GOODMAN GROUP - Capital/Financing Update 2008

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30 October 2008

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

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

Dear Sir

Goodman Group (Goodman) – Accelerated Non-Renounceable Entitlement Offer

Further to Goodman’s announcements to the ASX of 28 and 29 October 2008, we enclose a copy of the Chairman’s Letter, How to Apply form, Entitlement and Acceptance form and the Management Presentation in relation to the retail component of the Entitlement Offer that was dispatched to Australian and New Zealand securityholders today. Only securityholders that were not offered an opportunity to participate in the institutional component of the Entitlement Offer may participate.

Please contact the undersigned if you have any queries regarding the above.

Yours faithfully

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Carl Bicego Company Secretary

Enc

This letter and accompanying materials do not constitute an offer to sell, or the solicitation of an offer to buy, any 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). Securities may not be offered or sold in the United States absent registration or an exemption from registration.

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 | [email protected] | 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

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

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30 October 2008

Dear Securityholder

Goodman Group – Non-Renounceable Entitlement Offer

On behalf of Goodman Group (Goodman or Group), it is my pleasure to invite you to participate in a fully underwritten 0.47 for one non-renounceable entitlement offer of Goodman stapled securities (New Securities) at an issue price of $0.90 (Entitlement Offer).

On 28 October 2008, Goodman successfully raised $833 million through the issue of New Securities at an issue price of $0.90 under an institutional placement (Placement) contributing $229.5 million and the institutional component of the Entitlement Offer contributing around $603.5 million. It is anticipated that the retail component of the Entitlement Offer will raise approximately $122 million. The Placement and Entitlement Offer form the offer (Offer) and are expected to raise a total of $955 million. Due to strong institutional investor support, the Offer was increased from the originally announced amount of $755 million to $955 million.

Goodman will use the proceeds of the Offer to reduce debt and increase funding capacity in order to strengthen Goodman’s balance sheet and position it for continued growth. Part of the proceeds of the Offer will also be used to acquire Macquarie Bank Limited’s (Macquarie) 50% interest in the Macquarie Goodman Asia joint venture (excluding Japan) (Acquisition). The Offer is part of a number of capital management and strategic initiatives being undertaken by the Group, including:

- conducting asset sales (both completed and expected) of approximately $500 million by 31 December 2008, which is consistent with the Group’s strategy to ensure the optimal allocation of capital;
- restructuring and strengthening Goodman’s Asian platform through the acquisition of Macquarie’s 50% interest in Macquarie Goodman Asia (excluding Japan) for $200 million; and
- setting more rigorous hurdles for any development starts on the Group’s balance sheet and within its managed funds, which management views to be prudent given the difficult operating environment facing real estate and capital markets.

In the current market, Goodman’s Board and management believe the Offer, capital management initiatives and Acquisition detailed above provide a number of benefits to Goodman, including:

- improvement of Goodman’s liquidity position, with $1.5 billion of available liquidity (before identified asset sales);
- increased debt covenant capacity with a significant reduction in proforma headline gearing to 35.0% from 39.9% at 30 June 2008, after taking into account recent adverse currency movements and before expected asset sales (32.6% after expected asset sales);
- streamlined Asian platform providing Goodman with the opportunity to capture 100% of the growth initiatives across Asia (excluding Japan); and
- funds from completed and expected asset sales of approximately $500 million will initially be used to increase liquidity and will provide Goodman with the flexibility to continue to recycle capital towards future growth opportunities.

Level 10, 60 Castlereagh Street Sydney NSW 2000 | GPO Box 4703 Sydney NSW 2001 Australia Tel 1300 723 040 | Fax +61 2 9230 7444 | [email protected] | 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

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Goodman’s Board and management have undertaken a detailed review of Goodman’s earnings in light of the guidance provided on 22 August 2008 and the subsequent material deterioration of the global financial markets since that time. Whilst it is difficult to provide earnings guidance in the current environment, the Board and management believe that a cautious approach is required. As such, assuming only known transactions, rental income and base management fees are received for the balance of the financial year, earnings per security would be 19.3 cents taking into account the equity raising and capital management initiatives. Given our cautious approach to earnings, Goodman intends to distribute 19.3 cents per security for the year ending 30 June 2009.

You will find enclosed with this letter a number of important documents, including:

- a management presentation dated 29 October 2008 (updating the presentation to the Australian Securities Exchange (ASX) of 28 October 2008, post the completion of the institutional offer) providing more information on Goodman, its capital management initiatives, the Acquisition and key risks for you to consider;
- a “How to apply” form detailing how to accept all or part of your Entitlement in the Offer if you choose to do so, including a timetable of key Offer dates; and
- an Entitlement and Acceptance Form which details your Entitlement, to be completed in accordance with the instructions provided.

To participate in the Offer, you need to ensure that your completed Entitlement and Acceptance Form and cheque, bank draft or money order reaches our security registrar (at the address specified in the Entitlement and Acceptance Form) by no later than 5:00 pm on Friday, 21 November 2008.

Goodman’s Board believes that the Offer, capital management initiatives and Acquisition will put the Group in a strong position to deliver long-term securityholder value.

The Entitlement Offer is scheduled to open on Thursday, 30 October 2008 and I invite you to consider this investment opportunity.

Should you have any questions, please call our dedicated information line on 1300 723 040 (within Australia) or +61 3 9415 4043 (outside Australia) or visit our website at www.goodman.com.

Yours faithfully

David Clarke Chairman

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

This letter does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any “US person” (as defined in Regulation S under the US Securities Act of 1933, as amended). Securities may not be offered or sold in the United States absent registration or an exemption from registration.

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Keeping focused

How to apply

1. Please read the attached Chairman’s letter, management presentation, Entitlement and Acceptance Form and other information made available

The Entitlement Offer is not being made under a product disclosure statement or prospectus. Rather, the Offer is being made pursuant to relatively new changes to the Corporations Act that allow rights issues to be offered by providing confirmations to the market. As a result, it is important for Securityholders to read and understand the publicly available information on Goodman Group and the Offer prior to accepting their entitlement of New Securities (Entitlement). In particular, please refer to the attached materials, the Group’s Annual Report and other announcements made available at www.goodman.com or www.asx.com.au.

