GOODMAN GROUP - Capital/Financing Update 2009

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14 August 2009

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 US PERSONS

Dear Sir

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

Further to Goodman’s announcements to the ASX of 6 and 10 August, we enclose a copy of the Retail Offer Booklet that was dispatched to Australian and New Zealand retail 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 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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retail entitlement offer+

Details of a 1 for 1 non-renounceable Entitlement Offer of stapled securities in Goodman Group (“New Securities”) at an offer price of $0.40 per New Security. The Retail Entitlement Offer closes at 5:00pm (AEST) on Friday, 4 September 2009.

Goodman Group comprises:

Goodman 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)

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS.

This is an important document which is accompanied by a personalised Entitlement and Acceptance Form and both should be read in their entirety. Please call your professional adviser or the Goodman Offer Information Line on 1300 723 040 (within Australia) or +61 3 9415 4043 (outside Australia) if you have any questions.

Important information

This Retail Entitlement Offer Booklet and the Entitlement Offer and Acceptance Form do 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 (the “Securities Act”) (“US Person”)). Neither this Retail Entitlement Offer Booklet nor the Entitlement and Acceptance Form may be distributed to, or relied upon by, persons in the United States or who are, or are acting for the account or benefit of, US Persons. Neither the Entitlements nor New Securities offered in the capital raising have been, or will be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. In addition, neither Goodman Limited nor Goodman Industrial Trust has been, or will be, registered under the US Investment Company Act of 1940 (the “Investment Company Act”) in reliance on an exception provided by Section 3(c)(7) thereof. Securities may not be offered or sold in the United States or to, or for the account or benefit of, US Persons unless they are registered under the Securities Act or unless they are offered or sold in transactions exempt from, or not subject to, registration. Accordingly, the securities to which this Retail Entitlement Offer Booklet and the Entitlement and Acceptance Form relate may only be offered and sold outside the United States to persons that are not US Persons and are not acting for the account or benefit of US Persons in “offshore transactions” (as defined in Regulation S under the Securities Act (“Regulation S”)) in compliance with Regulation S and the laws of the jurisdiction in which such securities are offered and sold. Such securities may not be deposited in any unrestricted American Depositary Receipt Facility with respect to the securities of Goodman Group that may be established until 40 days following the completion of the capital raising.

These materials contain 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 forwardlooking statements. Statements regarding certain plans, strategies and objectives of management and indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Due care and attention has 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 are cautioned not to place undue reliance on forward-looking statements. Goodman Group assumes no obligation to update such information. You should also have regard to the “Risks” section of the Strategic Initiatives and Group Outlook Presentation dated 6 August 2009, which is incorporated in this Retail Entitlement Offer Booklet.

Chairman’s letter _______________1 Key dates for the Equity Offer ____________3 How to apply ______________4 Important information ______________7 Appendix A: ASX capital raising announcement dated 6 August 2009 _________11 Appendix B: Strategic initiatives and Group outlook presentation dated 6 August 2009 _______17 Appendix C: ASX institutional offer completion announcement dated 10 August 2009 _______ 52

Chairman’s letter+

14 August 2009

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Dear Securityholder,

On behalf of Goodman Group (“Goodman” or the “Group”), I am pleased to invite you to participate in a fully underwritten one for one non-renounceable entitlement offer (“Entitlement Offer”) of new Goodman stapled securities (“New Securities”) at an offer price of $0.40 (“Offer Price”) per New Security.

On 6 August 2009, the Group announced a comprehensive capital management plan and strategic initiatives that significantly strengthen the balance sheet of the Group and its managed funds. These initiatives include:

- $1.3 billion fully underwritten equity raising
(“Equity Offer”);
- $0.5 billion investment in the Group by China Investment Corporation[1 ] (“CIC”);
- extension of $4.1 billion of existing finance facilities across Goodman Group and its managed funds[2] ; and
- new strategic relationships with CIC and the Canada Pension Plan Investment Board (“CPPIB”)[3] .

The Equity Offer and other capital management initiatives will be used to reduce Goodman’s debt (pro forma gearing[4] will reduce to 26.7%) and provide sufficient liquidity to meet all maturing Group debt facilities to May 2012.

Since our last Annual General Meeting market conditions have remained challenging and we have continued to focus on delivering the appropriate capital structure for the business moving forward. In announcing the various initiatives we have sought not only to strengthen our balance sheet but also to establish new strategic relationships that will assist us in growing our business. This has always been a strength of Goodman and we look forward to working with CIC, CPPIB and our other partners to achieve this.

The CIC relationship is important to the Group as CIC have agreed, subject to securityholder approval, to make a significant investment of $0.5 billion in Goodman by participating in a hybrid security issue. In turn, both parties will work together to explore a range of opportunities[5] including, the acquisition by CIC of assets currently on the Group’s balance sheet, participation in new acquisitions, participation in significant private and public market

transactions in regions across the Goodman platform and working with Goodman to grow its business globally.

The substantially audited summary of results for the year ending 30 June 2009, show a full year operating profit of $408 million, or 17.4 cps, down from $567 million in FY2008. This result is below the 19.3 cps guidance provided in October 2008 due to the withdrawal from previously committed development projects to preserve capital. As experienced by many other property vehicles, the full year also saw a reduction in asset values of approximately 11% or $1.2 billion. The impact of asset revaluations, other non cash and non operating items was a FY2009 statutory loss of $1,120 million.

The Group’s operating model remains robust and the Board and management of Goodman are committed to focusing on its core business of owning, developing and managing industrial property in its key existing markets of Asia Pacific, UK and Europe. Key areas are:

- ownership of high quality logistics real estate – this remains the Group’s primary activity;
- development of new facilities – this underpins investment and management activities of the Group and generates development profits; and
- management of $14.5 billion of external assets across nine funds[6] – this provides additional capital to support our offering to customers and generates management fees.

Goodman’s Board and management have undertaken a detailed review of the Group’s estimated earnings for the 2010 financial year. Assuming no material change to market conditions, the Group estimates a FY2010 operating profit after tax (post minorities) of $310 million. This would equate to an undiluted operating earnings per security of 5.7 cents[7] and distribution per security of 3.4 cents for the full year.

Consequently, the Group has taken the prudent step of revising its distribution policy to provide ongoing working capital by distributing the higher of 60% of operating earnings and taxable income. The first half year distribution is expected to be paid in February 2010.

1 Investment conditional on securityholder approval, FIRB approval, completion of a minimum equity raising, final documentation of the extension of Goodman’s existing finance facilities and no material adverse changes to the Group.

2 Lender credit approved commitments subject to Goodman equity raising and final documentation.
3 Conditional on Goodman equity raising.
4 Proforma 30 June 2009, calculated as (net debt / total assets less cash) assuming upfront capital management initiatives.
5 Subject to assessment by CIC’s investment committee.
6 Pro forma 30 June 2009 post China JV with CPPIB.
7 Equates to 5.2 cents per security diluted for the CIC hybrid securities and the Macquarie and CIC options.

Goodman Group Retail Entitlement Offer 14 August 2009 1

Chairman’s letter (cont)

You will find enclosed with this letter a Retail Entitlement Offer booklet (“Booklet”) which includes the following important information:

- a “Strategic initiatives and Group outlook” presentation dated 6 August 2009 that was released to the ASX concerning the Equity Offer which provides important information on Goodman, its capital management initiatives and key risks for you to consider;
- a “How to apply” section detailing how to accept all or part of your Entitlement, how to apply for Additional Securities (as defined in this Booklet) in the Retail Entitlement Offer (if you wish to do so) and a timetable of key dates of the Equity Offer; and
- a personalised Entitlement and Acceptance Form which details your Entitlement, to be completed in accordance with the instructions provided.

I recommend that you read this Booklet carefully and in its entirety before deciding whether or not to participate in the Retail Entitlement Offer. Entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferable. Eligible Retail Securityholders who do not take up their Entitlement in full will not receive any value in respect of those Entitlements they do not take up. You should consult your stockbroker, accountant or other independent adviser to evaluate whether or not to participate in the Retail Entitlement Offer.

The Retail Entitlement Offer is scheduled to open on Friday, 14 August 2009 and the Goodman Board invites you to consider this investment opportunity.

To participate in the Retail Entitlement Offer, you need to ensure that your completed Entitlement and Acceptance Form and cheque, bank draft or money order are received by our registrar (at the address specified on the Entitlement and Acceptance Form) by no later than 5:00 pm (AEST) on Friday, 4 September 2009. You must allow for sufficient time for your cheque to clear prior to allotment.

The Goodman Board believes that the Equity Offer and other capital management initiatives significantly strengthen the Group. On behalf of the Directors, I recommend the Entitlement Offer to you.

If you have any questions regarding the Retail Entitlement Offer, please call the Goodman Offer Information Line on 1300 723 040 (within Australia) or + 61 3 9415 4043 (from outside Australia), or visit our website at www.goodman.com.

Yours sincerely

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Ian Ferrier Chairman

2 Goodman Group Retail Entitlement Offer 14 August 2009

+ Key dates for the Equity Offer

Key offer	Date
Announcement of the Equity Offer	Thursday, 6 August 2009
Record Date for determining Entitlement to New Securities	7:00pm Tuesday, 11 August 2009
Personalised Entitlement and Acceptance Form available on Goodman’s website	Friday, 14 August 2009
Retail Entitlement Offer opens	Friday, 14 August 2009
Last date for receipt of applications for early settlement of the Retail Entitlement Offer (“Early Acceptance Date”)	5:00pm Thursday, 20 August 2009
Settlement of Institutional Offer applications and Retail Entitlement Offer applications received by the Early Acceptance Date	Tuesday, 25 August 2009
Allotment of New Securities under the Institutional Offer and under the Retail
Entitlement Offer for applications received by the Early Acceptance Date	Wednesday, 26 August 2009
("Initial Allotment")
Expected normal trading of New Securities under the Institutional Offer
and under the Retail Entitlement Offer for applications received by the	Wednesday, 26 August 2009
Early Acceptance Date on ASX
Despatch of holding statements for New Securities issued under the Initial Allotment	Friday, 28 August 2009
Last date for receipt of applications under the Retail Entitlement Offer (“Retail Entitlement Offer Final Close Date”)	5:00pm Friday, 4 September 2009
Settlement of remaining New Securities (including any Additional Securities) under the Retail Entitlement Offer	Tuesday, 15 September 2009
Allotment of remaining New Securities (including any Additional Securities) under the Retail Entitlement Offer (“Final Allotment”)	Wednesday, 16 September 2009
Normal trading of New Securities issued under the Final Allotment on ASX	Thursday, 17 September 2009
Despatch of holding statements for New Securities issued under the Final Allotment	Friday, 18 September 2009

All times and dates refer to Australian Eastern Standard Time (AEST) and are subject to change without notice.

Goodman Group reserves the right, subject to the Corporations Act 2001 (Cth) (“Corporations Act”), ASX Listing Rules and other applicable laws to vary the dates of the Equity Offer, including extending the Equity Offer or accepting late applications, either generally or in particular cases, or to withdraw the Retail Entitlement Offer without prior 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 Equity Offer.

Goodman Group Retail Entitlement Offer 14 August 2009 3

+ How to apply

1. The Retail Entitlement Offer

Eligible Retail Securityholders (as defined below in Important Information) are being offered the opportunity to subscribe for 1 new Goodman Group stapled security (“New Securities”) for every 1 existing Goodman Group stapled security held at 7:00pm on Tuesday, 11 August 2009 (“Entitlement”), at the issue price of $0.40 per New Security (“Retail Entitlement Offer”).

Eligible Retail Securityholders may also apply for New Securities in excess of their Entitlement (“Additional Securities”). Additional Securities will only be allocated to Eligible Retail Securityholders if and to the extent that Goodman Group so determines, in its absolute discretion, having regard to offsetting the dilutionary impact of the Placement and the issue of hybrid securities to CIC.

The allocation of any Additional Securities will be limited to the extent that there are sufficient New Securities from Eligible Retail Securityholders who do not take up their full Entitlement, or from New Securities that would have been offered to ineligible retail securityholders if they had been entitled to participate in the Retail Entitlement Offer. Goodman Group may apply any scale-back to applications for Additional Securities in its absolute discretion.

New Securities and Additional Securities issued pursuant to the Retail Entitlement Offer will be fully paid and rank equally with existing Goodman Group stapled securities on issue.

2. Please read the enclosed:

- Chairman’s letter;
- How to apply;
- Important information;
- ASX Offer announcements (including the Strategic initiatives and Group outlook presentation) and other information made publicly available by Goodman Group; and
- Entitlement and Acceptance Form.

The Retail Entitlement Offer is not being made under a product disclosure statement or prospectus. Rather, the Retail Entitlement Offer is being made pursuant to provisions of the Corporations Act which allow rights issues to be offered by providing certain confirmations to the market. It does not contain all of the information which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the New Securities.

As a result, it is important for Eligible Retail Securityholders to read and understand the publicly available information on Goodman Group and the Equity Offer prior to accepting all or part of their Entitlement to New Securities or applying for Additional Securities in excess of their Entitlement. In particular, please refer to the materials contained in this Booklet, the Goodman Group’s Annual Reports and other announcements made available at www.goodman.com or www.asx.com.au.

3. Consider the Retail Entitlement 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 Equity Offer. In particular, please refer to the “Risks” section (section 7) of the attached Strategic initiatives and Group outlook presentation.

4. Complete the accompanying Entitlement and Acceptance Form

Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and has been calculated as 1 New Security for every 1 existing Goodman Group stapled security you held as at the Record Date, being 7:00pm (AEST) on Tuesday, 11 August 2009. If you have more than one holding of Goodman Group stapled securities, you will be sent more than one personalised Entitlement and Acceptance Form.

If you decide to take up all or part of your Entitlement, or apply for Additional Securities, please refer to the Entitlement and Acceptance Form and apply for New Securities pursuant to the instructions set out on the Entitlement and Acceptance Form. If you take no action you will not be allocated New Securities and your Entitlement will lapse. Securityholders who do not take up their Entitlement in full will not receive any payment or value for that part of their Entitlement they do not take up.

If you accept and pay for all or part of your Entitlement by 5:00pm on Thursday, 20 August 2009 (“Early Acceptance Date”), you will be allotted your New Securities on Wednesday, 26 August 2009. However, if you accept and pay for all or part of your Entitlement after this date, but before the Retail Entitlement Offer close date of 5:00pm on Friday, 4 September 2009 (“Retail Entitlement Offer Final Close Date”), you will be allotted your New Securities on Wednesday, 16 September 2009 (“Final Allotment”). Please note that you will only be allotted New Securities if your

4 Goodman Group Retail Entitlement Offer 14 August 2009

cheque has cleared with sufficient time prior to the Initial Allotment Date or Final Allotment Date (as applicable) to allow for allotment.

If you request Additional Securities beyond your Entitlement, subject to Goodman Group’s discretion to scale-back your allocation of Additional Securities, you will be allotted these Additional Securities at Final Allotment.

Goodman Group will treat you as applying for as many New Securities as your payment will pay for in full up to your full Entitlement and, in respect of amounts received by Goodman Group in excess of your Entitlement (“Excess Amount”), may treat your application as applying for as many Additional Securities as your Excess Amount will pay for in full, subject to any scale-back it may determine to implement in its absolute discretion in respect of Additional Securities.

Note: The Entitlement stated on your personalised Entitlement and Acceptance Form may be in excess of the actual Entitlement you may be permitted to take up where you are holding Goodman Group staples securities on behalf of a person who is not an Eligible Retail Securityholder (for example if you are holding Goodman Group stapled securities on behalf of a US Person).

Nominees

The Retail Entitlement Offer is being made to all Eligible Retail Securityholders (as defined in Important information). Goodman Group is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of Goodman Group stapled securities.

Where any Eligible Retail Securityholder is acting as a nominee for a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Retail Entitlement Offer is compatible with applicable foreign laws. Any person in the United States or any person that is or is acting for the account or benefit of a “US person” (as defined in Regulation S (“Regulation S”) under the US Securities Act of 1933 (the “Securities Act”)) (“US Person”) with a holding through a nominee may not participate in the Retail Entitlement Offer and the nominee must not take up any Entitlement or send this Booklet or any other materials relating to the Equity Offer into the United States or to any person that is, or is acting for the account or benefit of, a US Person. Goodman Group is not able to advise on foreign laws.

5. Acceptance of the Retail Entitlement Offer

Your completed personalised Entitlement and Acceptance Form must be accompanied by a cheque, bank draft or money order in Australian currency for the amount of the application monies, payable to “Trust Company Limited acf GMG Offer Account” and crossed “Not Negotiable”. Any agreement to issue New Securities to you following receipt of your personalised Entitlement and Acceptance Form is conditional on your cheque, bank draft or money order in payment of the application monies for those New Securities being honoured on first presentation.

Your cheque, bank draft or money order must be:

- for an amount equal to A$0.40 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 (“Acceptance Monies”);
- 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 an amount equal to A$0.40 multiplied by the number of Additional Securities that you apply for.

Your application for Additional Securities may not be successful (wholly or partially). The decision of the Goodman Group on the number of Additional Securities to be allocated to you will be final. Any surplus application monies received for more than your final allocation of Additional Securities will be refunded. You are not entitled to any interest that accrues on any application monies received or returned (wholly or partially).

Cash payments will not be accepted. Receipts for payment will not be issued.

By completing and returning your personalised Entitlement and Acceptance Form, you will be deemed to have represented that you are an Eligible Retail Securityholder. By completing and returning your personalised Entitlement and Acceptance Form, you will also be deemed to make the Eligible Retail Securityholder declarations set out on that form.

Goodman Group Retail Entitlement Offer 14 August 2009 5

How to apply (cont)

6. Mail or deliver

The Early Acceptance Date for the Retail Entitlement Offer is 5:00pm on Thursday, 20 August 2009. The Retail Entitlement Offer Final Close Date is 5:00pm (AEST) on Friday, 4 September 2009 and it is important to note that to participate in the Retail Entitlement Offer, your payment must be received no later than this date. Eligible Retail Securityholders who make payment via cheque, bank draft or money order should mail or hand deliver their completed Entitlement and Acceptance Form, together with Acceptance Monies, to the relevant address set out below.

Mail to: GMG Offer Computershare Investor Services Pty Limited GPO Box 3428 Melbourne Vic 8060 Australia Hand deliver to: GMG Offer Computershare Investor Services Pty Limited Level 5 115 Grenfell Street Adelaide SA 5000 Australia

7. Enquiries

If you have any questions, please contact us:

Telephone: 1300 723 040 (within Australia) + 61 3 9415 4043 (outside Australia) Facsimile: 1300 534 987 Website: www.goodman.com

6 Goodman Group Retail Entitlement Offer 14 August 2009

+ Important information

This Retail Entitlement Offer booklet and the accompanying information (“Booklet”) have been prepared by Goodman Group (Goodman Limited (ABN 69 000 123 071) and Goodman Funds Management Limited (ABN 48 067 796 641) (AFSL 223621) as the Responsible Entity for Goodman Industrial Trust (ARSN 091 213 839)).

This Booklet relates to the Equity Offer to be undertaken by Goodman Group as defined in the Chairman’s Letter, comprising the Retail Entitlement Offer, the Institutional Entitlement Offer and the Institutional Placement. Each New Security issued under the Equity Offer will be one share in Goodman Limited stapled to one unit in the Goodman Industrial Trust.

