GOODMAN GROUP — AGM Information 2006

Oct 17, 2006

18 October 2006

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 Meetings for its Annual General Meeting to be held on Thursday, 16 November 2006 at 10:30 am (Sydney time) at Sheraton on the Park, Grand Ballroom, 161 Elizabeth Street, Sydney, NSW.

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

Yours faithfully

moly/colle

Carolyn Scobie Company Secretary

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

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

Telephone (02) 9230 7460 Facsimile (02) 9230 7444 info@macquariegoodman.com.au www.macquariegoodman.com

Macquarie Goodman

18 October 2006

Dear Securityholder

MACQUARIE GOODMAN GROUP - NOTICE OF MEETINGS

It is a pleasure to invite you to the Annual General Meeting ("AGM") of Macquarie Goodman Group to be held on Thursday, 16 November 2006 at 10:30 am (Sydney time) at the Sheraton on the Park, Grand Ballroom, 161 Elizabeth Street, Sydney, NSW. You will find a map indicating the location of the Sheraton on the Park on the front of the enclosed Notice of Meetings.

Your Board is recommending nine proposed resolutions with full details of each of the resolutions set out in the Explanatory Memorandum in the Notice of Meetings. If you wish to submit questions in relation to the Audit Report in the Macquarie Goodman Group Annual Report 2006 to the external auditor, KPMG, please complete and return the back page of the Notice of Meetings by 5:00 pm (Sydney time) on Thursday, 9 November 2006.

You may vote at the AGM in person or by completing and returning the enclosed Proxy Form to Computershare Investor Services Pty Limited or Macquarie Goodman Group at the relevant address or facsimile number specified in the Proxy Form, by no later than 10:30 am (Sydney time) on 14 November 2006. A business reply envelope is enclosed for your convenience.

The AGM will be available via webcast shortly after its conclusion by logging onto www.macquariegoodman.com and following the relevant links.

Your Board believes the proposed resolutions are in the best interests of Macquarie Goodman Group and its Securityholders and recommend that you vote in favour of all resolutions.

I hope that you are able to join us at the AGM on 16 November 2006.

Yours faithfully

ind Clarke

David Clarke CHAIRMAN

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

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

+61 2 9230 7400 Telephone +61 2 9230 7444 Facsimile 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

Proxy Form

All correspondence to:

Computershare Investor Services Ptv 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

			We being a member/s of Macquarie Goodman Group and entitled to attend and vote hereby appoint
				If you are not appointing the Chairman of the Meeting
	the Chairman			as your proxy please write here the full name of the
	of the Meeting			individual or body corporate (excluding the registered
	(mark with an 'X')			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 Sheraton on the Park, Grand Ballroom, 181 Elizabeth Street, Sydney, NSW on 16 November 2006 at 10:30am and at any adjournment of that meeting.

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IMPORTANT: FOR ITEM 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 Item 7
below, please place a mark in this box. By marking this box you acknowledge interest in the outcome of this item 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 them. Then you will not cast your votes on them. Then you will not cast your votes on them. Then you this item.

Voting directions to your proxy - please mark

• 1. Re-election of David Clarke as a Director
• 1. Re-election of lan Ferrier as a Director
• 1. Re-election of James Sloman as a Director
• 1. Adoption of Remuneration Report
• 1. Approval for the proposed issue of Securities to underwriters of the DRP

For	Against	Abstain ®

1. Approval of the issue of Securities to Gregory Goodman

to indicate your directions

• 1. Approval for increasing the directors' fee pool
• 1. Approval for the future issue of options under the Executive Ootion Plan
• 1. Ratification of options previously issued under the Executive Option Plan

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. f f 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 poll

Appointing a second Proxy We wish to appoint a second proxy
Mark with an 'X' if you wish to appoint a second proxy.	0R	State the percentage of your voting rights or the number of securities for this Proxy Form.
PLEASE SIGN HERE		This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1		Securityholder 3
	Securityholder 2

Individual/Sole Director and

Sole Company Secretary

M G Q

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

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Date

Your Address

1

4

5

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 Meeling 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

$\overline{3}$ 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. vour 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.

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:

• $(a)$ indicate that you wish to appoint a second proxy by marking the box:
• $(b)$ 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; and
• return both forms together in the same envelope. $(c)$

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.

Power of Attorney. to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not 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 Security Registrar 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 16 November 2006. 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 Security Registrar - Computershare Investor Services Pty Limited, Level 5, 115 Grenfell Street, Adelaide SA 5000 Australia BY MAIL Registered Office - GPO Box 4703, Sydney, NSW 2001 Australia Security Registrar - Computershare Investor Services Pty Limited, GPO Box 1903, Adelaide SA 5001 Australia BY FAX +61 8 8236 2305

Macquarie Goodmar

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MACQUARIE GOODMAN GROUP

MACQUARIE GOODMAN MANAGEMENT LIMITED ABN 69 000 123 071

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 Macquarte Goodman Industrial Trust will be held at:

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Notice of Meetings The

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Description

(a) To consider the Annual Report of Macquarie Goodman Group.

