GOODMAN GROUP - AGM Information 2005

MACQUARIE GOODMAN GROUP ANNUAL GENERAL MEETING CHAIRMAN'S ADDRESS

Date: Friday, 18 November 2005 Time: 10:30 Am Venue: Hilton Sydney, Level 2, State Room 488 George Street, Sydney, NSW

Good morning, ladies and gentlemen, and welcome to the 2005 Annual General Meeting of the Macquarie Goodman Group.

My name is David Clarke and I am the Chairman of MGQ.

I would like to start by introducing my fellow Directors - Deputy Chairman David Teplitzky, Chief Executive Officer Gregory Goodman, Independent Directors lan Ferrier, John Harkness and Anne Keating and Non-Executive Directors Patrick Goodman and James Hodgkinson.

Also present today are Chief Operating Officer David Van Aanholt, Company Secretary Carolyn Scobie, Chief Financial Officer Anthony Rozic and Alternate Director Stephen Girdis.

As announced in June, Bill Moss has resigned from the board and has been replaced by James Hodgkinson.

I can further advise that Independent Director Lynn Wood and Non-Executive Director Patrick Allaway have retired from the board.

I would like to place on record the Board's sincere thanks to Bill, Lynn and Patrick for their outstanding contribution to the Macquarie Goodman Group.

At the time of the merger, Macquarie Goodman announced its intention to reduce the size of its board to no more than 9 Directors, of whom a majority would be independent.

Following these retirements, the Board will comprise 8 Directors, of which 4 are Independent.

In keeping with our commitment, I can advise members that we expect to be able to announce the appointment of a fifth Independent Director shortly.

In this context, I can report that discussions with Mr Jim Sloman have reached the stage where we expect to be able to invite him to join the Board in the near future.

Mr Sloman is an experienced property executive with a long and distinguished career with the Lend Lease Group prior to serving as the Chief Operating Officer of SOCOG.

Mr Sloman has indicated that, if invited, he is likely to accept an invitation to join the Board.

It is intended that he would join the Board as of 1 January 2006.

Mr Sloman would bring to the Board the experience of many years as a senior property executive coupled with an independent status.

Can I now ask whether all members present have been issued with a voting or non voting member registration card?

If not, could you please see one of the Computershare Investor Services representatives at the registration desk.

If you have not signed the attendance register, could you please see the Company Secretary Carolyn Scobie after the meeting to ensure your attendance

is recorded.

Today's meeting has been convened in accordance with the Corporations Act and the listing rules of the Australian Stock Exchange.

I have been informed by Roslyn Brierly of Computershare Investor Services Pty Limited, the scrutineers for today's proceedings, that a Quorum is present for the meeting and, therefore, I formally declare the meeting open.

I propose, unless there are any objections, that the Notice of Meeting dated 17 October 2005 be taken as read.

Today I will address the highlights of the 2005 financial year for Macquarie Goodman and the key events since balance date.

I will also be happy to answer any questions you have at the conclusion of formal business.

Highlights

The year to 30 June 2005 was noteworthy in many respects.

In February, we undertook the most significant transaction in the company's history, completing the merger between Macquarie Goodman Management and Macquarie Goodman Industrial Trust.

The merger created a fully integrated industrial property group, with a high quality portfolio and the proven skills to manage it.

Macquarie Goodman is now the fourth largest listed property group on the Australian Stock Exchange.

Our enhanced index weighting and access to a lower cost of capital allow us to

pursue growth opportunities without significantly increasing our risk profile.

We moved quickly to capitalise on the benefits presented by the merger.

Within two months, we undertook a \$458 million capital raising, the largest in our history, which was strongly supported by both institutional and retail investors.

Part of the proceeds were used to expand our activities in Asia, where there is a rapidly developing property trust sector.

Through an Asian joint venture with Macquarie Bank, we purchased what we intend to be seed assets for a Hong Kong real estate investment vehicle to be launched next year.

On the operational side, our business units continued to perform well, delivering strong leasing results, rolling out the development pipeline and expanding our third party funds management business.

As a result, securityholders enjoyed returns in excess of the relevant benchmark indices.

I will elaborate on each of these points throughout this address, as well as issues that have arisen since the 30 June balance date.

But first, I will give you an outline of the group's structure and business strategy.

Business Structure

The Macquarie Goodman Group was established in its present form just 5 years ago with the aim of becoming the leading industrial space and service provider in Australia.

With a property portfolio valued at approximately \$1 billion in October 2000, we

have grown to become not only the biggest listed industrial property group in Australia but one of the largest in the world.

Today, we own, manage and develop a core portfolio of 125 warehouses, distribution centres, industrial estates, business parks and office parks valued at \$4.7 billion.

Our activities can be broken into two key areas – property investment and management services.

On the property investment side, we actively manage our property portfolio in Australia, New Zealand Hong Kong, overseeing developments and managing the on-site needs of our customers.

We also ensure that the portfolio is diversified across key asset types so that we can respond to our customers' future requirements.

Offshore, our properties are usually held in fund management vehicles, in which Macquarie Goodman takes a cornerstone investment.

We believe this is an effective way of giving our investors exposure to a diversified portfolio of industrial property assets while maintaining a conservative risk profile.

On the management services side, there are three key activities.

$\ddagger$ We create, grow and manage new property funds for third party investors, thereby maximising returns for Macquarie Goodman Securityholders.