Consider the Offer in light of your particular investment objectives and circumstances

Please consult with your stockbroker, accountant or other independent financial adviser if you have any queries or are uncertain about any aspects of the Offer. In particular, please refer to the “Risks” section of the attached management presentation.

4. Acceptance of the Offer

Your completed Entitlement and Acceptance Form must be accompanied by a cheque, bank draft or money order in Australian currency for the amount of the Acceptance Monies, payable to “Trust Company Limited acf GMG Offer Account” and crossed “Not Negotiable.”

Your cheque, bank draft or money order must be:

- in respect of the full Acceptance Monies (being $0.90 multiplied by the number of New Securities comprising your Entitlement or if you are subscribing for part of your Entitlement, the number of New Securities you wish to subscribe for);
- in Australian currency drawn on an Australian branch of a financial institution; and
- if you are applying for Additional Securities in excess of your Entitlement, for the value of the Additional Securities you apply for.

If you have applied for New Securities in excess of your Entitlement, any surplus Acceptance Monies received for more than your final allocation will be refunded (without interest).

5. Mail or deliver

Complete the accompanying Entitlement and Acceptance Form

If you decide to take up all or part of your Entitlement, please complete and return the Entitlement and Acceptance Form pursuant to the instructions set out on the Entitlement and Acceptance Form. If you take no action you will not be allocated your Entitlement.

If you accept and pay for all or part of your Entitlement by 5:00 pm on Thursday, 6 November 2008 (Early Acceptance Date), you will be allotted your New Securities on Tuesday, 11 November 2008. However, if you accept and pay for all or part of your Entitlement after this date, but before the Offer close date of 5:00 pm on Friday, 21 November 2008, you will be allotted your New Securities on Wednesday, 26 November 2008.

If you request New Securities beyond your Entitlement (Additional Securities), subject to Goodman’s discretion to scale back your allocation of Additional Securities, you will be issued these on Wednesday, 26 November 2008.

It is important to note that the Offer closes at 5:00 pm (AEDT) on Friday, 21 November 2008. To participate in the Offer, your payment must be received no later than this date. Your completed Entitlement and Acceptance Form, together with Acceptance Monies, should be mailed or hand delivered to:

Mail to: GMG Offer Computershare Investor Services Pty Limited GPO Box 52 Melbourne Vic 8060 Australia

Hand deliver to: GMG Offer Computershare Investor Services Pty Limited Level 5 115 Grenfell Street Adelaide SA 5000 Australia

Key Offer dates1
Announcement of the Offer	Tuesday, 28 October 2008
Record date for determining Entitlements to New Securities	7:00 pm (AEDT) Wednesday, 29 October 2008
Personalised Entitlement and Acceptance Forms available through	Thursday, 30 October 2008
Goodman’s website
Offer opens	Thursday, 30 October 2008
Early Acceptance Date	5:00 pm (AEDT) Thursday, 6 November 2008
Allotment of New Securities (early applications)	Tuesday, 11 November 2008
Normal trading of New Securities on ASX (early applications)	Tuesday, 11 November 2008
Closing date for receipt of applications	5:00 pm (AEDT) Friday, 21 November 2008
Allotment of New Securities	Wednesday, 26 November 2008
Dispatch of holding statements and normal trading of New Securities on ASX	Thursday, 27 November 2008

All times and dates refer to Australian Eastern Daylight Savings Time (AEDT) and are subject to change.

Goodman Group reserves the right, subject to the Corporations Act, ASX Listing Rules and other applicable laws to vary the dates of the Offer, including extending the Offer or accepting late applications, either generally or in particular cases, without notice. Accordingly, applicants are encouraged to submit their Entitlement and Acceptance Forms as soon as possible after the Entitlement Offer opens. No cooling-off rights apply to the Offer.

Enquiries

If you have any questions, please contact us:

Telephone: 1300 723 040 (within Australia) +61 3 9415 4043 (outside Australia) Facsimile: +61 8 8236 2305 Website: www.goodman.com

Important information

This letter and the accompanying information (Information) have been prepared by Goodman Group (Goodman International Limited (ABN 69 000 123 071) and Goodman Funds Management Limited (ABN 48 067 796 641; AFSL Number 223621) as the Responsible Entity for Goodman Industrial Trust (ARSN 091 213 839) (RE)).

+ Offering presentation

This Information relates to an institutional placement (Placement) and non-renounceable entitlement offer (Entitlement Offer) (together, the Offer) by Goodman Group. Each Goodman Group stapled security issued under the Offer (New Security) will be one share in Goodman International Limited stapled to one unit in Goodman Industrial Trust.

- No cooling-off rights

Cooling-off rights do not apply to an investment in the New Securities. You cannot, in most circumstances, withdraw the application once it has been accepted. Further, Entitlements cannot be traded on the Australian Securities Exchange (ASX) or any other exchange, nor can they be privately transferred.

- Not investment advice

The Offer to which this Information relates complies with the requirements of sections 708AA and 1012DAA of the Corporations Act as notionally modified by Australian Securities & Investments Commission (ASIC) Class Order 08/35 and as further modified by ASIC in relation to this Entitlement Offer and accordingly this Information is not required to be lodged or registered with ASIC.

The Information is not a prospectus or product disclosure statement under the Corporations Act and has not been lodged with ASIC. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. Further, the RE advises that it is not licensed to provide financial product advice in relation to the stapled securities in Goodman Group or at all.

The Information does not purport to contain all the information that you may require to evaluate a possible acquisition of stapled securities in Goodman Group and does not take into account the investment objectives, financial situation or needs of you or any particular investor. You should conduct your own independent review, investigation and analysis of Goodman Group stapled securities the subject of the Offer. You should obtain any professional advice you require to evaluate the merits and risks of an investment in Goodman Group, before making any investment decision based on your investment objectives.

+ Foreign jurisdictions

This Information is being sent to all eligible Securityholders in Australia and New Zealand on the register of Goodman Group at 7:00 pm (AEDT) on Wednesday, 29 October 2008.

