GOODMAN GROUP — AGM Information 2005

Oct 17, 2005

Macquarie Goodman

18 October 2005

The Manager Company Notices Section Australian Stock Exchange Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir

MACQUARIE GOODMAN GROUP ("MACQUARIE GOODMAN")

We enclose Macquarie Goodman's Notice of Meeting and Proxy Form for its Annual General Meeting to be held on Friday, 18 November 2005 at 10:30 am (Sydney time) at Hilton Sydney, Level 2, State Room, 488 George Street, Sydney, NSW.

Please do not hesitate to contact the undersigned if you have any queries regarding the above.

Yours faithfully

Carolyn Scobie Company Secretary

Level 10, 60 Castlereagh Street Sydney NSW 2000 GPO Box 4703 Sydney NSW 2001

Telephone (02) 9230 7400 Facsimile (02) 9230 7444 info@macquariegoodman.com.au www.macquariegoodman.com

Macquarie Goodman

Macquarie Goodman Group

Macquarie Goodman Management Limited ABN 69 000 123 071 Macquarie Goodman Funds Management Limited

ABN 48 067 796 641; AFSL Number 223621 As Responsible Entity for Macquarie Goodman Industrial Trust ARSN 091 213 839

Mark this box with an 'X' if you have made any changes to your address details (see reverse)

Proxy Form

All correspondence to:

Computershare Investor Services Pty Limited GPO Box 1903 Adelaide South Australia 5001 Australia Enquiries (within Australia) 1300 723 040 (outside Australia) 61 3 9415 4000 Facsimile 61 8 8236 2305 www.computershare.com

Appointment of Proxy

I/We being a member/s of Macquarie Goodman Group and entitled to attend and vote hereby appoint

the Chairman
of the Meeting (mark with an $X$ )	OR	▒

If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Macquarie Goodman Group to be held at Hilton Sydney, Level 2, State Room, 488 George Street, Sydney, NSW on 18 November 2005 at 10.30 am and at any adjournment of that meeting.

IMPORTANT: FOR ITEMS 5 AND 7 BELOW

If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on Items 5 and 7 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of those items and that votes cast by him other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 5 and 7 and your votes will not be counted in computing the required majority if a poll is called on these items. The Chairman of the Meeting intends to vote undirected proxies in favour of each of these items.

Voting directions to your proxy - please mark

1. Re-election of Patrick Goodman
as a Director

• $\overline{2}$ . Re-election of John Harkness as a Director
• 1. Re-election of James Hodgkinson as a Director
• $\Delta$ Re-election of Anne Keating as a Director

For	Against	Abstain*
	m
	₩

to indicate your directions

• $5 -$ Approval for the issue and proposed issue of Stapled Securities to underwriters of the DRP
• 1. Adoption of Remuneration Report
• Issue of Stapled Securities to $7₁$ Gregory Goodman

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the other items of business. * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a polf.

Appointing a second Proxy

We wish to appoint a second proxy

	wark with an
BO M	wish to appoi
,,,,,,,,,,,,,,,,,,,	second proxy.

ith an 'X' if you AND appoint a

State the percentage of your voting rights or the number of securities for this Proxy Form.

PLEASE SIGN HERE

Individual or Securityholder 1

Securityholder 2

- - - 22 w.c - 1 w. www.		$-1.1.7$ œ	and and the first ×	*****	.
n a s $\sim$ w . w. w. w. .			. .

Securityholder 3

Director/Company Secretary

Individual/Sole Director and Sole Company Secretary

In addition to signing the Proxy form in the above box(es) please provide the information below in case we need to contact you.

Contact Name

Contact Daytime Telephone

1

Date

1 Your Address

This is your address as it appears on the company's securities register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

$\overline{2}$ Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's securities registry or you may copy this form.

To appoint a second proxy you must:

• indicate that you wish to appoint a second proxy by marking the box. ${a}$
• $(b)$ on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
• return both forms together in the same envelope. ${c}$

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:		where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all of the Securityholders should sign.

