GOODMAN GROUP — Capital/Financing Update 2006

Jul 23, 2006

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 177/96. Origin: Appendix 5. Amended 177/98, 179/99, 177/2000, 30/9/2001, 11/3/2002, 171/2003.

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

• 5.548.357
• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• $\mathbf{3}$ 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 stapled securities the subject of this announcement rank equally with the existing ordinary stapled 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 rank equally, other than in relation to the next dividend, distribution or interest payment
5.	Issue price or consideration	\$5.10 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 to Goodman Holdings Pty Ltd following approval of the issue at the meeting of Securityholders on 21 July 2006. The initial allocation (subject to Securityholder approval) was made under the Institutional Placement to partly fund the acquisition of Eurinpro International SA announced on 26 May 2006.
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	24 July 2006
		Number	+ Class
8	Number and class of all securities quoted on ASX (including the securities in clause 2 if applicable)	1,624,374,933	Ordinary Stapled Securities
		Number	+ Class
9.	Number class οf all and 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

• $11$ Is security holder approval required?
• $12²$ Is the issue renounceable or nonrenounceable?
• Ratio in which the "securities will 13 be offered
• $14$ ⁺Class of ⁺securities to which the offer relates
• 15 *Record date to determine entitlements
• Will holdings on different registers 16 (or subregisters) be aggregated for calculating entitlements?
• 17 Policy for deciding entitlements in relation to fractions
• 18 Names of countries in which the entity has "security holders who will not be sent new issue documents

Note: Security bolders 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
• 20 Names of any underwriters
• 21 Amount of any underwriting fee or commission.
• 22 Names of any brokers to the issue
• 23 Fee or commission payable to the broker to the issue

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

⁺ See chapter 19 for defined terms.

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

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 or
documents

• 35
• 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

$(b)$

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 securities in clause 38)

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ quote the *securities on any conditions it decides.
• $\overline{\mathcal{L}}$ We warrant the following to ASX.
• 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 ٠ *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.

• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any 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:		,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
	(Company Secretary)	24 July 2006

Print name: Carolyn Scobie

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$\overline{\text{+ See chapter 19 for defined terms.}}$