Goodman : AGM results of meeting

19 November 2020

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 Mr Stephen Johns, as a Director of Goodman Limited and election as a Director of Goodman Logistics (HK) Limited

As an ordinary resolution of Goodman Limited:

1. "That Mr Stephen Johns, 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:

1. "That Mr Stephen Johns be elected as a Director of Goodman Logistics (HK) Limited."
   Resolution 3: Election of Mr Mark Johnson as a Director of Goodman Limited As an ordinary resolution of Goodman Limited:

"That Mr Mark Johnson, a Director of Goodman Limited, appointed since the last AGM and retiring in accordance with the Constitution and the Listing Rules, be elected as a Director of Goodman Limited."

Resolution 4: Adoption of the Remuneration Report

As an ordinary resolution of Goodman Limited:

"That the Remuneration Report for the year ended 30 June 2020 be adopted."

Under the Corporations Act 2001 (Cth), this resolution is advisory only and does not bind the Directors or the Company.

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 [phone] | Fax [phone]

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 [phone] | Fax [phone]

[e-mail] | www.goodman.com

Resolution 5: Issue of Performance Rights under the Long Term Incentive Plan to Mr Gregory 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 950,000 Performance Rights to, and the acquisition of Goodman Group Securities by, Mr Gregory Goodman as described in the Explanatory Memorandum to this Notice of Meetings."

Resolution 6: 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 380,000 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 7: 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 400,000 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.

19 November 2020

The Chairman	Computershare Investor Services Pty Limited
ABN 48 078 279 277
GOODMAN GROUP	Level Four 60 Carrington Street
Level 17	Sydney NSW 2000 Australia
60 Castlereagh Street	GPO Box 7045
Sydney NSW 2001 Australia
Sydney NSW 2000	Telephone [phone]
	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 329-205-321 on 19 November 2020 at 10:00 am (Sydney time), report as follows:

1. APPOINT THE AUDITOR OF GOODMAN LOGISTICS (HK) LIMITED

	Number	%
Votes cast 'FOR' the motion	1,503,659,399	98.24
Votes cast 'AGAINST' the motion	26,881,479	1.76
TOTAL VOTES CAST	1,530,540,878	100.00
The resolution was carried as an ordinary resolution of Goodman Logistics (HK) Limited
2(a)) RE-ELECT MR STEPHEN JOHNS AS A DIRECTOR OF GOODMAN LIMITED
	Number	%
Votes cast 'FOR' the motion	1,498,540,223	97.92
Votes cast 'AGAINST' the motion	31,766,848	2.08
TOTAL VOTES CAST	1,530,307,071	100.00
Votes "Abstained"
2,739,662
The resolution was carried as an ordinary resolution of Goodman Limited
2(b)) ELECT MR STEPHEN JOHNS AS A DIRECTOR OF GOODMAN LOGISTICS (HK) LTD
	Number	%
Votes cast 'FOR' the motion	1,499,167,588	98.03
Votes cast 'AGAINST' the motion	30,151,431	1.97
TOTAL VOTES CAST	1,529,319,019	100.00

The resolution was carried as an ordinary resolution of Goodman Logistics (HK) Limited

1. ELECT MR MARK JOHNSON AS A DIRECTOR OF GOODMAN LIMITED

	Number	%
Votes cast 'FOR' the motion	1,522,412,944	99.46
Votes cast 'AGAINST' the motion	8,304,308	0.54
TOTAL VOTES CAST	1,530,717,252	100.00
Votes "Abstained"
2,329,481

The resolution was carried as an ordinary resolution of Goodman Limited

1. ADOPTION OF REMUNERATION REPORT

	Number	%
Votes cast 'FOR' the motion	1,292,104,830	86.39
Votes cast 'AGAINST' the motion	203,492,458	13.61
TOTAL VOTES CAST	1,495,597,288	100.00
Votes "Abstained"
2,373,715

The resolution was carried as an ordinary resolution of Goodman Limited

1. ISSUE OF PERFORMANCE RIGHTS TO MR GREGORY GOODMAN

• Goodman Limited and Goodman Industrial Trust

	Goodman Limited		Goodman Industrial
	Number	%	Trust Number*
Votes cast 'FOR' the motion	1,094,996,137	73.18	13,271,353,180
Votes cast 'AGAINST' the motion	401,211,504	26.82	4,862,683,428
TOTAL VOTES CAST	1,496,207,641	100.00	18,134,036,608
Votes "Abstained"
2,819,415

• Goodman Logistics (HK) Limited

	Number	%
Votes cast 'FOR' the motion	1,094,527,354	73.20
Votes cast 'AGAINST' the motion	400,715,921	26.80
TOTAL VOTES CAST	1,495,243,275	100.00

The resolution was carried as an ordinary resolution of Goodman Limited, Goodman Industrial Trust and Goodman Logistics (HK) Limited

1. ISSUE OF PERFORMANCE RIGHTS TO MR DANNY PEETERS

• Goodman Limited and Goodman Industrial Trust

	Goodman Limited		Goodman Industrial
	Number	%	Trust Number*
Votes cast 'FOR' the motion	1,095,650,047	73.23	13,279,278,569
Votes cast 'AGAINST' the motion	400,555,653	26.77	4,854,734,514
TOTAL VOTES CAST	1,496,205,700	100.00	18,134,013,083.00
Votes "Abstained"
2,821,356

• Goodman Logistics (HK) Limited

	Number	%
Votes cast 'FOR' the motion	1,095,181,264	73.24
Votes cast 'AGAINST' the motion	400,060,070	26.76
TOTAL VOTES CAST	1,495,241,334	100.00

The resolution was carried as an ordinary resolution of Goodman Limited, Goodman Industrial Trust and Goodman Logistics (HK) Limited