• to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not Power of Attorney: previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
• where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by Companies: that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's securities registry or at www.computershare.com.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 10.30am on 18 November 2005. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or:

Registered Office - Level 10, 60 Castlereagh Street, Sydney, NSW 2000 Australia IN PERSON Share Registry - Computershare Investor Services Pty Limited, Level 5, 115 Grenfell Street, Adelaide SA 5000 Australia Registered Office - GPO Box 4703, Sydney, NSW 2001 Australia BY MAIL Share Registry - Computershare Investor Services Pty Limited, GPO Box 1326, Adelaide SA 5001 Australia BY FAX 61 8 8236 2305

Macquarie Goodman

ł.

MACQUARIE GOODMAN MANAGEMENT LIMITED ABN 69 000 123 071

MACQUARIE GOODMAN INDUSTRIAL TRUST ARSN 091 213 839

Votice of Meetings

Notice is hereby given that the Annual General Meeting of the Shareholders of Macquarie Goodman Management Limited and a General Meeting of the Unitholders of the Macquarie Goodman Industrial Trust will be held at the

Hilton Sydney Level 2, State Room 488 George Street Sydney, NSW 18 November 2005 at 10:30 am (Sydney time)

17 October 2005

Dear Securityholder

MACQUARIE GOODMAN GROUP ANNUAL GENERAL MEETING

It is my pleasure to invite you to the first Annual General Meeting (AGM) of the merged Macquarie Goodman Group.

The AGM will be held on Friday, 18 November 2005 at 10:30 am (Sydney time) at the Hilton Sydney, Level 2, State Room, 488 George Street, Sydney, NSW. We have included a map indicating the location of the Hilton Sydney for your assistance.

The AGM will also be webcast on our website. To access the webcast log onto www.macquariegoodman.com.

Please find enclosed the Notice of Meetings (NOM), Proxy Form and business reply envelope. Could you please complete and return your Proxy Form to Computershare Investor Services Pty Limited or Macquarie Goodman at the address or facsimile number specified in the NOM, by no later than 10:30 am (Sydney time) on Wednesday, 16 November 2005.

The back page of the NOM provides Securityholders with the opportunity to address questions to our Auditor, KPMG at the AGM. Please note that written questions for KPMG must be received by no later than 5:00 pm (Sydney time) on Friday, 11 November 2005.

The 2005 Annual Report was forwarded to Securityholders on 21 September 2005. It is also available on our website at www.macquariegoodman.com.

I look forward to your attendance at the AGM.

Yours faithfully

o (Varke

David Clarke, AO CHAIRMAN

the resolution.

