GOODMAN GROUP — Capital/Financing Update 2008

Nov 10, 2008

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS

11 November 2008

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

Dear Sir / Madam,

Goodman Group – Revised Appendix 3B

We refer to the Appendix 3B lodged on 29 October 2008 and attach a revised Appendix 3B to reflect the number of securities allotted today under the Institutional Placement, Institutional Entitlement Offer and for early acceptances under the Retail Entitlement Offer (refer to item 7).

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 | info-au@goodman.com | www.goodman.com Goodman International 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

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

Goodman Group

ACN

Goodman International Limited ACN 000 123 071 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).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to 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)	Ordinary stapled securities (Securities)
	255,000,000 Securities under the Institutional Placement. Up to 806,444,020 Securities under the Accelerated Non-renounceable Entitlement Offer (subject to the reconciliation of securityholder entitlements).
	Fully paid ordinary stapled securities Macquarie Bank Limited have agreed to act as a sub-underwriter in respect of the Entitlement Offer and, pursuant to the Voluntary Escrow Agreement, to the extent that they subscribe for new Securities then they will hold under escrow the lesser of that number of securities subscribed for and that number of securities equal to $70 million divided by the Issue Price, for 6 months after the Retail Entitlement Offer Allotment Date.

• See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

4 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 • 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	The new Securities rank equally with the existing Securities of Goodman Group (GMG). Securities issued under the Institutional Placement are not entitled to participate under the Entitlement Offer.	The new Securities rank equally with the existing Securities of Goodman Group (GMG). Securities issued under the Institutional Placement are not entitled to participate under the Entitlement Offer.
	$0.90 per Security
	The proceeds of the issue will be used to repay debt, for working capital and to acquire from Macquarie Bank Limited their interest in the MGA Joint Venture (ex Japan).
	11 November 2008 under the Institutional Placement (255,000,000 Securities), the Institutional Entitlement Offer (659,160,529 Securities) and for valid acceptances that have been received by the First Retail Closing Date under the Retail Entitlement Offer (6,567,602 Securities). 26 November 2008 under the Retail Entitlement Offer.
	Number	+Class
	2,778,888,043	Ordinary Stapled Securities
	Number	+Class
	102,778,945	Options over Ordinary Stapled Securities

10 Dividend policy (in the case of a Refer to section 4 above trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (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 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 20 Names of any underwriters	No
	Non-renounceable
	0.47 new Securities for every 1 Security held as at theRecordDate
	Fully paid ordinary stapled securities
	7.00pm (Sydney time) on 29 October 2008
	No
	Where fractions arise in the calculation of Securityholders’ entitlements under the Entitlement Offer they will be rounded up to the nextwhole number of the newstapled securities.
	All countries other than Australia and New Zealand and any other jurisdictions agreed to offer into.
	28 October 2008 (Institutional Entitlement Offer) 6 November 2008 (Early Retail Offer Close) 21 November 2008 (RetailOfferClose)
	J.P. Morgan Australia Limited Macquarie Capital Advisers Limited

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

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 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance 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 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)?	J.P. Morgan will be paid a management fee equal to 0.75% of the Offer Proceeds. The underwriters will be paid an underwriting fee of 3% of the Offer Proceeds (other than the amount contributed by Macquarie Bank Limited under a sub-underwriting arrangement with the Underwriter).
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Entitlement and Acceptance Form together will be sent on 30 October 2008.
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• 33 +Despatch date

Refer to Item 7 of this Appendix 3B

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a)[Securities described in Part 1 ]

• (b)[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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000

• 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37[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

• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

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

• 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

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

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• 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 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 +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 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.

• 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 ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 11 November 2008 (Company Secretary)

Print name: Carl Bicego

NOT FOR DISTRIBUTION INTO THE UNITED STATES OR TO UNITED STATES PERSONS

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)). Securities may not be offered or sold in the United States or to U.S. persons unless the securities have been registered under the U.S. Securities Act or an exemption from registration is available.

• See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003