meeting. If you have logged into this meeting as a guest, you will not be able to ask a question or vote.

Stephen Johns
Independent Chairman, Goodman Group

The formal proceedings of the meeting. Greg, thank you very much for a very informative and encouraging CEO address. The first item of business is consideration of the annual report and the accounts of Goodman Limited, Goodman Industrial Trust, and Goodman Logistics Hong Kong Limited. I table a copy of the annual report before the meeting. Eilene Hoggett from KPMG, the auditors, is also available to answer any relevant questions in respect of the audit. I'll now respond to any questions submitted in relation to the annual report and the group's business. In this regard, I'm assisted by Alison Brink in moderating and asking the questions that have been submitted. Alison, are there any questions?

Alison Brink
Group General Manager, Marketing and Communications, Goodman Group

Yes, Mr. Chairman. We have a comment from the Australian Shareholders' Association regarding item A. The comment is, the ASA congratulates the Goodman Group, its board, and management on yet another outstanding year with returns again exceeding expectations and an ever-strengthening outlook arising from rapid changes in global warehousing and logistics.

Stephen Johns
Independent Chairman, Goodman Group

Thank you, Alison. I believe there are some other questions from the ASA.

Alison Brink
Group General Manager, Marketing and Communications, Goodman Group

Yeah.

Stephen Johns
Independent Chairman, Goodman Group

We'll handle those later in the meeting when we get to the remuneration.

Alison Brink
Group General Manager, Marketing and Communications, Goodman Group

Correct.

Stephen Johns
Independent Chairman, Goodman Group

Thank you. Are there any other questions on this item?

Alison Brink
Group General Manager, Marketing and Communications, Goodman Group

There are no other questions.

Stephen Johns
Independent Chairman, Goodman Group

Well, there being no questions or no further questions, we'll continue the meeting and go to general business. I'll now turn to the formal resolution set out in the notice of meeting. My fellow directors and I support the resolutions one to eight put to security holders for consideration. To facilitate the orderly running of the meeting, I propose to combine the discussion and questions on resolutions six, seven, and eight relating to the grant of performance rights. After all the resolutions have been put to the meeting and discussed, I'll display the proxy votes. In accordance with the Corporations Act and determinations made under our constitutions, each of today's resolutions will be decided by a poll. As you have been informed, voting is open and will close 10 minutes after the close of the meeting. Resolution one.

The first resolution for members to consider is to appoint KPMG as auditors of Goodman Logistics Hong Kong Limited, and that its directors be authorized to fix the auditors' remuneration. This is a requirement that we deal with annually, which is required under the local requirements in Hong Kong. I now move that resolution one be approved. I'll now address any questions submitted in relation to resolution one. Alison, are there any questions?

Alison Brink
Group General Manager, Marketing and Communications, Goodman Group

Mr. Chairman, there are no questions.

Stephen Johns
Independent Chairman, Goodman Group

There being no questions, I'll then move to the next resolution. The second resolution for the meeting is to consider the reelection of Rebecca McGrath as a director of Goodman Limited. You'll now hear from Rebecca, who will address the meeting in support of her reelection. Thank you, Rebecca.

Rebecca McGrath
Independent Director, Goodman Group

Good morning, ladies and gentlemen. I have had the privilege of being a non-executive director of Goodman since 2012, and I've also taken on the roles of Chairman of the Risk and Compliance Committee and member of the Remuneration and Nomination Committees. The performance of the group during my time on the board is something I have found most satisfying. It has also been very rewarding to you, our shareholders. The contemporary and well-planned strategy that has delivered strong and sustainable returns coupled with prudent capital management, has seen the group emerge as one of the top 12 companies on the ASX. I largely attribute this success to Goodman's long-term vision and the commitment of the CEO and his high caliber global team to consistently execute this strategy.

Goodman is a modern company that is well-positioned for the future, with a strategy reflecting on and leveraging the macro trends impacting our business and our stakeholders. These include urbanization, sustainability, and delivering on the rapidly growing needs of a digital economy. The group's strong focus on environmental, social, and governance matters have been demonstrated through both our strategy and the policies that have been developed to support the long-term sustainable growth of the business. I believe in a strong focus on corporate governance and risk management and the transparency and the integrity that it demands. During my nine years at Goodman, its transparent culture has allowed the board to have open and dynamic discussions and add value in setting the long-term strategy. As mentioned earlier today, Goodman is either on track or will deliver ahead of its targets outlined in the 2030 sustainability strategy.

This strategy has been underpinned by a suite of improved policies under my stewardship as Chair of the Risk and Compliance Committee and endorsed by the board. These new or updated policies include a sustainability statement with TCFD reporting, a modern slavery statement, refreshed business ethics and code of conduct, a global safety framework, and a contemporary risk management policy. I bring to the board diverse international experience, having worked across a range of industries, including the energy and industrial sectors. My responsibilities on other boards include being Chairman of OZ Minerals Limited and a Non-Executive Director of Macquarie Bank, Macquarie Group, and the Investa Property Group.