Notice of Meetings
DESCRIPTION	To consider the Annual Report of Macquarie Goodman Group. a. To consider and, if thought fit, pass, with or without modification, the Resolutions described in the b. Proposed Resolutions section below.
DEFINED TERMS	In the following Resolutions and this Notice: "Annual Report" means the annual report of Macquarie Goodman Group that includes the financial report, the directors' report and the independent audit report for the year ended 30 June 2005. "ASIC" means the Australian Securities and Investments Commission. "ASX" means Australian Stock Exchange Limited. "Constitution" means the constitutions of MGM and/or MGI as appropriate. "Corporations Act" means the Corporations Act 2001 (Cth). "DRP" means the Macquarie Goodman Group distribution reinvestment plan. "ESAP" means the Macquarie Goodman Employee Security Acquisition Plan. "Explanatory Memorandum" means the explanatory memorandum that accompanies this Notice of Meetings. "Listing Rules" mean the Listing Rules of ASX. "Notice of Meetings" and "Notice" mean this notice of meetings and any notice of any adjournment of the meetings. "MGI" means Macquarie Goodman Industrial Trust (ARSN 091 213 839). "MGM" means Macquarie Goodman Management Limited (ABN 69 000 123 071). "MGFM" means Macquarie Goodman Funds Management Limited (ABN 48 067 796 641). "Macquarie Goodman Group" means MGM and MGI and their controlled entities. "Securityholders" means registered holders of Stapled Securities. "Stapled Securities" means a share in MGM and a unit in MGI.
PROPOSED RESOLUTIONS	Resolutions 1, 2, 3 and 4: Re-election of Directors To consider and, if thought fit, pass the following ordinary resolutions: "That Mr Patrick Goodman, a director of MGM retiring in accordance with the Constitution, is 1. re-elected as a director of MGM." 2. "That Mr John Harkness, a director of MGM retiring in accordance with the Constitution, is re-elected as a director of MGM." 3. "That Mr James Hodgkinson, a director of MGM retiring in accordance with the Constitution, is re-elected as a director of MGM." 4. "That Ms Anne Keating, a director of MGM retiring in accordance with the Constitution, is re-elected as a director of MGM." Resolution 5: Approval for the issue and proposed issue of Stapled Securities to underwriters of the DRP To consider and, if thought fit, pass a special resolution: "That the issue of Stapled Securities that: (a) were not subscribed for by Securityholders 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 underwriter 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)." Required Majority The voting on Resolution 5 is to be conducted on a poll. Resolution 5 will be passed if at least 75% of the value of Stapled Securities voted at the meeting is in favour and at least 25% by value of all Stapled Securities, which are entitled to be voted, are voted on

Voting Exclusion Statement Any votes cast on Resolution 5 by:

• (a) any person who may participate as an underwriter (which includes J.P. Morgan Australia Limited), or be procured by an underwriter to participate, in the issue or proposed issue of Stapled Securities referred to in Resolution 5 and a person who might obtain a benefit, except solely in the capacity of a Securityholder, if Resolution 5 is passed; and
• (b) an associate of any person who may participate as an underwriter, or be procured by an underwriter to participate, in the issue or proposed issue of Stapled Securities referred to in Resolution 5 and a person who might obtain a benefit, except solely in the capacity of a Securityholder, if Resolution 5 is passed, will be disregarded.

However, a vote need not be disregarded if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 6: Adoption of Remuneration Report

To consider and, if thought fit, pass an ordinary 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 the Macquarie Goodman Group.

Resolution 7: Issue of Stapled Securities to Mr Gregory Goodman

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:

• (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".

Voting Exclusion Statement

Any votes cast on Resolution 7 by any director of MGM (except one who is ineligible to participate in the ESAP) will be disregarded. However, a vote need not be disregarded if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides.

OUESTIONS AND COMMENTS BY SECURITYHOLDERS AT THE MEETING

In accordance with the Corporations Act 2001, a reasonable opportunity will be given to Securityholders as a whole - to ask questions about or make comments on the management of Macquarie Goodman Group at the meeting.

Similarly, a reasonable opportunity will be given to Securityholders - as a whole - to ask the Macquarie Goodman Group external auditor, KPMG, questions relevant to:

• (a) the conduct of the audit;
• (b) the preparation and content of the auditor's report;
• (c) the accounting policies adopted by Macquarie Goodman Group in relation to the preparation of its financial statements; and
• (d) the independence of the auditor in relation to the conduct of the audit.

Securityholders may also submit a written question to KPMG if the question is relevant to the content of KPMG's audit report or the conduct of its audit of Macquarie Goodman Group's financial report for the year ended 30 June 2005.

Notice of Meetings

QUESTIONS AND COMMENTS BY SECURITYHOLDERS AT THE MEETING (CONTINUED)

Relevant written questions for KPMG must be received by no later than 5:00 pm (Sydney time) on 11 November 2005. A list of those relevant written questions will be made available to Securityholders attending the Meeting. KPMG will either answer the questions at the Meeting or table written answers to them at the Meeting. If written answers are tabled at the Meeting, they will be made available to Securityholders as soon as practicable after the Meeting.