This Information does not constitute an offer in any jurisdiction in which, or to any person to whom it would not be lawful to make such an offer and no action has been taken to register stapled securities of Goodman Group or otherwise permit a public offering of the stapled securities in any jurisdiction outside of Australia and New Zealand. Return of the Entitlement and Acceptance Form shall be taken by Goodman Group to constitute a representation by you that there has been no breach of any such laws. Eligible Securityholders who are nominees, trustees or custodians are therefore advised to seek independent advice as to how to proceed.

This document does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any “US person” (as defined in Regulation S under the US Securities Act of 1933, as amended (Securities Act) (US Person)). Securities may not be offered or sold in the United States absent registration or an exemption from registration. The stapled securities to be offered and sold in the Offer have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States.

In addition, Goodman Group has not been, and will not be, registered under the Investment Company Act of 1940, as amended (Investment Company Act) in reliance on an exception provided by Section 3(c)(7) thereof and accordingly, the stapled securities may only be offered and sold: (i) within the United States or to or for the account or benefit of any US Person, to a person who is both a “qualified institutional buyer” (as defined in Rule 144A) and a “qualified purchaser” (QPs), as such term is defined in Section 2(a)(51) of the Investment Company Act (each such person a QIB/QP), in transactions exempt from, or not subject to, the registration requirements of the Securities Act and the Investment Company Act; or (ii) outside the United States, to persons that are not US Persons or acting for the account or benefit of US Persons (other than dealers or professional fiduciaries organised, incorporated or (if an individual) resident outside of the United States acting for the account or benefit of US Persons for which it has sole investment discretion) in offshore transactions in compliance with Regulation S under the Securities Act.

The distribution of this document outside Australia may be restricted by law. In particular, this document or any copy of it must not be taken into or distributed or released in the United States or distributed or released to any US Person or to any person acting for the account or benefit of a US Person (other than dealers or professional fiduciaries organised, incorporated or (if an individual) resident outside of the United States acting for the account or benefit of US Persons for which it has sole investment discretion). Persons who come into possession of this document should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

+ Governing law

This Information, the Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the law applicable in New South Wales, Australia. Each Securityholder who applies for New Securities submits to the jurisdiction of the courts of New South Wales, Australia.

+ Future performance

This Information contains certain “forward-looking statements”. The words “anticipate”, “believe”, “expect”, “project”, “forecast”, “estimate”, “likely”, “intend”, “should”, “could”, “may”, “target”, “plan” and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Due care and attention have been used in the preparation of forecast information. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of Goodman Group, that may cause actual results to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements. You should also have regard to the “Risks” section of the attached management presentation.

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Please return completed form to: Computershare Investor Services Pty Limited GPO Box 52 Melbourne Vic 8060 Australia Enquiries (within Australia) 1300 723 040 (outside Australia) 61 3 9415 4043 Facsimile 61 8 8236 2305 [email protected] www.computershare.com

Use a black pen. Print in CAPITAL letters A B C 1 2 3 inside the grey areas.

Entitlement and Acceptance Form (including Additional Securities)

IMPORTANT:

This is an important document and requires your immediate attention. If you are in doubt about how to deal with this form, please consult a professional adviser.

Non-Renounceable Entitlement Offer closing 5:00pm AEDT on 21 November 2008

Non-Renounceable Entitlement Offer of 0.47 New Securities for every one Security registered and entitled to participate at the record date at an issue price of A$0.90 per New Security.

Receipt of this Entitlement and Acceptance Form by 5:00pm (AEDT) on 21 November 2008 with your payment, utilising the payment options detailed overleaf will constitute acceptance in accordance with the terms and conditions of the Chairman’s letter dated 30 October 2008, “How to Apply” form and management presentation.

A Securityholder Entitlement details Subregister Existing Securities entitled to participate at record date on 29 October 2008 Entitlement to New Securities on a 0.47 for one basis Amount payable on full acceptance at A$0.90 per New Security Entitlement Number

I/We enclose my/our payment for the amount shown below being payment of A$0.90 per New Security. I/We hereby authorise you to register me/us as the holder(s) of the Securities allotted to me/us, and I/we agree to be bound by the Constitutions of both Goodman International Limited and Goodman Industrial Trust.

Do not detach form

Acceptances can only be accepted in the name printed on this form

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Paperclip cheque(s) here. Do not staple.

See back of form for completion guidelines G M G 2 N R B[ 023983 - V4] Please see overleaf for payment options B Number of New Securities applied for C Number of Additional Securities applied for Ent: Pay: D Total number of Securities applied for E Amount enclosed at A$0.90 per New Security A$ . Payment Details F Drawer Cheque number BSB number Account number Cheque amount A$ Make your cheque, bank draft or money order payable to Trust Company Limited acf GMG Offer Account G Contact Details - Please provide your contact details in case we need to speak to you about this form Name of contact person Contact person’s daytime telephone number ( )

How to complete the Entitlement and Acceptance Form (including Additional Securities)

Please note that photocopies of this form will not be accepted. These instructions are cross-referenced to each section of the Entitlement and Acceptance Form.

A Details of your Entitlement based on your securityholding at 7:00pm (AEDT) on 29 October 2008 are shown in box A on the front of this Entitlement and E Acceptance Monies Acceptance Form. Enter the total amount of acceptance monies payable. To calculate this amount, multiply the total number of Securities applied for in box D by A$0.90. New Securities applied for B Please ensure you complete Section D on the bottom of the form. You can apply to accept either all or part of your Entitlement. Enter in box B the number of New Securities you wish to accept from your Entitlement. F Payment details Please ensure you complete Section B on the bottom of the form. You can apply for New Securities by utilising the payment options detailed below. By making your payment by cheque, bank draft or money order, you confirm that you: C Additional Securities applied for agree to all of the terms and conditions as detailed in the Chairman’s letter dated Enter the number of additional New Securities you wish to apply for (if any). 30 October 2008, “How to Apply” form and management presentation. No Eligible Securityholder is assured of receiving any New Securities applied for Your cheque, bank draft or money order must be made in Australian currency and drawn on in excess of their Entitlement and any amount by which applications from Eligible an Australian branch of a financial institution. Such payment must be made payable to “Trust Securityholders exceed their Entitlements may be scaled back at Goodman Company Limited acf GMG Offer Account” and crossed “Not Negotiable”. Payments not properly Group’s discretion, in such manner as Goodman Group considers is reasonable drawn may be rejected. in the circumstances. Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be Please ensure you complete Section C on the bottom of the form. held in your account as cheques returned unpaid may not be re-presented and may result in Total number of Securities applied for your Entitlement and Acceptance Form being rejected. Paperclip (do not staple) your payment to D the form where indicated. Cash will not be accepted. Receipt of payment will not be forwarded. Enter the total number of Securities applied for. To calculate this amount, add the number of New Securities applied for in box B to the number of Additional Securities G Contact details applied for in box C, if applicable. Enter the name of a contact person and telephone number. These details will only be used in the event that the security registrar has a query regarding this form.