"To consider and, if thought fit, pass, with or without $(h)$ modification, the Resolutions described in the Proposed Resolutions section below

Defined Terms

In the following Resolutions, this Notice and the Explanatory Memorandum:

Annual Report means the annual report of Macquarie Goodman Group that includes the directors' report, the financial report and the independent audit report for the year ended 30 June 2006.

ASIC means Australian Securities & Investments Commission.

ASX means Australian Stock Exchange Limited.

Board means the boards of directors of Macquarie Goodman Group.

Constitution means the constitutions of MGM and/or MGI as appropriate.

Corporations Act means the Corporations Act 2001 (Cth).

DRP means the distribution reinvestment plan of Macquarie Goodman Group.

EOP means the Executive Option Plan of Macquarle Goodman Group. ESAP means the Employee Securities Acquisition Plan of Macquarie

Goodman Group, 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 where the context requires. MGFM as responsible entity for MGI) and their controlled entities.

Security means a share in MGM stapled to a unit in MGI.

Securityholders means registered holders of Securities.

Proposed Resolutions

Resolutions 1, 2 and 3: Re-election of Directors

To consider and, if thought fit, pass the following ordinary resolutions of MGM:

• $\uparrow$ "That Mr David Clarke, a director of MGM retiring in accordance with the Constitution, is re-elected as a director of MGM."
• "That Mr Ian Ferrier, a director of MGM retiring in accordance $\sigma$ with the Constitution, is re-elected as a director of MGM."
• З. "That Mr James Sloman, a director of MGM appointed since the last annual general meeting of MGM and retiring in accordance with the Constitution, is elected as a director of MGM."

Resolution 4: Adoption of Remuneration Report

To consider and, if thought fit, pass the following ordinary resolution of both MGM and MGI.

"That the remuneration report for the year ended 30 June 2006 be adopted."

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

Resolution 5: Approval for the proposed issue of Securities to underwriters of the DRP

To consider and, if thought fit, pass the following special resolution of both MGM and MGI:

"That the issue of Securities that are not subscribed for by Securityholders under the DRP for the distribution periods from 1 October 2006 to 31 December 2007 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

Resolution 5 will be passed for all purposes under the Listing Rules and the Corporations Act if at least 75% of the value of Securities voted at the meetings are in favour and at least 25% by value of all Securities, which are entitled to be voted, are voted on the resolution. If more than 50% but less than 75% of votes cast are in favour, or if persons who vote together hold or represent less than 25% of Securities in respect of which votes are eligible to be cast, then Resolution 5 may be passed as an ordinary resolution of MGI as well as MGM, which would satisfy the requirements of the Listing Rules (but not the Corporations Act).

Voting exclusions differ under the Listing Rules and the Corporations Act. Please refer to the Explanatory Memorandum for further information.

Voting Exclusion Statement

Insofar as Resolution 5 is an ordinary resolution of MGM and MGI for the purposes of the Listing Rules, Macquarie Goodman Group will disregard any votes cast by:

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

However, a vote need not be disregarded if:

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

Resolution 5: Approval for the proposed issue of Securities to underwriters of the DRP (cont)

Insofar as Resolution 5 is a special resolution of MGI for the purposes of the Corporations Act as modified by ASIC Class Order 05/26, votes must only be cast by (and MGFM will only count votes cast by) a Security holder who will not acquire any interest in Securities as an underwriter of the DRP or who will not hold any interest in Securities for the benefit of another person who may obtain beneficial ownership of any of the Securities that are issued as a result of the underwriting.

Resolution 6: Issue of Securities to Mr Gregory Goodman

"To consider and, if thought fit, to pass the following ordinary resolution of both MGM and MGI:

"That approval is given for all purposes under the Corporations Act and the Listing Rules for:

• the issue of 2,000,000 Securities to Mr Gregory Goodman $(a)$ under the ESAP at an issue price of \$5.24 per Security; and
• the making of an interest bearing loan of \$10,480,000 on a $(b)$ limited recourse basis under the ESAP for the purpose of acquiring those Securities."

Voting Exclusion Statement

Macquarie Goodman Group will disregard any votes cast on Resolution 6 by Mr Gregory Goodman and any other director of MGM and MGFM (except one who is ineligible to participate in any employee incentive scheme in relation to Macquarie Goodman Group) and any of their associates. However, a vote need not be disregarded only because:

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

In accordance with section 224 of the Corporations Act a vote must not be cast on the resolution by Mr Gregory Goodman or his associates other than as proxy for other persons where the person specifies how the proxy is to vote.

Resolution 7: Approval for increasing the directors' fee pool

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

"That for the purposes of the Constitution and Listing Rule 10.17. the maximum aggregate remuneration that may be paid to all of the non-executive directors of MGM for their services be increased by \$1,550,000 to \$2,500,000 per annum."