Please send any written questions for KPMG:

• to Computershare at the address on the enclosed reply paid envelope;
• $\bullet$ by facsimile to +61 8 8236 2305; or
• to Macquarie Goodman Group registered office: Level 10, 60 Castlereagh Street, Sydney, NSW, 2000

by no later than 5:00 pm (Sydney time) on Friday, 11 November 2005.

Voting Entitlements

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001, the directors of MGM and MGFM have determined that the holding of each Securityholder for the purposes of ascertaining the voting entitlements for the Meetings will be as it appears in the Register at 10:30 am on 16 November 2005.

Voting and Proxies

A Securityholder is entitled to appoint a proxy to attend and vote on behalf of the Securityholder at the meeting. A proxy need not be a Securityholder of Macquarie Goodman Group.

Securityholders wishing to appoint the Chairman of the meeting as their proxy should read carefully the instructions on the Proxy Form and mark the relevant box to ensure their votes are not disregarded.

A Securityholder entitled to cast two or more votes at the meeting may appoint two proxies and specify the proportion or number of votes each proxy is appointed to exercise. If the Securityholder appoints two proxies and does not specify the proportion or number of votes each proxy may exercise, then each proxy may exercise half of the votes.

A Proxy Form is attached to this Notice of Meeting. To be valid:

• 1. Proxy Forms must be received at the office of Computershare Investor Services Pty Limited or at the registered office of Macquarie Goodman Group being the place designated by Macquarie Goodman Group for that purpose or at the facsimile number of Computershare Investor Services Pty Limited or Macquarie Goodman Group by no later than 10:30 am (Sydney time) on 16 November 2005.
• 1. The authority under which any form appointing a proxy is signed or a certified copy of that authority, must be received at the office or facsimile number of Computershare Investor Services Pty Limited or Macquarie Goodman Group by no later than 10:30 am (Sydney time) on 16 November 2005.

The office of Computershare Investor Services Pty Limited is Level 5, 115 Grenfell Street, Adelaide, SA, 5000 and the facsimile number is +61 8 8236 2305.

The registered office of Macquarie Goodman Group is Level 10, 60 Castlereagh Street, Sydney, NSW, 2000 and the facsimile number is +61 2 9230 7444.

If you return your Proxy Form but do not nominate a representative, the Chair of the meeting will be your proxy and will vote on your behalf as you direct on the Proxy Form. If your nominated representative does not attend the meeting then your proxy will revert to the Chair of the meeting and he may vote as he thinks fit in relation to any motion or resolution other than those (if any) in respect of which an indication of the manner of voting is given on your Proxy Form.

By order of the Boards of Macquarie Goodman Funds Management Limited and Macquarie Goodman Management Limited.

Carolyn Scobie Company Secretary

17 October 2005

ant $\bigcap$

RESOLUTIONS

Resolution 1: Re-election of Director

In order to comply with the Listing Rules and the Constitution Mr Patrick Goodman is required to retire from the office of director of MGM. Mr Goodman is eligible to be re-elected as a director of MGM and offers himself for re-election.

Mr Patrick Goodman, Non-executive Director

Patrick is the Managing Director of the Goodman Holdings Group, which is a major investor in Macquarie Goodman.

The diversified interests of Goodman Holdings Group initially focused on direct and indirect property development and has expanded to include the management of a diverse portfolio across sectors covering aviation, food, rural, private equity, listed equity, infrastructure and financial services throughout Australasia.

Patrick is also a director of a number of property investment and management companies both in Australia and New Zealand.

During his 25 year career, Patrick has had considerable public and private company experience in both New Zealand and Australia.

Resolutions 2 - 4: Re-election of Directors

In order to comply with the Constitution Mr John Harkness, Mr James Hodgkinson and Ms Anne Keating are required to retire from the office of director of MGM (each having been appointed to fill casual vacancies on the board of MGM since the last annual general meeting of MGM). Mr Harkness, Mr Hodgkinson and Ms Keating are eligible to be re-elected as directors of MGM and offer themselves for re-election.

