GOODMAN GROUP - AGM Information 2009

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24 September 2009

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

Dear Sir

GOODMAN GROUP (“GOODMAN”) EXTRAORDINARY GENERAL MEETING – CHAIRMAN’S ADDRESS

Please find attached the Chairman’s address along with a presentation for Goodman’s Extraordinary General Meeting being held today.

A live webcast of the Extraordinary General Meeting will be available on the Goodman website (www.goodman.com).

Yours sincerely

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Carl Bicego Company Secretary

Level 10, 60 Castlereagh Street Sydney NSW 2000 | GPO Box 4703, Sydney NSW 2001 Australia Tel +61 2 9230 7400 | Fax +61 2 9230 7444 | [email protected] | www.goodman.com Goodman Limited ABN 69 000 123 071 Goodman Funds Management Limited ABN 48 067 796 641 AFSL Number 223621 as responsible entity for Goodman Industrial Trust ARSN 091 213 839

CHAIRMAN’S ADDRESS GOODMAN GROUP – EXTRAORDINARY GENERAL MEETING 24 SEPTEMBER 2009

SHERATON ON THE PARK, SYDNEY

Good morning ladies and gentlemen and welcome to the Extraordinary General Meeting of Goodman Group.

I am Ian Ferrier, the Chairman of Goodman Group.

Thank you for taking the time to join us here today.

Let me now formally introduce your Directors. On my left is our Group Chief Executive Officer Greg Goodman, to his left are, John Harkness, Anne Keating, Jim Sloman , Patrick Goodman and James Hodgkinson. Unfortunately Diane Grady is unable to join us today and is an apology. Also on stage is our Company Secretary Carl Bicego.

If you have not been issued with a voting, non-voting or visitor’s card, please see the representatives of Computershare at the registration desk.

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

The Company Secretary has confirmed that a quorum is present and I therefore formally declare the meeting open.

I propose, unless there are any objections, that the Notice of Meetings dated 25 August 2009 is taken as read.

There are two resolutions to consider this morning. The first relates to a debt facility that helped us to build a bridge to equity and the second involves the creation of long term value for the Group.

Before we start the formal business I would like to begin by briefly explaining some of the issues and challenges that the Group has faced . We will then move to consider, discuss and vote on the resolutions set out in the notice of meeting.

The last 12 months have been marked by unprecedented and widespread instability sweeping through financial markets around the world. Goodman faced challenging market conditions characterised by limited credit availability, a high cost of capital, dramatically reduced tolerance for risk and debt, falling property prices and weakened investor confidence.

The severity and speed of the market decline were unprecedented and in late October 2008, we announced a $956 million equity raising at $0.90 per security which was used to pay debt and expand our cornerstone investment in Asia.

Since that time, the security price has fallen to close as low as 15.5 cents in March but has managed to recover over time in line with the capital management initiatives announced. In May, when the Finance Facility with Macquarie was announced, the security price traded around $0.30 and continued to increase to around $0.40 with the introduction of CIC in June. Since the comprehensive capital management plan was announced in August, the security price has risen further to around $0.60 and has traded to close as high as $0.645 this week.

In May of this year we were presented with significant challenges that needed to be addressed quickly and decisively to reduce our level of debt and reposition the Group for long term stability.

The Group considered a range of capital management options. We decided to explore the prospect of both raising equity and refinancing maturing debt obligations. We also considered it very important to introduce strategic investors to the Group to explore growth opportunities, not just raise capital.

On 19 May the first stages of our capital management plan were announced with the objective of positioning the Group well for the long term. A $300 million Finance Facility was established with Macquarie which included the issue of options. It was a necessary and significant step as it not only bridged the upcoming loan repayments but also provided the Group with the time and flexibility to explore the full range of capital management initiatives.

On 16 June the Facility was increased with China Investment Corporation, (CIC), a new stakeholder, committing $200 million to the Macquarie Finance Facility.

CIC then, at our request, continued to consider their involvement with the Group and, subject to your approval, have agreed to invest $500 million in a preferred equity instrument as part of a long term relationship that we believe offers opportunity for growth. The term of the Options and the preferred equity instrument will be described in more detail when we discuss Resolution 2.

On 6 August 2009, the Group announced a comprehensive capital management plan and strategic initiatives that significantly strengthen the balance sheet of the Group and its managed funds. This included:

- $1.3 billion fully underwritten equity raising.
- $0.5 billion investment in the Group by China Investment Corporation
- Extension of $4.1 billion of existing finance facilities across Goodman Group and its managed funds; and
- New strategic relationships with CIC and the Canada Pension Plan Investment Board (CPPIB).

The Equity Offer and other capital management initiatives will be used to reduce Goodman’s debt, (30 June 2009 pro forma gearing will reduce to 26.7%, and to 24.4% if the options are exercised) and provide sufficient liquidity to meet all maturing debt facilities to May 2012.

As a result of these initiatives we have two resolutions for you to consider On that note, I would now like to commence the formal part of the meeting.

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

My fellow directors and I support the resolutions being put to the Securityholders for consideration.

I propose to conduct the voting by way of polls after discussion of the resolutions.

For convenience, the poll on each resolution will be held at the same time, which is after discussion of the last item of business.

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

There are two resolutions set out in the Notice of Meetings.

The first resolution is to consider and if thought fit pass an ordinary resolution of the Group to approve the issue of Conditional Options to Macquarie, MSSits and CIC.