$\overline{2}$ . We develop properties to specific customer requirements, ensuring longterm relationships with those customers and a secure source of income to our investors.

We also provide a range of property services to the funds, whether it be

changing a light bulb, cutting the grass or negotiating new lease arrangements.

Customer Service Model

At the core of all these activities is the customer.

One of the keys to Macquarie Goodman's growth over the past decade is the Customer Service Model we have followed since inception.

Quite simply, we pride ourselves on providing the highest quality service to all our customers.

This is easier said than done $-$ we have more than 1,250 customers and their property requirements are individually specific.

Yet, in their relationship with us, they can be assured of three things.

Firstly, because we are long-term owners of industrial and business space, our customers have an ongoing relationship with Macquarie Goodman.

Secondly, as we manage the properties ourselves, we can understand and accommodate their day-to-day needs.

Finally, with a pipeline of sites available for development in strategically located growth areas, we are able to plan and develop facilities purpose built to satisfy our customers' growth plans.

Through this strategy, we have built one of the largest corporate customer bases in the sector, including such household names as Toll Holdings, Linfox, Coles Myer, Woolworths, Hewlett Packard, Coca-Cola Amatil and Commonwealth Bank.

The success of our customer focus is highlighted by the fact that our properties are 98 per cent occupied and we retain 81 per cent of our customers.

With our increasing Asian profile, we can also assist customers with their own expansion plans in that region, further enhancing those relationships.

Geographic Coverage

By following a consistent strategy, Macquarie Goodman has built a portfolio of assets throughout Australia, New Zealand and Asia.

As you can see, the bulk of our activities remain focused in Australia, where we manage 117 properties worth \$4.5 billion.

Our New Zealand operations reflect the activities of the Macquarie Goodman Property Trust, which has undergone significant change and an improved performance over the past year.

Our Singapore revenue is derived solely from the A-REIT trust, which we manage in a joint venture with Singapore-based business space provider, Ascendas.

In just three years, A-REIT has become one of Singapore's top 30 listed entities, with a market capitalisation of \$A1.7 billion.

It is now included in a number of leading indices, highlighting the trust's remarkable growth story.

This year, we have utilised the benefits of the merger to extend our Asian footprint to Hong Kong and we plan to pursue other property funds management opportunities in the region through our joint venture agreement with Macquarie Bank.

In our offshore strategy, we have taken several steps to enhance securityholder returns while limiting the risks.

Our offshore investments provide us with a diversified income stream, meaning that we are not unreasonably exposed to any one market.

They are held in listed property trusts in which Macquarie Goodman takes a cornerstone investment, further protecting the interests of our security holders.

And, in many cases, we are working with existing customers as they seek to facilitate their own regional expansion plans.

Financial Highlights

It is worth noting that our financial performance for the year is somewhat complicated, given the timing of the merger.

Due to accounting requirements, our reported net profit includes 12 months of MGM profits, 5 months of MGI profits and the effect of non-recurring costs associated with the merger.

However, in every instance, we have matched or exceeded the forecasts contained in the Explanatory Memorandum preceding the merger.

Our normalised earnings per security of 23.96 cents exceeded our forecast of 23.65 cents per security.

We met our distribution forecast, equivalent to an annual distribution of 25.9 cents per security.

This represented a significant increase over our pre merger forecast distribution for MGI Unitholders of 13.1 cents per unit and 9.5 cents per share for MGM shareholders.

In addition to these important metrics, the net tangible assets per security of \$2.15 represented a 9 per cent increase over our forecast of \$1.97 prior to the merger.

And at 30 June 2005, gearing was 36 per cent which is at the lower end of our target range of 35 to 40 per cent.

Merger Value to Securityholders

Since the start of the last financial year, former MGM shareholders and MGI unitholders have benefited significantly from the increase in distributions and security price resulting from the merger of the two groups.

Based on the ratio of 0.57 MGQ securities for each MGI unit, each set of investors has received substantial economic benefits.

Annual Return to Securityholders

In the year to 30 June, Macquarie Goodman delivered a 48.5 per cent total return to Macquarie Goodman Industrial Trust unitholders and 20.3 per cent to shareholders in Macquarie Goodman Management Limited.

These total returns exceeded the relevant benchmark index for both entities.

Property Investment

In all its acquisitions, our property investment team chooses sites located in established industrial areas and close to major infrastructure such as road and rail networks.

They also ensure that the portfolio is strategically diversified across key asset types.

During the year, we invested \$973 million in acquisitions, about a quarter of which represented our first exposure in Hong Kong.

Our existing properties also continued to grow in value, with revaluations adding \$64.3 million during the year.

These figures highlight both the quality of the portfolio and ability to add value through the day-to-day management of those properties.

Funds Management

Our funds management business more than doubled its funds under management during the year. Funds under management grew from \$1.1 billion to \$2.3 billion.

In Singapore, the jointly managed Ascendas real estate investment trust doubled its assets with the acquisition of 20 properties for \$A800 million.

A-REIT, which now owns 36 properties, delivered total returns to unitholders of 56 per cent per annum and has consistently outperformed market expectations.

In New Zealand, the Macquarie Goodman Property Trust achieved a 118 per cent increase in profit and more than doubled its assets to \$494 million.

This resulted in a total return to unitholders of 27 per cent.

In a restructure of the trust in March this year, Macquarie Goodman took a cornerstone investment of 30 per cent.