This provides me with a broad perspective on business and valuable insights into global markets, risk management, customer segments, and industry best practice in some leading companies. I have been proud to be a non-executive director on the Goodman board and seek your support for a further three-year term. If reelected, I will continue to serve you diligently by working constructively with management and adding value to board deliberations, while always maintaining a strong focus on corporate governance and risk management. Thank you very much.

Stephen Johns
Independent Chairman, Goodman Group

Rebecca, thank you. I now move that resolution to be approved, and I'll address any questions submitted in relation to this resolution. Alison, are there any questions?

Alison Brink
Group General Manager, Marketing and Communications, Goodman Group

Mr. Chairman, there are no questions.

Stephen Johns
Independent Chairman, Goodman Group

No questions. Thank you. Well, there being no questions, I'll move to the next resolution. Which is resolution three. The third resolution contains two parts, and is for members to consider, firstly, the reelection of Danny Peeters as a Director of Goodman Limited. Secondly, the reelection of Danny Peeters as a Director of Goodman Logistics (HK) Limited. Those are resolutions IIIA and IIIB. You'll now hear from Danny, who will address the meeting in support of his reelection.

Danny Peeters
Executive Director, Goodman Group

Thank you, Chairman. Good morning, ladies and gentlemen. I've had the pleasure of both working for Goodman since 2006 and being Executive Director of Goodman Group for the past 8 years. I'm honored today to be standing for reelection to the Goodman boards. I've worked in the property logistics sector for 30 years, and I'm a director of a number of Goodman's funds management entities, subsidiaries, and partnerships in Europe and Brazil. As part of my role, I oversee Goodman's Brazilian business. Together with the local management teams, I'm directly responsible for the strategy and sustainable growth of this business. Aligned to the group strategy, the focus is on developing modern, high-quality properties that deliver on the needs of the rapidly growing digital economy in Brazil.

While e-commerce penetration has been slow to develop in Brazil, it is projected to grow by 80% in the five years to 2025. Our team is leveraging our international experience to help position us to seize those opportunities as they arise. At the same time, I'm focused on bringing the same high standards of governance, risk management, and sustainability that we apply across all our businesses. With Europe considered by many as innovators in ESG, our own European business leading the way in this area, my experience and insights have also helped set the framework and priorities for the group's sustainability strategy. I greatly enjoy working for Goodman and contributing as a member of the board. I believe its down-to-earth and open culture has been a large contributor to its success.

This has been particularly apparent during the past 18 months, where the restrictions on travel forced us to rely more heavily on virtual communication and constructive working relationships that had been already established between team members in Goodman's global network. With over 60% of the group's earnings now sourced outside of Australia, I believe both my European and South American experience provide a different perspective and insight to the team as we continue to grow as a truly global company. If re-elected to the board, I remain committed to acting in your interests and to add value to our business around the world. I'm genuinely excited by the opportunities that we are presented with and the challenges this position offers. Thank you.

Stephen Johns
Independent Chairman, Goodman Group

Danny, thank you very much. As you heard earlier in the meeting, Danny joins us from Brussels today, where I think it must be about midnight or one o'clock in the morning. Thank you, Danny. I now move that resolutions IIIA and IIIB be approved. Are there any questions, Alison?

Alison Brink
Group General Manager, Marketing and Communications, Goodman Group

Mr. Chairman, there are no questions.

Stephen Johns
Independent Chairman, Goodman Group

Thank you, Alison. There being no questions then I will move to the next resolution, which is resolution four. This resolution is to consider the reelection of David Collins as a Director of Goodman Logistics (HK) Limited. You'll now hear from David, who will address the meeting in support of his reelection. Thank you, David.

David Collins
Independent Director, Goodman Group

Thank you, Chairman. I've been an independent non-executive director of Goodman Logistics Hong Kong Limited since February 2018, and I'm now seeking reappointment in that position. By way of background, I've spent most of my career in the accounting profession, starting with PricewaterhouseCoopers in London and then some 27 years with KPMG in Hong Kong. I was a partner in the audit practice, serving clients in Hong Kong and China across many industries, and held a number of leadership roles in the firm, the last of which being Head of Risk Management. After retiring from KPMG in 2012, I've performed consulting work drawing on my accounting expertise, including assisting some NGOs and serving as an INED. I am a Hong Kong permanent resident and continue to spend most of my time here. I have a strong knowledge of the local business, regulatory, and social and geopolitical environment.