The information in this Booklet is important and requires your immediate attention

You should read this Booklet carefully and in its entirety before deciding whether to invest in New Securities. In particular, you should consider the risk factors outlined in the “Risks” section of the Strategic initiatives and Group outlook presentation included in this Booklet that could affect the operating and financial performance of Goodman Group or the value of an investment in Goodman Group.

You should consult your stockbroker, accountant or other independent professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.

Quotation

Goodman Group has applied for the grant by ASX of official quotation of the New Securities.

Not investment advice

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

This Booklet is not a prospectus or product disclosure statement under the Corporations Act and has not been lodged with ASIC. This Booklet is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. This Booklet does not purport to contain all the information that you may require to evaluate a possible acquisition of New Securities and does not take into account the investment objectives, financial situation or needs of you or any particular investor.

You should:

- read this Booklet in conjunction with Goodman Group’s other periodic and continuous disclosure announcements to ASX available at www.asx.com.au;
- conduct your own independent review, investigation and analysis of Goodman Group and the New Securities which are subject to the Entitlement Offer; and
- 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.

No cooling-off rights

Cooling-off rights do not apply to an investment in the New Securities or Additional Securities. You cannot withdraw your application once it has been accepted.

Eligible Retail Securityholders

This Booklet contains an offer of New Securities to Eligible Retail Securityholders.

“Eligible Retail Securityholders” are those securityholders who:

- are registered as a holder of Goodman Group stapled securities as at 7:00pm (AEST) on Tuesday, 11 August 2009 (“Record Date”);
- have a registered address in Australia or New Zealand;
- are not in the United States and are not US Persons (as defined above) and are not acting for the account or benefit of US Persons;
- do not only hold Goodman Group stapled securities as a result of post ex-date transactions;
- were not an institutional securityholder eligible to participate under the Institutional Entitlement Offer (or an ineligible institutional securityholder); and
- are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

Notwithstanding the above, Goodman Group may (at its absolute discretion) extend the Retail Entitlement Offer to certain institutional securityholders in foreign jurisdictions who were not able to participate in the Institutional Entitlement Offer (subject to compliance with applicable laws).

Goodman Group Retail Entitlement Offer 14 August 2009 7

Important information (cont)

Additional Securities

Eligible Retail Securityholders may also apply for Additional Securities in excess of their Entitlement. Goodman Group reserves the right to allot any Additional Securities if and to the extent that Goodman Group so determines, in its absolute discretion, having regard to offsetting the dilutionary impact of the Placement and the issue of hybrid securities to CIC.

The allocation of any Additional Securities to Eligible Retail Securityholders in excess of their Entitlements will be limited to the extent that there are sufficient New Securities from Eligible Retail Securityholders who do not take up their full Entitlement, or from New Securities that would have been offered to ineligible retail securityholders had they been entitled to participate in the Retail Entitlement Offer.

If you apply for Additional Securities then, subject to Goodman Group’s absolute discretion to scale-back your application for Additional Securities (in whole or part), you will be issued these on the Final Allotment date (Wednesday, 16 September 2009). Goodman Group’s decision on the number of Additional Securities to be allocated to you will be final.

Taxation

Set out below is a summary of the Australian tax implications of the Retail Entitlement Offer for Eligible Retail Securityholders who are residents of Australia for tax purposes and who acquire Goodman Group stapled securities as capital assets.

The summary below is a general guide only and Eligible Retail Securityholders should seek specific tax or financial advice applicable to their particular circumstances.

On the basis of the law in effect at the date of this Booklet:

- no taxation consequences will arise for Eligible Retail Securityholders merely as a result of the issue of Entitlements;
- no taxation consequences will arise for Eligible Retail Securityholders who do not exercise Entitlements and allow the Entitlements to expire or lapse;
- the acquisition of New Securities by Eligible Retail Securityholders as a result of exercising an Entitlement will be treated as an acquisition of additional capital gains tax assets with a total cost base equal to the Offer Price and any additional relevant incidental acquisition costs;
- any future dividends or other distributions in respect of New Securities will be subject to the same taxation treatment as applies to existing Goodman Group stapled securities.

Information availability

Eligible Retail Securityholders in Australia and New Zealand can obtain a copy of this Booklet during the period of the Retail Entitlement Offer on the Goodman website at www.goodman.com or by calling the Goodman Offer Information Line on 1300 723 040 (within Australia) or +61 3 9415 4043 (outside Australia) at any time from 8.30am to 5:00pm (AEST) Monday to Friday during the Retail Entitlement Offer period. Persons who access the electronic version of this Booklet should ensure they download and read the entire Booklet.

A replacement Entitlement and Acceptance Form can be requested by calling the Goodman Offer Information Line, or can be accessed at www.goodman.com.

Rounding of New Securities

Where fractions arise in the calculation of Entitlements, they are rounded down to the next whole number of New Securities.

No entitlements trading

Entitlements are non-renounceable and cannot be traded on ASX or any other exchange, nor can they be privately transferred.

Governing law

This Booklet and the contracts formed on acceptance of the applications are governed by the law applicable in New South Wales, Australia. Each Securityholder who applies for New Securities or Additional Securities submits to the jurisdiction of the courts of New South Wales, Australia.

Financial data

All dollar values in this Booklet are in Australian Dollars (A$) unless otherwise stated.

Past performance

Past performance information given in this Booklet is provided for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.

- no Australian goods and services tax or stamp duty is payable on the grant of Entitlements or acquisition of New Securities; and

8 Goodman Group Retail Entitlement Offer 14 August 2009

Future performance and forward-looking statements

This Booklet may contain 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. Statements regarding certain plans, strategies and objectives of management and indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Due care and attention has 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. Investors are cautioned not to place undue reliance on forward-looking statements. Goodman Group assumes no obligation to update such information. You should also have regard to the “Risks” section of the Strategic initiatives and Group outlook presentation which is included in this Booklet.

Foreign jurisdictions

This Booklet has been prepared to comply with the requirements of the securities laws of Australia and New Zealand.

The New Securities and Additional Securities being offered under this Booklet are also being offered to Eligible Retail Securityholders with registered addressed in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). This Booklet is not an investment statement or prospectus under New Zealand law, and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

This Booklet 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. Securities may not be offered or sold in the United States or to, or for the account or benefit of, US Persons, unless they are registered under the Securities Act or unless they are offered or sold in transactions exempt from, or not subject to, such registration. Neither the Entitlements nor New Securities offered in the capital raising have been, or will be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. In addition, neither Goodman Limited nor Goodman Industrial Trust has been, or will be, registered under the US Investment Company Act of 1940 (the “Investment Company Act”) in reliance on an exception provided by Section 3(c)(7) thereof. Accordingly, the New Securities and the Additional Securities being offered in the Retail Entitlement Offer may only be offered and sold outside the United States to persons that are not US Persons and are not acting for the account or benefit of US Persons in “offshore transactions” (as defined in Regulation S) in compliance with Regulation S and the laws of the jurisdiction in which such securities are offered and sold. The New Securities and the Additional Securities may not be deposited in any unrestricted American Depositary Receipt Facility with respect to the securities of Goodman Group that may be established until 40 days following the completion of the capital raising.

The distribution of this Booklet (including an electronic copy) outside Australia may be restricted by law. In particular, this Booklet 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. Persons who come into possession of this Booklet should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

This Booklet 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 or qualify the Retail Entitlement Offer, the Entitlements or the New Securities (or Additional Securities) or otherwise permit a public offering of the New Securities (or Additional Securities) in any jurisdiction other than Australia or 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 Retail Securityholders who are nominees, trustees or custodians are therefore advised to seek independent advice as to how to proceed.

Goodman Group Retail Entitlement Offer 14 August 2009 9

Important information (cont)

Underwriting

Goodman Group has entered into an underwriting agreement with Macquarie Capital Advisers Limited and RBS Equity Capital Markets (Australia) Limited (each an “Underwriter” or “Joint Lead Manager” and together the “Underwriters” or the “Joint Lead Managers”) pursuant to which the Underwriters have:

- agreed to fully underwrite the Equity Offer; and
- been appointed to act as Joint Lead Managers and joint bookrunners in respect of the Equity Offer.

Customary with these types of arrangements:

- Goodman Group has indemnified the Underwriters and their respective directors, officers, employees, agents and advisers against losses in connection with the Equity Offer.

Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Retail Entitlement Offer that is not contained within this Booklet.

Any information or representation that is not in this Booklet may not be relied on as having been authorised by Goodman Group, or its related bodies corporate in connection with the Retail Entitlement Offer. Except as required by law, and only to the extent so required, none of Goodman Group, its directors, officers or employees or any other person, warrants or guarantees the future performance of Goodman Group or any return on any investment made pursuant to this Booklet.

- The Underwriters may terminate the underwriting agreement and be released from their obligations on the happening of any of a range of events, including if:
ASIC takes actions or commences an investigation in respect of the Equity Offer;
ASX does not grant or withdraws its approval for an official quotation of the New Securities on ASX or if ASX or ASIC withdraw or revoke any waivers or modifications necessary to effect the Equity Offer;
there is a material adverse change in the financial position, business, assets, results, operations or prospects of Goodman Group;
there is a delay of more than 2 days in the timetable for the Equity Offer;
Goodman Group stapled securities cease to be quoted or Goodman Group is delisted; or
any of the offer documents in relation to the Equity Offer is or becomes false or misleading in any material respect.
- The Underwriters will be remunerated by Goodman Group for providing these services at market rates.
- The Underwriters have not authorised or caused the issue of, and take no responsibility for, this Booklet, and to the maximum extent permitted by law, disclaim all liability in connection with the Equity Offer and this Booklet.

10 Goodman Group Retail Entitlement Offer 14 August 2009

+ Appendix A

ASX Capital Raising Announcement dated 6 August 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

asx release+

Goodman announces a comprehensive capital management plan and strategic initiatives

Date 6 August 2009

Release Immediate

Summary

- Extension of $4.1 billion of existing finance facilities across Goodman Group and its managed funds
[1]
- New strategic relationships with China Investment Corporation (CIC)[2] and the Canada Pension Plan Investment Board (CPPIB)[3]
- $1.8 billion fully underwritten capital raising
- Reduction of pro-forma gearing to 26.7%[4]
- No unfunded Group debt expiries until May 2012

Goodman Group (Goodman or the Group) has successfully implemented a series of initiatives that significantly strengthen the balance sheets of the Group and its managed funds. These initiatives include extensive debt restructuring; $1.3 billion fully underwritten ordinary equity raising; investment by CIC of $0.5 billion in the Group and the formation of a $0.2 billion joint venture with CPPIB to invest in China. These partnerships will enable the Group to capitalise on its leading logistics, funds management and development platform.

Goodman Group’s Chairman, Ian Ferrier said “We have capitalised on our leading industrial real estate platform. The relationships with CIC and CPPIB, formed after extensive enquiry, demonstrate the attractiveness of the Group’s business model to large strategic investors.”

Goodman Group’s Chief Executive Officer, Greg Goodman said “The implementation of these capital management initiatives has been key to de-gearing the Group’s balance sheet and provides a comprehensive capital management solution. The support from the Group’s lenders via the extension of existing facilities has enabled us to preserve capital and we remain focussed on reducing debt and maintaining a robust balance sheet and liquidity position.

The Group has refined its business model in line with the current operating environment and is committed to its core markets in Asia Pacific and UK / Europe.”

Capital Management Initiatives

Goodman has worked collaboratively with debt and equity providers to deliver a comprehensive plan of capital management initiatives across the Group and managed funds. These initiatives undertaken include:

- the extension of $4.1 billion of debt facilities, improved covenant positions have been obtained on $2.9 billion of fund debt extensions
- $2.0 billion of improved covenant positions on existing fund debt facilities[1] where no extensions were sought
- $1.5 billion of completed asset sales in the last 12 months
- $0.2 billion China joint venture with CPPIB
- $1.3 billion fully underwritten 1 for 1 non renounceable entitlement offer and placement (Equity Offer)
- $0.5 billion issue of hybrid securities to CIC (subject to securityholder approval)

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 Limited ABN 69 000 123 071 Goodman Funds Management Limited ABN 48 067 796 641 AFSL Number 223621

Goodman Group Retail Entitlement Offer 14 August 2009 11

Appendix A (cont)

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

The above initiatives position Goodman, in the current environment, to focus on its core markets and result in the following:

- Reduction of Group debt to a more sustainable level
- Pro forma gearing reduced to 26.7%
- Weighted average term to facility expiry increased to 4.2 years and 3.2 years for the Group and managed funds respectively
- No unfunded Group debt expiries until May 2012

The Group estimates FY2010 operating profit after tax (post minorities) of $310 million, assuming no material change to market conditions. This would equate to undiluted operating earnings per security of 5.7 cents[5] and distribution per security of 3.4 cents. The first half distribution is expected to be paid in February 2010.

The Group has taken the prudent step of revising its distribution policy to provide ongoing working capital by distributing the higher of 60% of operating earnings and taxable income. The amount to be distributed is reviewed by the Board at the end of each financial period in light of operating performance and current market conditions.

Other initiatives being investigated include an asset for equity swap with the Goodman family which involves a significant and strategically located property in Moorabbin, Melbourne. This initiative is still being considered and, if proposed, will require an independent expert’s report and be subject to securityholder approval.

Strategic Relationships

New strategic relationships with CIC and CPPIB demonstrate the strength of Goodman Group’s business platform and provide ongoing sources of capital to expand the Group’s business.

CIC

CIC has agreed, subject to securityholder approval, to make a significant investment of $500 million in Goodman by participating in a hybrid security issue. For further details of the hybrid security to be issued to CIC refer to the Summary Terms and Conditions.

CIC is attracted to Goodman’s leading logistics platform in the Asia Pacific and Europe regions. The combination of CIC’s capital with Goodman’s management expertise provides both companies with new opportunities to explore and participate in the global logistics market. CIC and Goodman have entered into a Relationship Agreement that will involve both parties working together to explore a range of opportunities including:

- Participation in new acquisitions
- Acquisition of assets currently held on Goodman’s balance sheet
- Participation in significant private and public market situations across Goodman’s platform
- CIC working with Goodman to grow its business globally.

Any opportunities undertaken with CIC would be subject to review and approval of the Investment Committee of CIC.

CIC has received approval from the Foreign Investment Review Board in relation to its investment in up to 19.9% of the Goodman Group stapled securities in relation to the bridge facility in June 2009. CIC will now apply for further approval in relation to its investment in the hybrids. Providing the issue of the hybrid and CIC options are approved by securityholders, CIC’s holding in the Group will not exceed 19.9% following the conversion of the hybrid and options. CIC will be invited to nominate a member to be appointed to the Board of Goodman, subject to the appointment being confirmed at Goodman’s next Annual General Meeting.[8]

12 Goodman Group Retail Entitlement Offer 14 August 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

CPPIB

The CPPIB is a professional investment management organization that invests the assets of the Canada Pension Plan (CPP) not required to pay current benefits and has assets under management of $110 billion.

CPPIB will invest $163 million in the joint venture with Goodman, which will own and undertake the development of logistics assets in mainland China. The initial portfolio consists of four properties seeded by Goodman. The joint venture could invest a further $185 million to develop facilities on land owned by Goodman in Shanghai. To further facilitate this, the joint venture has a first right of refusal over all logistics opportunities sourced by Goodman in mainland China.

Goodman will receive the usual funds management, property management and development management revenues associated with the operation of the joint venture.

The joint venture is the first step in what is likely to be a strong relationship with CPPIB as Goodman considers other Asia Pacific opportunities through further joint ventures.

“We are pleased to be entering into this joint venture with Goodman as it enables us to gain access to the fast growing China logistics market while tapping into the expertise of a global logistics space supplier. It will provide us with the opportunity to acquire a diversified portfolio of high-quality logistics assets that can yield attractive returns over the long term,” said Graeme Eadie, Senior Vice President, Real Estate Investments, CPP Investment Board.

The support provided by CIC and CPPIB should benefit Goodman as it considers the expansion of its real estate platform in China, one of the largest logistics real estate markets globally, in a disciplined manner.

The Equity Offer

The Equity Offer is fully underwritten at an issue price of $0.40 per stapled security in order to raise $1,279 million. The Equity Offer is made up of two components:

- a $167 million institutional placement (Placement); and
- a $1,112 million 1 for 1 accelerated non-renounceable pro rata entitlement offer (Entitlement Offer)

The structure of the Equity Offer enables all securityholders to participate in the Entitlement Offer on a pro-rata basis to their existing holdings.

The application of the net proceeds of the Equity Offer, the CIC hybrid and CPPIB JV transactions to the reduction of net debt will result in a substantial improvement in Goodman’s capital structure. Goodman’s gearing will improve from 47.9% to 26.7% as at 30 June 2009 on a pro forma basis.

Whilst Goodman intends to apply the majority of the net proceeds from the capital management initiatives to debt reduction, it has allocated $250 million to participate in potential future equity raisings of its managed funds if required.

See below for further details of the Equity Offer.

Financial Results FY2009

Goodman also announces a summary of its substantially audited financial results for the year ended 30 June 2009. The results include;

- Operating profit after tax of $408 million
- Operating earnings per security of 17.4 cents
- Distribution per security of 9.65 cents

Goodman Group Retail Entitlement Offer 14 August 2009 13

Appendix A (cont)

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

- Statutory accounting loss of $1,120 million – reflecting property and equity investment revaluation losses of $1,395 million, derivative mark to market losses of $62 million and other non-operating losses of $71 million
- Headline gearing of 47.9% and NTA of $0.85 cents per security.

In order to conserve capital since December 2008, the Group has withdrawn from a large number of previously committed developments and refrained from entering into new unfunded commitments. This has resulted in a decline in development revenues.

The full year results for the financial year ended 30 June 2009 will be reported on or before 31 August 2009.

Outlook and FY10 Earnings

Following the initiatives outlined herein, Goodman will be strengthened and its business model well positioned to capitalise on market opportunities. The Group’s core business segments have been refined to reflect the current market conditions. Key areas are:

- Ownership in high quality logistics real estate remains the Group’s primary activity.
- Development of new facilities underpins investment and management activities of the Group and generates management fees and development profits.
- Management of $14.5 billion[6] of external assets across 9 funds.

The Group estimates FY2010 operating profit after tax (post minorities) of $310 million, assuming no material change to market conditions. This would equate to an undiluted operating earnings per security of 5.7 cents and distribution per security of 3.4 cents.

This FY2010 earnings guidance incorporates a full period of cost reduction strategies and assumes no forecast of non-cash movements.[7]

“The severe deterioration in global financial markets presented us with unprecedented conditions and had a significant impact on the Group’s financial position. In response Goodman has undertaken comprehensive capital management and strategic initiatives to provide a complete solution. Our operating model remains strong and Goodman is committed to continue focusing on its core business of owning, developing and managing industrial property in its key markets.” stated Mr Goodman

For further information, please contact Goodman Group:

Greg Goodman Group Chief Executive Officer +61 2 9230 7400

Further details of the Equity Offer

Goodman has commenced a fully underwritten equity offer (Equity Offer) in order to raise $1,279 million consisting of:

- a $167 million institutional placement (Placement); and
- a $1,112 million 1 for 1 accelerated non-renounceable pro rata entitlement offer (Entitlement Offer)

Under the Entitlement Offer, eligible securityholders are invited to subscribe for 1 new Goodman stapled security for every 1 existing stapled security held at the Record Date. The issue price for the new stapled securities to be issued under the Equity Offer (New Securities) is $0.40 per New Security.