The Board reserves the right to make amendments to this form where appropriate.

Lodgement of acceptance

Your Entitlement and Acceptance Form with cheque, bank draft or money order must be received by Computershare Investor Services Pty Limited (CIS) by no later than 5:00pm (AEDT) on 21 November 2008. You should allow sufficient time for this to occur. A business reply envelope is enclosed for securityholders in Australia. New Zealand holders will need to affix the appropriate postage. Neither CIS nor Goodman Group accepts any responsibility if you lodge the Entitlement and Acceptance Form at any other address or by any other means.

Declarations

By returning this Entitlement and Acceptance Form along with the application monies by cheque, bank draft or money order, I/we:

agree to be bound by the terms of the Offer;
authorise you to register me/us as the holder(s) of the Securities allotted to me/us;
declare that all details and statements in this Entitlement and Acceptance Form are complete and accurate;
declare that I/we am/are over 18 years of age and have full legal capacity and power to perform all my/our rights and obligations under this Entitlement and Acceptance Form;
acknowledge that once Goodman Group receives this Entitlement and Acceptance Form, I/we may not withdraw it;
agree to apply for the number of Securities at the issuer price;
agree to be issued the number of Securities that I/we apply for;
authorise Goodman Group, their Joint Lead Managers and their respective officers or agents, to do anything on my/our behalf necessary for the Securities to be issued to me/us, including to act on instructions of the security registrar upon using the contact details set out in this Entitlement and Acceptance Form;
declare that I/we am/are the current registered holders(s) of Goodman Group stapled securities and are Australian or New Zealand residents;
acknowledge that the information contained in the Chairman’s letter dated 30 October 2008, “How to Apply” form, management presentation and this Entitlement and Application Form is not investment advice or a recommendation that Securities are suitable for me/us, given my/our investment objectives, financial situation or particular needs;
represent and warrant that the law of any other place does not prohibit me/us from being given the Chairman’s letter dated 30 October 2008, “How to Apply” form, management presentation or making an application on this Entitlement and Acceptance Form;
represent and warrant (for the benefit of Goodman Group, the Joint Lead Managers and their respective affiliates) that that I/we am/are not in the United States and that I/we am/are not, and I/we am/are not acting for the account or benefit of, a “US person” (as defined in Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”) (“US Person”);
acknowledge that the Securities have not, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand and in addition, Goodman Group has not been and will not be registered under the US Investment Company Act of 1940, as amended (the “Investment Company Act”) in reliance on an exception provided by Section 3(c)(7) thereof and accordingly, the Securities may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the Investment Company Act and any other applicable securities laws;
agree not to send this Entitlement and Acceptance Form or any other material relating to the Offer to any person in the United States or that is, or is acting for the account or benefit of a US Person; and
• agree that if in the future I/we decide to sell or otherwise transfer our Securities, I/we will only do so in regular way transactions on ASX where neither I/we nor any person acting on our behalf know, or have reason to know, that the sale has been pre-arranged with, or that the purchaser is, in the United States or a US Person.

023983 - V5

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GMG Offer GMG Offer c/- Computershare Investor c/- Computershare Investor Services Pty Limited Services Pty Limited GPO Box 52 Level 5, 115 Grenfell Street Melbourne, Vic 8060 Adelaide, SA 5000 Australia Australia

Privacy statement

Personal information is collected on this form by CIS, as registrar for securities issuers (issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or e-mail [email protected]

If you have any enquiries concerning this form or your entitlement, please contact CIS on 1300 723 040.

This form may not be used to notify your change of address. For information, please contact CIS on 1300 723 040 or www.computershare.com (Certificated/Issuer Sponsored Holders only). CHESS holders must contact their Controlling Participant to notify a change of address.

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

Disclaimer

This document has been prepared by Goodman Group (Goodman International Limited (ABN 69 000 123 071) and Goodman Funds Management Limited (ABN 48 067 796 641; AFSL Number 223621) as the Responsible Entity for Goodman Industrial Trust (ARSN 091 213 839) ( RE )).

Presentation of general background

This document is a presentation of general background information and about Goodman Group’s activities current at the date of the presentation, 29 October 2008. It is information in a summary form and does not purport to be complete. It should be read in conjunction with Goodman Group’s other periodic and continuous disclosure announcements including the Goodman International Limited Annual Financial Report lodged with the Australian Securities Exchange ( ASX ) on 22 August 2008 and announcements to the ASX available at www.asx.com.au.

Not investment advice

The information provided in this presentation is not intended to be relied upon as advice to investors or potential investors and has been prepared without taking into account the recipient’s investment objectives, financial circumstances or particular needs. These should be considered, with professional advice, when deciding if an investment is appropriate. Further, the RE advises that it is not licensed to provide financial product advice in relation to the stapled securities in Goodman Group. Cooling-off rights do not apply to an investment in any new stapled securities. The recipient cannot, in most circumstances, withdraw an application once it has been accepted.

Not an offer

This presentation is not an offer or invitation for subscription or purchase of securities or other financial products. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any “US person” (as defined in Regulation S under the US Securities Act of 1933, as amended ( Securities Act ) ( US Person )). Securities may not be offered or sold in the United States absent registration or an exemption from registration. The stapled securities of Goodman Group have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. In addition, Goodman Group has not, and will not, be registered under the US Investment Company Act of 1940, as amended, in reliance on an exception provided by Section 3(c)(7) thereof.

Future performance

This presentation contains certain "forward-looking statements". The words "anticipate", "believe", "expect", "project", "forecast", "estimate", "likely", "intend", "should", "could", "may", "target", "plan" and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Due care and attention have been used in the preparation of forecast information. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of Goodman Group that may cause actual results to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements. Recipients should also have regard to the risks set out in Section 3 of this document.

