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GOODMAN GROUP Capital/Financing Update 2006

Sep 26, 2006

64998_rns_2006-09-26_87fd5704-038d-4240-b6f6-032316fe9f5e.pdf

Capital/Financing Update

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27 September 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") ISSUE OF SECURITIES

We wish to advise of an offer of securities pursuant to Listing Rule 3.10.3 and note the following:

$\mathbf{1}$ Class of Securities

Options to overseas staff pursuant to an Executive Option Plan approved by Shareholders on 14 September 1999 as amended.

Number of Securities $2-$

The offer is in respect of 11,347,500 options and their issue is subject to acceptance and, in some cases, is conditional on obtaining regulatory relief.

$\overline{\mathbf{3}}$ Principal terms of the Security Offers

  • $(a)$ The principal terms of the options offer are:
  • The exercise price of \$6.35 is the volume weighted average market price of $\bullet$ Macquarie Goodman stapled securities in the 10 trading days immediately prior to the date of the offer on 25 September 2006.
  • The options may only be exercised if Macquarie Goodman achieves return on $\bullet$ equity targets on average greater than 12% per annum (compounded) over the period of the offer. Further, the employee must generally be an employee of Macquarie Goodman at the time of the exercise.
  • If the above hurdle has been met then the options are exercisable in three $\bullet$ tranches as follows:

First Exercise Date

30 September 2009 30 September 2010 30 September 2011

Last Exercise Date 30 September 2012 30 September 2012 30 September 2012

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 +61 2 9230 7400 Fecsimile +61-2-9230-7444 [email protected] www.macquariegoodman.com

Macquarie Goodman

Issue Price 4.

Nil on issue of options.

Purpose of the Issue 5.

Remuneration of overseas staff.

6. Security Holder Approval

Securityholder approval for the issue of options is not required. However, Securityholder approval may be sought at the next Annual General Meeting so that the issue of the options does not count towards the 15% limit under Listing Rule 7.1.

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

Yours faithfully

Carolyn Scobie Company Secretary

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