GOODMAN GROUP — Capital/Financing Update 2006

Mar 1, 2006

ASX Release - Macquarie Goodman Group ("Macquarie Goodman")

Macquarie Goodman expands NZ LPT to \$1 billion

Date: 2 March 2006 Release: Immediate

Macquarie Goodman is pleased to announce that it has entered into a conditional agreement to sell a portfolio of high quality industrial and business space property ("Acquisitions") to NZX-listed Macquarie Goodman Property Trust ("MGP") for a total value of NZ\$318.2 million.

Macquarie Goodman's Chief Executive, Greg Goodman said, "This is an excellent transaction for both Macquarie Goodman and MGP. MGP's Unitholders have the opportunity to acquire a high quality portfolio at an attractive yield, which will enhance MGP's scale and take the total portfolio to in excess of NZ\$1 billion. For Macquarie Goodman's Securityholders, this transaction provides an efficient recycling of capital together with the additional value generated through the expansion of its funds management and property services platform."

The Acquisitions, to be sold by Macquarie Goodman and Highbrook Development Limited ("HDL"), comprise:

• $\rightarrow$ assets currently owned by MGQ (MGP to acquire a 100% interest);
• $\rightarrow$ Highbrook Business Park Stage One, East Tamaki (MGP to acquire MGQ's 75% interest): and
• $\rightarrow$ completed or commenced developments in which MGP already owns 50%.

The Acquisitions are at a price based on independent valuations and represent a weighted average capitalisation rate of 8.2% (further details of the Acquisitions are set out in Schedule 1).

To fund the Acquisitions, MGP will undertake an Institutional Placement to raise NZ\$112.7 million, introduce a Unit Purchase Plan and provide a direct allotment to Macquarie Goodman of approximately NZ\$48 million of MGP units. This allotment will retain Macquarie Goodman's significant cornerstone investment in MGP of around 30%.

The Institutional Placement will be conducted by way of a book-build with a price range of NZ\$1.16 to NZ\$1.20 per MGP unit. Macquarie Goodman has agreed to take its direct allotment at the greater of NZ\$1.19 per MGP unit or the book-build clearance price. The Institutional Placement has been fully underwritten by Macquarie Equities New Zealand.

The Chairman of Macquarie Goodman's New Zealand business, Hon. Jim McLay said, "The primary benefits of the transaction to MGP's Unitholders include improving the quality and tenure of MGP's portfolio, increasing MGP's total assets to over NZ\$1 billion and importantly, assisting in a projected increase in distributions per unit to NZ10.2 cents, which is a 3.4% increase over the projection for FY06."

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

Mr Goodman commented that, "This is another important step in augmenting MGP's position as New Zealand's leading industrial and business space provider. The transaction will rank MGP as New Zealand's second largest listed property group, increasing investor awareness and enhancing MGP's trading liquidity."

He added, "We are also pleased to be able to offer MGP the first stage of Highbrook Business Park which is being developed by HDL. We are positioning Highbrook Business Park to be a leading industrial and business space estate which will provide a source of high quality investment product for MGP over the medium term."

Whilst approval from Macquarie Goodman's Securityholders is not required, the Acquisitions and Institutional Placement are subject to approval by MGP's Unitholders. A meeting of MGP's Unitholders has been scheduled for 22 March 2006 to consider the resolutions. A Notice of Meeting and Explanatory Memorandum with full details of the transaction and required resolutions together with an independent appraisal report from the independent expert, Deloitte Corporate Finance, will be dispatched to MGP's Unitholders on 7 March 2006.

The transaction is also subject to Overseas Investment Office approval.

A copy of the MGP NZX announcement and presentation in regard to this transaction is also attached.

For further information, please contact Macquarie Goodman:

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

Schedule 1

The Acquisitions

Property	Net lettable area (som)	Interest acquired	Acquisition price	Market cap rate	WALE ®
			(NZSM)		m.
Millennium Centre, Phase II, Greenlane (1)	19,903	100%	72.90	8.25%	5.40
Viaduct Corporate Centre, Auckland (2)	30,996	50%	44.69	7.86%	9.70
Air New Zealand House, Auckland	15,585	100%	55.00	8.00%	11.10
Wiri Woolstore, Manukau (1)	67,248	100%	46.75	8.50%	1.20
Total MGQ owned assets	133,732	100%	219.34	8.14%	6.93
Highbrook Business Park, Stage 1, East Tamaki	75,122	75%	74.14	8.11%	7.90
$ {\sf Westney}$ Industry Park, Multi-units, Mangere $^{\text{\tiny(1)}}$	15,586	50%	7.25	9.25%	3.00
The Gate Industry Park, Winstone Wallboards, Penrose	7,334	50%	5.90	8.00%	14.80
Savill Link, Furniture City, Otahuhu	7,543	50%	4.68	8.00%	9.54
Westney Industry Park, DTC, Mangere	7,350	50%	4.05	8.75%	12.00
Savill Link, Multi-units, Otahuhu 07	3,912	50%	2.85	8.00%	5.07
Total co-owned developments	41,725	50%	24.73	8.66%	8.51
Total acquisitions	250,579		318.20	8.17%	7.27

⁽¹⁾ The Acquisitions reflect a number of properties that have recently completed or are currently under development, either 100% in Macquarie Goodman's own right or on a 50/50 basis with MGP. To the extent that the properties are being developed on an uncommitted basis, Macquarie Goodman will provide a rental guarantee to MGP at market rental for up to two years.