Property Development

On the property development front, we continued to work with our customers to meet their specific space requirements.

We completed more than \$300 million of new developments during the year, 97 per cent of which was pre-committed to customers.

We also commenced a further \$532 million of development works, 88 per cent of which is pre-committed.

The high level of pre-commitment reflects both the strong relationships we have with our customers and our quest to minimise development risk for our securityholders.

In addition, we now have almost 3 million square metres of vacant land available for development in Australia and New Zealand, giving us the flexibility to respond to our customers' future requirements.

Key highlights during the year included an agreement to build a major distribution facility for Coles Myer in Adelaide and planning approval for the M7 business hub in Western Sydney, where we have major pre-commitments from companies such as Coca Cola Amatil and Coles Myer.

We also commenced development of the Highbrook Business Park in New Zealand, which will be transformed into a world-class facility over the next seven years.

Property Services

The property services team of 66 specialists continued to service the day-to-day needs of our customers in Australia, New Zealand and Hong Kong.

During the financial year, they completed 42 leasing transactions with existing customers, securing an average 3.4 per cent increase in rent on those properties.

This demonstrates how effectively we work with our customers in satisfying their ongoing requirements, which in turn translates into stronger returns for our investors.

The high occupancy and retention rates that Macquarie Goodman enjoy are due

primarily to the efforts of this team.

Asian Strategy

Since balance date, there have been a number of significant developments.

We have acquired an additional \$A297 million of assets in Hong Kong, valuing our total Hong Kong properties at more than \$A585 million.

Macquarie Goodman and Macquarie Bank will co-invest in this portfolio, with plans to launch a Hong Kong investment vehicle next year.

This will give us a funds management platform in Hong Kong, based on the successful models we have developed in Singapore and New Zealand.

We will also purchase a property in China under a partnership with Exel, the world's largest third party logistics operator. Jointly we will develop and manage their properties in the Asia pacific region.

One of the first projects of this partnership will be the development of a warehouse and distribution centre in Shanghai at a cost of \$31.8 million.

Wholesale Fund

We also announced the launch of our first wholesale fund, giving institutional investors the opportunity to invest directly in Australian industrial property.

The Macquarie Goodman wholesale fund has been well-supported and recently closed oversubscribed.

Its assets comprise 32 Australian industrial properties, representing a broad spread.

Macquarie Goodman will earn management fees from the fund, while securityholders will also benefit, through our 30 per cent cornerstone investment.

Outlook

In 2006, we will continue to pursue third party funds management opportunities, giving our security holders access to diversified and secure sources of income.

Over the past year we have increased our profile in Asia and made acquisitions that will deliver continued earnings growth for our security holders.

Moving forward we will capitalise on this growing position by launching a Hong Kong real estate investment vehicle.

By focusing on these initiatives we expect to be able to deliver distributions of 27.5 cents per security in line with the Explanatory Memorandum forecast.

Conclusion

The past year has been a defining period for Macquarie Goodman.

The merger of our management and property investment arms has presented growth opportunities we would not have been able to pursue as separate entities.

Since the merger, we have systematically achieved the goals we set out in the Explanatory Memorandum.

We have continued our focus on building strong customer relationships, which form the basis of the results I have outlined to you today.

At every turn, we have demonstrated a commitment to achieving good returns for our investors without exposing them to undue risk.

In the year ahead we plan to continue with the strategy that has served us well in the past, and I hope to report to you continued earnings and distribution growth at the next annual meeting.

Formal Business

I will now turn to the formal business of the meeting as set out in the Notice of Meetings.

The first item of business is consideration of the Annual Report of the Macquarie Goodman Group.

Securityholders were given the opportunity to ask questions to the auditor via the form attached to the Notice of Meeting.

A number of questions were received from securityholders and passed onto the auditors.

However, the auditors have confirmed that these questions do not directly relate to the audit report. Accordingly, it is not intended to compile a question list but I would like to table the auditor's letter in this regard.

In summary, the questions which were received related to issues such as auditor independence, the timing of a unitholder purchase plan, our policy on environmental sustainability and the Chief Executive Officer's remuneration.

The issue of auditor independence is of increasing interest to investors given the well known corporate collapses both here and overseas.

The audit committee and the board of Macquarie Goodman considered the issue very carefully particularly in light of the fees paid to KPMG transaction services for their investigating accountant roles on both the merger and rights issue.

These roles were not tendered as the group was comfortable with the capabilities of KPMG transaction services and there was ample evidence available at that time, given the mergers of each of Westfield, Deutsche and GPT/Lend Lease of the appropriate charge for such a service.

In addition, the role of Investigating Accountant provides assurance to the board and investors that the forecasts made at the time of a transaction are reasonable.

It is a forward looking analysis which does not include a review of the work done by other KPMG divisions.

Accordingly, the board was satisfied that Auditor Independence was not compromised.

In regard to the further implementation of a unitholder purchase plan I note that capital requirements for the Group are constantly monitored and the board would instigate a further capital raising at a time that was in the best interests of the Group.

In terms of environmental sustainability, Macquarie Goodman carries out environmental due diligence prior to each acquisition of property.

Further, our customers require that buildings are constructed using the highest environmental standards.

Finally, the topic of Greg's remuneration will be dealt with in more detail in the discussion of resolution 7.