Financial data

All dollar values are in Australian dollars (A$) and financial data is presented with a financial year end of 30 June unless otherwise stated. The proforma historical financial information included in this presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission.

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Goodman Group
Capital management initiatives and Asian restructure 29 October 2008
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS
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Glossary

Goodman Group
Capital management initiatives and Asian restructure 29 October 2008
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS
+
Australian Securities Exchange or ASX Limited or the financial market which it operates as the case requires
ASX
+
Capitalisation rate
Cap rate
+
Interest bearing liabilities less cash divided by assets less cash
Gearing
+
Goodman European Business Parks Fund
GEBPF
+
Goodman European Logistics Fund
GELF
+
Goodman Property Trust
GMT
+
J-REP Co., Ltd
J-REP
+
Joint venture
JV
+
Macquarie Goodman Asia Limited
MGA
+
Macquarie Goodman Hong Kong Logistics Fund
MGLF-HK
+
Goodman Funds Management Limited (ABN 48 067 796 641; AFSL Number 223621)
as the Responsible Entity for Goodman Industrial Trust (ARSN 091 213 839)
RE
+
United Kingdom
UK
+
United States
US
+
Goodman Australia Industrial Fund
GAIF
+
Financial year
FY
+
Foreign exchange
FX
+
Earnings before interest and tax
EBIT
+
Calendar year
CY
+
Cents per security
cps
+
Operational earnings per security
EPS
+
Earnings before interest, tax, depreciation and amortisation
EBITDA
+
Where a fund has development capacity with predominately stabilised assets
Core+ funds
+
Goodman’s investments in its managed funds
Cornerstone investments
+
Capital expenditure
Capex
+
Arlington Business Parks Partnership
ABPP
Meaning
Term

Executive summary

- Goodman Group ( Goodman or Group ) is undertaking a number of initiatives designed to both strengthen the Group's capital position as well as streamline its Asian business
Fully underwritten equity issue raising $955m (including Macquarie Bank Ltd’s ( Macquarie ) consideration as per below) $1+ billion capital + $160m of completed asset sales post 30 June 2008 with additional $350m of sales expected pre 31 December 2008 management + Set more rigorous hurdles for development starts on balance sheet and within funds given dislocation in real estate and initiatives capital markets
Acquisition of Macquarie’s interest in the Asian JV (ex Japan) for $200m (HK$1,010m) Asian JV + Macquarie has agreed to use up to 100% of proceeds to apply for Goodman securities (subject to scale back to restructure facilitate participation of existing investors) + Allows Goodman to streamline its Asian platform and capture 100% of the opportunities in the Asian region (ex Japan)
Proforma headline gearing of 35.0% post FX movements (v 39.9% at 30 June 2008) reducing to 32.6% post expected asset sales Key Goodman metrics + Significant headroom under all debt facility covenants and $1.5bn of available liquidity (pre identified asset sales) + FY09 EPS of 19.3cps assuming only known transactions, rental income and base fees received for balance of FY09

Note: Unless otherwise stated, all numbers in this presentation are in A$ and are based on the exchange rate assumptions set out on slide 5.

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- Section 1 Capital management initiatives and Asian restructure + Section 2 Goodman Group update + Section 3 Recap of investment case + Appendix A Goodman Group overview

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Exchange rate assumptions: AUD/NZD 1.1, AUD/HKD 5.1, AUD/GBP 0.41, AUD/EUR 0.53, AUD/USD 0.67, AUD/JPY 64.9.

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Section 1 – Capital management initiatives and Asian restructure

Capital management initiatives

- In light of significant volatility and dislocation in capital markets, Goodman is pursuing a range of initiatives to strengthen the Group’s balance sheet

Equity raising – $955m

- Fully underwritten equity raising of $955m including Macquarie’s consideration for its Asian JV (ex Japan) interests

FY09 asset sale programme – $160m to $500m+

- $160m completed since 30 June 2008
Office Depot in UK sold to a private investor for $69m (£28.1m) representing a 2% discount to 30 June 2008 book value
50% of Goodman’s interests in two Hong Kong development projects for $91m (HK$465m) representing a premium to 30 June 2008 book value
- Additional $350m of asset sales expected prior to 31 December 2008
Range of transactions across regions generally within 10% of book value
Two institutions in negotiations on a $351m UK logistics portfolio – one party has received purchaser investment committee approval

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Capital management initiatives

Fund co-investments

- Continue to sell down fund cornerstone investments to target levels
- A number of investors are currently in due diligence across a range of individual funds

Reduced allocation to development

- Goodman is setting more rigorous hurdles for development starts given the current dislocation in real estate and credit markets
Both on balance sheet and within managed funds platform
- Relative to global industrial peers, Goodman’s prudent approach allows the Group to withstand current dislocation
Development policy of targeting precommitments results in few non-income producing completed assets
Majority of development land secured via drawdown arrangements/options (e.g. Brickworks) and hence balance sheet not heavy with development land
- Short logistics development start lead times (circa six months) provides greater flexibility in managing capital deployment

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Asian platform restructure

- Goodman is acquiring Macquarie’s interests in the Macquarie Goodman Asia ( MGA ) joint venture (ex Japan) for $200m (HK$1,010m)
- Results in one streamlined pan Asian platform (ex Japan), which management views as highly strategic to long-term growth
- Goodman to benefit by capturing 100% of the opportunity in the existing markets of Hong Kong and China as well as unidentified future opportunities throughout Asia (ex Japan)
- Provides clarity for customers and investors, avoiding confusion with other Macquarie real estate businesses in Asia
- Macquarie to maintain investment in, and support of, Japan platform (via investment in J-REP) for the medium-term to stabilise recent growth in the business

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Asian platform restructure

- Total consideration to Macquarie of $200m (HK$1,010m) for its Hong Kong interests and Asian rights (ex Japan)
- Macquarie has agreed to use up to 100% of its consideration to apply for Goodman securities via sub underwrite of the equity issue (will be scaled back to the extent securities are taken up by other investors)
- Macquarie has agreed to escrow up to $70m of any Goodman securities received for six months
- Major portion of consideration supported by recent MGLF-HK capital raising and acquisition valuation

Consideration breakdown

5x FY09 annualised EBITDA (of Hong Kong only)2
Reflects MGLF-HK net asset value verified during
recent capital raising
Reflects acquisition price paid by MGLF-HK –
approved by investment committee
Methodology
A$200m
Total
A$61m
Management rights associated with MGLF-HK and rest of
Asia (ex Japan)
A$48m
Macquarie’s units in MGLF-HK (3.9% of total)
A$91m
Macquarie’s 25% interest in Interlink and Seaview
development projects1
Consideration

Represents residual Macquarie direct interest post sale of 50% of Interlink and Seaview jointly held by Macquarie and Goodman to MGLF-HK as announced on 17 October 2008.
31 March 2009 year end.