⁽²⁾ MGP is acquiring 50% of the shares in Balmon Holdings Limited which owns Viaduct Corporate Centre, Auckland. Viaduct Corporate Centre consists of the Vodafone, KPMG and Microsoft Buildings.

⁽³⁾ Weighted average lease expiry as at 31 March 2006.

NZX Release - Macquarie Goodman Property Trust ("MGP")

MGP announces proposed expansion to \$1 billion

Date: 2 March 2006 Release: Immediate

The Directors of Macquarie Goodman (NZ) Limited ("MGNZ"), the manager of MGP, today announced a proposal to expand and enhance MGP's asset base through the acquisition of a portfolio of high quality industrial and business space properties for \$318.2 million ("Acquisitions").

MGNZ's Chairman, Hon. Jim McLay, said, "The primary benefits to Unitholders of the transaction include improving the quality and tenure of MGP's portfolio, increasing MGP's total assets to over \$1 billion and, importantly, producing increased distributions."

The Acquisitions will enhance MGP's position as New Zealand's premier industrial and business space property group and rank it as the second largest listed property trust and one of the top 25 entities on New Zealand Exchange ("NZX").

The Acquisitions, to be acquired from Macquarie Goodman Group ("MGQ") and its subsidiaries, comprise:

• assets currently owned by MGQ (MGP to acquire a 100% interest);
• Highbrook Business Park Stage One, East Tamaki (MGP to acquire MGQ's 75% interest $(1)$ ; and
• completed or commenced developments in which MGP already owns 50%. $\overline{\phantom{0}}$
• $(1)$ Property is currently owned by Highbrook Development Limited, which is 75% owned by MGQ and 25% owned by the nominee company of the estate of Sir Woolf Fisher. The estate is to retain its 25% interest. Contract Contract State $\sim 10^{11}$

The Acquisitions are at a price based on independent valuations and represent a weighted average capitalisation rate of 8.2%. (Further details of the Acquisitions are set out in Schedule 1).

John Dakin, Chief Executive Officer of MGNZ, said, "Over the past year, MGNZ has continued to deliver its strategy for MGP of acquiring premium properties, progressing the development pipeline and introducing and retaining high calibre customers. The

The Acquisitions represent an opportunity to further implement this strategic approach with the introduction of a large scale portfolio of premium sector specific properties that would otherwise be difficult to replicate in one transaction."

nzx release Macquarie Goodman

(NZ) Limited

Level 3, Q & V Building 203 Oueen Street Auckland Central PO Box 90940 Auckland Mail Centre

Telephone +64 9 375 6060 Facsimile +64 9 375 6061 info@macquariegoodman.co.nz www.macquariegoodman.com

To partly fund the Acquisitions, MGNZ will undertake an Institutional Placement to raise \$112.7 million and a Unit Purchase Plan ("UPP") which will be available to all eligible Unitholders. The balance will be funded via new debt and a direct allotment of approximately \$48 million of MGP units ("Units") to MGQ, which will retain a significant cornerstone investment in MGP.

Transaction Benefits

The transaction is a unique opportunity to acquire a large scale, high quality portfolio of industrial and business space assets at an attractive yield. It represents a significant milestone in MGP's evolution and delivers a number of benefits to Unitholders including:

• significantly improving the quality, lease expiry profile, occupancy, tenure and average age of MGP's portfolio, while maintaining a conservative weighting to development activities;
• increasing MGP's weighting in the NZX Property index from 12.9% to 17.0%, position in the NZSX50 market index from 29th to 23rd and eligibility for inclusion in global indices such as the Morgan Stanley Capital Index; and
• contributing to a projected increase in the annual gross distribution per Unit to 10.20 cents for the financial year ending 31 March 2007 (up 3.4% on FY06), while maintaining MGP's gearing within its target range of 35% to 40%.

Chief Executive Officer of MGQ, Gregory Goodman, commented that, "This is another important step in augmenting MGP's position as New Zealand's leading industrial and business space provider. The transaction will rank MGP as New Zealand's second largest listed property group with total assets set to exceed \$1 billion. This will in turn increase investor awareness and enhance MGP's trading liquidity."

The Acquisitions are consistent with MGP's investment strategy and provide the following portfolio enhancements:

• introduction of several high calibre customers such as Air New Zealand, Exel, New Zealand Post and Vodafone;
• $-$ increase in weighted average lease expiry from 4.7 years to 5.7 years (up 21.3%);
• greater than 58% of leases expiring in 2010 or beyond; and -
• $-$ no year with an income expiry of 17% or more.

"We will continue to apply our proven Customer Service Model to the Acquisitions with intensive portfolio management, active development management and a customercentric approach," Mr Dakin said.

(NZ) Limited

Level 3, Q & V Building 203 Oueen Street Auckland Central PO Box 90940 Auckland Mail Centre

Telephone +64 9 375 6060 Facsimile +64 9 375 6061 info@macquariegoodman.co.nz www.macquariegoodman.com

Macquarie Goodman

He added, "The FY07 projected distribution of 10.2 cents per Unit, which reflects a 3.4% increase over the FY06 projection, is a testament to the ability of our team to increase earnings through organic growth in the underlying portfolio together with the quality of the proposed Acquisitions."