Securityholders may now wish to verbally direct questions to our auditor, Paul Reid of KPMG, in relation to the conduct of the audit and the preparation and content of the Independent Audit Report, accounting policies adopted by the Group and auditor independence.

You may also like to take this opportunity to ask any questions about the 2005 Annual Report including the overview, management and financial report.

Please come up to the microphone and state your name to the staff assisting.

I will turn now to the formal resolutions set out in the Notice of Meeting.

My fellow directors and I support the resolutions being put to securtivholders for consideration, except for the situation where any of us have an interest in that resolution, in which case, we individually make no recommendation.

The first 4 resolutions relate to the re-election of directors.

Mr Patrick Goodman, Mr John Harkness, Mr James Hodgkinson and Ms Anne Keating are each required to retire as directors in accordance with the provisions of the constitution, and being eligible, each of them offers themselves for re-election.

Each of these resolutions is proposed as an ordinary resolution, and will be approved if passed by at least 50% of the votes cast by members entitled to vote on the resolution.

Resolution 1

Resolution 1 is for the re-election of Mr Patrick Goodman as a director of MGM.

Prior to putting this resolution to the meeting, I would like to ask Patrick to say a few words in support of his re-election.

[Mr Patrick Goodman to respond]

Thank you Patrick.

I now move resolution 1 - that Mr Patrick Goodman, a director of MGM retiring in

accordance with the constitution, be re-elected as a director of MGM.

Discussion

Does any securityholder wish to speak on the resolution? Please come up to one of the microphones and state your name to the staff assisting.

Proxy votes

I wish to inform you that [*] valid proxies for this meeting have been received.

The proxy votes for resolution 1 are as follows:

[*] votes for resolution 1, representing [*]% of votes received. $\bullet$
[*] votes against resolution 1, representing [*]% of votes received. $\bullet$

[*] votes are open to proxy holders.

Please note that where open proxies are held by myself as chairman, I intend to vote undirected proxies in favour of each resolution.

If no one else wishes to speak, I put the resolution to the meeting.

Will those in favour of the resolution please raise a hand.

Those against?

I declare the resolution passed. [50% of votes]

[If this resolution is not passed on the show of hands,

If a poll is properly demanded by securityholders

Chair to say:

Given the level of proxies received it is appropriate that I, as chair, and in accordance with the corporations act, call a poll in respect of this resolution.

In the interests of time, I propose to conduct the poll at the conclusion of all other items of business]

Resolution 2

Resolution 2 is for the re-election of Mr John Harkness as a director of MGM.

Prior to putting this resolution to the meeting, I would like to ask John to say a few words in support of his re-election.

[Mr John Harkness to respond]

Thank you John.

I now move resolution 2 – that Mr John Harkness, a director of MGM retiring in accordance with the constitution, be re-elected as a director of MGM.

Discussion

Does any security holder wish to speak on the resolution?

Please come up to one of the microphones and state your name to the staff assisting.

Proxy votes

I wish to inform you that [*] valid proxies for this meeting have been received.

The proxy votes for resolution 2 are as follows:

[*] votes for resolution 2, representing [*]% of votes received. $\bullet$
[*] votes against resolution 2, representing [*]% of votes received. $\bullet$

[*] votes are open to proxy holders.

If no one else wishes to speak, I put the resolution to the meeting.

Will those in favour of the resolution please raise a hand.

Those against?

I declare the resolution passed. [50% of votes]

[If this resolution is not passed on the show of hands,

If a poll is properly demanded by securityholders

Chair to say:

Given the level of proxies received it is appropriate that I, as chair, and in accordance with the corporations act, call a poll in respect of this resolution.

In the interests of time, I propose to conduct the poll at the conclusion of all other items of business]

Resolution 3

Resolution 3 is for the re-election of Mr James Hodgkinson as a director of MGM.

Prior to putting this resolution to the meeting, I would like to ask James to say a few words in support of his re-election.

[Mr James Hodgkinson to respond].

Thank you James.

I now move resolution 3 - that Mr James Hodgkinson, a director of MGM retiring in accordance with the constitution, be re-elected as a director of MGM.

Discussion

Does any securityholder wish to speak on the resolution? Please come up to one of the microphones and state your name to the staff assisting.

Proxy votes

I wish to inform you that [*] valid proxies for this meeting have been received.

The proxy votes for resolution 3 are as follows:

[*] votes for resolution 3, representing [*]% of votes received.
[*] votes against resolution 3, representing [*]% of votes received. $\bullet$

[*] votes are open to proxy holders.

If no one else wishes to speak, I put the resolution to the meeting.

Will those in favour of the resolution please raise a hand.

Those against?

I declare the resolution passed. [50% of votes]

[If this resolution is not passed on the show of hands,

If a poll is properly demanded by securityholders

Chair to say:

Given the level of proxies received it is appropriate that I, as chair, and in accordance with the corporations act, call a poll in respect of this resolution.

In the interests of time, I propose to conduct the poll at the conclusion of all other items of business]

Resolution 4

Resolution 4 is for the re-election of Ms Anne Keating as a director of MGM.

Prior to putting this resolution to the meeting, I would like to ask Anne to say a few words in support of her re-election.

[Ms Anne Keating to respond].

Thank you Anne.

I now move resolution 4 - that Ms Anne Keating, a director of MGM retiring in accordance with the constitution, be re-elected as a director of MGM.