My directorship of Goodman Logistics Hong Kong requires that I have good visibility of the affairs of the entire Goodman Group, owing to the interdependence of all the Goodman entities under the stapling arrangement. This is achieved by my access to the Goodman Board and committee meetings and papers as required, as well as my interactions with the Management. I've been most impressed with the high standard of corporate governance and reporting during my time on the Board. I believe my skills and experience will enable me to continue to make a strong contribution to support the company's continued success and maintaining its high standards of governance and compliance. I commit to performing my duties as an Independent Non-Executive Director in a diligent, robust and objective manner. I thank you for your continued support.

Stephen Johns
Independent Chairman, Goodman Group

David, thank you very much indeed. I now move that resolution four be approved, and I'll address any questions which have been submitted or which are being submitted in relation to resolution four. Alison, are there any questions?

Alison Brink
Group General Manager, Marketing and Communications, Goodman Group

Mr. Chairman, there are no questions.

Stephen Johns
Independent Chairman, Goodman Group

I'll move to the next resolution.

David Collins
Independent Director, Goodman Group

Thank you.

Stephen Johns
Independent Chairman, Goodman Group

Which is resolution number five. The fifth resolution of the meeting is to adopt the remuneration report for 2021. A voting exclusion applies to this resolution as set out in the notice of meetings. The directors and other key management personnel will not be voting any of their securities. I now move that resolution five states that the remuneration report be adopted, and that resolution now be adopted for this meeting. I know there are some questions to this. Alison, could you?

Alison Brink
Group General Manager, Marketing and Communications, Goodman Group

Yes, Mr. Chairman. We have both a comment and a question from the ASA. The comment being, the ASA supports the revised remuneration framework with extended testing periods, but cannot support the use of economic value for the determination of the number of performance rights to be issued to executive directors, as it significantly inflates the number of rights issued. At current security prices, the number of rights issued would be nearly 4 times the number that would be issued under the usual practice of face value. At current security prices, the value of the award to the CEO is worth AUD 37 million, which, compared with other successful companies, is considered by the ASA to be excessive. A similar comment applies to the other executive directors.

The new framework is likely to lead to similarly high rights issues in future years, thereby compounding the generosity arising from the use of economic values. The question. Why does Goodman Group continue to use economic value in the face of, in lieu of face value, when virtually no other major ASX company does so?

Stephen Johns
Independent Chairman, Goodman Group

Well, thank you very much for that question, and to a certain extent, I did cover this in my chairman's address, but I think this is such an important question that I'd like to spend a bit more time and make sure that all of our security holders fully understand the position that we have taken and certainly that the ASA's membership can be fully informed. Let me say at the outset that we as a board and as a company recognize that face value is often and regularly used in assessing the value of performance rights in the market. Just to be clear, face value is a very straightforward, simple measure where you take the number of performance rights and multiply it by the current share price at the time.

I would class this as a headline number, and actually, I'd also suggest that it's relevant where you have very short-term plans. Most of the plans are two or three years. I think the majority of plans are three years in the market. Whilst economic value in our view, in my view in particular, is still relevant for a three-year plan, the materiality is not all that significant. I can fully understand and accept that, where three-year plans in the market, which is the norm, that face value is used because it's very simple and easy to understand by everybody involved. Goodman has got a different situation. Historically, we've had a five-year plan, which is considerably longer than three years.

Now we've gone for our senior people to a 10-year plan, which is obviously much, much, much longer than the standard two or three-year plans which are in the market. It is totally inappropriate, in my view, and in the view of the board, to adopt a simple headline number using the current share price when there are very many variables to determine the true value of the plan. The economic value, which I would classify as fair value, in our view, needs to be ascertained and has always been used by Goodman in working out what, you know, what we are providing to our executives, and indeed what our executives believe that they are receiving in value.

For our own people, our senior people, to sign up to a 10-year plan, which has got enormous benefits for the Goodman Group, enormous benefits, they needed to understand and appreciate what they were getting, and they understand the value, economic value of what was being proposed. If I can just, without going into too much unnecessary detail, say that when the board calculated economic value, we thought and knew this would be a very significant matter for proxy advisors, for investors, and for the market generally, that we would get expert outside advice. We got advice from one of the major four accounting firms, not our auditors, one of the other three major firms.

We also got advice from two international investment banks as to whether we're on the right track, you know, how we should assess economic value and how we should calculate it. The bottom line of this, and I take the number that you've quoted there as AUD 37 million. I'm not sure if the numbers are AUD 33 million or AUD 35 million, but let's it's well into AUD 30 million. That the headline number, which is the face value number, let's take Greg Goodman as the probably the best example of where here we're awarding him or proposed to award him 1,560,000 performance rights. If you take the share price at the 30th of June, which is AUD 21.17, it's about AUD 33 million of headline value.