The Record Date for the Entitlement Offer will be 7.00pm (AEST) on 11 August 2009. The Institutional Entitlement Offer and the Placement, which are expected to raise approximately $945 million, will be conducted on Thursday 6 and Friday 7 August 2009. Goodman will remain in a trading halt until completion of the Institutional Entitlement Offer and the Placement and is expected to recommence trading on Monday 10 August 2009.

14 Goodman Group Retail Entitlement Offer 14 August 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

The Retail Entitlement Offer, which is expected to raise approximately $334 million, will open on Friday, 14 August 2009 and close at 5.00pm (AEST) on Friday, 4 September 2009. Eligible retail securityholders may apply for New Securities in excess of their Entitlement (Additional Securities). Additional Securities will only be allocated to eligible retail securityholders if and to the extent that Goodman so determines, in its absolute discretion, having regard to offsetting the dilutionary impact of the Placement and the issue of hybrid securities to CIC. The Retail Entitlement Offer is not being extended to any securityholder outside Australia or New Zealand.

Retail securityholders will receive a retail entitlement offer booklet including a personalised Entitlement and Acceptance Form in relation to the Retail Entitlement Offer which will provide further details of how to participate.

Securityholder enquiries

Retail securityholders who have any queries about the Entitlement Offer should contact the Goodman Offer Information Line on 1300 723 040 (local call cost within Australia) or on +61 3 9415 4043 (from outside Australia) or go to the Goodman website at www.goodman.com. Eligible retail securityholders will receive a retail entitlement offer booklet including a personalised Entitlement and Acceptance Form in relation to the Retail Entitlement Offer which will provide further details of how to participate. Institutional securityholders and nominee companies should contact their account manager at one of the Joint Lead Managers.

Further detail on the capital management initiatives, strategic relationships, FY2009 results and FY2010 outlook described in this announcement is also set out in an investor presentation which Goodman has filed with the ASX today. This investor presentation contains important information including risk factors and foreign selling restrictions with respect to the Equity Offer.

About Goodman

Goodman Group is an integrated property group with operations throughout Australia, New Zealand, Asia, Europe and the United Kingdom. Goodman Group, comprised of the stapled entities Goodman Limited and Goodman Industrial Trust, is the largest industrial property group listed on the Australian Securities Exchange and one of the largest listed specialist fund managers of industrial property and business space globally.

Goodman’s global property expertise, integrated own+develop+manage customer service offering and significant fund management platform ensures it creates innovative property solutions that meet the individual requirements of its customers, while seeking to deliver long-term returns for investors

For more information please visit www.goodman.com

About CIC

China Investment Corporation (CIC) is an investment institution established under the Chinese Company Law on September 2007. It seeks stable and long term risk adjusted financial return and it is operated strictly on a commercial basis.

For more information please visit www.china-inv.cn/cicen/

About CPP Investment Board

The CPP Investment Board is a professional investment management organisation that invests the funds not needed by the Canada Pension Plan to pay current benefits on behalf of 17 million Canadian contributors and beneficiaries. In order to build a diversified portfolio of CPP assets, the CPP Investment Board invests in public equities, private equities, real estate, inflation-linked bonds, infrastructure and fixed income instruments. Headquartered in Toronto, with offices in London and Hong Kong, the CPP Investment Board is governed and managed independently of the Canada Pension Plan and at arm’s length from governments. At March 31, 2009, the CPP Fund totaled C$105.5 billion.

For more information, please visit www.cppib.ca.

Goodman Group Retail Entitlement Offer 14 August 2009 15

Appendix A (cont)

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Important information

This announcement 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 (the “Securities Act”)) (“US Person”). This document may not be distributed to, or relied upon by, persons in the United States or who are, or are acting for the account or benefit of, US Persons. Securities may not be offered or sold in the United States or to, or for the account or benefit of, US Persons, absent registration under the Securities Act or an exemption from registration. Neither the entitlements nor the new securities offered under the Equity Offer have been, or will be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. In addition, neither Goodman Limited nor Goodman Industrial Trust has been, or will be, registered under the US Investment Company Act of 1940 (the “Investment Company Act”) in reliance on an exception provided by Section 3(c)(7) thereof. Accordingly, the new securities to be offered and sold in the Equity Offer may only be offered or sold in the United States or to, or for the account or benefit of, US Persons in transactions exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws and exempt from the registration requirements of the Investment Company Act.

This announcement may contain 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. Statements regarding certain plans, strategies and objectives of management and indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Due care and attention has 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 are cautioned not to place undue reliance on forward-looking statements. Goodman Group assumes no obligation to update such information.

– Ends –

Endnotes

All figures are in AUD unless stated otherwise

1 Credit approved commitments subject to Goodman equity raising and final documentation
2 Investment conditional on securityholder approval, FIRB approval, completion of a minimum equity raising, final documentation of the extension of Goodman’s existing finance facilities and no material adverse changes to the Group.
3 Conditional on Goodman equity raising.
4 Calculated as (net debt / total assets less cash)
5 Equates to 5.2 cents per security diluted for the CIC hybrid securities and the Macquarie and CIC options.
6 Proforma 30 June 2009 post new China joint venture with CPPIB (and including Colworth JV).
7 Eg. valuations and mark to market of derivatives
8 Subject to CIC holding a minimum of 10% of Goodman’s issued capital

16 Goodman Group Retail Entitlement Offer 14 August 2009

+ Appendix B

Strategic Initiatives and Group Outlook Presentation dated 6 August 2009

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Strategic
initiatives and
Group outlook
6 August 2009
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Important notice and disclaimer

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

No person other than Goodman Group is authorised to give any information or make any representation in connection with the Offer which is not contained in this document. Any information or representation not so contained may not be relied upon as being authorised by Goodman Group or any person associated with it in connection with the Offer. Goodman Group reserves the right to withdraw, or vary the timetable for the Offer.

Presentation of general background

This document is a presentation of general background information and Goodman Group’s activities current at the date of the presentation, 6 August 2009, and the information in this document remains subject to change without notice. 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 Limited Annual Financial Report dated 21 August 2008 and Half Year Financial Report dated 24 February 2009 lodged with the Australian Securities and Investments Commission (ASIC) and the Australian Securities Exchange ( ASX ) as well as announcements to the ASX available at www.asx.com.au. This document is not a prospectus, disclosure document or offering document under Australian law or under any other law. It does not purport to contain all the information that a prospective investor may require in evaluating a possible investment in Goodman Group nor does it contain all the information which would be required in a prospectus prepared in accordance with the requirements of the Corporations Act 2001. This document has been provided for information purposes only.

Not an offer

Nothing in this document should be considered as a solicitation, offer or invitation in any place where, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register the new stapled securities, or otherwise permit a public offering of new stapled securities, in any jurisdiction outside of Australia and New Zealand. The distribution of this document outside Australia and New Zealand may be restricted by law. Persons who come into possession of this document, or any constituent or associated presentation, information or material (collectively, the Information) who are not in Australia or New Zealand should seek independent advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. 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 (Securities Act) (US Person)). Securities may not be offered or sold in the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, registration. The stapled securities to be offered and sold in the equity raising 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, and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons unless the securities are registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, registration.

In addition, Goodman Group has not, and will not, be registered under the US Investment Company Act of 1940 in reliance on an exception provided by Section 3(c)(7) thereof. This document may not be distributed or released in the United States or to, or for the account or benefit of, any US Person.

Not investment advice

The information provided in this presentation is not intended to be relied upon as investment, legal, tax or other 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. 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.

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. You are cautioned not to place undue reliance on forward-looking statements. Such forwardlooking statements only speak as of the date of this presentation and Goodman Group assumes no obligation to update such information. Recipients should also have regard to the risks set out in Section 7 of this document.

Financial data

The pro forma 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. Investors should also be aware that certain financial data included in this presentation are “non-GAAP financial measures” under Regulation G of the US Securities Exchange Act of 1934, as amended. The disclosure of such non-GAAP financial measures in the manner included in this presentation would not be permissible in a registration statement under the US Securities Act. Goodman Group believes these non-GAAP financial measures provide useful information to users in measuring the financial performance and conditions of the Group. These non-GAAP financial measures do not have a standardised meaning prescribed by Australian Accounting Standards and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Readers are cautioned, therefore, not to place undue reliance on any non-GAAP financial measures and ratios included in this presentation.

The financial information in this presentation for the financial year ended 30 June 2009 is based on a substantially concluded audit, with fully audited results to be reported on or before 31 August 2009. All dollar values are in Australian dollars (A$) and financial data is presented with a financial year end of 30 June 2009 unless otherwise stated.

No representation or warranty is or will be made by any person, including Goodman Group or its respective officers, directors, employees, advisers and agents (collectively, the Beneficiaries) in relation to the accuracy or completeness of all or part of the Information, or the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects or returns contained in, or implied by, the Information or any part of it. To the maximum extent permitted by law, the Beneficiaries disclaim any liability (including, without limitation any liability arising from fault or negligence), for any loss arising from any use of or reliance upon all or part of the Information or otherwise arising in connection with it or for any action taken by the recipients of the Information o the basis of such information. The Information includes information derived from third party sources that has not been independently verified.

Goodman Group Retail Entitlement Offer 14 August 2009 17

Appendix B (cont)

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Introduction
Goodman Group announces its comprehensive capital management plan and strategic initiatives
+ Support from Group lenders via extension of existing facilities preserves liquidity
+ Strengthening of Fund liquidity and covenant headroom provides heightened certainty around Fund co-investments and funds management
business
+ New strategic relationships with China Investment Corporation (CIC) and the Canada Pension Plan Investment Board (CPPIB)
+ Refining of the Group’s business model in line with the current operating environment
+ Injection of $1.8 billion of equity into the Group significantly de-gears the balance sheet and provides a sustainable capital structure
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+ The capital management initiatives position Goodman to focus on its core markets and capitalise on its leading industrial
real estate platform
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High quality $5.4 billion industrial investment portfolio[1] provides attractive cash yields and is underpinned by strong customers
– Specialist funds management and development business expected to benefit from the Group’s recapitalisation and its new relationships with CIC and CPPIB (China represents a key opportunity)
– Pro forma gearing reduced to 26.7%[2] with significant covenant headroom in the Group and within its managed funds – No unfunded Group debt expiries until May 2012 – FY10E operating EBIT of $439 million – FY10E EPS of 5.7 cps
Represents stabilised assets and Fund cornerstones post China joint venture with CPPIB
Pro forma 30 June 2009 including the Equity Offer, $0.5 billion hybrid securities to CIC and the $0.2 billion property joint venture with CPPIB. Calculated as net debt/total assets less cash 3

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

- Section 1 Overview
- Section 2 FY09 results
- Section 3 CIC relationship and China JV with CPPIB + Section 4 Refinancing activity
- Section 5 Strategy and Group outlook + Section 6 Equity Offer + Section 7 Risks
- Appendix A FY09 results – further information + Appendix B Funds overview + Appendix C Moorabbin asset for equity swap + Appendix D Offer jurisdictions

18 Goodman Group Retail Entitlement Offer 14 August 2009

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Section 1+
Overview
M7 Business Hub,
Australia
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5
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Initiatives overview

Goodman has successfully implemented a series of initiatives that significantly strengthen its platform

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+ Fully underwritten institutional placement and 1 for 1 non-renounceable entitlement offer to raise circa $1.3 billion at $0.40 per stapled
security (the Equity Offer )
Group capital
raising and + $500 million hybrid securities issue to CIC subject to securityholder approval (with a conversion range of $0.43 – $0.45 per stapled
debt security and paying a 10% coupon) [1]
refinancing – 45% of the hybrid securities can be redeemed by Goodman within 15 months providing Goodman’s security price is at or above $0.54
+ $1.1 billion of Group debt facilities extended and a new $100 million unsecured facility committed by Macquarie Bank Ltd ( Macquarie )
+ $2.9 billion of Fund debt facilities extended (with improved covenant positions obtained on $2.7 billion of these extensions) [2]
Managed + A further $2.0 billion of improved covenant positions obtained on existing Fund debt facilities where no extensions were sought [2]
funds + $1.0 billion of Fund asset sales over the last 12 months
strengthened + Goodman has allocated $250 million of the proceeds from its capital management initiatives to participate in potential future Fund
equity raisings if required
CIC + New partnership with CIC provides opportunities for Goodman’s China business and further capital to pursue global opportunities
relationship + Creation of a new joint venture for Chinese logistics property with CPPIB – initial portfolio of four assets ($163 million) with Goodman
and China JV retaining a 20% interest
with CPPIB – The joint venture could seek to invest a further $185 million to develop facilities on land currently owned by Goodman in Shanghai
+ $0.5 billion of Group asset sales over the last 12 months
+ Group’s distribution policy amended to distribute the higher of 60% of operating earnings and taxable income to provide ongoing
Other working capital – forecast FY10 full-year distribution of 3.4cps to be paid semi-annually
initiatives + Investigating an asset for equity swap with the Goodman family – involves a significant, strategically located property in Moorabbin,
Melbourne
– Any transaction will require an independent expert’s report, securityholder approval and must be of financial benefit to the Group
1. Refer to slide 13 for further detail
2. Refer to Appendix B for further detail on individual Fund covenants
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Goodman Group Retail Entitlement Offer 14 August 2009 19

Appendix B (cont)

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Group outlook
+ Following the initiatives, Goodman will be strengthened and its business model well positioned to capitalise on market
opportunities
+ Premium $2.1 billion stabilised direct Australian industrial portfolio (95.5% occupancy; 4.1 years weighted average lease expiry)
+ Balance sheet significantly strengthened – pro forma gearing reduced to 26.7% [1] from 47.9%
Own + Weighted average debt facility expiry of 4.2 years (3.1 years pre-initiatives) and available liquidity to meet all debt expiries to May
2012
+ Managed fund cornerstone investment value and income security significantly enhanced post successful Fund debt renegotiations
+ $14.5 billion funds under management underpinned by nine established Fund vehicles [2]
+ New relationships with CIC and CPPIB underpin the strength of the platform and provide capital to expand the business
+ Significant facility loan to value ratio ( LVR ) and interest cover ratio ( ICR ) covenant headroom within the Funds [3]
Manage
+ Fund liquidity profile enhanced – weighted average debt facility expiry of 3.2 years (2.7 years pre-initiatives)
+ Strengthening of the Group and its managed funds enhances the ability to attract new equity and improves certainty of funds
management fee revenues
+ $1.3 billion of development land and work in progress on balance sheet across all operating markets
+ Goodman’s competitive position and market share is enhanced by the current market dislocation, however global development activity
is expected to remain subdued
Develop + Strong customer and investor relationships allow the Group to generate ‘de-risked’ development profits (pre-committed and pre-sold
projects) and facilitate ongoing reduction in its land bank
+ Opportunity to significantly grow development activity in China in collaboration with CIC and CPPIB
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Group outlook

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1. Pro forma 30 June 2009 including the Equity Offer, $0.5 billion hybrid securities to CIC and the $0.2 billion property joint venture with CPPIB. Calculated as net debt/total assets less cash
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Pro forma 30 June 2009 post new China joint venture with CPPIB (and including the Colworth joint venture)

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3. Based on amended individual Fund covenants that are currently most capable of triggering an event of default in the Fund for FY10. Full detail is provided in Appendix B 7
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Section 2+
FY09 results
Highbrook Business Park,
New Zealand
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20 Goodman Group Retail Entitlement Offer 14 August 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

FY09 results – balance sheet

- $1.2 billion reduction in aggregate asset valuations for FY09 (refer to slide 40 for further details)
- Adverse FX and interest rate movements have led to a $0.2 billion derivatives mark to market liability position
Majority of which relates to interest rate hedges that will be spread over the life of the instruments in the profit and loss account
- Resulted in the following key metrics at 30 June 2009 (pre initiatives)
Gearing of 47.9%[2]
– NTA of $0.85 per security[3]
- Look-through portfolio weighted average cap rate of 7.9% post revaluations
Valuations supported by contracted asset sales undertaken over the last 12 months (Group and Funds)
– $1.5 billion of sales at a weighted average sale cap rate of 7.9% – Represented a 4.2% discount to trailing book value

30 June 2009 balance sheet1 (pre initiatives)	30 June 2009 balance sheet1 (pre initiatives)
	30 June 2008	30 June 2009
	$m	$m
Stabilised assets	2,953	2,820
Fund cornerstones4	2,638	2,733
Development holdings	1,539	1,318
Intangibles	1,073	1,125
Cash	639	242
Other assets	792	345
Total assets	9,634	8,583
Other liabilities Interest bearing liabilities	(736) (4,229)	(565) (4,240)
Total liabilities	(4,965)	(4,805)
Minorities	(321)	(319)
Net assets (post minorities)	4,348	3,459
Net asset value (per security)	$2.60	$1.26
Net tangible assets (per security)3	$1.96	$0.85
Balance sheet gearing2	39.9%	47.9%

The audit of the statutory income statement and balance sheet is substantially complete with fully audited results to be reported on or before 31 August 2009. The balance sheet above is based on the statutory balance sheet 2. Calculated as net debt/total assets less cash
Undiluted for the Macquarie and CIC options on issue
Includes Goodman’s investments in its managed funds (GAIF, ABPP, GELF, GHKLF, GMT, GEBPF, MGJLF and Colworth) and its other investments (IIF, J-REP, HDL and other JV’s)

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FY09 results – profit and loss

19.3 1.5 17.4 0.3 (2.8) (0.9) FY09 operating NPAT (guidance) Investment M anagement Development Other FY09 operating NPAT (actual) 4 3 FY09 Oct 2008 operating earnings guidance vs actual (cps) + Full year operating profit of $408 million1 – $0.9 billion in pre-committed development projects were withdrawn as a means of capital rationalisation – Withdrawal from projects generated result below previous guidance in October 2008 + Represents operating EPS of 17.4 cents per security and DPS of 9.65 cents per security + ICR maintained above 3.0x + Reclassification of development management fees from management into development segment going forward + Non-recurring items include $38 million gain from ESAP cost reversal, $(86) million of restructuring costs, $(26) million of other non-recurring items within Funds and capital profits/losses not distributed 1. The audit of the statutory income statement and balance sheet is substantially complete with fully audited results to be reported on or before 31 August 2009. Operating results are based on the statutory income statement 2. Reflects adjustment to GMG share of Fund interest and tax 3. On an after-tax basis	30 June 2009 income statement1
	FY09A $m FY08A $m
	534 449 Investment
	64 96 Management
	90 299 Development
	(24) (47) Unallocated operating expenses
	664 797 Operating EBITDA (look through)
	655 790 Operating EBIT (look through)

	(155) (80) Look through interest and tax adjustment2

	500 710 Operating EBIT
	(91) (117) Net borrowing costs
	23 (8) Tax benefit/(expense)
	432 585 Operating NPAT (pre minorities)
	(24) (18) Minorities
	408 567 Operating NPAT (post minorities)
	2,341 1,668 Weighted average securities (undiluted) (million)
	17.4 34.0 Operating EPS (cps)