Discussion

Does any security holder wish to speak on the resolution? Please come up to one of the microphones and state your name to the staff assisting.

Proxy votes

I wish to inform you that [*] valid proxies for this meeting have been received.

The proxy votes for resolution 4 are as follows:

[*] votes for resolution 4, representing [*]% of votes received.
[*] votes against resolution 4, representing [*]% of votes received.

[*] votes are open to proxy holders.

If no one else wishes to speak, I put the resolution to the meeting.

Will those in favour of the resolution please raise a hand.

Those against?

I declare the resolution passed. [50% of votes]

[If this resolution is not passed on the show of hands,

OR

If a poll is properly demanded by securityholders

Chair to say:

Given the level of proxies received it is appropriate that I, as chair, and in accordance with the corporations act, call a poll in respect of this resolution.

In the interests of time, I propose to conduct the poll at the conclusion of all other items of business]

Resolution 5

There are restrictions in the Corporations Act and the ASX listing rules which prohibit the issue of more than 15% of Macquarie Goodman Group's issued capital in any 12 month period without securityholder approval.

As you may be aware Macquarie Goodman Group's distribution plan is, from time to time, underwritten and most recently J.P. Morgan Australia Limited underwrote the DRP for the quarter ending 30 September 2005.

Macquarie Goodman Group may also choose to enter into agreements to have the DRP underwritten for distributions to be made over the next 12 months.

Issues of securities to an underwriter of the DRP are counted within the 15% limit I just referred to and the resolution seeks your approval for issues to the underwriter not to be counted in the 15% limit.

The Notice of Meeting contains information relevant to this resolution, including the funding flexibility that would be provided to the Macquarie Goodman Group by passing the resolution.

Resolution 5 is to consider, and if thought fit, pass a special resolution that:

The issue to the underwriter of stapled securities that were not subscribed for by securityholders under the DRP for the distribution period ended 30 September $2005$ ; and

That the issue to the underwriter of the DRP, or persons procured by the underwriter, of stapled securities that are not subscribed for by securityholders under the DRP for the distribution periods from 1 October 2005 until 30 September 2006 be approved for all purposes (including for the purposes of listing rule 7.1 and ASIC class order 05/26.

As stated in the Notice of Meeting, resolution 5 will be proposed as a special resolution. The voting for a special resolution is required by the Corporations Act 2001 to be decided on a poll.

My fellow independent directors and I support the resolution being put to Macquarie Goodman Group's securityholders for consideration.

Voting exclusion statements apply to resolution 5 as outlined in the Notice of Meetina.

I hereby move resolution 5 as a special resolution.

May I have a seconder?

Thank you.

Discussion

Does any security holder wish to speak on the resolution? Please come up to one of the microphones and state your name to the staff assisting.

We will conduct the poll in relation to this resolution at the conclusion of all other items of business.

Accordingly, I will put resolution 5 to Macquarie Goodman Group securityholders by conducting this poll after discussion on resolution 7.

Resolution 6 is to consider and if thought fit, pass an ordinary resolution to adopt the remuneration report for the year ended 30 June 2005.

Macquarie Goodman remuneration levels are competitively set to attract and retain appropriately qualified and experienced directors and staff.

The Remuneration Committee obtains independent advice on the appropriateness of remuneration packages, given trends in comparative companies.

Further, the Group has been influenced by the views of organisations such as the Australian Shareholders Association in structuring long term incentive programs.

I would encourage you to read the remuneration information in the Annual Report and now move resolution 6 which is the adoption of that report.

The requirement to hold a vote on the group's remuneration report arises from recent amendments to the Corporations Act.

Discussion

Does any securityholder wish to speak on the resolution? Please come up to one of the microphones and state your name to the staff assisting.

Proxy votes

I wish to inform you that [*] valid proxies for this meeting have been received.

The proxy votes for resolution 6 are as follows:

[*] votes for resolution 6, representing [*]% of votes received. $\bullet$
[*] votes against resolution 6, representing [*]% of votes received. $\bullet$

[*] votes are open to proxy holders.

If no one else wishes to speak, I put the resolution to the meeting.

Will those in favour of the resolution please raise a hand.

Those against?

I declare the resolution passed. [50% of votes]

[If this resolution is not passed on the show of hands,

If a poll is properly demanded by securityholders

Chair to say:

Given the level of proxies received it is appropriate that I, as chair, and in accordance with the corporations act, call a poll in respect of this resolution.

In the interests of time, I propose to conduct the poll at the conclusion of all other items of business]

Resolution 7 is to consider and, if thought fit, pass an ordinary resolution that approval is given for all purposes under the Corporations Act and the listing rules of ASX for the issue of stapled securities to Mr Gregory Goodman under the Macquarie Goodman Employee Security Acquisition Plan (ESAP) and by making of an interest bearing loan on a limited recourse basis under the ESAP for the purpose of acquiring those stapled securities.

The directors believe that the issue of stapled securities on the terms outlined in the Notice of Meeting are an appropriately designed equity-based incentive for this senior officer, having regard to Mr Goodman's responsibilities and record of achievement.

The retention of Mr Goodman through an appropriate long-term remuneration strategy is important for the continued growth and performance of the Group.

Voting exclusions apply to resolution 7.

Therefore, any director of MGM who is associated with Greg Goodman is ineligible to vote.

The remainder of the board unanimously endorses the resolution.