In addition to the transaction, MGP announced:

• upward property revaluations of \$27.5 million resulting in an increase in net tangible assets per Unit from \$1.06 to \$1.13; and
• the implementation of a package of corporate governance amendments to further demonstrate MGNZ's commitment to corporate governance.

Issue of New Units

The Institutional Placement has been fully underwritten by Macquarie Equities New Zealand. The issue price of the Units will be determined via a book-build process on 2 and 3 March 2006. The new Units will rank pari passu with existing Units and will qualify for distributions from 1 April 2006.

The introduction of the UPP offers Unitholders the opportunity to participate in MGP's growth. Unitholders on the register as at 17 March 2006 with a registered address in New Zealand may acquire up to \$5,000 of Units at no more than the issue price of the Institutional Placement. Further information regarding the UPP will be sent to Unitholders shortly.

The Units issued to MGQ as part consideration for the Acquisition will be issued at the higher of \$1.19 or the book-build price.

"MGQ remains committed to its strategic investment in MGP and will maintain its interest of between 25% and 30% of issued Units following the transaction," Mr Goodman said.

A trading halt on the Units is in place on NZX and will continue for two business days, unless terminated earlier. a kacamatan I $\sqrt{1+\epsilon}$ , $\sqrt{1+\epsilon}$ $\sim$ $\frac{1}{2}$

Corporate Governance Package

MGNZ has implemented a package of corporate governance amendments to the Trust Deed ("Corporate Governance Package") which demonstrates MGNZ's continued commitment to corporate governance. These amendments address areas of difference between the laws governing NZX listed companies and NZX listed property trusts.

Macquarie Goodman (NZ) Limited

Level 3, Q & V Building 203 Queen Street Auckland Central PO Box 90940 Auckland Mail Centre

Telephone +64 9 375 6060 Facsimile +64 9 375 6061 info@macquariegoodman.co.nz www.macquariegoodman.com

$\mathcal{L}{\mathcal{A}}$ , and $\mathcal{L}{\mathcal{A}}$

Implementation of the Corporate Governance Package will mean that:

• MGNZ will be required to convene an annual Unitholders' meeting;
• Unitholders will have the right to propose resolutions for any Unitholders' meeting; and
• the required threshold for Unitholders to convene Unitholders' meetings will be reduced to 5% from 10%.

These initiatives are in addition to MGNZ having a majority of Independent Directors.

Approvals

The transaction is subject to Unitholder approval to be sought at a meeting on 22 March 2006. A notice of meeting with full details of the transaction and required resolutions together with an independent appraisal report from the independent expert. Deloitte Corporate Finance, will be dispatched to Unitholders on 7 March 2006. Unitholders may vote in person or by proxy with the record date for determining eligibility to vote at the meeting being 21 March 2006.

The transaction is also subject to Overseas Investment Office approval.

Final Quarterly Distribution

MGNZ confirms that MGP's final distribution for the quarter ending 31 March 2006 will be 2.465 cents per Unit comprising cash of 2.243 cents per Unit and imputation credits of 0.222 cents per Unit.

The record date for this distribution is 17 March 2006 and the payment date is 7 April 2006. New Units issued under the Institutional Placement, UPP and issue to MGQ will be allotted after the record date and will not be entitled to the final quarterly distribution. The new Units will accrue distributions from 1 April 2006.

MGP's distribution reinvestment plan ("DRP") will be suspended in respect of the third quarter distribution to be paid on 17 March 2006 as well as the fourth quarter distribution. The DRP will resume for the first quarter distribution of the next financial year, which encompasses the three months ending 30 June 2006.

The independent directors of MGNZ consider the transaction to be in the best interests of MGP and Unitholders and have unanimously recommended that Unitholders vote in favour of the resolutions to be put to the meeting on 22 March 2006.

(NZ) Limited

Level 3, Q & V Building 203 Oueen Street Auckland Central PO Box 90940 Auckland Mail Centre

Telephone +64 9 375 6060 Facsimile +64 9 375 6061 info@macquariegoodman.co.nz www.macquariegoodman.com

For further information, please contact MGNZ:

John Dakin

Chief Executive Officer Macquarie Goodman (NZ) Limited Tel: +64 9 375 6063 Mobile: +64 21 321 541

David van Aanholt

Chief Executive Officer - Australia Macquarie Goodman Group +61 2 9230 7400 Tel:

Attachments:

Presentation relating to the Acquisitions and Institutional Placement Notification of distribution in accordance with appendix 7 of the NZX Listing Rules

(NZ) Limited

Level 3, Q & V Building 203 Queen Street Auckland Central PO Box 90940 Auckland Mail Centre

Telephone +64 9 375 6060 Facsimile +64 9 375 6061 info@macquariegoodman.co.nz www.macquariegoodman.com