Voting Exclusion Statement

Macquarie Goodman Group will disregard any votes cast on Resolution 7 by any director of MGM and MGFM and any associate of such director. However, a vote need not be disregarded only because:

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

Resolution 8: Approval for the future issue of options under the EOP

To consider and, if thought fit, pass an ordinary resolution of both MGM and MGI:

"That approval is given for all purposes under the Listing Rules for the issue of options over Securities under the EOP as amended for a period of three years from the date of this approval."

Voting Exclusion Statement

Macquarie Goodman Group will disregard any votes cast on Resolution 8 by any director of MGM and MGFM (except one who is ineligible to participate in any employee incentive scheme in relation to Macquarie Goodman Group) and any associate of such director. However, a vote need not be disregarded only because:

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

Resolution 9: Ratification of options previously issued under the EOP

To consider and, if thought fit, pass the following ordinary resolution of both MGM and MGI:

"That approval is given for all purposes under the Corporations Act and the Listing Rules for the 18,876,000 options issued under the EOP in the 12 months prior to 16 November 2006."

Voting Exclusion Statement

Macquarie Goodman Group will disregard any votes cast on Resolution 9 by any person who received options under the EOP in the 12 months prior to 16 November 2006 and any associate of such person. However, a vote need not be disregarded only because:

• it is cast by a person as proxy for a person who is entitled to ſΑ vote, in accordance with the directions on the Proxy Form; or
• it is cast by the person chairing the meetings as proxy for a Ъì person who is entitled to vote. in accordance with the directions on the Proxy Form to vote as the proxy decides.

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 7:00 pm (Sydney time) on 14 November 2006.

Voting and Proxies

In light of the large number of proxy votes which are usually received from Securityholders, it is intended that voting at these meetings will generally be conducted by poll rather than on a show of hands. As Resolution 5 is a special resolution, it must be conducted by poll.

Securityholders can vote in either of two ways:

• $\langle a \rangle$ by attending the meetings and voting either in person or by attorney or, in the case of corporate Securityholders, by corporate representative; or
• (b) by appointing a proxy to attend and vote on their behalf.
• A proxy need not be a Securityholder of Macquarie Goodman Group.

EUSIERSS (CODI)

Voting and Proxies (cont)

Security holders wishing to appoint the Chairman of the meetings 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 meetings 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 Meetings. To be valid:

• Proxy Forms must be received at the office of Computershare $\uparrow$ Investor Services Pty Limited or at the registered office of Macquarie Goodman Group being the places 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 14 November 2006.
• The authority under which any form appointing a proxy is signed 2. 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 14 November 2006.

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 Chairman of the meetings 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 meetings then your proxy will revert to the Chairman of the meetings 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.

In order to vote in person at the meetings, a corporation which is a Securityholder may appoint an individual to act as its representative. The appointment must comply with the requirements of sections 250D and 253B of the Corporations Act. The representative should bring to the meetings evidence of their appointment, including any authority under which it is signed.

Questions and Comments from Securityholders at the Meetinos

In accordance with the Corporations Act, 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 and the Remuneration Report at the meetings.

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

• the conduct of the audit: $(a)$
• (b) the preparation and content of the audit report;
• the accounting policies adopted by Macquarie Goodman Group $\langle c \rangle$ in relation to the preparation of its financial statements; and
• the independence of the auditor in relation to the conduct of (d) 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 2006.

Relevant written questions for KPMG must be received by no later than 5:00 pm (Sydney time) on 9 November 2006. A list of those relevant written questions will be made available to Securityholders attending the meetings. KPMG will either answer the questions at the meetings or table written answers to them at the meetings. If written answers are tabled at the meetings, they will be made available to Securityholders as soon as practicable after the meetings.

Please send any written questions for KPMG:

• $(a)$ to Computershare Investor Services Pty Limited in the enclosed reply paid envelope;
• (b) by facsimile to +61 8 8236 2305; or
• (c) to Macquarie Goodman Group's registered office at Level 10, 60 Castlereagh Street, Sydney, NSW, 2000,

by no later than 5:00 pm (Sydney time) on 9 November 2006.

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

Carolyn Scobie Company Secretary

18 October 2006

As required by section 317 of the Corporations Act, the financial report, directors' report and the audit report of Macquarie Goodman Group for the most recent financial vear will be laid before the meetings. Securityholders will be provided with the opportunity to ask questions about the reports of Macquarie Goodman Group generally but there will be no formal resolution put to the meeting.

Proposed Resolutions

Resolutions 1 and 2: Re-election of Directors

In order to comply with the Listing Rules and the Constitution, Messrs David Clarke and lan Ferrier are required to retire from the office of director of MGM at the conclusion of the meetings. Messrs Clarke and Ferrier are eligible to be re-elected as directors of MGM and offer themselves for re-election.

