GOODMAN GROUP — Capital/Financing Update 2005

May 2, 2005

Macquarie Goodman

3 May 2005

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

Dear Sir

MACQUARIE GOODMAN GROUP ("MGQ")

We confirm that MGQ's distribution for the quarter ended 31 March 2005 was dispatched to Securityholders today with the enclosed covering letter. The distribution rate is 6.475 cents per security with the following estimated taxable components:

Macquarie Goodman Management Limited

No dividend payable this quarter.

Macquarie Goodman Industrial Trust

	$\%$	cpu
Tax deferred:	36.573	2.368
Capital Gains Tax ("CGT") concession:	8.132	0.527
Discount CGT:	8.132	0.527
Gross CGT:	16.264	1.052
Interest:	9.314	0.603
$CGT - Other:$	4.100	0.265
Taxable Income:	33.749	2.185
Total:	100.000	6.475

Please note that the actual taxable components will be confirmed in August 2005 following the final distribution payment for the year ending 30 June 2005.

Securities under the Distribution Reinvestment Plan are being issued at \$3.7242 (please refer to the attached Appendix 3B).

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

Yours faithfully

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

Macquarte Goodman

3 May 2005

Dear Securityholder

MACQUARIE GOODMAN GROUP (MACQUARIE GOODMAN)

We are pleased to enclose Macquarie Goodman's inaugural distribution payment of 6.475 cents per security for the quarter ended 31 March 2005.

Priority Entitlement Offer and Public Offer

On 20 April 2005, we forwarded a Product Disclosure Statement and Prospectus (Offer Document) to you in relation to Macquarie Goodman's one for 10 non-renounceable Priority Entitlement Offer and Public Offer of approximately 126 million new securities at the application price of \$3.64, to raise approximately \$458 million (Offer).

The Offer enables you to increase your holding in Macquarie Goodman at a discount to the recent market price. Please refer to the summary of the Offer and key dates on page two of the Offer Document for instructions on how to apply for new securities. You should read the Offer Document in its entirety and, if you are in doubt as to what you should do, please consult your broker or financial or other professional adviser.

Listed Property Trust Initiative

Macquarie Goodman, in conjunction with Macquarie Property, will launch a newsletter in June 2005 discussing current trends, topics and factors influencing the listed property trust sector. To assist in making it relevant to you, we have enclosed a return card for you to provide questions and topics that are of interest to you for the upcoming newsletter (no postage stamp is required in Australia).

Should you have any questions relating to the distribution or the Offer, please call our dedicated information line on 1300 723 040 (within Australia) or +61 3 9415 4000 (outside Australia) or visit our website at www.macquariegoodman.com.

Yours faithfully

orshu

Gregory Goodman CHIEF EXECUTIVE OFFICER

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 Facsimile +61 2 9230 7444 info@macquariegoodman.com.au www.macquariegoodman.com

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Macquarie Goodman Group

ACN

Macquarie Goodman Management Limited ACN 000 123 071 Macquarie Goodman Industrial Trust ARSN 091 213 839

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Ordinary stapled securities

10.209.433

Number of ⁺securities issued or to $\overline{2}$ be issued (if known) or maximum number which may be issued

3 Principal terms of the *securities (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment: if *convertible securities, the conversion price and dates for conversion)

Fully paid ordinary stapled securities

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing class of quoted *securities?	The securities referred to herein rank pari passu with the existing ordinary securities of Macquarie Goodman Group (MGQ).
	If the additional securities do not rank equally, please state: the date from which they do the extent to which they ۰ participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not ٠ rank equally, other than in relation to the next dividend, distribution or interest payment
5	Issue price or consideration	\$3.7242 per stapled security.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	The stapled securities were issued as a result of the Distribution Reinvestment Plan for the distribution for the quarter ended 31 March 2005.
$\tau$	Dates of entering *securities into uncertificated holdings or despatch of certificates	3 May 2005
8	Number and "class of all *securities quoted on ASX (including the securities in clause 2 if applicable)	Number 1,269,470,861 (Estimated to be 1,395,395,294 on completion of the MGQ Priority Entitlement Offer and Public Offer, announced 12 April 2005)	+ Class Ordinary Stapled Securities
		Number	*Class
9	Number class of and all securities not quoted on ASX (including the securities in clause 2 if applicable)	Not applicable	Not applicable
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Refer to section 4 above

⁺ See chapter 19 for defined terms.

Part 2 - Bonus issue or pro rata issue

$\mathbf{1}$	Is security holder approval required?	Not applicable
12	Is the issue renounceable or non- renounceable?	Not applicable
13	Ratio in which the "securities will be offered	Not applicable
14	Class of securities to which the offer relates	Not applicable
15	*Record date to determine entitlements	Not applicable
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Not applicable
17	Policy for deciding entitlements in relation to fractions	Not applicable
18	Names of countries in which the entity has *security holders who will not be sent new issue documents	Not applicable
	Note: Secarity holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of acceptances or renunciations	Not applicable
20	Names of any underwriters	Not applicable
21	Amount of any underwriting fee or commission	Not applicable
22	Names of any brokers to the issue	Not applicable
23.	Fee or commission payable to the broker to the issue	Not applicable

⁺ See chapter 19 for defined terms.

24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders	Not applicable
25	If the issue is contingent on *security holders' approval, the date of the meeting	Not applicable
26.	Date entitlement and acceptance	Not applicable
	form and prospectus or Product Disclosure Statement will be sent to persons entitled
27.	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders.	Not applicable
28.	Date rights trading will begin (if applicable)	Not applicable
29.	Date rights trading will end (if applicable)	Not applicable
30	How do "security holders sell their entitlements in full through a broker?	Not applicable
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?	Not applicable
32	How do "security holders dispose of their entitlements (except by sale through a broker)?	Not applicable
33	*Despatch date	Not applicable

Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities

• 34 Type of securities $(iick one)$
• Securities described in Part 1 (a) $\bar{\mathbf{X}}$

⁺ See chapter 19 for defined terms.

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

				Tick to indicate you are providing the information of
documents

• If the *securities are *equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
• 36 If the "securities are "equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5.001 - 10.000$ $10,001 - 100,000$ 100,001 and over

37

$(b)$

35

A copy of any trust deed for the additional *securities

Entities that have ticked box 34(b)

• 38 Number of securities for which ⁺quotation is sought
• 39 Class of ⁺securities for which quotation is sought
• 40 Do the *securities rank equally in all respects from the date of allotment with an existing *class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do $\bullet$
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend. distribution or interest payment

⁺ See chapter 19 for defined terms.

41	Reason for request for quotation now
	Example: In the case of restricted securities, end of restriction period
	(if issued upon conversion of another security, clearly identify that other security)
		Number	+ Class
42	Number and "class of all "securities quoted on ASX ( including the

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{I}$ quote the *securities on any conditions it decides.
• $\overline{\mathcal{L}}$ We warrant the following to ASX.

securities in clause 38)

• The issue of the *securities to be quoted complies with the law and is not for $\bullet$ an illegal purpose.
• There is no reason why those *securities should not be granted *quotation. $\bullet$
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any ٠ applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.

$+$ See chapter 19 for defined terms.

• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{3}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the *securities begins. We acknowledge that $\overrightarrow{ASX}$ is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ...................................... (Director)

................................... 3 May 2005

Print name: Gregory Goodman

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$+$ See chapter 19 for defined terms.