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Section 2 – Goodman Group update

Goodman capital position

- Announced initiatives significantly enhance Goodman’s capital position
Reduces proforma headline gearing from 39.9% to 30.9% (constant currency) and 35.0% post FX movements
Identified future asset sales would reduce gearing to 32.6% (post FX movements)
Available liquidity of $1.5 billion
Interest cover ratio (on base case EBIT) – EBIT/interest expense of 4.1x. EBIT/cash interest paid of 3.1x
- Post the initiatives, Goodman has significant headroom in its debt covenants
Balance sheet gearing covenant can withstand large movements in cap rates and currency (refer to slide 16)
Interest cover ratio covenants well covered on rental income and base fee income
No look through debt covenants, no market capitalisation based covenant and no net assets covenant
Completion of intended asset sales, which are offshore denominated assets, will reduce volatility of gearing generated by currency movements
Fund debt facilities are all non-recourse to the Group, no guarantees of fund debt
All Goodman senior unsecured debt facilities are on substantially the same terms
Covenants on a total asset basis – valuation policy based on long-term expected cash flows so limited impact from short-term fluctuations
- Management believes it is prudent to maintain this level of gearing for the Group in the current operating environment

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Debt facility overview

- Capital management initiatives strengthen Goodman’s ability to refinance upcoming expiries
$1.5bn of available liquidity post initiatives (pre identified asset sales) enhances Goodman’s ability to meet commitments
Goodman can repay CY08 and CY09 expiries from available liquidity if required
In addition, management believes it prudent to apply a more conservative approach to capital deployment going forward until capital markets improve (e.g. reduced development capex, identified asset sales)

Goodman facilities

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1
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A$ equivalent.

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Proforma statement of financial position

5,684
5,628
959
4,669
Net assets
35.0
1.49
4,663
10,346
Post FX
($m)
30.9
1.54
3,640
735
2,904
9,268
1,446
1,107
6,653
62
Proforma
($m)
(9.0)
(0.42)
(1,325)
–
(1,325)
(366)
(69)
34
247
(577)
Adjustments
($m)
4,965
Total liabilities
1.96
NTA per security ($)
735
Other liabilities
4,229
Debt
9,634
Total assets
1,515
Other assets
1,073
Intangibles
39.9
Gearing (%)
6,406
Investments
639
Cash
30 Jun 08
($m)
Balance sheet impact

Note: Excludes identified asset sales and includes Hong Kong development sales (contracted).

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Gearing bridge

- The chart below illustrates the impact on gearing of capital management initiatives and foreign exchange movement since 30 June 2008

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Gearing analysis

- Goodman’s gearing remains comfortably within covenant limits – no gearing covenant breach in any scenario represented in the table below

Gearing sensitivity to asset devaluations and A$ depreciation

			Asset revaluations1	Asset revaluations1	Asset revaluations1	Asset revaluations1	Asset revaluations1
		-%	(5.0%)	(10.0%)	(15.0%)	(20.0%)	(25.0%)
A$ depreciation1	5.0%	29.8%	31.2%	32.7%	34.3%	36.2%	38.2%
	-%	30.9%	32.3%	33.8%	35.5%	37.4%	39.5%
	(5.0%)	32.0%	33.4%	35.0%	36.8%	38.7%	40.9%
	(10.0%)	33.2%	34.7%	36.3%	38.1%	40.1%	42.3%
	(15.0%)	34.4%	35.9%	37.6%	39.5%	41.5%	43.8%
	(20.0%)	35.7%	37.3%	39.0%	40.9%	43.0%	45.4%
	(25.0%)	37.0%	38.7%	40.5%	42.4%	44.6%	47.0%

Movement relative to 30 June 2008.

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Goodman funds platform

- Goodman is recognised as an industrial specialist throughout key Asia Pacific and European markets
- Deep longstanding relationships with large pension funds, sovereign funds, fund of funds and other institutions
Many invest across multiple fund vehicles and in the Group itself
Goodman has raised $550m during CY08 highlighting the resilience of the platform given recent volatility
Global trend of institutions reducing relationships and focusing allocations on key partners – Goodman is a beneficiary
- Asia represents a key opportunity for Goodman
Streamlining Asian platform via the transaction with Macquarie allows Goodman to capture 100% of Asian (ex Japan) opportunities
Continued real estate investment allocation to Asia by European and North American investors
Expect growth of logistics as an asset class as the region continues to develop
Pan Asian platform allows institutional investors to participate in multiple countries with one global manager
Goodman core+ funds provide investors access to development opportunities

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Goodman funds platform

+ Goodman fund vehicles in strong financial position

Principles agreed with all ABPP investors (subject to final approvals) for a fund recapitalisation via contribution of circa $730m (£300m) of real estate in exchange for fund equity
GEBPF has asset specific debt and higher gearing given development focus
Balance of funds geared 30% to 40% comfortably within gearing covenants and low relative to peers

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Asia Pacific
Fund name GAIF GMT MGLF-HK
Assets under management A$bn $5.0 $1.6 $2.0
Cornerstone investment 44% 28% 24% [2]
Average book value cap rate 7.2% 8.3% 6.7%
Gearing (post call of available
36.9% 29.1% [3] 24.8%
equity and commitments)
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Europe

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GELF ABPP [1] GEBPF
$2.6 $4.5 $0.8
23% 31% 15%
6.5% [3] 6.5% [3] 6.6% [3]
40.1% c49% 59.1%
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Post identified fund recapitalisation programme.
Includes Macquarie’s portion being acquired as part of this transaction.
As at 30 June 2008.