Mr David Clarke, AO

Chairman

David was appointed to the Board on 26 October 2000 as Chairman and is also the Chairman of the Remuneration and Nomination Committee

David was educated at Sydney University (BEcon (Hons)) and Harvard University (MBA) and holds an honorary degree of Doctor of Science in Economics from Sydney University (Hon DScEcon). He has been Executive Chairman of Macquarie Bank Limited since its formation in 1985. From 1971 to 1977. David was Joint Managing Director of Hill Samuel Australia Limited (predecessor to Macquarie Bank Limited), from 1977 to 1984 Managing Director, and from 1984, Executive Chairman. He has extensive experience as a chairman and is currently Chairman of Macquarie CountryWide Management Limited (since 22 June 1995), Macquarie Office Management Limited (since 30 June 1987) and Macquarie ProLogis Management Limited (since 15 April 2002). David is also Chairman of McGuigan Simeon Wines Limited (since 27 November 1991), the Wine Committee of the Royal Agricultural Society of New South Wales, the Opera Australia Capital Fund, the Territorial Headquarters and Sydney Advisory Board of the Salvation Army, the Sydney University Football Club Foundation and The George Gregan Foundation. He is a member of the Investment Advisory Committee of the Australian Olympic Foundation. Harvard Business School Asia Pacific Advisory Committee, Seoul International Business Advisory Council, Clayton Utz Foundation, Bloomberg Asia Pacific Advisory Board, Board of the Centre for the Mind and a director of Corporate Governance Committee of the Australian Institute of Company Directors.

Mr Ian Ferrier, AM

Independent Director

lan was appointed to the Board on 1 September 2003 and is Chairman of the Audit Committee and a member of the Remuneration and Nomination Committee.

lan is a co-founder of Ferrier Hodgson. He is a Fellow of The Institute of Chartered Accountants in Australia and has 42 years of experience in company corporate recovery and turnaround practice, lan is also a director of a number of private and public companies. He is currently Chairman of InvoCare Limited (since 8 March 2001) and Australian Oil Limited (since 2 May 2005) and a director of McGuigan Simeon Wines Limited (since 20 November 1991) and Reckon Limited (since 17 August 2004). Ian was previously a director of MIA Group Limited (between 27 October 2003 and 30 September 2004).

His experience is essentially concerned with understanding the financial and other issues confronting companies which require turnaround management, analysing those issues and implementing policies and strategies which lead to a successful rehabilitation. ian has significant experience in property and development, tourism. manufacturing, retail, hospitality and hotels, infrastructure and aviation and service industries.

Resolution 3: Re-election of Director

In order to comply with the Listing Rules and the Constitution, Mr James Stoman is required to retire from the office of director of MGM at the conclusion of the meetings (having been appointed to fill a casual vacancy on the board of MGM since the last annual general meeting of MGM). Mr Sloman is eligible to be re-elected as director of MGM and offers himself for re-election.

Mr James Sloman, OAM Independent Director

James was appointed to the Board on 1 February 2006 and is a member of the Risk and Compliance Committee.

James has over 30 years of experience in the building and construction industries in Australia and overseas, including experience with Sir Robert McAlpine & Sons in London and Lend Lease Corporation in Australia and as Deputy Chief Executive and Chief Operating Officer of the Sydney Organising Committee for the Olympic Games ("SOCOG") from 1997 to 2001. He is currently the Chief Executive Officer and a director of MI Associates Pty Limited, a company established by him and comprising some of the leading members of the former SOCOG senior management team. MI Associates has recently commenced work with the London Organising Committee for the Olympic Games following its work on London's winning bid for the 2012 Olympic Games. With his range of experience, James brings significant expertise to Macquarie Goodman Group.

Resolution 4: Adoption of Remuneration Report

The Remuneration Report that commences on page 38 of the Annual Report:

• explains the Board's policies in relation to the nature and level $(a)$ of remuneration paid to directors and senior executives within Macquarie Goodman Group;
• discusses the link between the Board's policies and Macquarie (b) Goodman Group's performance:
• provides a detailed summary of performance conditions, $(c)$ explaining why they were chosen and how performance is measured against them:
• sets out remuneration details for each director and for each (d) relevant member of Macquarie Goodman Group's senior executive team: and
• makes clear that the basis for remunerating non-executive (e) 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 meetings.

Explanatory Memorandum (cont)

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Resolution 5: Approval for the proposed issue of Securities to underwriters of the DRP

The DRP allows Securityholders to invest cash distributions in additional Securities without incurring brokerage or other costs, at a discount determined by MGM and MGFM.

Macquarie Goodman Group may choose to enter into agreements to have the DRP underwritten for the distribution periods between 1 October 2006 and 31 December 2007.

Requlatory Requirements

Listing Rule 7.1 provides that 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 to enable Securities to be issued, without Securityholder approval, at a price determined by the responsible entity, provided the issue, together with any issues of Securities up to one vear previously, would not comprise more than 15% of the Securities of the same class on issue after the issue is included and provided the discount to the current market price of Securities is not more than 10%.

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

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 Securities vote on the question (whether in person or by proxy) and that Securityholders with at least 75% in value of the Securities represented by the Securityholders who vote on the question (in person or by proxy) vote in favour of the resolution.

For the purposes of the Listing Rules, those who may participate as an underwriter or be procured to participate as an underwriter are excluded from voting on Resolution 5.