Schedule 1

The Acquisitions

Property	Net lettable area (som)	Interest acquired	price (SM)	Acquisition Market cap 17 H G	WALE®
Millennium Centre, Phase II, Greenlane (1)
	19,903	100%	72.90	8.25%	5.40
Viaduct Corporate Centre, Auckland (2)	30,996	50%	44.69	7.86%	9.70
Air New Zealand House, Auckland	15,585	100%	55.00	8.00%	11.10
Wiri Woolstore, Manukau (1)	67,248	100%	46.75	8.50%	1.20
Total MGQ owned assets	133,732	100%	219.34	8.14%	6.93
Highbrook Business Park, Stage 1, East Tamaki	75,122	75%	74.14	8.11%	7.90
Westney Industry Park, Multi-units, Mangere (1)	15.586	50%	7.25	9.25%	3.00
The Gate Industry Park, Winstone Wallboards, Penrose	7.334	50%	5.90	8.00%	14.80I
Savill Link, Furniture City, Otahuhu	7,543	50%	4.68	8.00%	9.54
Westney Industry Park, DTC, Mangere	7,350	50%	4.05	8.75%	12.00I
Savîll Link, Multi-units, Otahuhu (1)	3,912	$50\%$	2.85	8.00%	5.07
Total co-owned developments	41,725	50%	24.73	8.66%	8.51
Total acquisitions	250,579		318.20	8.17%	7.27

⁽¹⁾ The Acquisitions reflect a number of properties that have recently completed or are currently under development, either 100% in Macquarie Goodman's own right or on a 50/50 basis with MGP. To the extent that the properties are being developed on an uncommitted basis, Macquarie Goodman will provide a rental guarantee to MGP at market rental for up to two years.

⁽²⁾ MGP is acquiring 50% of the shares in Balmon Holdings Limited which owns Viaduct Corporate Centre, Auckland. Viaduct Corporate Centre consists of the Vodafone, KPMG and Microsoft Buildings.

⁽³⁾ Weighted average lease expiry as at 31 March 2006.

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Presentation overview

• $\mathbf{1}$ . Introduction
• Acquisition overview and key benefits $\mathbf{2}$ .
• Acquisition portfolio overview 3.
• Offer and approvals 4.
• Appendices 5.

Introduction

• Macquarie Goodman Property Trust ("MGP") to acquire a high quality portfolio of industrial and business space properties from Macquarie Goodman Group ("MGQ") for \$318.2m
• Acquisition is consistent with MGP's strategy
• → Significantly enhance WALT, occupancy, customer covenants and average building age
• → Includes Highbrook Business Park Stage One assets and remaining 50% of certain co-owned developments scheduled to be completed within 15 months
• Funded by a \$112.7m private placement, the issue of up to \$48.3m of units to MGQ, a unitholder Þ purchase plan and new debt
• → MGQ to maintain its strategic stake at 25-30%
• Transaction accretive to EPU and DPU
• → Projected FY07 gross EPU/DPU of 10.2 cpu (FY07/FY06 growth of +3.4%)
• Increased scale and liquidity Þ.
• → Total assets to exceed \$1 billion and market capitalisation of \$644 million
• MGP also announcing Þ
• → Increase in NTA of 6.6% to \$1.13 (\$1.14 post transaction)
• A package of amendments to further enhance corporate governance

MGP's achievements

• When MGQ became the manager of MGP in December 2003, it intended to create New Zealand's leading industrial ≯ and business space LPT
• MGQ has assisted MGP's transformation via the application of MGQ's customer service model, access to $\ddot{\phantom{1}}$ acquisition and development opportunities and a focus on corporate governance
• » In excess of \$300 million quality acquisitions / developments sourced for MGP (before current acquisitions)
• Following the proposed transaction, initial goal has been delivered ≯
• ⁴⁹ High quality investment portfolio with total assets in excess of \$1 billion
• » Top 25 NZX group and eligible for global indices such as the Morgan Stanley Capital Index

December 2003	April/May 2004	March 2005	March 2006
MGNZ commences management of Colonial First State Property Trust and repositions as MGP	Co-ownership agreement with MGQ \$20.9m placement and acquisition of \$59m portfolio	Acquisition of \$304m portfolio creating New Zealand's largest industrial property group Acquired 50% of development land securing ongoing development pipeline	Acquisition of \$318.2m portfolio taking total assets >\$1 billion and creating New Zealand's second largest LPT

MGP's achievements

• During this period Unitholders have enjoyed strong annual total returns of 22.9% ≯
• Outlook for MGP remains strong with organic growth potential via MGP/MGQ development pipeline
• MGQ remains strongly aligned with Unitholders via its substantial MGP stake and performance fee structure

MGP total return v NZX 50 index

Key metrics since repositioning¹

Corporate governance

• MGP is committed to developing a corporate governance regime which is in the best interests of Unitholders Þ.
• Currently the only LPT with a majority of independent directors on the board
• Alignment of the interests of MGNZ and Unitholders via strategic investment and performance fee structure
• Independent directors are expected to invest 50% of their remuneration in MGP units
• ▶ MGP and MGNZ have different auditors
• To further enhance MGP's corporate governance regime, the following amendments have been made Þ.
• ▶ MGP is required to hold annual Unitholder meetings
• Threshold for unitholders to convene a meeting has been reduced from 10% to 5% of Unitholders

• Unitholders given the right to raise business at Unitholder meetings

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Acquisition summary

• High quality portfolio with majority of ▶ buildings being brand new (or yet to be completed^a)
• Acquisition substantially improves portfolio metrics
• Asset type diversity maintained