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FY09 earnings

- The Group is setting more rigorous hurdles for development starts on balance sheet and within funds given the current dislocation in real estate and credit markets
- Assuming only known transactions, rental income and base management fees received for balance of FY09, Goodman’s EPS would be 19.3cps
- Key assumptions
Post equity raising and identified asset sales
No performance fees
Setting more rigorous hurdles for development starts on balance sheet and in funds for balance of FY09
- Key driver of actual FY09 EPS will be development activity on balance sheet and in funds – all upside
- Goodman intends to distribute 19.3cps for FY09
Incremental earnings from development activities will be utilised to retire debt

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FY09 earnings

Base case operating assumptions result in circa $173m reduction in FY09 EBIT estimate

Earnings reconciliation

	(66) Reduction in development management fees activity 19.3 23.3 36.0 EPS equivalent (cps) 613 Post capital raising and MGA acquisition 599 Pre capital raising (10) Reduction in management income (inc Performance Fee) (121) Reduction in development earnings 6 Net investment income 790 Prior FY09 EBIT guidance Operating EBIT ($m)	7 – 10% 20 – 25% 67 – 72% FY09 base case 15 – 25% Development 20 – 30% Management 45 – 55% Investment Original FY09 target Operating EBIT mix table

- Earnings upside exists to the extent that Goodman is able to conduct further developments during the balance of FY09
An additional $450m of development would result in an incremental circa 1.0c to EPS (based on circa 70% “fee for service” and circa 30% on balance sheet allocation)

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Section 3 – Recap of investment case

Recap of investment case

Goodman is undertaking a number of initiatives designed to both strengthen the Group's capital position as well as streamline its Asian business
Fully underwritten equity issue raising $955m including Macquarie’s consideration for Asian JV interests (ex Japan) $1+ billion capital + $160m of completed asset sales post 30 June 2008 with additional $350m of sales expected pre 31 December 2008 management + Set more rigorous hurdles for development starts on balance sheet and within funds given dislocation in real estate and initiatives capital markets
Acquisition of Macquarie’s interest in the Asian JV (ex Japan) for $200m (HK$1,010m)
Asian JV + Macquarie has agreed to use up to 100% of proceeds to apply for Goodman securities (subject to scale back to
restructure facilitate participation of existing investors)
Allows Goodman to streamline its Asian platform and capture 100% of the opportunities in the Asian region (ex Japan)
Proforma headline gearing of 35.0% post FX movements (v 39.9% at 30 June 2008) moving to 32.6% post expected asset sales Key Goodman metrics + Significant headroom under all debt facility covenants and $1.5bn of available liquidity (pre identified asset sales) + FY09 EPS of 19.3cps assuming only known transactions, rental income and base fees received for balance of FY09

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Risks

- This section discusses some of the key risks associated with an investment in Goodman. Before investing in Goodman, you should consider whether this investment is suitable for you. Potential investors should consider publicly available information on Goodman (such as that available on the websites of Goodman and ASX), carefully consider their personal circumstances and consult their stockbroker, solicitor, accountant or other professional adviser before making an investment decision.
- Market price : The market price of Goodman securities will fluctuate due to various factors including general movements in interest rates, the Australian and international investment markets, international economic conditions, global geo-political events and hostilities, investor perceptions and other factors that may affect the Group’s financial performance and position.
- Credit ratings : The price of Goodman securities and Goodman’s ability to access debt at a reasonable cost may be affected by a ratings downgrade.
- FX movements : The Group has international operations and assets held outside Australia. The Group’s operating results will be affected by fluctuations in exchange rates.
- Leverage : The use of leverage may enhance returns and increase the number of assets that can be acquired, but it may also substantially increase the risk of loss. Use of leverage may adversely affect the Group when economic factors such as rising interest rates, severe economic downturns or deterioration in the condition of the market occurs. In the event an investment is unable to generate sufficient cash flow to meet the principal and interest payments on its indebtedness, the value of the Group’s equity component could be significantly reduced or even eliminated.
- Interest rates : Adverse fluctuations in interest rates, to the extent that they are not hedged or forecast, may impact the Group’s earnings (before interest) and asset values due to any impact on property markets in which the Group operates.
- Taxation implications : You should be aware that future changes in Australian taxation law including changes in interpretation or application of the law by the courts or taxation authorities in Australia, may affect taxation treatment of an investment in Goodman securities, or the holding and disposal of those securities. Further, changes in tax law, or changes in the way tax law is expected to be interpreted, in the various jurisdictions in which the Group operates, may impact the future tax liabilities of the Group.
- Realisation of assets : Property assets are by their nature illiquid investments. This may make it difficult to alter the balance of income sources in the Group in the shortterm in response to changes in economic or other conditions.
- Capital markets : The real estate investment and development industry tends to be highly capital intensive. The ability of the Group to raise funds on favourable terms for future acquisitions, development activity, new and existing funds managed by the Group and refinancing depends on a number of factors including general economic, political and capital market conditions. The inability of the Group to raise funds on favourable terms for future acquisitions, developments and refinancing could adversely affect its ability to acquire or develop new properties or refinance its debt. In addition, the Group has exposure to capital market risks for those assets which are stock market listed securities. The Group’s operating results will be affected by changes to international stock markets, general economic conditions, the compilation of indices and government policies and regulatory policies applicable to those countries in which the Group holds stock market listed securities.
- Cornerstone investments : The net asset value of Goodman’s cornerstone investments in its funds may decrease if the value of the property assets in those funds was to decline.