Discussion

Does any security holder wish to speak on the resolution? Please come up to one of the microphones and state your name to the staff assisting.

Proxy votes

I wish to inform you that [*] valid proxies for this meeting have been received.

The proxy votes for resolution 7 are as follows:

[*] votes for resolution 7, representing [*]% of votes received. $\bullet$
[*] votes against resolution 7, representing [*]% of votes received. $\bullet$

[*] votes are open to proxy holders.

If no one else wishes to speak, I put the resolution to the meeting.

Will those in favour of the resolution please raise a hand.

Those against?

I declare the resolution passed. [50% of votes]

[If this resolution is not passed on the show of hands,

If a poll is properly demanded by security holders

CHAIR TO SAY

Given the level of proxies received it is appropriate that I, as chair, and in accordance with the corporations act, call a poll in respect of this resolution.

In the interests of time, I propose to conduct the poll at the conclusion of all other items of business]

Conducting the Poll - Resolution 5 Only

Conduct poll

In accordance with the Notice of Meeting and the accompanying Explanatory Memorandum sent to Macquarie Goodman Group securityholders, the vote on resolution 5 will be conducted by way of a poll.

Display voting cards

Please note that when you registered to vote this morning you were given a single blue voting card in respect of voting on the proposed resolutions.

[Visual display of Macquarie Goodman Group securityholder voting card]

Casting of votes on resolution 5

I now ask all Macquarie Goodman Group securityholders to cast their votes for or against resolution 5 by marking the box on their voting card for the resolution.

Please note, only resolution 5 is required to be completed. Following the poll, I will announce the valid proxy votes received on resolution 5.

When you have completed your voting card in respect of the proposed resolution, including completing your name and signing the poll card, representatives from Computershare Investor Services will be circulating with ballot boxes for you to place your completed poll card in.

As I previously mentioned, Computershare Investor Services is assisting us today with the collection and counting of voting cards and Roslyn Brierly of Computershare will scrutinise the counting of votes.

We propose to announce the outcome of the resolution before closing the

meeting, with final voting details to be announced to Australian Stock Exchange.

Are there any questions about the poll procedure?

[Leave time for questions. Allow time for voting and collection of voting cards]

Are there any voting cards still to be collected? Please put up your hand if there are.

Close Poll

I now declare the polls for the meeting resolution closed.

Notification of Proxies

I confirm that the following proxies have been received on resolution 5:

Resolution 5:

Total Votes	Total For	Total Against	Total Open
Lodged*

ו אי	r ki	Гŵ.	r ki

1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999	$^*1\%$

Including open proxies.

Where any proxy appointment form has not specified how the relevant votes are to be cast and are in favour of the chairman, I have cast them in favour of the resolution.

Adjournment of the Meeting and Break to Count Votes

I now declare the meeting adjourned. After the votes for the poll conducted have been counted by Computershare Investor Services, I will re-open the meeting and

announce the results of the poll on resolution 5.

The counting of votes should take approximately 20 minutes during which time some light refreshments will be served.

Result of Polls and Conclusion

Re-Open Meeting

I now declare the meeting re-opened.

Announce Result of Poll

I declare that resolution 5 [has been/has not been] passed by the requisite majorities and I declare the resolution carried. The formal results of the poll will be notified to the Australian Stock Exchange shortly.

Close Meeting

Ladies and gentlemen, thank you for your attendance today at the meeting of Macquarie Goodman Group.

As there is no other business to be considered, I now formally declare the meeting closed.

Finally, I would like to thank our securityholders for their support and for attending today's meeting.

Conducting the Poll on More than 1 Resolution

Conducting the Poll on Resolution 5 and if a Poll is Duly Demanded by Securityholders

In accordance with the Notice of Meeting and the accompanying Explanatory Memorandum sent to Macquarie Goodman Group securityholders, the vote on resolution 5 will be conducted by way of a poll.

In addition, MGM's constitution sets out when and how a poll may be demanded.

A poll can be demanded by:

Five members who have the right to vote at the meeting;
The Chairman; or
Any member(s) representing not less than 5% of total voting rights of all the members having the right to vote at the meeting.

The poll may be demanded before a vote, before the voting results on a show of hands are declared, or immediately after the voting results on a show of hands are declared $(s250(3))$ .

[I now call for a poll/a poll has been properly demanded for resolution [*]].

I will now outline the procedures.

Display Voting Cards

Please note that when you registered to vote this morning you were given a single blue voting card in respect of voting on the proposed resolutions.

[Visual display of MGQ securityholder voting card]

Casting of Votes on Resolutions

I now ask all Macquarie Goodman Group securityholders to cast their votes for or against resolution 5 and $\lceil \cdot \rceil$ by marking the box on the voting card for the resolution.

Following the poll, I will announce the valid proxy votes received on resolutions 5 and $[^*]$ .

When you have completed your voting card in respect of the proposed resolutions, please hold it up and a representative from Computershare Investor Services will collect it.

We propose to announce the outcome of the resolutions before closing the meeting, with final voting details to be announced to Australian Stock Exchange.

Are there any questions about the poll procedure?

[Leave time for questions. Allow time for voting and collection of voting cards]

Are there any voting cards still to be collected? Please put up your hand if there are.

Close Poll

I now declare the polls for the meeting resolutions closed.

Adjournment of the Meeting and Break to Count Votes

I now declare the meeting adjourned. After the votes for the poll conducted have been counted by Computershare Investor Services, I will re-open the meeting and announce the results of the poll on resolutions.