Asset diversity post acquisition^b

Azabethon E PART Electron Electification Total assets (\$m) $687^2$ 318 $1,004^3,4$ $8.9$ Cap rate $(\%)^4$ $8.2$ $8.7.$ $-4.7$ WALT (years) $4$ $7.3$ $5.7$ Occupancy (%) 4 $97.1$ $-100.0$ 98.1

• ¹ Pro forma
• ² Post revaluations
• ³ Forecast 31 March 2007. Pro forma total assets post acquisition are not \$1,005m as a notional interest charge on deferred settlement amounts (\$1m) is expensed rather than forming part of total assets
• ⁴ Excluding development land and including MGQ underwrite

a Vendor to retain development risk in relation to commenced developments

^b Forecast asset diversity at March 2007, post development completion, scheduled capital expenditure and additional forecast acquisitions

Improves earnings / distributions

• ▶ Acquisitions provide EPU/DPU accretion forecast FY07 gross DPU 10.2 cpu (+3.4% from FY06)
• Increases NTA from \$1.13¹ to \$1.14
• ▶ Pro forma gearing of 38% remains in middle of MGP's target range (35-40%)

Gross DPU analysis

¹ MGP today announced an increase in net tangible assets per unit from \$1.06 to \$1.13

Enhanced lease expiry profile

• WALT increases significantly from 4.7 to 5.7 years (+21.3%) ▶
• Increases occupancy from 97.1% to 98.1% ▶
• Lease expiry profile enhanced ▶
• $\blacktriangleright$ No more than 17% of leases¹ expiring in any calendar year
• Greater than 58% of leases¹ expiring in 2010 or beyond

Lease expiry profile analysis

Quality customers

Introduction of high quality customers to MGP's portfolio including Air New Zealand, Exel, New Zealand Post $\blacktriangleright$ and Vodafone

Top 10 customers (by income)¹

¹ Excludes MGQ underwritten rental

Enhanced scale

• ▶ Further enhances MGP's position as the dominant industrial property group on NZX

• Total assets of >\$1 billion provides critical size enhancing future access to capital

• → MGP expected to become the second largest NZ LPT by market capitalisation
• ▶ NZX Property Index weighting increases from 12.9% to 17.0%
• → Consolidate MGP's position in the NZX 50 index at position 23 (up from 29)
• ▶ Following the transaction, MGP is expected to be eligible for inclusion in the MSCI index

Market capitalisation (NZ\$m)

• MGP to acquire a portfolio comprising: $\ddot{\phantom{1}}$
• » Assets currently owned by MGQ
• » Highbrook Business Park Stage One
• » Developments currently co-owned with MGQ
• \$108.5 million of consideration deferred for up to 15 months to coincide with development capital expenditure or $\ddot{\phantom{1}}$ agreed acquisition terms
• Acquisitions scheduled to settle on 31 March 2006 subject to Overseas Investment Office approval which may be $\blacktriangleright$ obtained earlier

Summary of acquisitions	INTER	Delegicial	R okie	Indreamers
	ZAILSHOL	Railement	acquisition	ERATION
	Ruill	ETTER	A SHIFT
MGQ owned assets	47.5			100% 1
Highbrook Business Park Stage One		34 O
Developments co-owned with MGP.			24.7	100%
Total package	209.7	108.5	3132

¹ Excludes KPMG, Vodafone and Microsoft buildings which will be held 50% by MGP and 50% by trusts associated with Newcrest Developments ² Remaining 25% to be held by Fisher Highbrook Ltd

EXCLEMENT	DA Adali II da a	Acquitsition PAGE (SID)	Mark a CHILLER	WALE 1973143	PARCINE CIGE
Millennium Centre, Phase 2.	100%	72.9	8.25%	$5.4 -$	$-49.9\%$
KPMG, Vodafone and Microsoft buildings	$50\%$ 1	44.7	7.86%	:9.7	$-0.0\%$ :
Air New Zealand House	100%	55.0	$8.00\%$	11.1.	$\backslash 0.0\%$ .
Wiri Woolstore	100%	46.8	8.50%	1.2	29.5%
Total acquisitions from MGQ	100%	24933	8.44%	6R)	21.1%
Highbrook Business Park Stage One	76596	744	8.11%	749	49.8%
Westney Industrial Park, Multi-units.	50%	$7.3 -$		$\sim$ 9.25% and 3.0 $\sim$	$76.4\%$
The Gate Industry Park, Winstone Wallboards	50%	.5.9	$8.00\%$	$\sim$ 14.8 $\cdot$	$0.0\%$
Savill Link, Furniture City	.50%	$4.7 -$	$8.00\%$		$9.5 - 0.0\%$
Westney Industry Park	50%	4.0	8.75%	$-12.0$ .	$-0.0\%$
Savill Link, Mulit-units	50%	2.9 1	8.00%	5.1	60.8%
Total co-owned developments	50%	24 Ja	$8.63\%$	NG	33.8%
រសិនា កែឲស្រីប		8182	84123	74.GU	21 734

¹ Investment is 50% of the shares in Balmon Holdings Limited, the remaining 50% held by trusts associated with Newcrest Developments

Noles

Accidentar overiew

Acquisitions from MGQ

Highbrook Business Park Stage One

Acquisition of 100% of stabilised assets from MGQ

Assets may have been developed, repositioned or improved by MGQ

MGP to acquire a 75% interest in Highbrook Business Park Stage One with remaining 25% retained by Fisher Highbrook

