You are accessing the goodman.com site. Are you looking for your local Goodman site?

Results of meeting

Friday, 16 November 2012

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 receive and adopt the Audited Financial Statements of Goodman Logistics (HK) Limited for the period from 18 January 2012 (date of incorporatio n) to 30 June 2012

The following ordinary resolution of Goodman Logistics (HK) Limited:

“That the Audited Financial Statements of Goodman Logistics (HK) Limited for the period from 18 January 2012 (date of incorporation) to 30 June 2012, the Directors’ Report and the Auditor’s Report  thereon be and are hereby received and adopted.”

Resolution 2: To appoint Auditors of Goodman Logistics (HK) Limited

The following ordinary resolution of Goodman Logistics (HK) Limited:

“That Messrs KPMG, the retiring Auditors, be and are hereby re-appointed as Auditors 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 3: Re-election of Mr Ian Ferrier as a director of Goodman Limited

The following ordinary resolution of Goodman Limited:

“That Mr Ian Ferrier, 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 4: Re-election of Mr Jim Sloman as a director of Goodman Limited

The following ordinary resolution of Goodman Limited:

“That Mr Jim Sloman, 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 5: Election of Mr Philip Fan as a director of Goodman Limited

The following ordinary resolution of Goodman Limited:

“That Mr Philip Yan Hok Fan, 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 6: Election of Ms Rebecca McGrath as a director of Goodman Limited

The following ordinary  resolution of Goodman Limited:

“That Ms Rebecca McGrath,  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 7: Re-election of Mr Philip Pearce as a director of Goodman Logistics (HK) Limited

The following ordinary resolution of Goodman  Logistics (HK) Limited:

“That Mr Philip Pearce, a Director of Goodman Logistics (HK) Limited, retiring in accordance with the Articles of Association of Goodman Logistics (HK) Limited and the Listing Rules, be elected as a Director of Goodman Logistics (HK) Limited.”

Resolution 8: Adoption of the Remuneration Report

The following ordinary resolution of Goodman Limited:

“That the Remuneration Report for the year ended 30 June 2012 be adopted.”

Resolution 9: Approval of Long Term Incentive Plan


The following ordinary resolution of each of Goodman Limited, Goodman Industrial Trust and Goodman Logistics (HK) Limited:

“That approval be givenfor all purposes under the Listing Rules (including Listing Rule 7.2) for approval of the Long Term Incentive Plan for a period of three years from the date of this approval.”

Resolution 10: Issue of Performance Rights under the Long Term Incentive Plan to Gregory Goodman

The following ordinary resolution of each of Goodman Limited, Goodman Industrial Trust and Goodman Logistics (HK) Limited:

“That  approval  is  given  for all  purposes  including  under  section  200B  of the  Corporations  Act and  under  the  Listing  Rules  for  the  grant  of  927,152  Performance  Rights  to  Mr  Gregory Goodman as described in the Explanatory Memorandum.”

Resolution 11: Issue of Performance Rights under the Long Term Incentive Plan to Philip Pearce

The following ordinary resolution of each of Goodman Limited, Goodman Industrial Trust and Goodman Logistics (HK) Limited:

“That approval is given for all purposes including under section 200B of the Corporations Act and under the Listing Rules for the grant of 298,013 Performance Rights to Mr Philip Pearce as described in the Explanatory Memorandum.”

Resolution 12: Approval of amendments to Goodman Logistics (HK) Limited Articles of Association


The following special resolution of Goodman Logistics (HK) Limited:

“That Article 12.3 of Goodman Logistics  (HK) Limited’s  Articles of Association be and is hereby amended by replacing  it in its entirety with the following:

“The Directors who must retire from office (but are eligible to stand for re-election) at the annual general meeting are determined as follows:

(a)     each Director (other than the Managing Director exempt from rotation under Article 14.20) who has held office since their last election:
         (i)      beyond the third annual general meeting following the Director’s appointment  or last election; or
         (ii)     for at least three years, whichever  is the longer period;  and

(b)     each Director who was appointed by the Directors under Article 12.8.” ”

The poll results and proxy summary in relation to each resolution of Goodman Limited are set out in Appendix  1.

The poll results and proxy summary in relation to each resolution of Goodman Industrial Trust are set out in Appendix 2.

The poll results in relation to each resolution of Goodman Logistics  (HK) Limited are set out in Appendix 3.


Yours faithfully

Carl Bicego
Company Secretary