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Risks

- Employees : The Group is reliant on retaining and attracting quality senior executives and other employees. The loss of the services of any of the Group’s senior management or key personnel, or the inability to attract new qualified personnel, could adversely affect the Group’s operations.
- Customers : Insolvency or financial distress of Goodman’s customers may reduce the income received from its assets.
- Insurance : Insurance markets may be detrimentally affected by the current global downturn such that insurance becomes more expensive or the financial ability of insurance companies to respond to claims is diminished.
- Property market risks : The Group will be subject to the prevailing property market conditions in the countries and sectors in which it operates. Adverse changes in market sentiment or market conditions may impact the Group’s ability to acquire, manage or develop assets, as well as the value of the Group’s properties. These impacts could lead to a reduction in earnings or the carrying value of assets.
- Change in value and income of properties : Returns from investment in properties largely depend on the rental generated from the property and the expenses incurred in its operation, including the management and maintenance of the property as well as the changes in the market value of the property. Rental income and/or the market value of properties may be adversely affected by a number of factors, including: (a) the overall conditions in the national and local economy; (b) local real estate conditions; (c) the perception of prospective customers regarding attractiveness and convenience of properties and the intensity of competition with other participants in the real estate industry; (d) the convenience and quality of properties; (e) unforeseen capital expenditure; (f) supply of developable land, new properties and other investment properties; and (g) investor demand/liquidity in investments.

Goodman’s policy is to consider external revaluations of stabilised properties on a six monthly cycle. No assets have been externally revalued since 30 June 2008. Managed funds have differing cycles and certain external revaluations may have been provided up to nine months ago. Under Goodman’s calculation of distributable income available for distribution, the effect of unrealised gains and losses from property revaluations is excluded.

- Acquisitions : From time to time the Group will be involved in the acquisition of properties to add to its property portfolio. While it is the Group’s policy to conduct a thorough due diligence process in relation to any such acquisition, risks remain that are inherent in such acquisitions.
- Development : The Group is involved in the development of industrial properties. Development risks include changes in construction costs and development timetables.
- Regulatory issues and changes in law : The Group is subject to the usual business risk that there may be changes in laws that reduce income or increase costs.
- Change in capitalisation rates : The capitalisation rates considered appropriate by independent valuers may change in response to market conditions.
- Litigation and disputes : Legal and other disputes (including industrial disputes) may arise from time to time in the ordinary course of operations. Any such dispute may impact on earnings or affect the value of the Group’s assets.
- Competition : Competition may lead to an oversupply through overdevelopment or to prices for existing properties or services being inflated via competing bids by prospective purchasers.

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Appendix A – Goodman Group overview

Overview

Leading global industrial property group

- One of the world’s leading specialised industrial property groups
- Integrated property group that owns, develops and manages industrial property and business space
- Global capability built with local expertise

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Note: As at 30 June 2008. All amounts quoted in Australian dollars at 30 June 2008 FX rates.

Including core direct, warehoused and development work-in-progress.

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Overview

Global presence

- Headquartered in Australia with 1,240 professionals in 39 cities across Asia Pacific and Europe
- Platform allows Goodman to service international customers and provide investment opportunities to global investors

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Note: As at 30 June 2008. All amounts quoted in Australian dollars using 30 June 2008 FX rates.

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Overview

History

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Overview

Goodman Funds

- Series of dedicated geographic funds investing in high quality real estate
Partnership + Generally funds have first rights to acquire assets approach
- - Increasingly providing exposure to development activities to generate enhanced returns
- - Dedicated fund managers and local support teams
Dedicated and + Leaders in region
experienced team
Access to skills of broader Goodman Group
Best practice governance structures

Best practice corporate governance + Clear protocols to deal with related party transactions

- Substantial cornerstone investments in funds – typically 20% to 40%

Strong alignment

- Performance based management fees + Fund manager remuneration linked to fund performance

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Overview

Customer service offering

- Central to the success of Goodman’s business is its Customer Service Model which underpins the long-term commitment to over 1,300 customers in Australia, China, Europe, Hong Kong, Japan, New Zealand and the United Kingdom

+ Goodman’s business strategy encompasses

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Owning properties for the long-term, providing ongoing relationships with customers and quality returns for investors
Developing purpose-built projects across Asia Pacific and Europe to meet the growing needs of our customers and investors
Managing our customers’ operational needs and maintaining our assets at an exceptional standard in order to increase customer satisfaction, produce higher retention rates and secure returns for investors
- Goodman’s business strategy complements its integrated customer service offering

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Overview

Investors

- Goodman funds provide investment opportunities across six regions/economies
Funds denominated in local currencies
- Goodman takes a partnership approach to relationships with investors
49 global investors in two or more Goodman funds[1]
- 44% (by value) of investors are international

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Includes holdings in Goodman Group.

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AI assistant

GOODMAN GROUP — Capital/Financing Update 2008

64998_rns_2008-10-29_7af191d8-4693-4444-9767-5b4fb129ddc7.pdf

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Goodman Group (Goodman) – Accelerated Non-Renounceable Entitlement Offer

Goodman Group – Non-Renounceable Entitlement Offer

How to apply

1. Please read the attached Chairman’s letter, management presentation, Entitlement and Acceptance Form and other information made available

4. Acceptance of the Offer

5. Mail or deliver

Enquiries

Important information

+ Offering presentation

+ Foreign jurisdictions

+ Governing law

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Entitlement and Acceptance Form (including Additional Securities)

IMPORTANT:

Non-Renounceable Entitlement Offer closing 5:00pm AEDT on 21 November 2008

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Acceptances can only be accepted in the name printed on this form

How to complete the Entitlement and Acceptance Form (including Additional Securities)

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If you have any enquiries concerning this form or your entitlement, please contact CIS on 1300 723 040.

Disclaimer

Presentation of general background

Not investment advice

Not an offer

Future performance

Financial data

Glossary

Executive summary

Contents

Capital management initiatives

Equity raising – $955m

FY09 asset sale programme – $160m to $500m+

Capital management initiatives

Fund co-investments

Reduced allocation to development

Asian platform restructure

Asian platform restructure

Consideration breakdown

Goodman capital position

Debt facility overview

Goodman facilities

Proforma statement of financial position

Gearing bridge

Gearing analysis

Gearing sensitivity to asset devaluations and A$ depreciation

Goodman funds platform

Goodman funds platform

+ Goodman fund vehicles in strong financial position

Europe

FY09 earnings

FY09 earnings

Earnings reconciliation

Section 3 – Recap of investment case

Recap of investment case

Risks

Risks

Appendix A – Goodman Group overview

Overview

Leading global industrial property group

Overview

Global presence

Overview

History

Overview

Goodman Funds

Overview

Customer service offering

+ Goodman’s business strategy encompasses

Overview

Investors

More from GOODMAN GROUP

GOODMAN GROUP Capital/Financing Update 2008