For the purposes of ASIC Class Order 05/26, persons who may participate in underwriting the DRP or who will hold any interest in Securities for the benefit of another person who may obtain beneficial ownership of any of the Securities that are issued as a result of the underwriting, are not entitled to vote.

These voting exclusion tests are different and they may be applied separately to the results of voting to determine if a particular resolution has been passed for a particular purpose.

Other information about the manner of voting, and voting entitlements and exclusions, is set out above in the Notice of Meetings under Resolution 5.

At the Annual General Meeting of MGM and General Meeting of MGI held in November 2005, Securityholders passed a resolution to approve the issue of Securities to an underwriter for the distribution periods from 1 October 2005 to 30 September 2006. MGM and MGFM now propose a similar resolution. If passed, the resolution will give Macquarie Goodman Group the flexibility to maximise the amount of capital that can be raised in the distribution periods from 1 October 2006 to 31 December 2007 without further Securityholder approval.

The maximum number of Securities to be issued to the underwriter, or persons procured by the underwriter, will be the total number of Securities which could be issued under the DRP, minus the actual number of Securities taken up by Securityholders under the DRP. The total number of 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):

THE EXPERIMENT OF THE EXPLORATION CONTROL

$$
\frac{D-T+R}{C}
$$

where:

D represents the amount of the distribution to which the Securityholder is entitled in respect of each 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 Security;

R represents the residual positive balance carried forward in the Securityholder's plan account; and

C represents the issue price of Securities pursuant to the DRP (refer below).

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

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

The formula for calculating the maximum number of Stapled Securities to be issued to underwriters of the DRP	The sum of each Securityholder's entitlement (as set out in the formula above) minus the number of Securities that are actually taken up by Securityholders.
The date by which MGM/ MGFM will issue the Securities	No later than five business days after the date that Securities are issued to participants in the DRP in connection with the distribution periods between 1 October 2006 and 31 December 2007.
The issue price of the Securities	The issue price of the Securities will be the same as the issue price of the Securities to Securityholders under the DRP, as explained above.
The basis upon which allottees will be determined.	The underwriter of the DRP who has entered into an underwriting agreement with MGM/MGFM and their sub-underwriters and nominees.

Resolution 5: Approval for the proposed issue of Securities to underwriters of the DRP (cont)

Terms of the Securities	The proposed Securities to be issued will rank equally with all other fully paid Securities from the date of their issue.
The intended use of the funds raised	Debt retirement, development projects or property, corporate or business acquisitions.
The date of allotment	Same day as date of issue, see above.

Resolution 6: Issue of Securities to Mr Gregory Goodman

Background

Since the merger between MGM and MGI, the ESAP has been used as a long-term incentive scheme for executives of Macquarie Goodman Group.

Macquarie Goodman Group introduced the ESAP at the time of the merger in February 2005 to provide the same economic effect for executives as share options without the adverse fringe benefit tax implications which applied to the issue of options over Securities at that time. Under the ESAP, loans are made to executives to acquire Securities on the basis of the current weighted Security price, but the executive receives no benefit from holding the Securities unless performance hurdles and tenure requirements are met. This is achieved by:

• imposing restrictions on the Securities, so that they cannot be $(a)$ traded or dealt with in any way during the restriction period:
• requiring executives to apply part of the distributions received on $(b)$ Securities to repay interest and principal of the loan so they only retain sufficient cash to meet their tax liability on the distribution; and
• requiring executives to forfeit Securities if the performance $\langle C \rangle$ hurdles or tenure requirements are not met.

Mr Gregory Goodman, the only executive director of Macquarie Goodman Group, is entitled to participate in the ESAP, it is not Macquarie Goodman Group's policy to make offers of participation in the ESAP to non-executive directors.

At the Annual General Meeting held in November 2005, Securityholders approved the issue of \$8,000,000 of Securities to Mr Gregory Goodman under the ESAP. As a result, 1,955,990 Securities were issued on 21 November 2005 at \$4.09 per Security. There have been no issues under the ESAP to any other director since that Annual General Meeting.

As announced in June 2006, it is intended to issue 2,000,000 Securities to Mr Gregory Goodman under the ESAP. Securityholder approval is required before any Securities can be issued to Mr Goodman.

Reasons for Approval

Listing Rule 10.14 requires Securityholder approval by ordinary resolution for the issue of Securities to a director under the ESAP.

Under section 208 of the Corporations Act, MGM may only give a financial benefit to a related party (such as a director of MGM) if this is approved by an ordinary resolution of Securityholders. MGM proposes to give financial benefits to Mr Gregory Goodman in the form of a limited recourse loan under the ESAP.

Under section 200B of the Corporations Act, a company may only give a person a benefit above a prescribed formula in connection with their ceasing to hold a board or managerial office in the company or a related body corporate if it is approved by shareholders or an exemption applies. Accordingly, approval is also sought for any benefit which Mr Gregory Goodman may receive under the ESAP upon cessation of employment with Macquarie Goodman Group. Benefits may include the release of transfer restrictions on Securities or the waiver of loans under the ESAP if, for example, Mr Goodman is totally or permanently disabled.