	(1,395) (378) Valuation movements
	(62) 11 Derivative mark to market
FY09 operating NPAT (guidance) Investment 1. The audit of the statutory income stat results to be reported on or before 31 2. Reflects adjustment to GMG share of 3. On an after-tax basis	41 (33) Other non-cash items
	(112) 84 Non-recurring items
	(1,120) 251 Statutory profit/(loss)5

Includes unallocated operating expenses, borrowing costs, minorities and a movement in the average securities due to timing of securities issued associated with the October 2008 raising 5. Loss attributable to securityholders per the statutory accounts

Goodman Group Retail Entitlement Offer 14 August 2009 21

Appendix B (cont)

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Section 3+
CIC relationship
and China JV with
CPPIB
Taopu Industrial Estate,
China
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
China Investment Corporation partnership
+ CIC is a wholly state-owned Chinese investment institution with over US$200 billion in assets under management
Who is CIC? + CIC is a long-term institutional investor and Goodman represents its first real estate platform investment
+ CIC has committed to a $500 million hybrid securities investment in Goodman (subject to securityholder approval) as a step towards a
broader long term relationship with the Group [1]
+ CIC is attracted to Goodman’s leading logistics platform in the Asia Pacific and Europe regions
+ Combination of CIC’s capital with Goodman’s management expertise provides opportunities to explore and participate in the global
logistics market
Partnership + CIC and Goodman have agreed to work together to explore a range of opportunities (subject to review and approval of CIC’s
opportunities Investment Committee) including [1] :
– Participation in new acquisitions
– Acquisition by CIC of assets currently held on Goodman's balance sheet
– Participation in significant private and public market transactions in regions across the Goodman platform
– Working with Goodman to grow its business globally, particularly in China
+ Providing the issue of the hybrid securities and CIC options are approved by securityholders, when they are converted CIC’s holding
in the Group is expected to be 18.2% (and will not exceed 19.9%)
Other
aspects + CIC will be invited to nominate a member to Goodman’s Board, subject to the appointment being reconfirmed at the next Annual
General Meeting [2]
1. CIC’s investment is conditional upon receipt of FIRB approval, the completion of the Equity Offer, final documentation of the Group's debt amendments and no material adverse changes to the Group
2. Subject to CIC holding a minimum of 10% of Goodman’s issued capital 12
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22 Goodman Group Retail Entitlement Offer 14 August 2009

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$500 million hybrid securities issue to CIC

- CIC has committed to a $500 million hybrid securities investment in Goodman as a step towards a broader long term relationship with the Group (subject to securityholder approval)[1]
- CIC has already received FIRB approval to hold up to 19.9% of the Group (via its investment in the Finance Facility in June 2009), but will now apply for further approval in relation to the hybrid securities investment
- Summary terms of the issue are outlined below – refer to the associated term sheet (lodged on the ASX) for further detail

Summary terms

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Description + Perpetual, unsecured, subordinated securities exchangeable into ordinary stapled securities of Goodman Group
+ $500 million split into three tranches: Tranche 1 – $225 million at $0.43; Tranche 2 – $150 million at $0.44; Tranche 3 – $125 million at
Issue size and exchange price $0.45
+ 10% per annum, payable semi-annually at the discretion of the issuer (non-cumulative)
Distributions
+ Step up of 1.0% from January 2012
Holder exchange right + No exchange before: Tranche 1 – 31 October 2009; Tranche 2 – 30 June 2010; Tranche 3 – 31 December 2010
+ Redeemable at Goodman’s election if the closing price of Goodman securities for 20 out of 30 consecutive trading days is in excess of
125% of the exchange price from:
Issuer redemption right – Tranche 1 – 31 December 2010 (price trigger of $0.538)
– Tranche 2 – 31 December 2011 (price trigger of $0.550)
– Tranche 3 – 30 June 2012 (price trigger of $0.563)
Voting rights + Usual voting rights for preference securities
1. CIC’s investment is conditional upon receipt of FIRB approval, the completion of the Equity Offer, final documentation of the Group's debt amendments and no material adverse changes to the Group 13
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
New China joint venture with CPPIB
+ Goodman has entered into a new joint venture with CPPIB to undertake logistics ownership and development in Mainland China [1]
+ The joint venture could invest a further $185 million to develop facilities on land currently owned by Goodman in Shanghai [2]
+ CPPIB is a federal Canadian corporation that manages the Canada Pension Plan’s long term liabilities
+ AUM of over $110 billion
Who is
CPPIB? + CPPIB takes a long term partnership approach and seeks to make significant investments through a small number of partners
+ The joint venture represents the first step in CPPIB’s relationship with Goodman that will look towards capitalising on other Asia
Pacific opportunities
CPPIB GMG
+ Initial portfolio of four properties seeded by Goodman – majority 80% 20%
sourced through new development opportunities
+ Goodman to receive usual funds management, property services New China JV
and development management fees
JV + Joint venture has first right of refusal over all logistics Portfolio size $163 million
structure opportunities sourced in Mainland China [3] Initial NPI yield 8.0%
+ Goodman will retain $92 million of land in Mainland China – will Number of properties 4
be offered to the JV once pre-commitments are secured Average property age 2 years
+ Three year debt facility of $70 million currently in documentation Occupancy 99%
(LTV < 50%, ICR > 1.5x) Weighted avg lease expiry 4.4 years
Geographic location 100% Greater Shanghai
1. Conditional on a $750 million Goodman equity raising
2. Subject to CPPIB’s Investment Committee approval of each new property transaction
14
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New China joint venture with CPPIB

First right of refusal can be extended with allocation of additional capital

Goodman Group Retail Entitlement Offer 14 August 2009 23

Appendix B (cont)

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Section 4+
Refinancing
activity
Amazon,
Germany
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Group refinancing activity

- Goodman has received strong support from its lenders with $1.2 billion of debt agreed to be extended across four facilities[1]
Forward start agreement to extend $438 million of the Syndicated Multi Currency Facility (SMCF) Tranche C for three years (extension fee of 100bps, margin of 3.00 – 3.50%)[2]
Forward start agreement to extend €340 million of the European Revolving Credit Facility (RCF) by one year to December 2013 (extension fee of 40bps, margin of 2.00%)
Extension of £30 million of the UK Term Loan for two years to September 2011 (extension fee of 75bps, margin of 2.25%)[3]
Commitment for a new $100 million unsecured three year facility from Macquarie on the same terms as SMCF Tranche C
- No repricing or fees on facilities not extended
- Goodman has undertaken to repay $520 million of the SMCF Tranche B and the Macquarie/CIC Finance Facility (drawn to $300 million) following the completion of the equity raising
- Establishment/extension fees and increased margins on the extended facilities will impact the Group’s interest expense by $21 million p.a.[4]

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1,600 30 June 2009 debt maturity profile ($m) [5] Pro forma debt maturity profile – post extensions ($m) [5]
1,400 Maturities satisfied by available liquidity [6]
Includes new $100m
1,200 Macquarie facility
1,000
800
600400 820 1,000 913 $520m SMCF and $300m Finance Facility repaid820 826 860 1,151
200 520 328 560 127 82 62 328
189 174
Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 FY14+ Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 FY14+
£30m of UK Term Loan extended
$438m of SMCF Tranche C extended
€340m of European RCF extended
1. Credit approved subject to documentation and Goodman capital raising of $1.2 billion
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Credit approved terms sheet to extend facility to the earlier of September 2012 and three years from signing facility documentation. Margin of 3.00% if LVR < 45%, 3.25% if LVR between 45% and 55%, 3.50% if LVR > 55%
Credit approved terms subject to documentation
Upfront fees of $9 million expensed through the statutory profit and loss on date of refinancing. $21 million reflects full year impact of repricing
Maturities reflect facility limits
Reflects application of liquidity from upfront initiatives against maturities only. Refer to slide 17 for sources and uses of upfront liquidity

24 Goodman Group Retail Entitlement Offer 14 August 2009

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Liquidity

- Total upfront available liquidity of approximately $2.2 billion post recapitalisation covers all maturing Group facilities to May 2012
- Additional proceeds from exercise of options[1] ($190 million) and retained net cashflows used to cover Tranche D of SMCF expiring in May 2012
393.3 million options to Macquarie[2] and 276.0 million options to CIC have been issued (669.3 million total options)
120.0 million options unconditional with the balance subject to securityholder approval (approval will be sought at the securityholder meeting which will be held to approve the CIC hybrid securities)
Macquarie has agreed to exercise its share of the unconditional options (30 million options totalling $7 million)[3] and will continue to hold the remainder of its options if they are approved

Sources and uses

Sources and uses
500 CIC hybrid securities 1,279 Ordinary equity 100 New Macquarie facility 2,168 Total upfront sources Sources $m Available liquidity4 160 China JV 129	$m Uses5 Repayment date
	Immediate
	520 SMCF Tranche B Recap
	300 Finance Facility Recap
	Cash available to fund
	250 n/a Potential Fund injections
	21 Sep 2009 UK RCF
	107 Dec 2009 Asian RCF
	82 May 2011 SMCF Tranche C6
	62 Sep 2011 UK Term Loan
	600 Feb 2012 Group Revolver
	226 May 2012 SMCF Tranche D7
	2,168 Total uses

Potential proceeds equate to $190 million should Macquarie (and its associates) and CIC exercise their options on Goodman securities (which relate to the Finance Facility announced on 19 May 2009 and 16 June 2009 respectively) at the adjusted blended strike price of $0.285 per security (subject to securityholder approval)
And its associates
Form part of the first tranche of options issued to Macquarie at $0.30 per security
Represents available liquidity of $308 million at 30 June 2009 net of estimated transaction costs and UK Term Loan Facility part-repayment (as per credit approved terms)
Reflects application of liquidity from upfront initiatives against maturities only and assumes CIC hybrid securities approved by securityholders
Represents the unextended portion of the $520 million maturity
Tranche D limit of $400 million covered to $226 million

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Group financial covenants

- Goodman has agreed amendments to some of its key banking covenants as part of the refinancing process, maintaining significant headroom[1]

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Covenants Revised definition Impact
Gearing ratio Net liabilities [2] as a percentage of net tangible assets is not more than 60% (reducing to 55% from 30 June 2011) Intangibles removed, thresholdincreased
Interest cover ratio EBITDA to interest expense at least 2.0x Headroom increased
Priority debt Secured debt as a percentage of total tangible assets is not more than 5% (however specific permitted uses where ratio iseither 2.5% or up to 7.5% over the short term) Tightened but flexibility forbusiness maintained
Unencumbered real property Net unsecured debt (total unsecured debt less unrestricted cash) to be not more than 100% of the amount of unencumbered Limits debt on cornerstones or
assets real property assets (all unencumbered direct assets including stabilised assets, development WIP and land bank) intangibles
Unencumbered assets Unsecured debt as a percentage of unencumbered assets is not more than 66.6% No change
Asset covenant sensitivities [3]
Cap rate 7.9% [4] 8.5% 9.0% 9.5% 10.0% Development holdings decline 0% (10)% (20)% (30)% (40)%
(look through) (look through)
Covenant gearing < 60% 34.3% 36.9% 39.3% 41.6% 44.0% Covenant gearing < 60% 34.3% 35.2% 36.1% 37.1% 38.2%
Unencumbered realproperty assets < 100% 54.7% 57.2% 59.2% 61.2% 63.1% Unencumbered realproperty assets < 100% 54.7% 56.7% 58.8% 61.1% 63.6%
Priority debt < 5% 1.0% 1.0% 1.1% 1.2% 1.2% Priority debt < 5% 1.0% 1.0% 1.0% 1.0% 1.1%
Unencumbered asset ratio 33.9% 36.0% 37.8% 39.6% 41.3% Unencumbered asset ratio 33.9% 34.6% 35.4% 36.2% 37.0%
< 66.6% < 66.6%
ICR covenant sensitivities [3]
EBITDA decline 0% (10)% (20)% (30)%
ICR > 2.0x 3.2x 2.9x 2.5x 2.2x
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Existing bond covenants remain unchanged. Covenant changes are subject to final documentation of the amendments and extensions to the SMCF Tranche C and Euro RCF as well as the capital raising
Net liabilities = total liabilities less cash and excludes trade payables, mark to market derivatives, deferred tax liabilities and provisions for securityholder distributions
Incorporate the full impact of the announced capital initiatives (Equity Offer, debt restructure and sale of assets to the new China JV with CPPIB) including the UK Term Loan part-repayment (as per credit approved terms)
Represents the pro forma 30 June 2009 weighted average cap rate of the Group and its share of managed fund assets (GAIF, ABPP, GELF, GHKLF, GMT, GEBPF, MGJLF and Colworth) 18

Goodman Group Retail Entitlement Offer 14 August 2009 25

Appendix B (cont)

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Fund debt structure
+ All Goodman funds are structured with conventional debt facilities
– No Group or cross-fund guarantees
– Fund debt facilities are non-recourse to the Group
+ Goodman funds generally comprise >90% of stabilised investment properties and all have single country or regional mandates
+ Fund weighted average unexpired debt term of 3.2 years post extensions (2.7 years pre extensions)
+ Establishment/extension fees and increased margins on extended Fund facilities will impact the Group’s share of co-investment income by
$21 million per annum [1]
30 June 2009 debt maturity profile ($m) [2] Pro forma debt maturity profile – post extensions ($m) [2]
5,790
2,952
2,288
936
70 620 592 480 522 70 59 417 80 172
Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 FY13+ Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 FY13+
GAIF ABPP GELF GHKLF GMT GEBPF MGJLF China JV GAIF ABPP GELF GHKLF GMT GEBPF MGJLF China JV
1. The Group’s share of upfront fees of $9 million expensed through each Fund’s statutory profit and loss on date of refinancing. $21 million reflects full year impact of repricing
2. Maturities reflect facility limits
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Fund debt structure

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19
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Goodman fund summary

- Refinancing package provides significant headroom for Goodman’s funds – Weighted average gearing of 42.9%[1,2] – Current weighted average cap rate of 7.7%[2] – Weighted average cap rate to covenant breach of 10.6% for FY10[2]
- Following summary is at 30 June 2009 – refer to Appendix B for detail on all Goodman’s funds with additional covenant analysis

	Goodman’s five largest Fund cornerstones	Goodman’s five largest Fund cornerstones	Goodman’s five largest Fund cornerstones	Goodman’s five largest Fund cornerstones	Goodman’s five largest Fund cornerstones
	GAIF	ABPP	GELF	GHKLF	GMT3
GMG co-investment	45.4%	35.8%	32.9%4	24.2%	28.0%
GMG co-investment	$1.1bn	$0.4bn	$0.4bn	$0.2bn	$0.2bn
Total assets	$4.6bn	$3.1bn	$2.8bn	$1.7bn	$1.3bn
Gearing1	41.6%	55.6%	45.3%	32.4%	35.3%
Weighted average debt expiry	2.8 yrs	4.1 yrs	3.3 yrs	2.8 yrs	2.1 yrs

WACR	7.9%	7.9%	6.8%	7.1%	8.7%
WACR at covenant5	11.1%	10.4%	9.1%	11.2%	10.6%
Cap rate expansion to breach	320bps	250bps	230bps	410bps	190bps

Calculated as net debt/total assets less cash
Based on GAIF, ABPP, GELF, GHKLF and GMT (as Funds in which Goodman has a significant investment) 3. As at 31 March 2009 (as disclosed to the New Zealand stock exchange on 14 May 2009) 4. Committed uncalled equity contributions will increase co-investment to 40.0%
Based on amended individual Fund covenants that are currently most capable of triggering an event of default in the Fund for FY10. Full detail and assumptions are provided in Appendix B

26 Goodman Group Retail Entitlement Offer 14 August 2009

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Strengthening funds [1]
+ Extension of $1,350 million syndicate facility for three years to August 2012
+ Reduced syndicate ICR covenant from 2.0x to 1.5x until August 2011 and to 1.75x thereafter
GAIF + Syndicate/Fund gearing covenants increased to provide additional headroom (from 55% and 50%, to 60% – both until August 2010)
+ Asset sales of $127 million in the last 12 months, with a further $64 million under due diligence
+ Discussions have commenced with lenders and investors in relation to refinancing the $250 million CMBS maturity in September 2010
+ Amended covenant package provides additional headroom – CMBS LTV test waived until August 2012 and gearing covenant
increased from 65% to 70% until August 2011 (reverting to 65% thereafter)
ABPP + Asset sales of £219 million in the last 12 months
+ Completed £335 million asset for equity swap which was supported by all existing investors
+ Extension of ! 762 million syndicate facility for one year to December 2012 € [2]
GELF + Increase in LTV covenant to provide additional headroom (increase from 60.0% to 67.5% until December 2011 then to 60%
thereafter)
+ Asset sales of ! 51 million completed in the last 12 months, with a further ! 13 million contracted and ! 21 million under due diligence € € €
+ Extension and upsizing of HK$1,009 million tranche to three years from signing (currently expires in March 2010)
– Demand of HK$2,100 million from lenders, with HK$977 million of credit approvals obtained
GHKLF + Asset sales of HK$591 million completed or contracted in the last 12 months
+ HK$1,600 million capital raising completed in November 2008
– HK$800 million of uncalled equity commitments can be drawn
+ Refinanced NZ$902 million bank facilities for three years, one year ahead of expiry
GMT
+ Disposed of four non-core assets for NZ$60 million with a further NZ$27 million under conditional contract
1. Refer to Appendix B for full detail on all managed funds
2. Extension has been credit approved by four of five lenders, with the remaining lender in their final approval process 21
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Section 5+
Strategy and
Group outlook
Dynamic Cargo Centre,
Hong Kong
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Goodman Group Retail Entitlement Offer 14 August 2009 27

Appendix B (cont)

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Group business model and outlook

- Goodman will continue to focus on its core business of owning, developing and managing industrial property
Significant opportunities to consolidate the business within existing Asia Pacific and European markets where Goodman has a strong presence
- - Significant de-gearing of the Group’s balance sheet – seek to maintain a sustainable capital structure by limiting the Group’s level of indebtedness
- - Proactively manage all debt expiries well ahead of due dates – no unfunded Group expiries until May 2012
Prudent + Negotiated significant covenant increases within managed funds which combined with ongoing asset sales and other equity initiatives provide financial substantial headroom approach + Group’s distribution policy amended to distribute the higher of 60% of operating earnings and taxable income to provide ongoing working capital + Revision of hedging policy to reduce levels of capital hedging to range of 70 – 95% thereby reducing impact of FX movements on Group liquidity and covenant positions (increased borrowing cost factored into projections)
High quality, diversified industrial property portfolio across Group and Funds Own + Investment in high quality industrial property remains the main activity of the Group (87% of Group FY10E operating EBITDA[1] ) + Goodman currently manages $14.5 billion of AUM across nine funds and enjoys strong relationships with its investment partners[2] + New relationships with CIC and CPPIB provide confidence in the Group’s business model and are strong indicators of Goodman’s ability to attract Manage new partners and capital + Strengthening of the Group’s balance sheet and Goodman’s leading position in key markets provide a favourable outlook for AUM growth + Development of new industrial facilities underpins other segments of the Group business model and generates management fees plus development profits for the Group Develop + Continued focus on mitigating ‘take-out’ and funding risk via pre-sales, development JVs and turnkey projects
Sufficient market demand combined with less-competitive landscape allows enhanced margins and reduced reliance on land banking – expect to reduce existing land bank
Based on look through investment EBITDA (refer to slide 25)
Pro forma 30 June 2009 post new China joint venture with CPPIB (and including the Colworth joint venture)