The counting of votes should take approximately 25 minutes during which time some light refreshments will be served.

Result of Polls and Conclusion

Re-Open Meeting

I now declare the meeting re-opened.

Notification of Proxies

I confirm that the following proxies have been received on resolutions 5:

Resolution 5:

$\overline{\ast}$

Total Votes	Total For	Total Against	Total Open
Lodged*

ቦ አነ		г*
	$^*1\%$	™]%	™]%

Including open proxies.

Where any proxy appointment form has not specified how the relevant votes are to be cast and are in favour of the chairman, I have cast them in favour of the resolution.

Announce Result of Poll

I declare that resolution 5 and [*] [has been/has not been] passed by the requisite majorities and I declare the resolution carried/not carried.

The formal results of the poll will be notified to the Australian Stock Exchange shortly.

Close Meeting

Ladies and gentlemen, thank you for your attendance today at the meeting of Macquarie Goodman Group.

As there is no other business to be considered, I now formally declare the meeting closed.

Finally, I would like to thank our securityholders for their support and for attending today's meeting.

WE COURT ERST TELESTER Annual General Veeling BINOVERING PATE

VKGCADA KA

erma
Samak
Samak
Samak

Maria Barat da Ba

enpoem

in andria

Directors

Mr David Clarke auudig Chairman
Dr David Teplizky auudig Independent Deputy Chairman
Mr Gregory Goodman amadoj Chief Executive Officer
Mr lan Ferrier aaadig Independent Director
Mr John Harkness auudig Independent Director

Directors

Ms Anne Keating auundig Independent Director
Mr Patrick Goodman auudig Non-Executive Director
Mr James Hodgkinson auudig Non-Executive Director

Mr Stephen Girdis auudig Alternate Director for Messrs David Clarke and James Hodgkinson

Year in Review

Highlights

Formation of Macquarie Goodman Group saaridig
\$458 million capital raising
Entered Asian joint venture with Macquarie Bank saarid)
S
Acquisition of \$248 million in Hong Kong investments saaridig
Strong leasing and development results saadiy
Growth in third party funds management in New Zealand and raaad) Singapore
enend)
General Strong returns to Security holders

Business Structure

PROPERTY INVESTMENT Property ownership	ATOMOTIC THE SEE ONE A SAN BADA DA SAN K	ING ZALEN Dictation in Germanian Schlan	The Communication	E PORT AND Eller viktor brit Territorian per la provincia de la provincia de la provincia de la provincia de la provincia de la provincia
Cornerstone investments kan kalenda	Magasarana	med	29366	Michan
Management services Funds Management	MGWF Direct Property en ereditar Salah	MGP Direct Property S.	AREIT Joint venture - Ascendas Ű.	HK Fund Direct Property Joint venture - MBL
Property Development	Ű, en de la f	e e de la concela Concela de la concela de la concela de la concela de la concela de la concela de la concela de la concela de Concela de la concela de la concela de la concela de la concela de la concela de la concela de en 1999. Vol		Ŵ, e e de la construcción de la construcción de la construcción de la construcción de la construcción de la const Construcción de la construcción de la construcción de la construcción de la construcción de la construcción de
Property Services	Ŵ,

Customer Service Model

Our Customer Service Model operates at the heart of our business eanad y
Designed to identify the diverse property requirements of over enering)
Senering 1,250 customers and provide them with complete property solutions

Financial Highlights

	ANG ATANGIE	HV MILLY: NY
Normalised full year earnings per security (\$m)	23.96	23.65
Normalised full year distribution per security (\$m)	25.90	25.90
Net tangible assets per security (\$)	2.45	1.97
Gearing (%)	36	83
Banada 828 828 Security price (\$)	2,03	3760
Total assets (Sm)	5,171	4,213

Value to Securityholders

		WENDA SA NUCH BASA	GRING	MOLTO	ANGLES	Millie
Number of Securities	1,000	1,000		1,000	157 (t)
Price (\$)	3.59	4.08		1.68	4.08
Value (\$)	3,590	4,080	EY (10)	1,680	2,325	35 M G
Annualised Distribution per security (cents)	9.5	2539		13.9	[25,9] MARKOVINARIA (ARTISTANO CONTROL)	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
Total distribution (\$)	95	259	8967	139	147	EV.
Total value created (increase in security value plus distributions)			mentel			10000000000000000000000000000000000000

12 month return to MGM Shareholders 20.3% saaadig
12 month return to MGI Unitholders 48.5% saarid

MIII MGI S&P/ASX 300 Property Accumulation Index

Property Investment

Achievenente

\$973 million in acquisitions ^renze
Sanada

First Hong Kong investments, worth \$248 million ensent)
Escriva

\$64.3 million in property revaluations ssaadig

Strategic cornerstone investments: raaad)

Macquarie Goodman Property Trust (30%) 篴

A-REIT (7%) $\mathcal{L}$

Funds Management

Achieverse

Doubling of external funds under management to \$2.3 billion ^reang)
Sanana

A-REIT saadiy

Doubling of assets to A\$1.6 billion 羉

Acquisition of 20 properties for A\$800 million 羉

Total returns of 56% y.

Macquarie Goodman Property Trust ranad y

Restructured in April 2005 Ø

118% profit increase D.