Mr John Harkness, Non-executive Director

John is a Fellow of The Institute of Chartered Accountants in Australia and the Australian Institute of Company Directors. John was a partner of KPMG for 24 years, National Executive Chairman for five years and retired from KPMG in June 2000. Since retiring from KPMG, he has held a number of nonexecutive director roles. From March 2003 until January 2004 he was a director of BresaGen Limited. He is currently the Chairman of Lipa Pharmaceuticals Limited, ICA Property Development Funds, Helmsman Capital Fund and Sydney Foundation for Medical Research. He is a director of Macquarie CountryWide Management Limited and Crane Group Limited. John is President of the Northern Suburbs Rugby Football Club Limited and a member of the Sydney Advisory Board of the Salvation Army.

Mr James Hodgkinson, Non-executive Director

James is an Executive Director of Macquarie Bank Limited and Joint Head of Macquarie Bank Group's Property Investment Management Division. James' responsibilities include Macquarie Bank Limited's ongoing investment in Macquarie Goodman and he also has overall responsibility for Macquarie Bank's Property Investment Management's activities in Asia. James was Chief Executive Officer of Macquarie Industrial Trust for six years prior to that trust's merger with MGI. James is also a director of Ascendas-MGM Funds Management Limited and Macquarie Goodman (NZ) Limited. James has over 18 years experience in property funds management, investment banking and chartered accounting.

Ms Anne Keating, Non-executive Director

Anne was the General Manager, Australia for United Airlines from 1993 to 2001. She was previously on the board of NRMA Insurance/IAG for eight years.

Anne is now a professional director with board positions in a range of industries including advertising, property, construction and banking. She is on the boards of Macquarie Leisure Management Limited, STW Communications Group Limited and Spencer Street Station Redevelopment Holdings Limited. Anne is also a member of the Advisory Council of ABN AMRO Australia and New Zealand.

Resolution 5: Approval for the proposed issue of Stapled Securities to underwriters of the DRP The DRP allows Securityholders to invest cash distributions in additional Stapled Securities without incurring brokerage or other costs, at a discount determined by MGM and MGFM.

Macquarie Goodman Group announced to ASX on 20 September 2005 that J.P. Morgan Australia Limited would underwrite the DRP for the distribution period ended 30 September 2005.

Macquarie Goodman Group may also choose to enter into agreements to have the DRP underwritten for the distribution periods commencing 1 October 2005 and ending 30 September 2006.

Regulatory Requirements

ASX Listing Rule 7.1 provides that the Macquarie Goodman Group must not issue or agree to issue more than 15% of its issued capital in any 12 month period without Securityholder approval. Further, ASIC Class order 05/26 provides relief from the requirement under section 601GA(1)(a) of the Corporations Act, so Stapled Securities can be issued, without Security holder approval, at a price determined by the responsible entity, provided the issue, together with any issues of Stapled Securities up to one year previously, would not comprise more than 15% of the Stapled Securities of the same class on issue after the issue is included and provided the discount to the current market price of Stapled Securities is not more than 10%.

MGM and MGFM seek approval for the issue of Stapled Securities to an underwriter of the DRP. The effect of the approval would be that the issue of Stapled Securities would not be counted in determining whether any further issues of Stapled Securities would breach the 15% limit under ASX Listing Rule 7.1 or the 15% limit under the relevant ASIC Instrument.

ASX Listing Rule 7.1 only requires the approval to be given by an ordinary resolution of Securityholders. However, the relevant ASIC Instrument requires that Securityholders who hold at least 25% in value of the issued Stapled Securities vote on the question (whether in person or by proxy) and the Securityholders with at least 75% in value of the Stapled Securities represented by the Securityholders who vote on the question (in person or by proxy) vote in favour of the resolution.

