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GOODMAN GROUP — AGM Information 2006
Jul 20, 2006
64998_rns_2006-07-20_045afb3f-e007-4487-8c5b-46c8d2a26381.pdf
AGM Information
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Macquarie Goodman Group General Meeting
Chairman's Address
Date: Friday, 21 July 2006 Time: 10:00 am Venue: Sofitel Wentworth, Level 1, Ballroom 61-101 Phillip Street, Sydney, NSW
Introduction
Good morning, ladies and gentlemen, and welcome to these meetings of the members of Macquarie Goodman Management Limited and Macquarie Goodman Industrial Trust, which together comprise the Macquarie Goodman Group.
The meetings are being held concurrently.
My name is David Clarke and I am the Chairman of the Macquarie Goodman Group.
I would like to start by introducing my fellow Directors - Independent Director and Deputy Chairman David Teplitzky, Chief Executive Officer Gregory Goodman, Independent Directors Ian Ferrier, John Harkness, Anne Keating and Jim Sloman, and Non-Executive Directors Patrick Goodman and James Hodgkinson.
Also present today is Company Secretary and Group General Counsel Carolyn Scobie.
Can I now ask whether all members, including visitors present have been issued with a voting, non voting or visitors registration card?
If not, could you please see one of the Computershare Investor Services' representatives at the registration desk.
Macquarie Goodman

Today's meeting has been convened in accordance with the Corporations Act and the Listing Rules of the Australian Stock Exchange.
I have been informed by Richard Hannan of Computershare Investor Services Pty Limited, the scrutineers for today's proceedings, that a quorum is present for each of the meetings and, therefore, I formally declare the meetings open.
I propose, unless there are any objections, that the Notice of General Meetings dated 21 June 2006 be taken as read.
Update: Background
The purpose of today's meeting is to ratify the placement of Stapled Securities and to approve an issue of stapled securities to Goodman Holdings Pty Limited.
In May this year we acquired a company called Eurinpro which is a leading developer of tailor made logistics property across Europe.
The business has a proven history as a logistics developer, with current active projects worth some €380 million.
The acquisition of Eurinpro is highly strategic for Macquarie Goodman, providing instant scale across major European logistics markets and the ability to capitalise on growth opportunities throughout the region.
It also provides us with an additional 90 staff across nine countries to assist in servicing our customers.
Macquarie Goodman partly funded the acquisition by raising \$350 million in equity via an Institutional Placement and approximately \$50 million via a Security Purchase Plan.

The Institutional Placement was priced at \$5.10 per security and enabled us to raise capital quickly and efficiently, without putting undue pressure on our existing operations.
A Security Purchase Plan was made available to all securityholders in Australia and New Zealand and we are pleased that nearly 45 per cent of Secuityholders participated in the offer.
In addition, all Australian and New Zealand holders had the opportunity to acquire securities under the June quarter Distribution Reinvestment Plan at a two per cent discount.
As a result of the transaction, we expect that our earnings per security will be eight per cent higher than the previous consensus average for the 2007 financial year.
If realised, this would increase earnings per security to approximately 31.5 cents, an 18 per cent increase over our forecast for the 2006 financial year.
The market has responded favourably to the transaction, as highlighted by our recent security price performance.
We are also pleased that the vendors of Eurinpro have taken Macquarie Goodman securities as a large part of their consideration.
This demonstrates a belief in our business model but it is also part of the reason for this meeting.
In addition, Goodman Holdings indicated at the time of the placement that it would be taking stock on the same terms as other Institutional Investors.
This is of course is a real demonstration of ongoing support for the business.
Macquarie Goodman

However, as Goodman Holdings is as a related party, we are seeking your approval for this as part of the fund raising.
The Australian Shareholders Association have provided positive recommendations in respect of both of the resolutions put before you.
Formal Business
I will now turn to the formal business of the meeting as set out in the Notice of General Meetings.
There are two items of business before these meetings:
- Ratification of the Placement; and
- Approval for the issue of stapled securities to Goodman Holdings Pty $\bullet$ Limited.
--- Ends---



Directors
- Mr David Clarke auudig Chairman
- Dr David Teplizky auudig
w Independent Deputy Chairman - $\Rightarrow$ Mr Gregory Goodman Chief Executive Officer
- Mr lan Ferrier aaadig Independent Director
- Mr John Harkness auundig Independent Director

Directors
- Ms Anne Keating auudig
S Independent Director - Mr Jim Sloman auudig Independent Director
- Mr Patrick Goodman auudig Non-Executive Director
- $\rightarrow$ Mr James Hodgkinson Non-Executive Director

Acquisition of Eurinpro International
Uptake
- Acquired Eurinpro in May enerida
S - Eurinpro: raadiy
- Leading developer of tailor made logistics property across Europe ▒
- Current active projects worth €380 million ▒
- Acquisition: xxxxd)
- Gives Macquarie Goodman instant scale across Europe ▒
- Ability to capitalise on growth opportunities $\mathcal{G}^{\mathcal{S}}_{\mathcal{S}}$
- Provides an additional 90 staff across nine countries ▒


Acquisition of Eurinpro International cont
- Acquisition facilitated through capital raising: enerida
S - \$350 million in an Institutional Placement ▒
- \$50 million in a Security Purchase Plan $\mathcal{U}$
- A Security Purchase Plan was made available to all securityholders raariidig
T in Australia and New Zealand with nearly 45% participation


Financial Impact of the Acquisition
- Increased earnings per security: renner
Generaal - Forecast to be 8% up on previous consensus average ▒
- Equates to around 31.5 cents per security $\otimes$
- 18% increase over forecast 2006 result ▒


Market Reaction
- Favourable market reaction reflected in security price nanadig
T - Macquarie Goodman securities included in sale terms ranad)
S - Goodman Holdings taking stock on equal terms with raaridig
S other investors - Both resolutions are supported by the Australian raaridig
T Shareholders Association


Formal Existiess Generilly adjust 21 July 2006
e de Mari

Resolution 1
Roman Karang (DK) Of Palacement
- To consider and, if thought fit, pass the following resolution as an raani jirgi
T ordinary resolution of MGM and as a special resolution of MGI: "That the issue of: - 33,483,220 Macquarie Goodman Group Stapled Securities to the 63) vendors of Eurinpro International SA to fund the acquisition of that corporation, issued at \$5.10 per stapled security on 1 June 2006; and
- 63,079,094 Macquarie Goodman Group Stapled Securities to certain institutional and sophisticated investors at \$5.10 per stapled security completed on 31 May 2006,
be approved and ratified for all purposes."

Resolution 2
Approval for the issue of Stapled Securities to Coodhan Holings
To consider and, if thought fit, pass the following resolution as an marity ordinary resolution of MGM and as a special resolution of MGI:
"That the issue of 5,548,357 Macquarie Goodman Group Stapled Securities to Goodman Holdings Pty Limited at \$5.10 per Stapled Security is hereby approved for all purposes."

OLOUAL
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Disclaimer
ISS
This presentation has been prepared by Macquarie Goodman Group comprising Macquarie Goodman Funds Management Limited (ACN 067 796 641) (AFSL 223621) as Responsible Entity of the Macquarie Goodman Industrial Trust and Macquarie Goodman Management Limited (ACN 000 123 071). The details in this presentation provide general information only. It is not intended as investment or financial advice and must not be relied upon as such. You should obtain independent professional advice prior to making any decision. This presentation is not an offer or invitation for subscription or purchase of securities or other financial products. Past performance is no indication of future performance. All values are expressed in Australian currency unless otherwise stated. July 2006.
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