You know, we've had a tremendous run since the thirtieth of June. We've gone up about 15% from AUD 21.17 to over AUD 24, a record in the market last night. That's probably AUD 37 million or AUD 38 million of headline value, but that's not the value that we believe Greg has got. Based on the expert advice and our own assessments as a board, we have assessed the value at AUD 9.5 million. Still a considerable sum, but that is well and truly within the realms of what an outstanding CEO should be achieving. Just to put it in further into perspective, Greg has a salary of AUD 1.4 million. No short-term incentive and long-term incentive award.

Well over 90% of his potential remuneration is in variable pay, which is subject to performance. The question is very important. The headline number looks overly generous, and that's what I said in my chairman's address. It looks overly generous because AUD 35 million, AUD 37 million, AUD 38 million, whatever the number might be calculated on the day, is a very large number. AUD 9.5 million is also a large number that is well within the realms of what executives of Greg's caliber and success would achieve. I think that needs to be understood.

That is the difference of opinion and the reason, just to be specific in the answer to your question, and I do apologize for the length of this answer, but just to be very specific, the reason we take into account economic value rather than the headline face value is that this is a 10-year plan. There's a four-year testing period where stretch targets need to be achieved in order to get a 100% success rate. There's also the shareholders total shareholder return, which is a market assessment.

There's a four-year testing period and then those, whatever the rights are that would be assessed with Greg, and they may not be 100%, it may be something less than 100% of what is being awarded now, will only vest over another seven years from the end of year four to the end of year 10. We take into account, and economic value takes into account the time value of money, the share price volatility, the likelihood of achieving the maximum payouts, the fact that these performance rights do not get dividends until they actually vest. There are many, many factors, and it's a complicated calculation.

The simple, straightforward calculation of face value certainly is easier to understand and may well be appropriate for short-term plans, but in our view is totally inappropriate for a ten-year plan. Alison, are there any other questions on the line?

Alison Brink
Group General Manager, Marketing and Communications, Goodman Group

There are no further questions, Mr. Chairman.

Stephen Johns
Independent Chairman, Goodman Group

Well, thank you very much. I do apologize for the length of that answer just a moment ago, but I think it's exceptionally important for our security holders to understand why we, why we've got criticism, and certainly from some of our proxy advisors as to why we're being over generous because we certainly don't believe that's the case. Well, if there are no further questions on this matter, we'll go to the special business which starts at item six. It's item six, seven, and eight. T hey, each of these resolutions relate to the grant of performance rights. A voting exclusion applies to these resolutions, and in summary, the executive directors cannot vote their securities on any of these three resolutions. We'll discuss any questions on these three resolutions after they're formally put to the meeting.

The sixth resolution is one I just mentioned a moment ago when talking about Greg Goodman. The sixth resolution of the meeting is to consider the approval for all purposes the grant of 1,560,000 10-year performance rights to, and the acquisition of Goodman Group securities by Greg Goodman as described in the explanatory memorandum. I now move that resolution six be approved. Similarly, the seventh resolution of the meeting to consider is to approve for all purposes the grant of 625,000 10-year performance rights to, and the acquisition of Goodman securities by Danny Peeters, as described in the explanatory memorandum. I now move that resolution seven be approved.

Now, the eighth resolution for the meeting is to approve for all purposes the grant of 690,000 10-year performance rights to, and the acquisition of Goodman securities by Anthony Rozic as described in the explanatory memorandum. I now move that resolution eight be approved. I'll address any questions in relation to resolution six, seven, and eight or six or seven or eight involving the grant of performance rights to Greg, Danny, and Anthony. Alison, are there any questions on these three resolutions?

Alison Brink
Group General Manager, Marketing and Communications, Goodman Group

There are no questions, Mr. Chairman.

Stephen Johns
Independent Chairman, Goodman Group

Well, thank you very much. Indeed, I think I did answer the main issue on that in my answer to the Australian Shareholders' Association a few moments ago. If there are no further questions, we'll move on. The proxy votes for resolutions one to eight are now displayed on the screen. Please note that where open proxies are held by me as chairman, I intend to vote undirected proxies in favor of each resolution. Resolutions one to eight are also proposed as ordinary resolutions and will be approved if passed by more than 50% of the votes cast on the resolution. You'll see from the proxies on the screen that in respect of number five, the adoption of the remuneration report, proxies are less than 75%. They're standing at 58.32%.

The proxies for resolutions six, seven, and eight, which require 50% pass mark, so to speak, are in the mid-50s. We will, of course, count all the rest of the votes from today's meeting, and we'll announce the details of the final voting results to the ASX shortly after the conclusion of this meeting. As there is no other business to be considered, I thank you for your consideration today and now formally declare the meeting closed. Thank you very much, ladies and gentlemen.

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