MGP acquires assets on 1 April 2006 and funds development capital to completion

• MGP pays / receives balancing payment on completion based upon a valuation as if completed (agreed indicative cap rate). Hence, MGP not exposed to development risk

MGQ to provide running yield on capital drawn down at asset's indicative yield and provide certain partial rental guarantees from completion

Acquisition of remaining 50% of certain properties currently held by MGQ given customer precommitment or construction is nearing completion

MGP pays / receives balancing payment on completion based upon a valuation as if completed (agreed indicative cap rate). Hence, MGP not exposed to development risk

• MGQ to provide running yield on capital drawn down at asset's indicative yield and provide certain partial rental quarantees from completion

Acquisitions further enhances MGP's presence in key industrial markets throughout Auckland ٠

Major acquisitions in the portfolio include:

• Highbrook Business Park Stage One
• Millennium Centre, Phase 2
• Air New Zealand House
• Wiri Woolstore Þ.
• ▶ KPMG, Vodafone and Microsoft Buildings, Viaduct Harbour

Highbrook Business Park Stage One

• Located 18km from Auckland's CBD and soon to be connected directly to the Southern Motorway, Þ. Highbrook Business Park is intended to be developed into a world class business park
• ▶ Covering 153 hectares and with capacity to develop 550,000 sqm of premium quality commercial and industrial space, Highbrook Business Park is set to become a major Auckland business hub

Highbrook Business Park Stage One

• Stage One contains five separate sites ×
• Total NLA 75,122 sqm

Kay Kansion de S	ANG EGIL	LEGERS AND REAL BIOD'S
Exel	34,655	$\sqrt{3}$ an 2011
New Zealand Post	$-17,718$	May 2019
McPhersons Consumer Products	8.042	June 2015

New Zealand Post

Exei

McPherson's Consumer Products

Millennium Centre, Phase 2

Location: Great South Road, Greenlane Net lettable area: 19,903sqm Practical completion: Completed Acquisition price: \$72.9 million (100% interest) Valuation capitalisation rate: 8.25% Occupancy: 100% (inc 49.9% MGQ underwrite) Key customer: American Express International WALT: 5.4 years Ownership: Freehold

Air New Zealand House

recoverable from customer

Location: Fanshawe Street and 95-99 Beaumont Street, Auckland Net lettable area: 15,585sqm Practical completion: July 2006 Acquisition price: \$55.0 million (100% interest) Valuation capitalisation rate: 8.00% Occupancy: 100% Key customer: Air New Zealand WALT: 11.1 years Ownership: Leasehold - ground rent fully

Wiri Woolstore

Location: 44 Dalgety Drive, Manukau, Auckland Net lettable area: 67,248 sqm Practical completion: Completed Acquisition price: \$46.8 million (100% interest) Valuation capitalisation rate: 8.50% Occupancy: 100% (inc 29.5% MGQ underwrite) Key customers: Warehouse Stationery, NZI Transport WALT: 1.2 years Ownership: Freehold

KPMG, Vodafone and Microsoft Buildings

Location: 18-22 Viaduct Harbour Avenue. Auckland

Net lettable area: 31,236 sqm

Practical completion: August 2006

Acquisition price: \$44.7 million (50% interest in Balmon Holdings Limited)

Valuation capitalisation rate: 7.86%

Occupancy: 100%

Key customers: Vodafone, KPMG, Microsoft

WALT: 9.7 years

Ownership: Leasehold – ground rent fully recoverable

Funding

• Private placement of \$112.7 million pricing via a book build underwritten by MENZL ≯
• \$48.3 million of Units to MGQ at the higher of \$1.19 and the book build price ≯
• » If significant demand exists MGQ may reduce the number of units it receives slightly but maintain its stake within the range of 25-30%
• Unit Purchase Plan ("UPP") provides all Unitholders the right to acquire up to \$5,000 of Units at a price no higher ≯ than the book build price

Sources of ands	A TIIB
Private placement	112.7
Proceeds from issue to MGQ
Debt	149.2
Total sources of funds	292292

Application of funds
Acquisitions from MGQ
Issue and other transaction costs
Total application of funds

The Offer MAGGAZET

ender
1970
1970
1970

Nacqua

Amount raised: \$112.7m via a private placement¹

Pricing: Book build process with an underwritten floor of \$1.16

Ranking: New units will rank pari passu from allotment and will accrue distributions from 1 April 2006 (i.e. do not receive December 05 and March 06 distributions)

Yield: The FY07 gross distribution yield for the new units is projected to be 8.8%³ (100 bps above peer average)

UPP: All Unitholders resident in New Zealand on the register as at 17 March are eligible to participate in the UPP (up to \$5,000)

» Further details to be sent to eligible Unitholders on or before 24 March

onstrum
\$1.24 / \$1.24 5 day VWAP / 10 day VWAP
6.2% / 6.4% sissue discount to 5 day VWAP / 10 day VWAP 2
\$0.043 Accrued distribution entitlement 3
Issue discount to adjusted 5 day VWAP / 10 day VWAP 2 $2.8\%$ / 3.0%
FY07 EPU/DPU yield 2 $.8.8\%$
97.2m 1 No. of New Units

¹ Subject to demand, MGQ may accept a lower proportion of MGP scrip allowing an additional \$29.1 million of New Units to be issued under the conditional placement