At the Annual Meeting of MGI unitholders held in November 2003, unitholders passed a resolution to approve the issue of MGI units to an underwriter for the distribution periods from 1 October 2003 to 30 September 2005. MGM and MGFM propose a similar resolution now to maintain the flexibility to raise funds in the future by maximising the numbers of Stapled Securities that may be issued for the distribution period ended 30 September 2005 and for the distribution periods from 1 October 2005 to 30 September 2006 without further Securityholder approval.

The maximum number of Stapled Securities to be issued to the underwriter, or persons procured by the underwriter, will be the total number of Stapled Securities which could be issued under the DRP, minus the actual number of Stapled Securities taken up by Securityholders under the DRP. The total number of Stapled Securities that could be issued is the sum of each Securityholder's maximum entitlement under the DRP if all Securityholders participated fully. The formula to determine each Securityholder's entitlement is set out in the rules of the DRP and the maximum entitlement for each Securityholder is calculated as follows (rounded down to the nearest whole number): $\frac{D-T+R}{C}$

where:

• $\mathbb{D}$ represents the amount of the distribution to which the Securityholder is entitled in respect of each Stapled Security of the relevant class;
• T. represents the amount of the withholding tax, income tax or any other tax required to be deducted and withheld in respect of distributions attributable to each Stapled Securities;
• R is the residual positive balance carried forward in the Securityholder's plan account; and
• C represents the issue price of Stapled Securities pursuant to the DRP (refer below).

The issue price of the Stapled Securities issued or to be issued to the underwriter, or the persons procured by the underwriter, will be the same as the issue price of the Stapled Securities to the Securityholders pursuant to the DRP. The DRP states that Stapled Securities are to be issued under the DRP at the average of the daily volume weighted average price of all sales of Stapled Securities recorded on the ASX during the first 10 trading days following the ASX trading day after the record date in respect of the relevant distribution, less any discount (not exceeding 10%), if any, determined by MGFM and MGM from time to time. If MGM and MGFM believe that this calculation does not provide a fair reflection of the market price of the Stapled Securities during this period the market price may be determined by an independent expert.

Listing Rule 7.3 requires the Notice of Meeting to include the following specific information in relation to the issue of Stapled Securities:

The formula for calculating the maximum number of Stapled Securities to be issued.	The sum of each Securityholder's entitlement (as set out in the formula on the opposite page) minus the number of Stapled Securities that are actually taken up by Unitholders.
The date by which MGM/MGFM will issue the Stapled Securities:	15 November 2005 in respect of issues to J.P. Morgan Australia Limited, or persons procured by them, in connection with the distribution period ended 30 September 2005 and no later than three months after the end of each relevant distribution period in connection with the distribution periods commencing 1 October 2005 and ending 30 September 2006.
The issue price of the Stapled Securities:	The issue price of the Stapled Securities is fixed and will be the same as the issue price of the Stapled Securities to Securityholders under the DRP, as explained above.
The basis upon which allottees will be determined:	Underwriter of the DRP who has entered into an underwriting agreement with MGM/MGFM or clients of the Underwriter.
Terms of the Stapled Securities:	The proposed Stapled Securities to be issued will rank, from the date of their issue, pari passu with all other fully paid Stapled Securities.
The interided use of the funds raised.	Debt retirement, development projects or property acquisitions.
The date of allotment.	Same day as date of issue, see above.

Resolution 6 - Adoption of Remuneration Report

The Remuneration Report commences on page 55 of the Macquarie Goodman Group Annual Report 2005. The Report:

• explains the board's policies in relation to the nature and level of remuneration paid to directors and senior managers within Macquarie Goodman Group;
• discusses the link between the board's policies and Macquarie Goodman Group's performance;
• provides a detailed summary of performance conditions, explaining why they were chosen and how performance is measured against them;
• sets out remuneration details for each director and for each relevant member of Macquarie Goodman Group's senior executive management team; and
• makes clear that the basis for remunerating non-executive directors is distinct from the basis for remunerating executives, including executive directors.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

Resolution 7 - Issue of Stapled Securities to Mr Gregory Goodman

Background

Prior to the merger between MGM and MGI, MGM used share options to have long term incentives to executives. However, there are adverse fringe benefits tax implications for Macquarie Goodman Group if options to acquire Stapled Securities are issued to executives.