Total returns of 27% 篴

Property Development

Achievements

Development of strategic partnerships with major customers saaridig

\$301 million of new space completed enand)
Senand

97% new developments pre-commited raaad)

\$532 million in new projects commenced enand)
Ennem

Tripling of future development pipeline ^nying.
soosad

Property Services

Achievenent

Leased a total of 377,000 sqm saarida
S

Active portfolio management delivered high occupancy rates, saandig stable lease expiry profiles and strong customer retention rates

Completed 42 leasing transactions with existing customers raaaddy providing \$35 million in annual net rental

Asian Strategy

Sumary

Acquired an additional A\$297 million in Hong Kong acquisitions saarida
W since the financial year end

The Hong Kong properties are valued in excess of A\$585 million xxxxdiy

Macquarie Goodman and Macquarie Bank will co-invest in the raaadiy Hong Kong portfolio of industrial assets

Launch Hong Kong real estate investment vehicle in 2006 raandig

Wholesale Fund

Summary

Launch of an unlisted wholesale fund called Macquarie Goodman Wholesale Fund ("MGWF")

Provides institutional investors (eg, superannuation funds) with a raardig Iong term investment, alongside Macquarie Goodman

Diversified portfolio of 32 Australian industrial properties raaadig

Macquarie Goodman Securityholders will benefit via Macquarie saaridig Goodman's minimum 30% co-investment

Macquarie Goodman will earn funds management, development xxxxidg management and property services fees

Outlook

Pursue third party funds management opportunities saarid)j

Launch Hong Kong real estate investment vehicle in 2006 ensing)
Exerces

Forecast distributions to 27.5 cents in line with the Explanatory anand y Memorandum

Focus on initiatives to deliver continued growth in our underlying xxxxxd) earnings

Conclusion

The merger has enabled Macquarie Goodman to pursue growth raadiy and acquisition opportunities using a conservative risk profile

Provided quality product to portfolio

Continue property partnerships with major customers

Delivered strong financial returns to our security holders renezy

The results over the past year positions Macquarie Goodman for energy strong, stable earnings growth in the future

Vistore di Atalia

Maria Barat da Ba

Shaconomy

in andria

Re-alection of Nr Patrick Goodman

$\Rightarrow$ To consider and if thought fit, pass the following ordinary resolution:

"That Mr Patrick Goodman, a director of MGM retiring in accordance with the Constitution, is re-elected as a director of MGM."

Re-election of Mr John Harkness

To consider and if thought fit, pass the following ordinary auundig resolution:

"That Mr John Harkness, a director of MGM retiring in accordance with the Constitution, is re-elected as a director of MGM."

Ke-election of Mr James Hodgkinson

To consider and if thought fit, pass the following ordinary auurdig resolution:

"That Mr James Hodgkinson, a director of MGM retiring in accordance with the Constitution, is re-elected as a director of MGM."

Reelection of Ms Anne Keating

To consider and if thought fit, pass the following ordinary auudig resolution:

"That Ms Anne Keating, a director of MGM retiring in accordance with the Constitution, is re-elected as a director of MGM."

Approval of the proposities issue of Staple's Racinities io underwiters of the DRW

To consider and if thought fit, pass the following special resolution:

"That the issue of Stapled Securities that:

$(a)$ were not subscribed for by Security holders under the DRP for the distribution period ended 30 September 2005; and

(b) are not subscribed for by Securityholders under the DRP for the distribution periods from 1 October 2005 until 30 September 2006

to the underwriters of the DRP, or persons procured by the underwriter, be approved for all purposes (including for the purposes of Listing Rule 7.1 and ASIC Class Order 05/26)."

Adoption of Remuneration Report

To consider and if thought fit, pass the following ordinary auundig resolution:

"To adopt the remuneration report for the year ended 30 June 2005."

Note: The vote on this resolution is advisory only and does not bind the directors of Macquarie Goodman Group.

ksue of Stanked Scourities to Nr Cayary Goodman

To consider and if thought fit, pass the following ordinary auudig resolution:

"That approval is given for all purposes under The Corporations Act and The Listing Rules of ASX for:

$(a)$ the issue Of Stapled Securities to Mr Gregory Goodman under the Macquarie Goodman Employee Security Acquisition Plan (ESAP) calculated by the following formula:

\$8,000,000 divided by the price at which Stapled Securities are issued to participants in the DRP (excluding any discount) for the period ended 30 September 2005; and

$(b)$ the making of an interest bearing loan on a limited recourse basis under the ESAP for the purpose of acquiring those Stapled Securities."

Disclaimer

Reader

mana

Metotolie en

e Milli
Spinal
Spinal
Spinal

Magaalada Kara

Timografi

Macquar

This presentation for the year ended 30 June 2005 has been prepared by Macquarie Goodman Group comprising Macquarie Goodman Funds Management Limited (ACN 067 796 641) (AFSL 223621) as Trustee and Responsible Entity of the Macquarie Goodman Industrial, Capital, Thomas and Ascendas Industrial Portfolio Trusts and Macquarie Goodman Management Limited (ACN 000 123 071). The details in this presentation provide general information only. It is not intended as investment or financial advice and must not be relied upon as such. You should obtain independent professional advice prior to making any decision. This Report is not an offer or invitation for subscription or purchase of securities or other financial products. Past performance is no indication of future performance. All values are expressed in Australian currency unless otherwise stated. November 2005.