² Assuming an issue price for new units under the offer of \$1.16

³ Represents two quarters of distributions to be paid pre allotment of the New Units

The Offer

MGP unit price (\$)

• Underwritten floor of \$1.16 is attractive compared with historical price performance → 3.0% discount to 10 day VWAP of \$1.237

Source: Bloomberg, MRE estimates. Assuming an issue price for new units under the offer of \$1.16

Approvals required

• Acquisition and capital raising is subject to Unitholder approval
• Two interdependent resolutions to be approved by Unitholders
• Transaction remains subject to Overseas Investment Office ("OIO") approval
• Annual renewal of co-ownership arrangements will also be sought at the meeting

Resolutions to be put to Unitholders

Deserbibit	Rodina And Chiliyes	Broughons
Acquisitions from MGQ and Highbrook Developments Limited	50%	MGQ and MGNZ
2 Private placement	:50%	Institutions participating in placement, MGQ and MGNZ
Approval of ongoing co-ownership agreements	50%	MGQ and MGNZ

Timetable

Theseber PANG
11am Thursday 2 March Offer opens 2
Offer closes 12pm Friday 3 March 3
Dispatch Notice of Meeting and Explanatory Memorandum. 7 March
Unitholder meeting to approve acquisitions and capital raising 22 March
Settlement and allotment of new units 4 31 March
Trading on NZX of new units 3 April

¹ Dates are indicative only and may change

² The offer is only open to:

a) In New Zealand, persons whose principal business is the investment of money or who, in the course of and for the purpose of their business, habitually invest money, or persons who subscribe and pay for a minimum of \$500,000 of New Units and otherwise satisfy section 3(2)(a)(iia) of the New Zealand Securities Act 1978; and

b) in Australia, persons who are "wholesale clients" under section 761G of the Australian Corporations Act 2001.

³ Issuer reserves the right to close the offer earlier

⁴ Subject to OIO approval of acquisitions expected 31 March but may be obtained earlier

Transaction summary

• MGP is to significantly expand through \$318 million acquisition of a high quality industrial and business space portfolio

• Institutional placement of \$112.7 million and issue of \$48.3 million of units to MGQ

• ▶ Acquisition is consistent with MGP's strategy

Includes Highbrook Business Park Stage One and remaining 50% of certain co-owned development assets

Transaction is accretive to EPU and DPU while significantly improving portfolio metrics Þ.

→ Projected FY07 EPU/DPU of 10.2 cpu (FY07/FY06 growth of +3.4%)

Increases WALT, improves expiry profile and reduces weighted average capitalisation rate of portfolio

• $\blacktriangleright$ Attractive FY07 yield of 8.8%¹ compares favourably to peers
• Reinforces MGP's position as New Zealand's premier industrial property group Þ.

Multi Units, Westney Industry Park, Mangere, Auckland

Purchase of 50% interest from MGQ

Address: Westney Road, Mangere, Auckland Market Cap Rate: 9.25% Acquisition Price: \$7,250,000

Practical Completion Date: March 2006

Rental Guarantee: \$588,428 (50% share)

Ownership: Leasehold (20 year ground lease with perpetual right to 20 year renewals. Ground rental 7% of agreed land value)

	Valchelica	CHICLE EI.		$x_{10}$
Toil International	1.000				Mar 2012
MGQ underwrite.	9.289				Mar 2008 .
Total	12.289	2,037	1,630	1.260

DTC, Westney Industry Park, Mangere, Auckland

Purchase of 50% interest from MGQ

Address: Westney Road, Mangere, Auckland

Practical Completion Date: October 2006

Market Cap Rate: 8.75%

Rental Guarantee: nil

Acquisition Price: \$4,050,000

Ownership: Leasehold (20 year ground lease with perpetual right to 20 year renewals. Ground rental 7% of agreed land value)

Furniture City, Savill Link, Otahuhu, Auckland

Purchase of 50% interest from MGQ

Address: Savill Drive, Otahuhu, Auckland Market Cap Rate: 8.00% Acquisition Price: \$4,675,000

Customer Details

Practical Completion Date: Completed

Rental Guarantee: nil

Ownership: Freehold

Furniture City				. .4U	Dct 2015
$i$ a	6,250	600	693	3,140

Multi Units, Savill Link, Otahuhu, Auckland

Purchase of 50% interest from MGQ Address: 118 Savill Drive, Otahuhu, Auckland Practical Completion Date: April 2006 Market Cap Rate: 8.00% Rental Guarantee: \$139,000 p.a. (50% share) Acquisition Price: \$2,850,000 Ownership: Freehold

	WARD NOTIFIED	$\bullet$ . The $\cdot$	0.7110101
Prepared Produce MGQ underwrite	283 2,129.				Jan 2016. May 2008
lotal.	3,412	500	443	500

Winstone Wallboards, The Gate Industry Park, Penrose, Auckland

Purchase of 50% interest from MGQ

Address: 373 Neilson Street, Penrose

Market Cap Rate: 8.00%

Acquisition Price: \$5,900,000

Practical Completion Date: Completed

Rental Guarantee: nil

Ownership: Freehold

Winstone Wallboards		0.01		2.563.	.
Total	7.000	334	4,310	2,563

Air New Zealand House, Fanshawe Street, Auckland

Purchase of 100% interest from MGQ Address: 95-99 Beaumont Street, Auckland City Practical Completion Date: June 2006 Market Cap Rate: 8.00% Rental Guarantee: MGQ underwrites nonrecoverable outgoings for 3 years Acquisition Price: \$55,000,000 Ownership: Leasehold (perpetual right of renewal with 5 and 7 year market reviews)

Customer Details

	OIIINT	ORIGIN
Air New Zealand Air New Zealand	.250		Jul 2018 ևք 2015
ுஷ	14.942	643.