Macquarie Goodman Group has introduced a share plan that is intended to have the same economic effect for executives as share options without the adverse fringe benefits tax implications. Under the ESAP, loans are made to executives to acquire stapled securities on the basis of the current weighted Stapled Security price, but the executive receives no benefit from holding the Stapled Securities unless performance hurdles and tenure requirements are met. This is achieved by:

• imposing restrictions on the Stapled Securities, so they cannot be traded or dealt with in any way;
• requiring executives to apply any distributions received on Stapled Securities so they only retain sufficient cash to meet their tax liability on the distribution; and

requiring executives to forfeit Stapled Securities if performance hurdles or tenure requirements are not met.

It is not Macquarie Goodman's policy to make offers of participation in the ESAP to non executive directors.

Reasons for approval

ASX Listing Rule 10.14 requires Securityholder approval for the issue of Stapled Securities to a director under the ESAP. Under the Corporations Act a loan provided to a director of MGM or MGFM will constitute the provision of a financial benefit to a related party of MGM and MGFM which is prohibited unless the benefit is approved by Securityholders. Accordingly, the MGM and MGFM directors believe it would be prudent to seek Securityholder approval for the provision of a loan under the ESAP to Mr Goodman.

CEO Remuneration

Details of Mr Goodman's 2005 remuneration are outlined on pages 58 and 105 of the Annual Report for the year ended 30 June 2005. To summarise, Mr Goodman's 2005 remuneration comprised:

	Salary including superamuation		9494615
t it fer			39916
Bonus			3450.000
Chatters			4460.000
াচায়া			\$1,404,551

Mr Goodman's remuneration is made up of three key components:

Fixed Remuneration - based on market-place benchmarks and calculated on a total cost basis.

Short-Term Incentive - the Chief Executive Officer is entitled to between 15% and 20% of the total Macquarie Goodman bonus pool. The first \$50,000 of any bonus will be paid in cash with the remainder to be paid fortnightly over a period of three years, subject to the CEO remaining as an employee as well as certain conditions being met in the CEO's service agreement.

Long-Term Incentive - delivered through the ESAP, as noted above and as further outlined below.

In order to determine Mr Goodman's remuneration for 2006, Macquarie Goodman Group has sought advice from an independent remuneration expert, Guerdon Associates Pty Ltd ("Guerdon"). Guerdon compared the remuneration of executives with similar responsibilities in other listed companies. This advice confirmed that the overall remuneration of Mr Goodman, including long term incentives, was in line with the comparison group.

Issues to Mr Goodman under the ESAP since last approval

On 25 January 2005 MGM shareholders approved the participation of Mr Goodman in the ESAP and the making of a loan to fund the exercise of options over shares in MGM held by Mr Goodman at that time. The options were exercised over 1,666,666 MGM shares at an exercise price of \$0.5178 per share and over 2,000,000 MGM shares at an exercise price of \$2.5906 per share. The MGM shares became Stapled Securities following the merger of MGM and MGI in February 2005 and are held under the terms of the ESAP.

Advice was received at the time that the making of a loan to exercise the options, with the securities held under ESAP, conferred no additional benefit on Mr Goodman.

Number and Issue Price of Securities

Macquarie Goodman Group proposes to offer Stapled Securities to Mr Goodman under the terms of the ESAP. The Stapled Securities that Macquarie Goodman Group proposes to issue under the ESAP will rank equally with those trading on ASX at the time of issue. If approved, the acquisition price will be the same as the price at which Stapled Securities are issued under the DRP in respect of the quarter ended 30 September 2005 (excluding any discount). The number of Stapled Securities to be issued is determined in accordance with the formula contained in Resolution 7. If, for example, the DRP issue price is \$4.32 then Mr Goodman would be issued with 1,851,851 Stapled Securities.