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Pro forma balance sheet

$1.8 billion equity raising ($2.0 billion post the exercise of options) and the joint venture with CPPIB significantly reduces Group leverage

		Upfront initiative	30 June 2009	Options conversion	30 June 2009
	30 June 2009	adjustments	(pro forma)	adjustment	(pro forma)
	$m	$m1	$m	$m	$m
Stabilised assets	2,820	(157)	2,663		2,663
Fund cornerstones2	2,733	44	2,777		2,777
Development holdings	1,318		1,318		1,318
Intangibles	1,125		1,125		1,125
Other assets	345	(26)	319		319
Total assets (net of cash)	8,341	(139)	8,202	-	8,202
Net interest bearing liabilities	(3,998)	1,804	(2,194)	190	(2,004)
Other liabilities	(565)	10	(555)		(555)
Total liabilities (net of cash)	(4,563)	1,814	(2,749)	190	(2,559)
Minorities	(319)	(481)	(800)		(800)
Net assets (post minorities)	3,459	1,194	4,653	190	4,843
Balance sheet gearing3	47.9%		26.7%		24.4%
Net asset value (per security)	$1.26		$0.78		$0.73
Undiluted net tangible assets (per security)	$0.85		$0.59		$0.564
Diluted net tangible assets (per security)	$0.745		$0.546		$0.546

China JV adjustment on a completed transaction basis. Adjustment to other liabilities represents DTL adjustment associated with the China JV. Adjustments net of transaction costs
Includes Goodman’s holdings in its managed funds (GAIF, ABPP, GELF, GHKLF, GMT, GEBPF, MGJLF, Colworth and China JV) and its other investments (IIF, J-REP, HDL and other JV’s)
Calculated as net debt/total assets less cash
Reflects exercise of the Macquarie and CIC options on issue
Diluted for the Macquarie and CIC options on issue
Fully diluted for the CIC hybrid securities and the Macquarie and CIC options on issue

28 Goodman Group Retail Entitlement Offer 14 August 2009

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FY10 operating earnings guidance

+ Operating business continues to perform strongly + Key assumptions for FY10: – No material changes to operating strategy or market conditions – No forecast of non-cash movements – FY10E incorporates full period of operating cost reduction strategies + Foreign exchange rates assumed as at 30 June 2009 + Impact of $1.8 billion of equity, sale of assets to new China JV with CPPIB, debt refinancings and increased margins on all refinanced facilities reflected in forecast FY10 NPAT reconciliation ($m) 500 (3) 439 (139) (15) 67 (42) (14) 310 (36) (8) FY09 EBIT Inv't M an't Dev't Unalloc- ated opex & D&A FY10E EBIT Interest, tax & minorities (pre) Net interest saving Debt re- pricing Hybrid coupon FY10E Operating NPAT	FY10E FY09A1 $m
	518 534 Investment
	50 64 Management
	54 90 Development
	(25) (24) Unallocated operating expenses
	597 664 Operating EBITDA (look through)
	587 655 Operating EBIT (look through)

	(148) (155) Look through interest and tax adjustment2

	439 500 Operating EBIT
	(66) (91) Net borrowing costs
	(5) 23 Tax benefit/(expense)
	368 432 Operating NPAT (pre minorities)3
	(58) (24) Minorities
	310 408 Operating NPAT (post minorities)
	5,402 2,341 Weighted average securities (undiluted) (million)
	5.7 17.4 Undiluted operating EPS (cps)
	5.2 n/a Diluted operating EPS (cps)4
	3.4 9.65 DPS (cps)
	3.2x 3.2x ICR

The audit of the statutory income statement and balance sheet is substantially complete with fully audited results to be reported on or before 31 August 2009. Operating results are based on the statutory income statement 2. Reflects adjustment to GMG share of Fund interest and tax
Excludes restructuring costs relating to debt refinancing which will be expensed through the statutory income statement in FY10
Fully diluted for the CIC hybrid securities and the Macquarie and CIC options on issue

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Investment

- Investment in high quality real estate remains the core activity of the Group – Occupancy stable at 94% at 30 June 2009 – No material increase in arrears over the last 12 months – 4.3% rental growth in the last 12 months
- Key drivers of forecast assumptions for FY10 – Stable occupancy
No market rent growth
– Full period effect of FY09 asset sales and increased investment in Funds
A$ appreciation results in lower foreign exchange revenues
- Strengthening of Fund debt profile and improved covenants enhances security of cornerstone income

Investment income ($m)	FY08A	FY09A1	FY10E
Direct	245	208	182
Cornerstones	204	326	336
Look through EBITDA	449	534	518
WACR (%) Key metrics	6.9 FY08A	7.9 FY09A1	n/a FY10E
WALE (yrs)	6.9	5.8	n/a
Occupancy (%) Customer retention (%)	95 76	94 76	94 75
Average rental growth (%)	4	4	-

- Conservative cornerstone distribution estimates
Assumed weighted average FY10E Fund distribution payout ratio of 70% in order to retain covenant headroom and liquidity within the Funds[2]
The audit of the statutory income statement and balance sheet is substantially complete with fully audited results to be reported on or before 31 August 2009. Operating results are based on the statutory income statement 2. Based on GAIF, ABPP, GELF, GHKLF and GMT (as Funds in which Goodman has a significant investment)

Goodman Group Retail Entitlement Offer 14 August 2009 29

Appendix B (cont)

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Management

- $14.5 billion[1] of external funds under management underpinned by strong relationships with investors and customers
- Institutional investor base with minimal retail investor exposure
- Expect to benefit from strong position of platform in Asia Pacific and Europe regions
- Lower YoY outlook in FY10E
Full period effect of FY09 devaluations and asset sales forecast
Forecast FY10 asset sales factored in
Minimal development driven growth and performance fees forecast
Lower AUM, no ‘transactional’ fees forecast and higher FX forecast
Assumed performance fee relates to GHKLF where significant accrued excess performance exists
- Significant opportunities exist to improve outlook
Expect to benefit from leading market position of platform in Asia Pacific and Europe regions
Continued ability to attract equity as evidenced by new joint venture with CPPIB
New CIC relationship expected to generate significant growth in AUM

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Management income ($m) FY08A [2] FY09A [3] FY10E
Base fees 97 81 60
Performance fees 37 5 8
Property service fees 42 46 28
Revenue 176 132 96
Expenses (80) (68) (46)
EBITDA 96 64 50
Key metrics FY08A FY09A FY10E [4]
Number of funds (end of period) [5] 8 8 9
External AUM (end of period) ($bn) [5] 14.3 14.3 13.6
EBIT margin (%) 54.0 48.7 52.5
Average remaining fund life (yrs) [5] 8.4 7.3 n/a
3rd party AUM by region (FY09A) $bn YoY change (%)
Australia 4.5 (2)
Asia 2.4 4
Europe 3.2 10
UK 3.0 (6)
New Zealand 1.2 (8)
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Pro forma 30 June 2009 post new China joint venture with CPPIB (and including the Colworth joint venture)
Includes discontinued funds divested in FY08
The audit of the statutory income statement and balance sheet is substantially complete with fully audited results to be reported on or before 31 August 2009. Operating results are based on the statutory income statement
Reflects the impact of the new China joint venture with CPPIB
Excludes GPI and A-REIT

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27
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Development

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+ Development remains a key component of the Goodman business Development income ($m) FY08A FY09A [1] FY10E
model
Turnkey projects 4 2 n/a
+ Goodman’s competitive position has improved despite development Pre-lease, pre-sold projects 140 75 n/a
volume having declined globally
– Major customers have continued demand for purpose built space and Fee for service 53 17 n/a
few development partners have capacity to deliver Transactional profits 191 24 n/a
+ Enhanced competitive position allows: Revenue 388 118 77
– Higher margins on development projects (higher rents and lower Expenses (89) (28) (23)
construction costs) EBITDA 299 90 54
– Ability to pursue projects on a pre-committed and pre-sold basis
+ $77 million of development revenues budgeted for FY10 Key metrics FY08A FY09A [1]
– Equates to $104 million on a pro forma basis (full year impact of Completions (m sqm) 1.35 1.28
Group recapitalisation)
– 24 advanced projects already identified for FY10 budget providing Number of developments 73 84
aggregate development revenue between $125 – $145 million Total end value ($m) 2,410 2,125
– No benefit from CIC and CPPIB relationships in China factored into Balance sheet development (%) 35 21
budget
Pre-commitment (%) 64 88
Shortlisted enquiries Return on capital (%) 19.0 6.4
Region No. of projects GLA (sqm) End value ($m)
Asia Pacific 6 568,666 1,080
Europe/UK 18 303,385 450
Total 24 872,051 1,530
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The audit of the statutory income statement and balance sheet is substantially complete with fully audited results to be reported on or before 31 August 2009. Operating results are based on the statutory income statement

30 Goodman Group Retail Entitlement Offer 14 August 2009

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Development – recent projects

- The following case studies highlight Goodman’s development policy of undertaking high quality projects whilst minimising risk and reducing development capital expenditure requirements, and how this has recently been implemented across its global platform

Asia Pacific

- In June 2009, Goodman secured an agreement for lease with the Red Cross for a facility from its redevelopment site in South Sydney
- Concurrently with the lease agreement, Goodman entered into a sale agreement with a private investor to purchase the land upfront and fund the capital expenditure to completion

UK/Europe

- In April 2009, Goodman secured a new pre-lease over 42,700 sqm in France to a leading luxury goods group
- Simultaneously, Goodman entered into a forward sale agreement with a European listed property group to progressively acquire the logistics facility for $41 million
- Total sale proceeds of $62 million

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Area 12,475 sqm
Lease term 20 years
Funding guarantee [1] 44% of facility end value
Funding of capex Purchaser
Goodman total return 12.1%
Artist’s impression, subject to change
1. Includes land paid upfront and bank guarantees
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Area 42,700 sqm
Lease term 9 years
Funding guarantee [1] 56% of facility end value
Funding of capex Purchaser
Goodman total return 17.0%
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Artist’s impression, subject to change
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29
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Section 6+
Equity Offer
Anagni Industrial Estate,
Italy
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Goodman Group Retail Entitlement Offer 14 August 2009 31

Appendix B (cont)

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Placement and entitlement offer

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+ Fully underwritten institutional placement and non-renounceable Equity Offer metrics
entitlement offer to raise up to $1,279 million at $0.40 per stapled
security (the Equity Offer ), comprising: 32.7% discount
21.1% discount
– Institutional placement of $167 million
– 1 for 1 entitlement offer of $1,112 million
+ New securities rank equally with existing securities and are entitled $0.59
to the expected December 2009 distribution $0.51
$0.40
+ Issue price of $0.40 offers:
– FY10E diluted EPS yield of 13.0% [1] (undiluted yield of 14.3%)
30 June 2009 5-day VWAP 2 Offer price
– FY10E DPS yield of 8.6% pro forma NTA
– 32.7% discount to pro forma 30 June 2009 NTA FY10 EPS trading yields [3]
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Average ex-GMG = 8.6%
13.0%
11.4%
9.2% 8.7%
7.6% 7.5% 7.0%
GMG DXS SGP GPT MGR WDC CFX
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Fully diluted for the CIC hybrid securities and the Macquarie and CIC options on issue
Source: IRESS price data as at 4 August 2009
Source: Bloomberg consensus EPS forecasts and IRESS price data as at 4 August 2009. GMG is based on fully diluted FY10E EPS and the issue price

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Indicative timetable

Event

Date

	Institutional offer opens	1pm (AEST), Thursday 6 August 2009
	Institutional offer closes	2.30pm (AEST), Friday 7 August 2009
	Institutional allocations advised	Friday 7 August 2009
	Trading resumes	Monday 10 August 2009
	Record date for determining entitlements for the entitlement offer	7pm (AEST), Tuesday 11 August 2009
	Retail offer opens	9am (AEST), Friday 14 August 2009
	Early acceptances due for the retail offer	5pm (AEST), Thursday 20 August 2009
	Settlement of the institutional offer and early acceptances for the retail offer	Tuesday 25 August 2009
	Allotment and trading for institutional offer and early acceptances for the retail offer	Wednesday 26 August 2009
	Retail entitlement offer closes	Friday 4 September 2009
	Allotment of new securities under the final retail allotment	Wednesday 16 September 2009
	Trading commences for new securities allotted under the final retail allotment	Thursday 17 September 2009
	Securityholder meeting to approve issue of the hybrid securities to CIC	mid-October 2009

Note: the above timetable is subject to variation and Goodman (in conjunction with the underwriters) reserves the right to amend any or all of these dates and times, subject to the Corporations Act, the ASX Listing Rules and any other applicable laws

32 Goodman Group Retail Entitlement Offer 14 August 2009

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Section 7+
Risks
Viersen Logistics Centre,
Germany
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Risks

Outline

- This section discusses some of the key risks associated with an investment in Goodman Group (GMG). This is not an exhaustive list of risks. Before investing in GMG, you should consider whether this investment is suitable for you. Potential investors should consider publicly available information on GMG (such as that available on the websites of GMG and ASX), carefully consider their personal circumstances and consult their stockbroker, solicitor, accountant or other professional adviser before making an investment decision. If any of the following risks materialise, GMG’s business, financial conditions and operational results are likely to suffer. In this case the trading price of securities in GMG may fall and you may lose all or part of your investment.

Transaction specific risks

- Non-approval by securityholders of options: In the event that securityholders do not approve the conditional options granted to Macquarie (and its associates) and CIC, the Group’s capital and liquidity position may be adversely affected in the event that the market price of the Group’s securities is above the exercise price. Rather than receiving the proceeds of the exercise price for the conditional options the Group may be required to provide a cash settlement to Macquarie (and its associates) and CIC equal to the net amount that they would have received if they had been able to exercise the options and sell the securities issued at that time.
- Non-approval by securityholders of the CIC hybrid securities: In the event that securityholders do not approve the issue of the CIC hybrid securities, the Group will not receive $500 million of capital. This will impact the Group’s capital and liquidity position by that amount with the consequence that the Group will only have sufficient liquidity to fund debt maturities to February 2012[1] . As a consequence, the Group’s balance sheet gearing would be 32.6%[2] and diluted FY10E EPS 5.7cps[3 ] (undiluted FY10E EPS of 6.2cps).
- Amendments to Group refinancing not completed: The extensions of the SMCF Tranche C and European RCF are, together with amendments to the Group’s covenants, conditional on final documentation being executed in respect of each based on the agreed term sheets as well as the capital raising being completed. In the event that this does not occur, the extensions will not become effective and the relevant amounts will remain due on their current maturity dates. While these maturities will be funded if the capital raising is completed, other maturities may be unfunded earlier than May 2012.
- Amendments to Funds refinancing subject to final documentation: Signed commitment letters have been received from each of the lenders in respect of the Fund facility extensions and covenant changes. These commitments are lender credit approved and are conditional on final documentation being executed by the respective lenders. Additionally, the extensions and covenant improvements to the GAIF Facility are also conditional, on amongst other things, the Group’s capital raising. If these Funds’ facility amendments are not effective, this may impact the ability of the Funds to comply with their covenants or meet their maturities which would impact the value of the Group’s investments, distributions received from the Funds as an investor, and management fees received as their manager.
Reflects application of liquidity from upfront initiatives against maturities only
Pro forma 30 June 2009. Calculated as net debt/total assets less cash 3. Fully diluted for the Macquarie and CIC options on issue

Goodman Group Retail Entitlement Offer 14 August 2009 33

Appendix B (cont)

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Risks

General risks affecting Goodman Group

- General economic risks: If the Australian economy (and/or any other economy in which GMG has operations) experiences a prolonged downturn this may have an adverse impact upon GMG’s earnings, cash flows and asset values. GMG’s business may be adversely effected via increased vacancy rates, lower rents and tenant defaults, higher lease incentives, lower development margins, lower funds management and performance fees, lower inflows into managed funds or other adverse consequences. Other economic factors which may impact upon GMG’s business include unemployment, inflation, monetary policy, regulatory change, consumer spending, business investment, taxation and the state of capital markets in general.
- Regulatory issues and changes in law: GMG may be materially affected by changes in laws or government legislation, regulation or policy. Future earnings, asset values and the market value of GMG securities quoted on the ASX may be adversely affected by these changes.
- Interest rates: Adverse fluctuations in interest rates, to the extent that they are not hedged or forecast, may impact GMG’s earnings. GMG’s asset values may also be affected by any impact that rising interest rates may have on property markets in which GMG operates.
- Exchange rates: GMG has international operations and assets held outside Australia. GMG’s financial performance will be affected by fluctuations in exchange rates.
- Inflation rate: Higher than expected inflation rates generally may increase operating costs. In particular, higher inflation could result in higher development costs and may potentially reduce the value of properties.
- Unemployment rate: Current volatile economic conditions increase the likelihood of unemployment levels rising over the coming months. Rising unemployment levels could lead to increased vacancy rates and lead to lower asset values.
- Environmental matters: Unforeseen environmental issues may affect any of GMG’s properties or property interests. These liabilities may be imposed irrespective of whether or not GMG is responsible for the circumstances to which they relate. GMG may also be required to remediate sites affected by environmental liabilities. The cost of remediation of sites could be substantial. In addition, if GMG is not able to remediate a site properly, this may adversely affect its ability to sell the relevant property or to use it as collateral for borrowings. Material expenditure may also be required to comply with new or more stringent environmental laws or regulations introduced in the future.
- Taxation implications: Future changes in taxation laws, including changes in interpretation or application of those laws by the course or taxation authorities, may affect taxation treatment of an investment in GMG’s securities, or the holdings and disposal of those securities. Tax considerations may differ between security holders, therefore, prospective investors are encouraged to seek professional tax advice in connection with any investment in securities. Further, changes in tax law, or changes in the way tax law is, or is expected to be, interpreted in the various jurisdictions in which GMG operates, may impact the future tax liabilities of GMG. Those laws may also adversely affect the taxation treatment of entities in GMG and that may in turn adversely affect the value of GMG’s securities or distributions on those securities.

As GMG consists of two entities, a trust and a company, in a stapled arrangement, any changes in the tax laws specifically affecting staples, or changes to the administration of current laws which affect stapled arrangements or the characterisation of transactions between stapled entities, could adversely affect securityholders’ interests.

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Risks

General risks affecting Goodman Group (cont.)

- Changes in accounting policy: GMG is subject to the usual business risk that there may be changes in accounting policies which may have an adverse impact upon the Group.
- Insurance: GMG and its managed funds maintain insurance coverage in respect of their properties and business. Some risks are not able to be insured at acceptable prices. Insurance coverage may not be sufficient and if there is an event causing loss it may be that not all losses will be recoverable. There is also the risk that insurers may not be able to meet indemnity obligations if and when they fall due, which would result in a loss to the Group. Additionally, insurance may be materially affected due to the global financial crisis such that insurance becomes more expensive, or in some cases, becomes unavailable.
- Competition: GMG faces competition in the markets in which it operates. GMG also operates with the threat of new competition entering the market. Competition may lead to an oversupply through overdevelopment, or to prices for existing properties or services being inflated via competing bids by prospective purchasers.
- Other external factors: Other external factors which may impact upon GMG’s financial performance include changes or disruptions to political, regulatory, legal or economic conditions or to the national international financial markets including as a results of terrorist attacks or war or insurrection.