Group Chief Executive Officer's Remuneration

Details of Mr Gregory Goodman's 2006 financial vear remuneration are outlined below. To summarise, Mr Goodman's 2006 remuneration comprised:

Salary including superannuation	\$600,000
Other	\$11,278
Bonus	\$2,100,000
Subtotal	\$2,711,278
ESAP (approved November 2005)	\$917,302
Total *********	\$3,628,580

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

• (a) Fixed Remuneration: Based on market-place benchmarks and calculated on a total cost basis.
• (b) Short-term Incentive: "The Group Chief Executive Officer is entitled to between 15% and 20% of the total Macquarie Goodman Group bonus pool. The first \$50,000 in respect of the year ended 30 June 2006 and \$100,000 in respect of the year ending 30 June 2007 of any bonus will be paid in cash with the remainder to be paid fortnightly over a period of three years, subject to the Group Chief Executive Officer remaining as an employee as well as certain conditions being met in the Group Chief Executive Officer's service agreement.
• (c) Long-term Incentive: Delivered through the ESAP, as noted above and as further outlined below.

Mr Goodman's 2007 financial year remuneration will be determined in accordance with the Remuneration Report on page 38 and following of the Annual Report.

Number and Issue Price of Securities

Macquarie Goodman Group proposes to offer 2,000,000 Securities to Mr Gregory Goodman under the terms of the ESAP. The Securities that Macquarie Goodman Group proposes to issue under the ESAP will rank equally with those trading on ASX at the time of issue. The issue price of \$5.24 is the same price as that at which other Australian employees were issued Securities in the 2006 offer made under the ESAP on 31 May 2006 in accordance with Macquarie Goodman Group's remuneration policy. This price was calculated as the weighted average price per Security on the ASX (excluding any special crossings) for the period of 10 trading days immediately prior to the date of the offer made to Australian employees (whether or not a sale was recorded on any particular day), and was the agreed price for the issue of the 2,000,000 Securities to Mr Goodman as announced on 14 June 2006 (following acceptance of the offer by Mr Goodman).

Explanatory Memorandum (cont)

Resolution 6: Issue of Securities to Mr Gregory Goodman (cont) Loan

Under the terms of the ESAP, Mr Gregory Goodman is entitled to be provided with a loan (with a term of up to six years) to acquire the Securities. Recourse to Mr Goodman is limited to the value of the Securities held under the ESAP. The loan will bear interest at Macquarie Goodman Group's weighted average cost of debt, which was charged in September at 6.32%, and is adjusted quarterly. After tax distributions received on the 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 Securities is less than the balance of the loan. There are no adverse fringe benefits tax or income tax consequences of acquiring Securities under the ESAP, it is expected that fringe benefits tax would not apply to loans made under ESAP.

Performance Conditions

The Securities held under the ESAP will be restricted for periods of approximately three to six years with one third of the securities becoming unrestricted on 31 December 2008, one third becoming unrestricted on 31 December 2009 and the final third becoming unrestricted on 31 December 2010. The offer is further subject to:

• (a) Mr Gregory Goodman remaining as an employee of Macquarie Goodman Group; and
• Macquarie Goodman Group achieving return on equity targets on $(b)$ average greater than 12% per annum over the period of the offer.

Valuation

Based on independent advice at the time of the offer, the directors of Macquarie Goodman Group estimated that the value to be provided to Mr Gregory Goodman in respect of his participation in the ESAP is \$1,060,000 (or \$0.53 per Security assuming 2,000,000 Securities issued at \$5.24 each).

The key factors which are relevant to that valuation are:

• (a) the price at which Securities are issued;
• (b) after tax distributions received on the Securities, which are used to pay interest on the loan and reduce the outstanding loan made in respect of those Securities; and
• the likelihood of the performance hurdles outlined above being met. $\langle c \rangle$

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

• (a) distributions will grow at 6% each year; and
• (b) there will be no change to applicable tax rates.

On 6 October 2006, the closing price of Securities on ASX was \$6.72, being the highest closing price of Securities in the 12 months preceeding that date. The lowest price of Securities in the 12-month period was \$4,00 on 7 October 2005.

The actual value of benefits received by Mr Gregory 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 Macquarie Goodman Group.

The directors of Macquarie Goodman Group do not believe that Macquarie Goodman Group will incur any opportunity cost or forego any benefit by issuing 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 issue of Securities will be immaterial and any funds received on repayment of the loan will be employed for the deneral working capital requirement of Macquarie Goodman Group.

Issue Date

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

The Securities will be issued to Mr Gregory Goodman no later than 15 November 2007 but are expected to be issued shortly after Securityholder approval. The Securities issued under the ESAP are restricted for three to five years subject to the satisfaction of performance hurdles as described above.