Loan

Under the terms of the ESAP Mr Goodman is entitled to be provided with a loan (with a term of up to 5 years) to acquire the Stapled Securities. Recourse to Mr Goodman is limited to the value of the Stapled Securities held under the ESAP. The loan will bear interest at Macquarie Goodman's weighted average cost of debt, currently charged at 6.3%. After tax distributions received on the Stapled Securities must be applied in the payment of interest and principal on the loan.

The limited recourse nature of the loan means that there is a risk that Macquarie Goodman Group may incur a loss if the value of the Stapled Securities is less than the balance of the loan. There are no adverse fringe benefits tax or income tax consequences of acquiring stapled securities under the ESAP. It is expected that fringe benefits tax would not apply to loans made under ESAP.

Performance conditions

The Stapled Securities held under the ESAP will be restricted for three years, with one third of the securities becoming unrestricted each year at the end of the 3rd, 4th and 5th years, subject to:

• Mr Gregory Goodman remaining as an employee of Macquarie Goodman Group; and
• Macquarie Goodman Group achieving return on equity targets on average greater than 11% over the period of the loan.

Valuation

Based on independent advice from Macquarie Bank Limited, the directors of Macquarie Goodman Group have estimated that the value to be provided to Mr Goodman in respect of his participation in the ESAP is \$740.741 (or \$0.40 per Stapled Security (assuming 1,851,851 Stapled Security were issued at \$4.32 each)).

The key factors which are relevant to that valuation are:

• the price at which Stapled Securities are issued under the DRP (excluding any discount) in respect of the quarter ended 30 September 2005;
• after tax distributions received on the Stapled Securities, which are used to pay interest on the loan and reduce the outstanding loan made in respect of those Stapled Securities; and
• the likelihood of the performance hurdles outlined above being met.

For the purposes of the valuation of the benefits, the following assumptions were made:

• the issue price of the Stapled Securities under the DRP (excluding any discount) for the quarter ended 30 September 2005 is \$4.32;
• the forecast distribution per Stapled Security is based on the forecast in the Macquarie Goodman Group product disclosure statement dated 12 April 2005 of \$0.275 for FY06;
• it is assumed that distributions will grow at 6% each year; and
• no change to applicable tax rates. $\overline{\phantom{a}}$

The actual value of benefits received by Mr Goodman under the ESAP are likely to differ from the estimate above and will depend on various matters such as the interest rate charged under the loan and the financial performance of the Macquarie Goodman Group.

The directors of MGM do not believe that the Macquarie Goodman Group will incur any opportunity cost or forego any benefit by issuing Stapled Securities under the ESAP or making the loan for which it will not be adequately compensated if the performance hurdles described above are met.

The dilution effect of the issue of Stapled Securities will be immaterial and any funds received on issue will be employed for the general working capital requirements of Macquarie Goodman Group.

Issue Date

The Stapled Securities will be issued to Mr Goodman no later than 30 November 2005.

Recommendation

The directors of Macquarie Goodman Group (other than Mr Gregory Goodman who has a direct interest) believe that the issue of Stapled Securities on the terms above is an entirely appropriately designed equity-based incentive for this senior officer, having regard to Mr Goodman's responsibilities, commitment and the role of the loan under the ESAP in the attraction and retention of key executives and driving the improved performance of Macquarie Goodman Group.

Testions from TOICIÈ $\sqrt{ }$

Please use this form to submit any questions concerning the Audit Report in the Macquarie Goodman Group Annual Report that you would like the Auditor, KPMG to respond to at the Annual General Meeting and return in the reply paid envelope provided or fax it to +61 8 8236 2305. Please note that written questions for KPMG must be received no later than 5:00 pm (Sydney time) on Friday, 11 November 2005.

A response to these questions will be provided at the Annual General Meeting.

You will be able to view the AGM by webcast at www.macquariegoodman.com. Written answers tabled at the AGM will be made available to Macquarie Goodman Group's website as soon as practicable after the AGM.

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