Specific risks affecting Goodman Group

- Market price: The ASX price of GMG 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 GMG’s financial performance and position. More particularly, the continuing adverse consequences of the current economic and financial crisis may further depress the market price of GMG’s securities and assets.
- Credit ratings: The price of GMG securities and GMG’s ability to access debt at a reasonable cost may be affected by a ratings downgrade.
- Funding: The real estate investment and development industry tends to be highly capital intensive. The ability of GMG to raise funds on favourable terms for future refinancing, development and acquisitions depends on a number of factors including general economic, political, capital and credit market conditions. The inability of GMG 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.
- Refinancing: GMG is exposed to risks relating to the refinancing of existing debt instruments and facilities. As outlined on slides 16 and 19, GMG has a number of debt facilities maturing over the coming years. If the current illiquidity in global credit markets continues, it is possible that the Group may experience some difficulty in refinancing some or all of these debt maturities, and the terms on which they are refinanced may also be less favourable than at present. Difficulty in refinancing may necessitate asset sales, which may be transacted at levels below their book values.

34 Goodman Group Retail Entitlement Offer 14 August 2009

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Risks

Specific risks affecting Goodman Group (cont.)

- Debt covenants: GMG has various covenants in relation to its debt facilities, including interest cover and gearing ratio requirements. Factors such as falls in asset values, depreciation in the Australian dollar and the inability to achieve timely asset sales at prices acceptable to GMG could lead to a breach in debt covenants. In such an event, GMG’s lenders may require their loans to be repaid immediately.
- 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 GMG when economic factors such as rising interest rates and/or margins, severe economic downturns, availability of credit or further deterioration in the condition of debt and equity markets occur. If an investment is unable to generate sufficient cash flow to meet the principal and interest payments on its indebtedness, the value of GMG’s equity component could be significantly reduced or even eliminated.
- Property market risks: An investment in GMG is largely an investment in real estate and therefore may be adversely affected by changes to the underlying property, including: tenancy default or failure or delays in letting up premises and falls in rental and occupancy levels; capital expenditure requirements and increasing costs of plant equipment and labour and development and refurbishment risk; unforseen structural deterioration or failure; unforseen litigation with tenants; claims under legislation relating to indigenous occupants of land; native title claims; claims under environmental legislation; and changes in legislation and regulations, both in Australia and countries outside Australia, particularly in relation to planning. The Group is also 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 value of assets.
- 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 short-term in response to changes in economic or other conditions.
- Investments in Funds: GMG holds interests in a number of Funds. The net asset value of GMG’s cornerstone investments in the Funds may decrease if the value of the property assets in those funds were to decline. GMG also derives income from providing property and funds management services to these entities. The various Funds’ bank loans have gearing and other financial covenants which require ongoing compliance and capital management. In the event that covenants were breached this would be likely to impact the value of the Group’s investment and distributions received from these investments and fees received as their manager. The borrowings of these entities are non-recourse to GMG.
- Fixed nature of costs: Many costs associated with property assets are fixed in nature. The value of assets may be adversely affected if the income from the asset declines while these fixed costs remain unchanged.
- Acquisitions and development: From time to time the Group will be involved in the acquisition of properties to add to its property portfolio. While it is GMG’s policy to conduct a thorough due diligence process in relation to any such acquisition, risks remain that are inherent in such acquisitions. The Group is also involved in the development of industrial properties. Development risks include changes in construction costs and development timetables.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Risks

Specific risks affecting Goodman Group (cont.)

- Change in value and income of properties: Returns from investment in properties largely depend on the rental income 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) operating, maintenance and refurbishment expenses, as well as unforeseen capital expenditure; (f) supply of developable land, new properties and other investment properties; (g) investor demand/liquidity in investments; and (h) the capitalisation rates considered appropriate by independent valuers, which may change in response to market conditions.
Any fluctuation in the value of the properties as a result of changes in the property market will affect GMG’s gross asset value, its level of gearing, its net tangible asset backing per stapled security and its LVR position versus covenants within the managed funds. In addition, the change in value will be recorded in the profit and loss statement as an unrealised gain or loss, and while it does not impact on GMG’s underlying earnings or distributions, it does impact on GMG’s net profit after tax. In general, valuations represent only the analysis and opinion of qualified experts at a certain date – they are not guarantees of present or future values. The valuation of a property may be materially higher than the amount that can be obtained from the sale of a property in certain circumstances, such as under a distress or liquidation sale. Goodman considers the valuation of stabilised properties on a six monthly cycle. The value of all owned assets was last considered at 30 June 2009. Managed funds have differing cycles and certain external revaluations may have been provided up to nine months ago. However, the value of all assets held by managed funds was considered by Goodman at 30 June 2009. Under Goodman’s calculation of distributable income available for distribution, the effect of unrealised gains and losses from property revaluations is excluded.
- 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 GMG’s customers may reduce the income received from its assets.
- 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.
- Financial forecasts: The risk that any of the assumptions used in preparing the financial forecasts pertaining to this investor presentation may not be achieved, such that the forecast distributions cannot be achieved.
- Reliance on third party equity and funds: As a fund manager, earnings (both current and future) of GMG include fees from the establishment and management of wholesale and other unlisted funds. The ability of GMG to continue to derive such income is dependent on the ability of GMG to continue to source and maintain equity from new and existing institutional investors and high net worth individuals for current and future funds.

Goodman Group Retail Entitlement Offer 14 August 2009 35

Appendix B (cont)

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Appendix A+
FY09 results –
further information
Venlo North Logistics Centre,
The Netherlands
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

FY09 results – valuations and asset sales

- $669 million devaluation of direct properties and proportionate share of Fund owned properties for 2H FY09 ($1,158 million for full year)
2H FY09 7.3% average decline driven by 61bps weighted average cap rate expansion to 7.9%
Represents devaluations of (10.7)% or 99bps for full year FY09
100% of portfolio revalued – 61% externally valued
- Direct stabilised assets devalued $324 million for 2H FY09 ($522 million for full year)
64bps WACR expansion to 8.1% (105bps for full year)
- Fund owned property devalued $345 million for 2H FY09 ($636 million for full year)
55bps WACR expansion to 7.7% (93bps for full year)
- Development land and WIP devalued $149 million for 2H FY09 ($210 million for full year)
- Valuations supported by asset sales undertaken over the last 12 months

30 June 2009 property valuations (look through)

Region	GMG 2H09 movement	Fund 2H09 movement	Book value 30 Jun 09	WACR 30 Jun 091
Australia	$m (193)	(188) $m	$m 4,268	% 8.0%
New Zealand	(4)	(21)	362	8.7%
Hong Kong	-	(5)	536	7.1%
Japan China	(2) -	- (40)	180 248	5.5% 9.2%
UK Europe (ex-UK)	(93) (32)	(64) (27)	2,098 1,386	8.1% 7.6%
Total	(324)	(345)	9,078	7.9%

Contracted asset sales in last 12 months (Group and Funds)

Region		W/avg sale cap rate	Relative to book value
	$m	%	%
Asia Pacific UK and Europe	673 833	8.1% 7.7%	(6.7)% (2.0)%
Total	1,506	7.9%	(4.2)%

Stabilised properties only

36 Goodman Group Retail Entitlement Offer 14 August 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Stabilised direct Australian portfolio

Portfolio snapshot

- High quality portfolio of 30 stablised Australian industrial properties
- Majority exposed to Sydney, New South Wales with total net lettable area of over 1.2 million sqm
- Diversified tenant base – top 10 tenants make up 30.5% of portfolio income
- Approximately 230,000 sqm leased during FY09 with an average rental increase of 3.7% across the portfolio

Key metrics[1]

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Portfolio size $2.1 billion
Number of properties 30
Weighted average cap rate 8.0%
Occupancy 95.5%
Weighted average lease expiry 4.1 years
Number of customers 218
Customer retention (by income) [2] 74.6%
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Geographic diversification

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WA SA
4% 2%
VIC
14%
NSW
80%
1. As at 30 June 2009
2. Excludes customer relocations
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Lease expiry profile
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		%
<	1 year	23
1	- 2 years	16
2	- 3 years	12
3	- 4 years	7
4	- 5 years	6
>	5 years	36

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

FY09 results – intangibles and derivatives

- A substantially audited review of intangibles valuation has been conducted
Review based on DCF and has resulted in a $33 million write-down
UK logistics businesses primarily affected by market conditions, remaining European and Asia Pacific value intact reflecting substantial growth and improvement in earnings quality since acquisition
No balance sheet recognition for internally generated intangibles in Australia
European intangibles valuation based on discount rates of between 11 – 15%
Short term cash flow period assumptions reflect current or lower than current income levels with a recovery to normalised levels in four – five years

Intangibles – segment carrying values

	Book value	Adjusted for acquisitions	Book value 30 June 2009
	30 June 2008 $m	and FX $m	post write-down $m
Continental Europe	689	728	728
UK business parks UK logistics	146 233	146 233	122 224
New Zealand	5	5	5
Hong Kong	-	25	25
China Total	- 1,073	21 1,158	21 1,125

Long term growth assumptions are typically 2.5% pa
- Adverse FX and interest rate movements have impacted the balance sheet
$(229) million interest rate hedge mark to market movement due to falling global interest rates
$(128) million mark to market movement in Group share of Fund interest rate hedges has impacted cornerstone values
A$ depreciation has resulted in a $(51) million cross currency mark to market movement and has increased gearing as a result of foreign denominated debt
- No near term liquidity events from maturing cross currency swaps with maturities between 2011 to 2013

FY09 derivative movements

	FY09 net movement	GMG liability as at
	from FY08 $m	30 June 2009 $m
Interest rate hedges (Group)	(229)	(163)
Cross currency swaps	(51)	(36)
Forward exchange contracts Total	- (280)	(200) (1)
Interest rate hedges (share of Funds)	(128)	n/a

- Costs of out of the market interest rate hedges will be spread over the life of the derivatives and have been factored into forecasts

Goodman Group Retail Entitlement Offer 14 August 2009 37

Appendix B (cont)

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
FY09 results – liquidity
+ Cash and available lines of credit of $308 million at 30 June 2009 Sources and uses of liquidity
+ Liquidity has been impacted by the following: Sources $m Uses $m
– A$ depreciation, particularly to the Euro – result of A$ facility limits Opening liquidity 1,686 Net investing cash flow 1,160
and multi-currency drawings Operating profit 408 Distribution paid 430
– Committed acquisitions, Fund commitments and development Capital raising 924 Debt repayments 1,327
capex – now largely funded Finance Facility [1] 300 FX impacts 72
– February 2009 distribution Cash in China escrow 21
– Lower than expected asset sales and operating cash flows Total 3,318 Total 3,010
– Repayment of facilities ($560 million in 2H FY09 and $767 million in Closing liquidity 308
1H FY09)
Liquidity bridge ($m)
408 (1,160)
1,686
924 (1,327)
(430)
300 (21) 308
(72)
As at 30 June Operating profit Net investing Distribution paid Capital raising Debt FX impacts Finance Facility 1 Cash held for Cash and
2008 cashflow repayments China in escrow available
(ex Finance) facilities as at
30 June 2009
1. Additional $185 million undrawn portion of Finance Facility conditional on FIRB approval and signing of audited accounts 43
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
FY09 results – profit and loss
Operating income – FY08 to FY09
47 (37)
567 (32) (209)
22 25 31 (6) 408
FY08 operating Cornerstone Direct income Management Development Unallocated Borrow ing Tax Minorities FY09 operating
income income operating costs income
expenses
(actual)
NPAT – FY08 to FY09
251 (1,017)
(1,120)
(159)
(196)
(73) 74
-74.0
FY08 NPAT Revaluations Operating income Non-recurring items Derivative mark to Other non-cash FY09 NPAT
market items
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44
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38 Goodman Group Retail Entitlement Offer 14 August 2009

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Appendix B+
Funds overview
Amazon,
United Kingdom
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Funds overview

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+ Goodman’s funds management platform is underpinned by nine Fund vehicles [1]
+ Industrial/business park specialist vehicles throughout Asia Pacific and Europe
Partnership + Supported by major institutional investors
approach + A number of significant investors invest in several of the Group’s Funds
+ Generally Funds have first rights to acquire assets from the Group
+ Dedicated geographic funds that invest in high quality real estate
Clear + Primarily ‘core’ income producing funds
strategy + Each Fund denominated in a single currency
+ Balanced gearing levels
+ Best practice governance structures with independent approval committees
Best + No cross guarantees or recourse to the Group
practice
+ Substantial cornerstone alignment
1. Includes new China joint venture with CPPIB and the Colworth joint venture
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Goodman Group Retail Entitlement Offer 14 August 2009 39

Appendix B (cont)

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Goodman Australia Industrial Fund

Fund snapshot

- Established in December 2005, Goodman Australia Industrial Fund ( GAIF ) is Australia’s largest unlisted industrial fund
- GAIF invests in high quality Australian industrial and business space assets concentrated in major east coast cities
- Owner of over three million sqm of industrial and business space assets in Australia
- Measured exposure to developments – approximately 7% of assets
- Approximately 400,000 sqm of leasing concluded during FY09 – in line with passing rentals

Long-dated WALE of 6.3 years (by net income)[1]

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%
< 1 year 15
1 - 2 years 11
2 - 3 years 6
3 - 4 years 8
4 - 5 years 11
> 5 years 49
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Key metrics [1]
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Total assets A$4.6 billion
Interest bearing liabilities A$2.0 billion
Gearing [2] 41.6%
Customers 352
Number of properties 105
Occupancy 97.0%
Weighted average cap rate 7.9%
GMG co-investment 45.4%
GMG co-investment A$1.1 billion
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Top 10 customers make up 35% of portfolio income[1]

		%
	Coles	8
	Toll	7
	Coca-Cola Amatil	4
	Linfox	3
	Woolworths	3
	ACI	3
	Metcash	2
	CSC	2
	Aristocrat Leisure	2
	Ikea	1

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1.As at 30 June 2009
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2.Calculated as net debt/total assets less cash

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Goodman Australia Industrial Fund

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Covenant compliance [1,3]
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Capital management initiatives

- Extension of $1,350 million syndicate facility for three years to August 2012[1] , and $100 million syndicate facility for two years to August 2011[[1]]

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+ Gearing covenant [4]
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August 2011 [[1]] Actual Headroom
+ Reduced syndicate secured pool ICR from 2.0x to 1.5x until August Covenant
2011 and to 1.75x thereafter [1]
20% 25% 30% 35% 40% 45% 50% 55% 60% 65%
+ Reduced Fund ICR covenant from 1.85x to 1.65x until August 2011
and to 1.75x thereafter [1] + Group ICR covenant [5]
+ Syndicate/fund gearing covenants increased to provide additional Actual
headroom (from 55% and 50%, to 60% – both until August 2010) [1,2] Covenant Headroom
+ Discussions have commenced with lenders and investors in relation
to refinancing the $250 million CMBS maturity in September 2010 1.00x 1.25x 1.50x 1.75x 2.00x 2.25x
+ WACR of 11.1% required to breach gearing covenant in FY10 [3,4]
Asset sale program Debt maturity profile
+ $127 million of asset sales within 7% of book value 68.6%
+ Sales of non-core product at WACR of 8.5%
Sales in last 12 months Proceeds ($m)
Completed 127
15.7%
In due diligence 64 12.7%
Total 191 3.0%
Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 FY14+
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Condition precedent on Group completing SMCF Tranche B and the Macquarie/CIC Finance Facility repayment
Covenants increase to 60% in FY10, reverting to 52.5% in FY11 and to 50% in FY12
Based on Fund covenants that are currently most capable of triggering an event of default in the Fund, excluding three small single-asset non-recourse facilities
As at 30 June 2009, adjusted for cash on balance sheet, contracted asset sales and contracted development capital expenditure
12 month forward looking allowing for revised bank facility margins

40 Goodman Group Retail Entitlement Offer 14 August 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Arlington Business Parks Partnership

Fund snapshot

- Arlington Business Parks Partnership ( ABPP ) is a core plus unlisted fund which invests, develops and manages business parks located in key UK regional and urban fringe office markets
- Largest business park provider in the UK
- Fund has undertaken a number of major capital initiatives to improve its financial metrics

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Key metrics [1]
Total assets A$3.1 billion
Interest bearing liabilities A$1.8 billion
Gearing [2] 55.6%
Customers 100
Number of business parks 23
Occupancy 88.6%
Weighted average cap rate 7.9%
GMG co-investment 35.8%
GMG co-investment A$0.4 billion
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Long-dated WALE of 9.1 years (by net income)[1]

Top 10 customers make up 45% of portfolio income[1]

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% %
0 - 5 years 21 Verizon UK Ltd 11
6 - 10 years 35 T Mobile (UK) Ltd 10
11 - 15 years 35 Constellation Wines Europe Ltd 5
> 15 years 9 Park Business Centres Ltd 4
Cadbury Schweppes Plc 3
Amgen 3
Panasonic UK Limited 3
GMAC-RFC Ltd 3
Great Bear Distribution Ltd 2
ICM Computer Group Plc 2
1.As at 30 June 2009
2.Calculated as net debt/total assets less cash
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Arlington Business Parks Partnership

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Capital management initiatives Covenant compliance [1,2]
+ LTV covenant on CMBS waived until August 2012, reverting to 77% + Gearing covenant [3]
thereafter [1]
Actual Headroom
+ Increased gearing covenant on bank and CMBS facility to 70% (from Covenant
65%) until August 2011, reverting to 65% thereafter [1]
20% 30% 40% 50% 60% 70% 80%
+ Targeted asset sales program with £219 million disposed or
contracted in the last 12 months + Fund ICR covenant [4]
+ Completed £335 million asset for equity swap which was supported Actual
by all existing investors Covenant Headroom
+ WACR of 10.4% required to breach gearing covenant in FY10 [2,3 ] 0.75x 1.00x 1.25x 1.50x
Asset sale program Debt maturity profile
+ £219 million of asset sales in the last 12 months, at WACR of 7.8% 53.2%
+ Represented a 6% discount to book value 46.8%
Sales in last 12 months Proceeds (£m)
Completed 152
Contracted 67
Total 219
Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 FY14+
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1.Credit approved terms subject to documentation

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2.Based on Fund covenants that are currently most capable of triggering an event of default in the Fund, during the term of the CMBS LTV covenant waiver
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3.As at 30 June 2009, adjusted for cash on balance sheet and contracted asset sales
4.12 months forward looking allowing for revised bank facility margins

Goodman Group Retail Entitlement Offer 14 August 2009 41

Appendix B (cont)

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Goodman European Logistics Fund

Fund snapshot

- Goodman European Logistics Fund ( GELF ) is an unlisted fund that invests in high-quality warehouse and logistics properties throughout continental Europe
- Over 400,000 sqm of existing space leased during FY09, in line with valuation rentals
- Significant weighting to core western European countries (>80%)

DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS istics Fund	DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS istics Fund
Key metrics1
Total assets	A$2.8 billion
Interest bearing liabilities	A$1.3 billion
Gearing2	45.3%
Customers	69
Number of properties	85
Occupancy	98.0%
Weighted average cap rate3	6.8%
GMG co-investment4	32.9%
GMG co-investment	A$0.4 billion

Long-dated WALE of 6.0 years (by net income)[1]

		%
<	1 year	7
1	- 2 years	7
2	- 3 years	10
3	- 4 years	12
4	- 5 years	18
>	5 years	47

1.As at 30 June 2009

Top 10 customers make up 41% of portfolio income[1]

		%
	Kuehne + Nagel	19
	Amazon	4
	Cinram	3
	Deutsche Post	3
	DSV	3
	CEVA	2
	ND Logistics	2
	Nippon Express	2
	Carrefour	1
	Sinteco	1

2.Calculated as net debt/total assets less cash
3.Fund valuations as at 31 December 2008
4.Committed uncalled equity contributions will increase co-investment to 40%

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Goodman European Logistics Fund

Capital management initiatives

- Extension of €762 million syndicate facility for one year to December 2012[1]
- Increase in LTV covenant to provide additional headroom (increase from 60.0% to 67.5% for 18 months then to 60% thereafter)
- Increase in Net to Total Assets covenant to provide additional headroom (increase from 60% to 63% for term)
- WACR of 9.1% to breach Net to Total Assets covenant[2,3]

Asset sale program

- €64 million in asset sales, with a further €21 in due diligence
- Completed at a 5% discount to book value
- Sales reflect a WACR of 7.7%

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Sales in last 12 months Proceeds (€m)
Completed 51
Contracted 13
In due diligence 21
Total 85
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Covenant compliance[2]

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+ Net to Total Assets covenant [3,5]
Actual Headroom
Covenant
30% 35% 40% 45% 50% 55% 60% 65%
+ ICR measure [4]
Actual
Covenant Headroom
0.75x 1.00x 1.25x 1.50x 1.75x
Debt maturity profile
99.2%
0.8%
Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 FY14+
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Extension has been credit approved by four of five lenders, with the remaining lender in their final approval process
Based on Fund covenants that are currently most capable of triggering an event of default in the Fund
As at 30 June 2009, adjusted for cash on balance sheet, contracted asset sales, development capex and committed but undrawn equity
12 month forward looking allowing for revised bank facility margins
Headroom shown on covenant’s inverse relationship = total liabilities to total assets

42 Goodman Group Retail Entitlement Offer 14 August 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Goodman Hong Kong Logistics Fund

Fund snapshot

- Established in April 2006, Goodman Hong Kong Logistics Fund ( GHKLF ) is an unlisted fund that invests in institutional grade logistics/warehouse properties in Hong Kong
- The Fund manages over 800,000 sqm across Hong Kong’s industrial regions with access to a 300,000 sqm development pipeline
- Largest owner of industrial space in Hong Kong
- Approximately 260,000 sqm leased during FY09 at average rental increases of 34%

Key metrics[1]

Total assets	A$1.7 billion
Interest bearing liabilities	A$0.6 billion
Gearing2	32.4%
Customers	224
Number of properties	18
Occupancy	95.1%
Weighted average cap rate3	7.1%
GMG co-investment	24.2%
GMG co-investment	A$0.2 billion

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WALE of 2.4 years (by net income) [1]
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%
< 1 year 37
1 - 2 years 35
2 - 3 years 6
3 - 4 years 2
4 - 5 years 7
> 5 years 13
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As at 30 June 2009 2. Calculated as net debt/total assets less cash

Top 10 customers make up 38% of portfolio income[1]

		%
	Diamond Sparkling	11
	Deutsche Post	5
	Equinix	4
	Wilson Logistics	3
	Schenker International	3
	WPG Electronics	3
	Man Sun Godown Limited	3
	JSI Logistics	3
	Santa Fe Transport Int'l	2
	Kyocera Mita Industrial Co	2

Stabilised portfolio only

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Goodman Hong Kong Logistics Fund

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Capital management initiatives
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Covenant compliance[1]

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+ Extension and upsizing of HK$1,009 million tranche to three years + LVR covenant [2,3]
from signing (currently expires in March 2010)
Actual Headroom
– HK$2,100 million of demand received from lenders with HK$977
million of credit approvals obtained Covenant
+ Asset sales of HK$591 million in the last 12 months 20% 25% 30% 35% 40% 45% 50% 55%
+ HK$1,600 million capital raising completed in November 2008 + ICR covenant [4]
– HK$800 million of uncalled equity commitments can be drawn Actual
+ Fund in a solid position with WACR of 11.2% required to breach LVR Covenant Headroom
covenant (excluding contribution of uncalled committed equity and
unencumbered development assets) [1,2] 1.00x 1.25x 1.50x 1.75x 2.00x 2.25x 2.50x 2.75x 3.00x 3.25x
Asset sale program Debt maturity profile
+ HK$591 million of asset sales completed and contracted
+ Secondary assets sold at 6.9% WACR (1% premium to book values)
25.5% 25.3% 25.6%
23.7%
Sales in last 12 months Proceeds (HK$m)
Completed 201
Contracted 390
Total 591
Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 FY14+
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Based on Fund covenants that are currently most capable of triggering an event of default in the Fund
As at 30 June 2009, adjusted for cash on balance sheet and contracted asset sales
Excludes uncalled committed equity and unencumbered development assets
12 month forward looking allowing for revised bank facility margins

Goodman Group Retail Entitlement Offer 14 August 2009 43

Appendix B (cont)

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Goodman Property Trust

Fund snapshot

- Managed by Goodman since December 2003, Goodman Property Trust ( GMT ) is New Zealand’s largest listed industrial property trust by market capitalisation
- GMT invests in office parks, industrial estates, business parks and warehouse/distribution centres in Auckland and Christchurch – NZ’s largest distribution centres
- Strong underlying portfolio performance despite challenging environment
4.0% growth across 102 rent reviews completed in FY09
5.4% growth on market or inflation linked reviews in FY09
- Approximately 160,000 sqm leased during FY09

Long-dated WALE of 5.9 years (by net income)[1,4]

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%
< 1 year 10
1 - 2 years 9
2 - 3 years 11
3 - 4 years 6
4 - 5 years 12
> 5 years 52
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As at 31 March 2009 (as disclosed to the New Zealand stock exchange on 14 May 2009)
Calculated as net debt/property assets
As at 31 July 2009
Represents portfolio on completion of commenced developments and pending settlements 5. Based on NTA

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Key metrics [1]
Total assets A$1.3 billion
Interest bearing liabilities A$0.4 billion
Gearing [2] 35.3%
Customers 235
Number of properties 23
Occupancy 96.0%
Weighted average cap rate 8.7%
Market capitalisation [3] A$0.7 billion
GMG co-investment [3,5] 28.0%
GMG co-investment [3] A$0.2 billion
Top 10 customers make up 32% of portfolio income [1]
%
Toll 5
New Zealand Post 5
Air New Zealand 4
DHL 4
Linfox Logistics 3
Fletcher Building 3
Turners Auctions 2
SCA Hygiene 2
Vodafone 2
Vector 2
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55
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Goodman Property Trust

Capital management initiatives[1]

- Refinanced NZ$902m bank facilities for three years, one year ahead of expiry
- Disposed of four non-core assets for NZ$60 million with a further NZ$27 million under conditional contract
- Proceeds of asset sales used to repay debt and fund development activity
- Development expenditure scaled back, with focus on higher return hurdles and only pre-committed developments
- Fund in a solid position with a WACR of 10.6% required to breach its LVR covenant[2]

Asset sale program[1]

- NZ$87 million in asset sales during FY09
- Sold at 5% premium to book value
- Secondary assets sold on WACR of 9.3%

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Sales in last 12 months Proceeds (NZ$m)
Completed 60
Conditional contract 27
Total 87
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Covenant compliance[1]

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+ LVR covenant [2]
Actual Headroom
Covenant
20% 25% 30% 35% 40% 45% 50%
+ ICR covenant [2]
Actual
Covenant Headroom
1.00x 1.25x 1.50x 1.75x 2.00x 2.25x 2.50x 2.75x 3.00x 3.25x
Debt maturity profile [1]
81.9%
12.8%
5.3%
Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 FY14+
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As at 31 March 2009 (as disclosed to the New Zealand stock exchange on 14 May 2009) 2. Based on main GMT syndicate facility

44 Goodman Group Retail Entitlement Offer 14 August 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Goodman European Business Parks Fund

Fund snapshot

- Goodman European Business Parks Fund ( GEBPF ) is a core plus unlisted fund which invests in, develops and manages business parks located in major economic hubs across Europe (ex-UK)
- Portfolio comprises six business parks valued at A$0.6 billion
- Development orientated fund that will dispose completed developments in medium term

Key metrics[1]

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Total assets A$0.6 billion
Interest bearing liabilities A$0.4 billion
Gearing [2] 58.6%
Customers 138
Number of business parks 6
Occupancy 73.0%
Weighted average cap rate 7.6%
GMG co-investment 15.5%
GMG co-investment A$0.04 billion
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Long-dated WALE of 4.0 years (by net income)[1]

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%
< 1 year 14
1 - 2 years 10
2 - 3 years 16
3 - 4 years 16
4 - 5 years 13
> 5 years 31
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Top 10 customers make up 41% of portfolio income[1]

		%
	Valourec & Mannesmann	6
	Industria Turbo Propulsores	6
	Dimetronic	5
	Technip	5
	Henkel Technologies	5
	Arlington Business Centres France	3
	Still France	3
	Sitlel Iberia Teleservices	3
	Volvo Maquibaria	2
	Transcom Worldwide	2

1.As at 30 June 2009 2.Calculated as net debt/total assets less cash

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Goodman European Business Parks Fund

Asset sale program

- €76 million of assets sold and under due diligence
- Within 5% of book value

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Sales in last 12 months Proceeds (€m)
Completed 44
In due diligence 32
Total 76
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Covenant compliance[1]

- Five asset-specific funding facilities
- All facilities in compliance with covenants
- Asset sales have provided additional headroom to covenants
- Weighted average covenant gearing of 60.0% compared to weighted average covenant of 74.3%

Debt maturity profile[1]

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48.3%
18.4% 19.6%
13.7%
Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 FY14+
1. As at 30 June 2009
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Goodman Group Retail Entitlement Offer 14 August 2009 45

Appendix B (cont)

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Macquarie Goodman Japan Logistics Fund
Fund snapshot Key metrics [1,2]
+ Macquarie Goodman Japan Logistics Fund ( MGJLF ) invests in Total assets A$0.9 billion
high quality logistics assets in recognised and emerging
warehouse, distribution and logistics locations in Japan Interest bearing liabilities A$0.5 billion
Gearing [3] 61.3%
+ Goodman holds no direct interest in MGJLF – interest is held
Customers 17
through the Group’s listed investment in J-REP Co., Ltd
Number of properties 15
+ Modern portfolio with average age of approximately two years Occupancy 79.0%
Capital management Weighted average cap rate 5.6%
GMG co-investment n/a
+ Interest cover ratio is the only trigger of an ‘event of default’ in the GMG co-investment n/a
Fund’s debt facility – comfortably covered at last review
+ Interest cost 100% hedged for term of debt facility
Long-dated WALE of 9.3 years [1] Debt maturity profile [1]
% 100.0%
< 5 years 27
5 - 10 years 32
10 - 15 years 17
15 - 20 years 22
> 20 years 2
Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 FY14+
1.As per the Fund’s audited accounts at 28 February 2009, with no material movements to 30 June 2009
2.Based on combined MGJLF and Japan Wholesale Fund vehicles
3.Calculated as net debt/total assets less cash 59
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Appendix C+
Moorabbin asset
for equity swap
Homebush Corporate Park,
Australia
60
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46 Goodman Group Retail Entitlement Offer 14 August 2009

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Moorabbin asset for equity swap
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+ The Goodman Board is investigating an asset for equity swap with Asset photo
Goodman Holdings Group ( GHG ) in relation to a significant
business park in Melbourne [1]
– A sub-committee of the Board has been put in place given GHG is a
related party
– Any transaction must be of financial benefit to the Group and be
consistent with the Group’s business plan
+ Significant land bank in a strategically located business park
precinct which complements Victorian business
– Total land area of 294 hectares
– Traditional income producing investments on circa 25% of the site
– 75 hectares of developable area (circa 25% of the site)
+ Intention would be to provide consideration in Goodman scrip (or
equity equivalent) such that:
– Would not be detrimental to EPS or NTA
– Deferred for an appropriate period of time
+ Any agreement will require:
– An independent expert’s report
– Securityholder approval
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1.GHG owns 67% of the asset with the remainder held by a non-related third party. The intention will be to acquire the total interest in the asset
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Appendix D+
Offer jurisdictions
Kersdonk Industrial Estate,
Belgium
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Goodman Group Retail Entitlement Offer 14 August 2009 47

Appendix B (cont)

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Offer jurisdictions

United Kingdom

- This document is only intended for distribution on a confidential basis to persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as Relevant Persons). Any investment or investment activity described in this document is available only to Relevant Persons and will be engaged in only with the Relevant Persons. The transmission of this document to any person in the UK other than a Relevant Person is unauthorised and may contravene the Financial Services and Markets Act 2000 (the FSMA). Neither this document nor any accompanying letter or other document has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the FSMA) has been published or is intended to be published in respect of the Securities. Accordingly, the Securities may not be offered or sold in the United Kingdom, except to persons which are qualified investors within the meaning of section 86(7) of the FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor should its contents be disclosed by recipients to any other person. The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

United States

- 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 ( Securities Act ) ( US Person )). Securities may not be offered or sold in the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, registration. The stapled securities to be offered and sold in the equity raising 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, and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons unless the securities are registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, registration. In addition, GMG has not, and will not, be registered under the US Investment Company Act of 1940, in reliance on an exception provided by Section(c)(7) thereof. This document may not be distributed or released in the United States or to, or for the account or benefit of, any US Person.
- By accepting this presentation you agree to be bound by the foregoing limitations.

New Zealand

- The institutional placement is restricted in New Zealand to persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money or who otherwise pay a minimum subscription price of at least NZ$500,000 for Securities under this offer.
- The entitlement offer is made to existing holders of Securities under the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).
- This offering document does not constitute and should not be construed as an offer, invitation, proposal or recommendation to apply for Securities by persons in New Zealand who do not meet the above criteria. Applications or any requests for information from persons in New Zealand who do not meet the above criteria will not be accepted.

Singapore

- This document and any other materials in connection with the Offer relating to Singapore have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of securities may not be circulated or distributed, nor may securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than as described below and/or otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"). This document does not constitute an advertisement of securities in Singapore.
- This document has been given to you on the basis that you fall within one of the categories of investors described below. In the event that you are not an investor falling within one the categories set out below, please return this document to Goodman Group immediately. Please do not forward or circulate this document to any other person. The categories of investors are: Existing holders of the Securities
This Offer is made to existing holders of Securities under the exemptions in Sections 273(1)(cd)(i) and 282X(3)(e)(i), collectively, of the SFA.
Institutional and other Relevant Investors
A separate offer is being made to institutional investors under Section 274 and Section 282Y of the SFA; and to relevant persons pursuant to Section 275 and Section 282Z of the SFA, in accordance with the conditions specified therein.
It should be noted that there are on-sale restrictions (set out in, among others, Sections 276 and 282ZA of the SFA) applicable to all investors who acquire securities pursuant to these exemptions. All such investors are advised to acquaint themselves with such provisions and comply with them accordingly. The offer is not made to you with a view to the Securities (or any of them) being subsequently offered for sale to any other party. In the event of any doubt as to your legal rights and obligations, please obtain appropriate professional advice. 63

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Offer jurisdictions

Switzerland

Neither the Securities nor the Entitlements may be publicly offered, sold or advertised, directly or indirectly, in or from Switzerland. Neither this document nor any other offering or marketing material relating to the Securities or the Entitlements constitutes a prospectus as that term is understood pursuant to article 652a or 1156 of the Swiss Federal Code of Obligations or the Swiss Federal Act on Collective Investment Schemes (the CISA ), and neither this document nor any other offering or marketing material relating to the Securities and the Entitlements may be publicly distributed or otherwise made publicly available in Switzerland. The Securities and the Entitlements may only be offered, sold or advertised, and this document as well as any other offering or marketing material relating to the Securities or the Entitlements may only be distributed by way of private placement to qualified investors within the meaning of article 10 para 3 and 4 of the CISA and article 6 of the Ordinance on Collective Investment Schemes in accordance with the regulations of the Swiss Financial Market Supervisory Authority ( FINMA ). Neither the Trust, the Securities nor the Entitlements are authorized by or registered with FINMA under the CISA. Therefore, investors do not benefit from protection under the CISA or supervision by FINMA.

European Economic Area

This document has not been approved by the competent authority in a member state of the European Economic Area (a Member State) or, where appropriate, approved in another Member State and notified to the competent authority of any other Member State in accordance with the Prospectus Directive. In relation to each member state of the European Economic Area, which has implemented the Prospectus Directive (each a Relevant Member State), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) no offer of the Securities and Entitlements to the public in that Relevant Member State has or will, except that, with effect from and including the Relevant Implementation Date, an offer of Securities and Entitlements may be made to the public in that Relevant Member State:
Following the date of publication of a prospectus in relation to the Securities and Entitlements, which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or final terms, as applicable;
At any time to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or

In any other circumstances falling within Article 3(2) of the Prospective Directive, provided that no such offer of Securities and Entitlements referred to in (b) to (e) above shall require the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an 'offer of Securities and Entitlements to the public' in relation to any Securities and Entitlements in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities and Entitlements to be offered so as to enable an investor to decide to purchase or subscribe for the Securities and Entitlements, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression 'Prospectus Directive' means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Each subscriber for or purchaser of Securities and Entitlements in the offering located within a Relevant Member State will be deemed to have represented, acknowledged and agreed that it is a qualified investor within the meaning of Article 2(1)(e) of the Prospectus Directive (Qualified Investor). In the case of any Securities and Entitlements being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, warranted to and agreed with the Underwriter and the Issuer that: (i) the Securities and Entitlements acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors, or in circumstances in which the prior consent of the Underwriter has been obtained to each such proposed offer or resale; or (ii) where Securities and Entitlements have been acquired by it or on behalf of persons in any Relevant Member State other than Qualified Investors, the offer of those Securities and Entitlements to it is not treated under the Prospectus Directive as having been made to such persons. The Issuer and the Underwriter, each of their respective affiliates and others will rely upon the truth and accuracy of the foregoing representation, warranty and agreement. Notwithstanding the above, a person who is not a Qualified Investor and who has notified the Issuer and the Underwriter of that fact in writing may, with the consent of the Issuer and the Underwriter, be permitted to subscribe for or purchase Securities and Entitlements.