Back in May, in order for the Group to undertake the initiatives I have just outlined, we needed approximately $300 -$500 million which we were able to secure via our relationship with Macquarie and CIC. In conjunction with the Facility, Goodman agreed to grant options over 669 300 000 stapled securities to Macquarie and CIC. The Options were a requirement of the

Macquarie and CIC debt facility and they were issued with exercise prices based on the market prices at the relevant time.

These options are to be issued in 2 tranches, the first at $0.30 pursuant to the original debt facility with Macquarie in May and then a second tranche of $0.40 when CIC joined the debt facility. Macquarie saw value in working with CIC and agreed to a pro rata allocation amongst the lender of both $0.30 and $0.40 Options.

As shown on slide 9, of the first tranche of 414 million options, 120 million options were within Goodman’s placement capacity and were issued on 19 May.

As at 19 May 2009 – MBL facility

	Unconditional $0.30		Conditional
		$0.30	$0.40
MBL	51,000,000	294,000,000	-
MSSits*	69,000,000	-	-
CIC	-	-	-
TOTAL	120,000,000	294,000,000	-

Turning to slide 10, the remaining 294 million of the first tranche and the 255.3 million of the second tranche options are conditional upon Securityholder approval under Resolution 1 as required by the ASX, because following the November 2008 Placement and issue of the unconditional options, Goodman’s placement capacity was fully utilised.

As at 16 June 2009 – CIC Participation (including the 19 May tranche)

	Unconditional $0.30		Conditional
		$0.30	$0.40
MBL	29,969,072	172,762,887	125,018,041
MSSits	40,546,392	-	25,003,608
CIC	49,484,536	121,237,113	105,278,351
TOTAL	120,000,000	294,000,000	255,300,000

Exercise Price

The original price for the Options was A$0.30. However, following successful completion of the August 2009 Entitlement Offer, the exercise price was adjusted to A$0.2464, as required by the ASX. Likewise, the exercise price of the second tranche of Options was adjusted from A$0.40 to A$0.3464.

An Optionholder may only exercise any or all of its Unconditional Options by giving one or more notices to Goodman on or before 22 May 2011.

I refer you to page 5 and 6 of the Notice of Meetings for the full terms and conditions of the Options.

Consequences of issuing the options

The proceeds from the exercise of options are intended to be used to repay debt or for working capital.

Consequence of not issuing the options

If the proposal is not approved by the requisite majority, Goodman has agreed that the Optionholders will be compensated by an amount equal to the nominal difference between the exercise price and the market price.

I will now move to discussion of resolution 2. The second resolution to consider, and if thought fit pass an ordinary resolution of the Group to approve the issue of Exchangeable Hybrid Securities to China Investment Corporation (CIC).

Who is CIC?

CIC is China’s sovereign wealth fund. It was formed in 2007 with USD 200 billion and is headquartered in Beijing. CIC’s fundamental approach is to hold, manage, and invest its mandated assets to maximise shareholder value. It endeavours to make long term investments that are not limited to any particular sector, geography, or asset class and includes equity, fixed income, property, and alternative assets.

Background:

On 6 August, Goodman announced it had entered into a new strategic relationship with CIC, whereby CIC would make a significant investment of A$500 million in Goodman by participating in a hybrid security issue.

CIC is attracted to Goodman’s leading logistics platform in the Asia Pacific and Europe regions. The combination of CIC’s capital with Goodman’s management expertise provides both companies with new opportunities to explore and participate in the global logistics market. CIC and Goodman have agreed to work together to explore a range of opportunities, including:

Participation in new acquisitions;
Acquisition by CIC of assets currently held on Goodman’s balance sheet;
Participation in significant private and public market transactions in regions across the Goodman platform; and
Working with Goodman to grow its business globally, particularly in China.

We look forward to our discussions with CIC with respect to these potential opportunities.

Goodman plans to issue A$500 million of Hybrids which will be exchangeable into ordinary securities. CIC can elect to exchange at any time after October 2009, while Goodman can elect to exchange at the relevant dates shown on this slide.

Tranche 1: 31 December 2010	Where the trading price is above A$0.5375
Tranche 2: 31 December 2011	Where the trading price is above A$0.55
Tranche 3: 30 June 2012	Where the trading price is above A$0.5625

As you can see from this table, if our current security price is maintained over the next 2.5 years we will be able, at our discretion, to convert the preferred options to ordinary equity.

The capital to be raised by the placement is required to reduce debt and strengthen the Group’s balance sheet.

Since announcing CIC as a strategic partner and issuing options the security price has risen materially reflecting the perceived value of CIC’s participation. Their participation has also been very helpful in finalising other parts of the recapitalisation.

Terms and Conditions

I refer you to pages 7 and 8 of the Notice of meetings for the terms and conditions of the Exchangeable Hybrid Security Issue.

Consequence of approval

If Securityholders approve the issue of Exchangeable Hybrid Securities and they are exchanged into Stapled Securities, the primary effects upon the pro forma 30 June 2009 financial position and forecast financial performance for the year ended 30 June 2010 would be;

- The transfer of A$500 million from preferred equity to ordinary equity; and
- To increase operating profit available to Securityholders by A$50

million per annum but reduce EPS by 0.2 cents per annum.

Consequence of non approval

If Securityholders do not approve the resolution, the Group will not receive A$500 million of capital. This will impact the Group’s capital and liquidity position and would negate the strategic relationship with CIC.

[End of formal presentation. The meeting will continue with questions and answers, and then voting]