37

Millennium Centre Phase 2, Great South Road, Green Lane, Auckland

Purchase of 100% interest from MGQ

Address: 600 Great South Road, Greenlane Market Cap Rate: 8.25% Acquisition Price: \$72,900,000

Practical Completion Date: Completed

Rental Guarantee: \$3,005,200 p.a. (100% interest)

Ownership: Freehold

Millennium Centre Phase 2, Great South Road, Green Lane, Auckland

EXPERIENCE	$\frac{1}{2}$ ETHIOR	$(0)$ $(1)$ Etime	Common	ENDE
Portable Plus	433		11	Feb 2012
American Express	2,135		75	Oct 2015
Life Pharmacy	-523 -		-20	Nov 2015.
APVC	834		25	Oct 2011
Remington	.385		12.	Feb 2015
Lollipops Educare	:380	524.	$-11$	Feb 2015
Marshall Software	-515		20	Jan 2015 -
Pharmacy Brands	1.005	30.	40	Nov 2014
$MWH$ .	2.946		-90.	Nov 2015.
Club VO 2		:387.	15.	⊹Jan 2012-
MGQ underwrite	9.806.		285	Mar 2008
noal	18.962	949	604

Wiri Woolstore, 44 Dalgety Drive, Manakau, Auckland

Purchase of 100% interest from MGQ Address: 44 Dalgety Drive, Manakau, Auckland Practical Completion Date: Stabilised asset Market Cap Rate: 8.50% Rental Guarantee: \$1,222,015 p.a. (100% interest) Acquisition Price: \$46,750,000 (subject to change) Ownership: Freehold

RESERVE	Tessiones (Son)	$= 100$
Warehouse Stationery	18,678	Jul 2007 -
Visy Board Recycling	4,527	Feb 2007.
Network Distribution	9,556	∴Various:
Southern Towing	2.094	Aug 2008
Fletcher Distribution	2.094	Dec 2006
NZL Transport	15,360	≅ Various
McQuoids Towing	6.968	Jun 2007:
MGQ underwrite	.7.971	Mar 2008
ពេកកោ	67,248

KPMG, Vodafone & Microsoft Buildings, Viaduct Harbour, Auckland

Purchase of 50% interest in Balmon Holdings Limited from MGQ

Address: 18-22 Viaduct Harbour Avenue, Maritime Square

Market Cap Rate: 7.86%

Acquisition Price: \$44,686,600

Practical Completion Date: August 2006

Rental Guarantee: \$975,900 p.a. underwrite from vendor (50% interest)

Ownership: Leasehold (20 year ground lease with

perpetual right to 20 year renewals. Combination of fixed and market ground rent reviews)

ROSSING	Fürgerde	Compacted Ma	BENGET	$= 10000$
Vodafone	13,686	234	-264	Apr 2017
KPMG	7.961		84	Dec 2018
Microsoft	2.875.		102	Jul 2015
Union café.		.400		May 2017
Venfor underwrite	4.334	1,446		Oct 2008
Total	28,856	2.3801	1.925

Highbrook Business Park Stage One, East Tamaki, Auckland

Purchase of 75% interest in Highbrook Development Limited

Address: Highbrook Business Park, East Tamaki, Auckland

Market Cap Rate: 8.11%

Acquisition Price: \$74,137,500

Customer Details

KESSON	NEXCHOW	ET OLST
New Zealand Post	May 2019 17.718
McPherson's	Jun 2015. 8,042
Exel	Jan 2011 - 34,655
MGQ underwrite	Jan 2009 ີ 10,065
MGQ underwrite	Nov 2008 4.642
Total	75.122

Practical Completion Date: Ranges from completed to June 2007

Rental Guarantee: \$1,203,761 (75% interest)

Ownership: Freehold

Taxation for foreign investors

• New Zealand LPT's deduct corporate tax from distributions and pass on imputation credits to Þ. investors
• Foreign resident investors are paid a cash "supplementary dividend" to the extent that the Þ. dividends are imputed
• Non resident withholding tax ("NRWT") is deducted at a rate of 15% on dividend and supplementary dividend income
• The supplementary dividend offsets NRWT payable to the extent of the dividend's percentage of imputation
• NRWT paid by foreign investors may deliver a tax credit against assessable Australian income¹ Þ.

¹ This does not constitute taxation advice. Outcomes may vary depending on individual circumstances and investors should seek their own independent legal and taxation advice before investing.

Disclaimer

This presentation has been prepared by Macquarie Goodman New Zealand Limited. 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 New Zealand currency unless otherwise stated.

MGQ does not guarantee units in MGP or any payments made in respect of units

Units in MGP have been approved for listing by New Zealand Exchange Limited, and will be quoted upon completion of allotment procedures. However, New Zealand Exchange Limited accepts no responsibility for any statement in this presentation.

2 March 2006