At any time to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
At any time to any legal entity that has two or more of: (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than EUR 43,000,000 and (iii) an annual net turnover of more than EUR 50,000,000, as shown in its last annual or consolidated accounts;

48 Goodman Group Retail Entitlement Offer 14 August 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Offer jurisdictions

France

- Prospective investors are informed that no prospectus (including any amendment, supplement or replacement thereto) has been or will be prepared in connection with the Offer that has been approved by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers. No prospectus subject to the approval (visa) of the French Market Authority (Autorité des Marchés Financiers) has been, or will be, prepared in connection with the Securities.
- The Securities and Entitlements are not issued in the French Republic and the Securities and Entitlements may not be offered or sold nor will be offered or sold to the public in the French Republic and neither this document nor any other material or other material or information relating to the Securities may be released, issued or distributed, caused to be released, issued or distributed, to the public in France, or used in connection with any offering of the Securities to the public in France, except that the Securities and Entitlements may be offered exclusively to(i) persons licensed to provide the investment service of portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pourcompte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account, all as defined and in accordance with Article L. 411-1 and L. 411-2 of the French Code Monétaireet Financier and applicable regulations thereunder.
- Prospective investors are informed that (i) such prospective investors may only take part in the transaction solely for their own account, as provided in Articles D. 411-1, D. 411-2, D. 734-1, D.744-1, D. 754-1 and D. 764-1 of the French Code Monétaire et Financier and (ii) the Securities and Entitlements may not be further distributed, directly or indirectly, to the public in the French Republic otherwise than in accordance with Article L. 411-1, L. 411-2, L. L. 4121 and L.621-8 to L. 621-8-3 of the French Code Monétaire et Financier and applicable regulations thereunder.

Germany

- The Securities and the Disclosure Statement have not been notified to, registered with or approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") for public offer/public distribution under German law.
- Accordingly, the Securities may not be distributed or offered to or within Germany by way of public distribution or offer within the meaning of applicable German laws, public advertisement or in any similar manner. This document and any other document relating to the Securities as well as any information contained therein may not be supplied to the public in Germany or used in connection with any offer for subscription of the Securities to the public in Germany or by any other means of public marketing.
- This document and any other document relating to the Securities as well as any information contained therein are strictly confidential any may not be distributed to any person or entity other than the recipient hereof to whom this document is personally addressed.

Denmark

- This document has not been filed with or approved by the Danish Financial Supervisory Authority or any other regulatory authority in the Kingdom of Denmark. The Securities have not been offered or sold and may not be offered, sold or delivered directly or indirectly to the public in Denmark and the Issuer has represented and agreed that it will not, directly or indirectly, (i) offer or sell the Securities or distribute any offering materials relating to the Securities that would constitute a public offering in Denmark, or (ii) offer or sell any Securities to any investor in Denmark unless; (a) the Securities are offered to qualified investors only; (b) the total number of non-qualified investors in Denmark to which the Securities are offered is below 100; or (c) the minimum investment by any investor is at least 50,000 Euro; or (d) any other exemption from the duty to publish a prospectus under the Danish Securities Trading Act and Executive Orders issued pursuant thereto are applicable.

Luxembourg

- This Offer does not constitute a public offering in Luxembourg. The Offer may not be advertised and the Securities may not be offered or sold, and this Presentation or any other offering material relating to the Securities may not be distributed, directly or indirectly, to any persons in Luxembourg other than to qualified investors as defined in Article 2 (1)(j) of the law of 10 July 2005 on prospectuses for securities or (ii) other investors in circumstances which do not require the publication by the issuer of a prospectus, information circular, brochure or similar document pursuant to Article 5 of the aforementioned law.
- The Offer has not been and will not be notified to the Luxembourg Supervisory Authority for the Financial Sector (“Commission de Surveillance du Secteur Financier”) and this Presentation or any other offering material relating to the Securities has not been and will not be approved by the Luxembourg regulatory authorities. Any representation to the contrary is unlawful.

The Netherlands

- The Securities and Entitlements described herein may not, directly or indirectly, be offered or acquired in The Netherlands, and this document may not be circulated in The Netherlands as part of an initial distribution or at any time thereafter, except
To qualified investors (gekwalificeerde beleggers) within the meaning of Section 1:1 of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), as amended from time to time; and/or
To investors who acquire the Securities and Entitlements against a minimum consideration of EUR 50,000 or the equivalent thereof in another currency.
- The Issuer has not been registered for public offer or distribution in The Netherlands and the Issuer is not licensed under the Dutch Financial Markets Supervision Act. Consequently, the Issuer is not subject to the prudential and conduct of business supervision of the Dutch Central Bank (De Nederlandsche Bank N.V.) and the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten).

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Offer jurisdictions

Ireland

This document and any other materials in connection with the Offer relating to Ireland do not constitute a prospectus within the meaning of Part 5 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland. No offer of securities to the public is made, or will be made, that requires the publication of a prospectus pursuant to Irish prospectus law (within the meaning of Part 5 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland) in general, or in particular pursuant to the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland.
- This document has not been approved, reviewed or registered with the Irish Financial Services Regulatory Authority. This document does not constitute investment advice or the provision of investment services within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended) or otherwise. The Issuer is not an authorised investment firm within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended) and the recipients of this document should seek independent legal and financial advice in determining their actions in respect of or pursuant to this document.
- This document and the information contained herein are private and confidential and are for the use solely of the person to whom this document is addressed. If a prospective investor is not interested in making an investment, this document should be promptly returned. This document does not, and shall not be deemed to, constitute an invitation to the public in Ireland to purchase interests in the Trust. No person receiving a copy of this document may treat it as constituting an invitation to them to purchase interests in the Trust or a solicitation to anyone other than the addressee.
- This document has not been approved by the Irish Financial Services Regulatory Authority. The Trust has not been authorised and is not supervised by the Irish Financial Services Regulatory Authority. Accordingly, no action will be taken by the Trust, the Trust manager or its placement agent(s), and no units in the Trust may be offered or sold in Ireland, in circumstances which would open the Trust to participation by the public in Ireland (within the meaning of Section 9 of the Unit Trusts Act 1990 of Ireland).

Canada

- The Securities may not be offered or sold, and this document may not be distributed, directly or indirectly, in any province or territory of Canada or to or for the benefit of any resident of any province or territory of Canada, except pursuant to an exemption from the requirement to file a prospectus in the province or territory in which such offer or sale is made, and only by a dealer duly registered under the applicable securities laws of that province or territory in circumstances where no exemption from the applicable registered dealer requirements is available. All Canadian investors will be required to confirm in their representations that they are "accredited investors" as defined in National Instrument 45-106 Prospectus and Registration Exemptions and they are familiar with the Goodman Group through prior investments or business contacts.

Norway

This document has not been approved by, or registered with, any Norwegian securities regulators pursuant to the Norwegian Securities Trading Act of 29 June 2007, as amended. The Presentation and any other materials in connection with the Offer relating to Norway have not been approved or disapproved by, or registered with the Oslo Stock Exchange, the Norwegian FSA, the Norwegian Registry of Business Enterprises or any other Norwegian authority. Accordingly, neither the Presentation nor any other offering material relating to the offering of the Securities and Entitlements constitutes, or shall be deemed to constitute, an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007. The Securities and Entitlements may not be offered or sold, directly or indirectly, in Norway except:
In respect of an offer of Securities and Entitlements addressed to investors subject to a minimum purchase of Securities and Entitlements for a total consideration of not less than € ! 50,000 per investor;
To “professional investors” as defined in the Norwegian Securities Regulation of 29 June 2007 no. 876, being;
Legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest insecurities;
Any legal entity which is registered as a professional investor with the Oslo Stock Exchange (No. Oslo Børs) and which has two or more of; (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than € ! 43,000,000; (3) an annual net turnover of more than ! 50,000,000, as shown in its € last annual or consolidated accounts;
Any natural person which is registered as a professional investor with the Oslo Stock Exchange (No. Oslo Børs) and which has two or more of; (1) an average execution of at least ten – 10 – transactions in securities of significant volume per quarter for the last four quarters; (2) a portfolio of securities with a market value of at least € ! 500,000; (3) worked or works, for at least one – 1 – year, within the financial markets in a position which presuppose knowledge of investing insecurities;
To fewer than 100 natural or legal persons (other than “professional investors” as defined in the Norwegian Securities Regulation of 29 June 2007 no. 876), subject to obtaining the prior consent of the Underwriter for any such offer;
In any other circumstances provided that no such offer of Securities and Entitlements shall result in a requirement for the registration, or the publication by the Issuer or the Underwriter of a prospectus pursuant to the Norwegian Securities Trading Act of 29 June 2007.

Goodman Group Retail Entitlement Offer 14 August 2009 49

Appendix B (cont)

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Offer jurisdictions

Hong Kong United Arab Emirates + The contents of this document have not been reviewed or approved by any regulatory + This document is strictly private and confidential and is being distributed to a limited number of authority in Hong Kong. In particular, this document has not been, and will not be, registered investors and must not be provided to any person other than the original recipient, and may not as a 'prospectus‘ in Hong Kong under the Companies Ordinance (Cap 32) (the CO) nor has it be reproduced or used for any other purpose. been authorised by the Securities and Futures Commission (the SFC) in Hong Kong pursuantto the Securities and Futures Ordinance (Cap 571) of the Laws of Hong Kong (the SFO). + By receiving this document, the person or entity to whom it has been issued understands, Recipients are advised to exercise caution in relation to any offer of Securities by GMG. If acknowledges and agrees that neither the Securities nor the Presentation have been approved recipients are in any doubt about any of the contents of this document, they should obtain by the U.A.E. Central Bank, the U.A.E. Ministry of Economy and Planning or any other independent professional advice. This document does not constitute an offer or invitation to authorities in the U.A.E., nor has the placement agent, if any, received authorisation or licensing the public in Hong Kong to acquire any Securities nor an advertisement of Securities in HongKong. This document must not be issued, circulated or distributed in Hong Kong other than: from the U.A.E. Central Bank, the U.A.E. Ministry of Economy and Planning or any otherauthorities in the United Arab Emirates to market or sell the Securities within the United Arab Emirates. No marketing of the Securities has been or will be made from within the United Arab
– To 'professional investors' within the meaning of SFO and any rules made under that Emirates and no subscription to the Securities may or will be consummated within the United ordinance (Professional Investors); or Arab Emirates. It should not be assumed that the placement agent, if any, is a licensed broker,
– In other circumstances which do not result in this information being a 'prospectus' as dealer or investment advisor under the laws applicable in the United Arab Emirates, or that it defined in the CO nor constitute an offer to the public which requires authorisation by advises individuals resident in the United Arab Emirates as to the appropriateness of investing in the SFC under the SFO. or purchasing or selling securities or other financial products. The interests in the Securities may
- Unless permitted by the securities laws of Hong Kong, no person may issue or have in its not be offered or sold directly or indirectly to the public in the United Arab Emirates. This doesnot constitute a public offer of securities in the United Arab Emirates in accordance with the possession for issue, whether in Hong Kong or elsewhere, any advertisement, invitation or Commercial Companies Law, Federal Law No. 8 of 1984 (as amended) or otherwise. accessed or read by, the public of Hong Kong other than with respect to Securities which aredocument relating to the Securities, which is directed at, or the content of which is likely to be + Nothing contained in this document is intended to constitute investment, legal, tax, accounting or or are intended to be disposed of only to persons outside Hong Kong or only to Professional other professional advice. This document is for your information only and nothing in this Investors. Any offer of the Securities will be personal to the person to whom relevant offer document is intended to endorse or recommend a particular course of action. You should consult documents are delivered by or on behalf of GMG, and a subscription for the Securities will with an appropriate professional for specific advice rendered on the basis of your situation. only be accepted from such person. No person who has received a copy of this document + The Securities are not being offered, distributed, sold or publicly promoted or advertised, directly may issue, circulate or distribute this document in Hong Kong or make or give a copy of this or indirectly, to, or for the account or benefit of, any person in the Dubai International Financial document to any other person. No person allotted Securities may sell, or offer to sell, such Centre ( DIFC ). This document is not intended for distribution to any person in the DIFC and any Securities to the public in Hong Kong within six months following the date of issue of such such person that receives a copy of this document should not act or rely on this document and Securities. should ignore the same. The Dubai Financial Services Authority has not approved the Securities or the Presentation nor taken steps to verify the information set out in it, and has no responsibility for it.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Exchange rates

- Statement of Financial Position – exchange rates as at 30 June 2009
AUDGBP – 0.4872 (30 June 2008 – 0.4860) – AUDEUR – 0.5751 (30 June 2008 – 0.6117) – AUDHKD – 6.2586 (30 June 2008 – 7.4812) – AUDSGD – 1.1699 (30 June 2008 – 1.3093) – AUDNZD – 1.2428 (30 June 2008 – 1.2678) – AUDUSD – 0.8114 (30 June 2008 – 0.9592) – AUDJPY – 77.760 (30 June 2008 – 103.58) – AUDCAD – 0.9377 (30 June 2008 – 0.9741)
- Statement of Financial Performance – average exchange rates for the 12 months to 30 June 2009 – AUDGBP – 0.4625 (30 June 2008 – 0.4475) – AUDEUR – 0.5416 (30 June 2008 – 0.6100) – AUDHKD – 5.8048 (30 June 2008 – 6.9822) – AUDSGD – 1.0916 (30 June 2008 – 1.2855) – AUDNZD – 1.2289 (30 June 2008 – 1.1668) – AUDUSD – 0.7473 (30 June 2008 – 0.8961) – AUDJPY – 74.206 (30 June 2008 – 98.659) – AUDCAD – 0.8631 (30 June 2008 – 0.9048)

50 Goodman Group Retail Entitlement Offer 14 August 2009

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Goodman Group Retail Entitlement Offer 14 August 2009 51

+ Appendix C

ASX institutional offer completion announcement dated 10 August 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

asx release+

Goodman Group successfully completes institutional component of $1.3 billion equity raising

Date 10 August 2009

Release Immediate

Goodman Group (Goodman or the Group) is pleased to announce the successful completion of a $923 million fully underwritten institutional equity raising, which received very strong support from Goodman’s existing institutional securityholders and new investors. The offer price for the new stapled securities (New Securities) under the institutional offer is $0.40 per New Security.

Of the $923 million, $167 million has been raised through an institutional placement (Placement) and $756 million through the institutional component of an accelerated 1-for-1 non-renounceable entitlement offer (Entitlement Offer). Existing eligible institutional securityholders took up approximately 98% of their entitlements under the Institutional Entitlement Offer, which resulted in overwhelming demand for the placement.

The retail component of the Entitlement Offer (Retail Entitlement Offer), which is also fully underwritten, is expected to raise $355 million taking the total size of the Equity Offer (being the Entitlement Offer and Placement) to $1,278 million.

The Equity Offer was announced to the market on 6 August 2009 in conjunction with other capital management and strategic initiatives. The proceeds of the Equity Offer and the other initiatives, including the $500 million offer of hybrid securities to China Investment Corporation (CIC), which is subject to securityholder approval, will primarily be used to reduce net debt and ensures the Group has a robust balance sheet and sustainable capital structure.

Goodman Group’s Chairman, Ian Ferrier said “We are delighted with the very strong support the institutional offer has received from our existing institutional securityholders and new investors and thank them for their continued confidence in the Group.”

Goodman Group’s Chief Executive Officer, Greg Goodman said “This significant achievement is particularly pleasing as it demonstrates the resilience of our operating model and allows us to continue to focus on our core business of owning, developing and managing industrial property and business space in our key markets.”

New Securities under the institutional component of the Entitlement Offer and the Placement will rank equally with existing Goodman stapled securities and are expected to be issued on Wednesday, 26 August 2009. Trading of these New Securities on ASX will commence on the same day.

Commencement of the Retail Entitlement Offer

The Retail Entitlement Offer will open on Friday, 14 August 2009 and is expected to close at 5.00pm (AEST) on Friday, 4 September 2009. The terms of the Retail Entitlement Offer are the same as the terms under the institutional component of the Entitlement Offer with eligible securityholders having the opportunity to subscribe for one New Security for every one existing stapled security in Goodman held at 7.00pm (AEST) on Tuesday, 11 August 2009 (Record Date), at the offer price of $0.40 per New Security.

Eligible retail securityholders may also apply for New Securities in excess of their Entitlement (Additional Securities). Additional Securities will only be allocated to eligible retail securityholders as determined by Goodman in its absolute discretion, having regard to offsetting the dilutionary impact of the Placement and the issue of hybrid securities to CIC.

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 Limited ABN 69 000 123 071 Goodman Funds Management Limited ABN 48 067 796 641 AFSL Number 223621

52 Goodman Group Retail Entitlement Offer 14 August 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Eligible retail securityholders wishing to participate in the Retail Entitlement Offer will need to have regard to the Retail Entitlement Offer booklet and personalised entitlement and acceptance form which is expected to be mailed to each eligible retail securityholder on Friday, 14 August 2009.

The Retail Entitlement Offer is not being extended to any securityholder outside Australia or New Zealand.

GMG securities are expected to resume trading on the ASX today.

For further information, please contact Goodman Group:

Greg Goodman Group Chief Executive Officer +61 2 9230 7400

Goodman Group Retail Entitlement Offer 14 August 2009 53

Appendix C (cont)

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

About Goodman

For more information please visit www.goodman.com

Important information

This announcement may contain 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. Statements regarding certain plans, strategies and objectives of management and indications of, and guidance on, future earnings and financial position and performance are also forwardlooking statements. Due care and attention has 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 are cautioned not to place undue reliance on forward-looking statements. Goodman Group assumes no obligation to update such information.

– Ends –

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62 Goodman Group Retail Entitlement Offer 14 August 2009

~~www.goodman.com~~

AI assistant

GOODMAN GROUP — Capital/Financing Update 2009

64998_rns_2009-08-13_dcdf16f4-7f02-4ecf-b1cf-b7df4b43cfac.pdf

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

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

Goodman Group comprises:

Important information

Contents

Chairman’s letter+

Dear Securityholder,

Chairman’s letter (cont)

+ Key dates for the Equity Offer

+ How to apply

1. The Retail Entitlement Offer

2. Please read the enclosed:

3. Consider the Retail Entitlement Offer in light of your particular investment objectives and circumstances

4. Complete the accompanying Entitlement and Acceptance Form

Nominees

5. Acceptance of the Retail Entitlement Offer

6. Mail or deliver

7. Enquiries

+ Important information

The information in this Booklet is important and requires your immediate attention

Quotation

Not investment advice

You should:

No cooling-off rights

Eligible Retail Securityholders

Additional Securities

Taxation

Information availability

Rounding of New Securities

No entitlements trading

Governing law

Financial data

Past performance

Future performance and forward-looking statements

Foreign jurisdictions

Underwriting

Disclaimer of representations

+ Appendix A

asx release+

Summary

Capital Management Initiatives

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Strategic Relationships

CIC

CPPIB

The Equity Offer

Financial Results FY2009

Outlook and FY10 Earnings

Further details of the Equity Offer

Securityholder enquiries

About Goodman

About CIC

About CPP Investment Board

Important information

Endnotes

+ Appendix B

Important notice and disclaimer

Presentation of general background

Not an offer

Not investment advice

Future performance

Financial data

Appendix B (cont)

Contents

Initiatives overview

Group outlook

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

FY09 results – balance sheet

FY09 results – profit and loss

$500 million hybrid securities issue to CIC

Summary terms

New China joint venture with CPPIB

Group refinancing activity

Liquidity

Sources and uses

Group financial covenants

Fund debt structure

GOODMAN GROUP Capital/Financing Update 2009