Recommendation

The directors of Macquarie Goodman Group (other than Mr Gregory Goodman who has a direct interest and abstained from consideration of the matter) believe that the issue of Securities on the terms above is an appropriate equity-based incentive for this executive director, having regard to Mr Goodman's responsibilities and commitment. Participation in the ESAP by Mr Goodman is also, in the directors' opinion, an important remuneration strategy and is intended to align the interests of Mr Goodman with the performance of Macquarie Goodman Group.

Accordingly, the directors of Macquarie Goodman Group (other than Mr Gregory Goodman who has a direct interest in the outcome of the resolution as outlined above) unanimously recommend that Security holders vote in favour of Besolution 6.

Resolution 7: Approval for increasing the directors' fee pool

In accordance with Listing Rule 10.17, Securityholders are being asked to approve an increase in the maximum aggregate sum which may be paid as non-executive directors' fees of \$1,550,000 to \$2,500,000 per annum.

Since the directors' remuneration was last approved at the time of stapling on 9 February 2005, Macquarie Goodman Group's:

• operations have increased from three countries to 15 countries $(a)$ (with seven denominated currencies) and from approximately 190 employees to 850 employees;
• (b) total distributions for the consolidated group have increased by 32% from \$311 million for the year ended 30 June 2005 to \$410 million for the year ended 30 June 2006;
• assets under management have increased by 483% from (c) \$5.9 billion to \$28.5 billion as at 30 June 2006; and
• market capitalisation has grown from approximately \$5.2 billion (d) with a security price of \$4.17 to approximately \$11.0 billion with a security price of \$6.72 as at 6 October 2006.

Resolution 7: Approval for increasing the directors' fee pool (cont)

The proposed increase will:

• (a) allow Macquarie Goodman Group to offer remuneration to non-executive directors at rates which are comparable with those offered by other companies of similar size and global reach;
• allow for some growth in remuneration of non-executive $(b)$ directors over time to reflect movements in the remuneration market and the increasing responsibilities that accompany the continued growth and global nature of Macquarie Goodman Group's operations:
• allow for an arm's length fee payable to Mr David Clarke for (c) the duties and responsibilities he will undertake in his role as non- executive Chairman: and
• provide the Board with the flexibility to appoint additional ЮĎ independent non-executive directors in the future, should that be deemed appropriate.

The structure of Macquarie Goodman Group's remuneration of nonexecutive directors comprises a base fee with additional amounts paid for committee membership, chairing of committees and the Board, along with per diem allowances for due diligence and special projects. The Board's policy is to remunerate non-executive directors at market rates for comparable companies taking into account the time, commitment and responsibilities involved. Where considered appropriate, external advice on market rates is taken.

The Board has obtained external advice from remuneration consultants on levels of and movements in non-executive director remuneration for comparable companies in the market, and has set the remuneration intended to be paid to non-executive directors of Macquarie Goodman Group on this basis. If approved, remuneration rates would be effective from 1 July 2006.

Non-executive directors of Macquarie Goodman Group are required to apply 25% of their after tax remuneration to the on-market purchase of Securities until the value of the Securities held by the director equals the equivalent value of two years of fees for that director.

In addition to the increasingly global nature of Macquarie Goodman Group's business and the added duties and responsibilities this brings to directors, since 2000 there have been expanding demands on directors of listed entities under the law, by requlators and through community expectations. Partly in response to these demands and inaccordance with movements in best practice corporate governance, the responsibilities and time commitment of non-executive directors have grown considerably over this time. Macquarie Goodman Group considers it essential that it has the resources available to attract and retain the highest quality candidates for Board positions.

Recommendation

With non-executive directors noting their interests in the matter, the Board unanimously recommends that Securityholders approve the increase in the non-executive directors' fee pool.

Disclosure of directors' remuneration will continue to be made to Securityholders in each annual report of Macquarie Goodman Group in accordance with applicable legal and ASX requirements.

Resolution 8: Approval for the future issue of options under the EOP

As described in respect of Resolution 5, Listing Rule 7.1 restricts Macquarie Goodman Group from issuing or agreeing to issue more than 15% of its issued capital in any 12 month period without Securityholder approval.

Listing Rule 7.2 provides an exemption from this rule where the securities to be issued are securities under an employee incentive scheme that has been approved by Securityholders within three years before the issue of the securities.

The EOP was last approved for the purposes of Listing Rule 7.1 in 1999 by shareholders of MGM in respect of issues of options in the three years to 2002.

While it was initially intended that the EOP would be phased out post the 2005 merger, in light of the increasingly global nature of Macquarie Goodman Group's business, the granting of options has become a more effective means by which to remunerate overseas executives of Macquarie Goodman Group.

Additionally, following the announcement by the Australian government in the 2006-07 Budget on 9 May 2006 to extend the concessional tax rules currently applying to shares issued under employee share schemes to such shares forming part of a stapled arrangement, it is also proposed that, subject to the tax changes being implemented, options over Securities be issued to executives resident in Australia under the EOP in the next three years as an appropriate remuneration tool for Australian-resident executives of Macquarie Goodman Group.

The Listing Rules provide an exception from the 15% limit for new issues in connection with employee remuneration schemes that have been approved by Securityholders, It is expected that Macquarie Goodman Group will use a combination of the ESAP (approved in 2005) and the EOP. Consequently, Securityholder approval is now sought for the issue of options to executives in the next three vears under the EOP for the purposes of Listing Rule 7.1 so that the number of Securities issued to executives under the EOP will not be counted in determining whether any further issues of Securities in the next 12 months would breach the 15% limit under Listing Rule 7.1. This will enable Macquarie Goodman Group to maintain flexibility to raise funds in the future.

In accordance with Listing Rule 7.2, a summary of the terms of the EOP are detailed below:

• each option is exercisable into one Security ranking equally with $(a)$ all existing Securities at an exercise price equal to the weighted average market price of Securities in the 10 trading days prior to the date of the offer;
• exercise of the options is conditional on Macquarie Goodman (b) Group achieving growth in return of equity per Security equal to or in excess of 12% per annum over the period of the option; and

Explanatory Memorandum (cont)

Resolution 8: Approval for the future issue of options under the EOP (cont)

• (c) options have vesting periods of up to three, four and five years and may be exercised prior to their explry six years after the date of issue unless one of the following events occurs before this date:
• the participant ceases to be employed by Macquarie ብ Goodman Group or retires, becomes redundant or permanently disabled;
• the participant has committed fraud or other serious act ${ii}$ of misconduct:
• a takeover, scheme of arrangement or reconstruction affects -Gill Macquarie Goodman Group; or
• the Board determines that there are circumstances which fivli will or could result in significant changes to the structure or control of Macquarie Goodman Group which may adversely affect the rights of optionholders,

in respect of which events the options will lapse on a specified date in accordance with the terms of the EOP.

Under the terms of the EOP, the directors may, subject to the Listing Rules, amend the rules of the EOP (for example, to address or take advantage of regulatory or tax positions in Australia or overseas).

Since the merger of MGM and MGI, the following options have been issued under the EOP:

• 5,527,945 options with a \$4.09 exercise price pursuant to the $(a)$ offer on 20 October 2005;
• 15,000,000 options with a \$4.29 exercise price pursuant to the $(b)$ offer on 9 December 2005; and
• 3,876,000 options with a \$5.24 exercise price pursuant to the $\langle$ C) offer on 31 May 2006.

Further, an additional 11,347,500 options with a \$6.35 exercise price were offered on 25 September 2006 subject to certain conditions and acceptance and are expected to be issued after the date of the meetings such that they would fall within the terms of this approval on issue.

Resolution 9: Ratification of options previously issued under the EOP

Under Listing Rule 7.4, an issue of Securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 (described above) if the number of Securities issued did not exceed 15% of the number of Securities on issue at the commencement of the 12 month period and holders of ordinary Securities subsequently approve the issue.

Macquarie Goodman Group seeks subsequent approval under Listing Rule 7.4 for the issue of options to executives under the EOP in the 12 months prior to the date of these meetings, during which time 18,876,000 options have been issued. The Securities underlying the 18,876,000 options issued under the EOP equate to approximately 1.15% of the number of Securities on issue. As the issue of these options did not breach the 15% threshold, the effect of the approval would be that the 18,876,000 options will not be counted in determining whether any further issues of Securities in the relevant 12 month period would breach the 15% limit under Listing Rule 7.1. Macquarie Goodman Group seeks approval from Securityholders for the options issued under the EOP in the 12 months prior to the date of the meetings in order to maintain the flexibility to raise funds by maximising the numbers of Securities that may be issued.

Details relating to these previous issues are as follows:

Number of options issued in the 12 months prior to the date of the meetings	18,876,000
Price at which the options were issued	Νil
Terms of the options	Options have an exercise price equal to the weighted average market price of Securities in the 10 trading days immediately prior to the date of their offer, being: \$4.29 for the options offered on (a) 9 December 2005: and \$5.24 for the options offered on (b) - 31 May 2006. Options are exercisable in three tranches subject to performance hurdles being met. Each option is exercisable into one Security ranking equally with all existing Securities.
Names of optionholders or the basis on which optionholders were determined	Employees of Macquarie Goodman Group selected by the Board as eligible to receive options under the EOP.
Use or intended use of the funds raised	Long-term incentive scheme.

uestions from Securityholders
Please use this form to submit any questions concerning the Audit Report in the Macquarie Goodman Group Annual Report 2006 that you would like the external auditor, KPMG, to respond to at the meetings and return it in the business reply 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 9 November 2006.	A response to these questions will be provided at the meetings. You will be able to view the webcast of the meetings at www.macquariegoodman.com shortly after the meetings conclude. Written answers tabled at the meetings will be made available at Macquarie Goodman Group's website as soon as practicable after the meetings.
Securityholder's name
Address
Security Reference Number (SRN) or Holder Identification Number (HIN)
Question(s)
2.
З.

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2004.

Macquarie Goodman

MACQUARIE GOODMAN GROUP NOTICE OF MEETINGS 2006 www.macquariegoodman.com