GOODMAN GROUP — Capital/Financing Update 2009

Aug 9, 2009

No:

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ASX Circular GOODMAN GROUP – ACCELERATED NONRENOUNCEABLE PRO RATA ENTITLEMENT OFFER Date: 10 August 2009 AND PLACEMENT TO RAISE APPROXIMATELY $1,278 Key topics MILLION.

1. Goodman Group

2. ASX Code: GMG

Participating Organisations are advised that Goodman Group (the “Group”) has announced a 1 for 1 accelerated non-renounceable pro rata entitlement offer (the “Entitlement Offer”), at an offer price of 40 cents per new stapled security (the “Offer Price”) to raise approximately $1,111 million. The Group has also announced an institutional placement of new stapled securities (the “Institutional Placement”) at the Offer Price to raise $167 million.

1. Entitlement Offer

The Entitlement Offer has two components:

Reading List

Client Advisers Compliance Managers Corporate Advisory DTR Operators Issuers Institutions ASTC Participants Office Managers Operations Managers (back office) Research Analysts ACH Participants Market Participants

• An institutional entitlement offer, where offers have been made to qualifying institutional stapled security holders for them to apply for their pro-rata entitlement to raise approximately $756 million (the “Institutional Entitlement Offer”).

• A retail entitlement offer, where an offer will be made to qualifying retail stapled security holders for them to apply for their pro-rata entitlement to raise approximately $355 million (the “Retail Entitlement Offer”).

The Entitlement Offer and Institutional Placement are fully underwritten.

The Record Date for the Entitlement Offer is 11 August 2009.

The Retail Entitlement Offer is expected to close on 4 September 2009.

Authorised By

Andrew Black

Contact

Kimberley Brown

The Group will ignore changes in stapled security holdings which occur after the commencement of the trading halt on Thursday, 6 August 2009 (other than registrations of transactions which were effected through ITS before the commencement of the trading halt).

New stapled securities issued under the Entitlement Offer and Institutional Placement will rank equally with existing stapled securities on issue.

ASX Limited ABN 98 008 624 691 Exchange Centre 20 Bridge Street Sydney NSW 2000 PO Box H224 Australia Square NSW 1215

Internet: http://www.asx.com.au

No responsibility is accepted for any inaccuracies contained in the matter published.

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The indicative timetable in relation to the Entitlement Offer is as follows:

Business Day (Date)	Action
(Thursday, 6 August 2009)	Trading halt begins.Announcement Date: Announce Entitlement Offer and Placement.Institutional Offer - Opening Date: First day on which acceptances may bereceived for Institutional Entitlement Offer and Placement (if any). Book opensat 11:00am.
(Friday, 7 August 2009)	Institutional Offer - Closing Date: Last day by which acceptances may bereceived for Institutional Entitlement Offer and Placement (if any). Book closesat 10:00am.
(Monday, 10 August 2009)	Announce results of Institutional Offer (pre-open)Trading Halt Lifted: Trading of GMG securities resumes. All securities tradeex-entitlement.
(Tuesday, 11 August 2009)	Record Date for Entitlement Offer: Books close at 7:00 pm for the purpose ofidentifying GMG securityholders entitled to participate in the Entitlement Offer.
(Friday, 14 August 2009)	Retail Entitlement Offer - Opening Date: Despatch of Retail EntitlementOffer materials to security holders. Lodge Retail Entitlement Offer materialswith ASX. First day on which acceptances may be received under RetailEntitlement Offer.
(Thursday, 20 August 2009)	Retail Entitlement Offer - Early Close Date: Last day by which acceptancesmay be received for early close of the Retail Entitlement Offer at 5pm.
(Tuesday, 25 August 2009)	Initial Settlement Date: Settlement under the Placement, the InstitutionalEntitlement Offer and for early acceptances received under the RetailEntitlement Offer.
(Wednesday, 26 August 2009)	Initial Allotment Date: Allotment of New Securities under the Placement, theInstitutional Entitlement Offer and for early acceptances received under theRetail Entitlement Offer.Trading of New Securities: Normal settlement trading of New Securitiesissued under Initial Allotment.
(Friday, 28 August 2009)	Despatch Date: Holding Statements despatched for New Securities issuedunder Initial Allotment.
(Friday, 4 September 2009)	Retail Entitlement Offer - Final Close Date: Last day by which acceptancesmay be received under the Retail Entitlement Offer.
(Wednesday, 9 September 2009)	Retail Shortfall Notification to Underwriters
(Tuesday, 15 September 2009)	Retail Entitlement Offer – Final Settlement Date: Settlement for finalacceptances received under the Retail Entitlement Offer.
(Wednesday, 16 September 2009)	Retail Entitlement Offer - Final Allotment Date: Allotment of New Securitiesfor final acceptances received under the Retail Entitlement Offer.
(Thursday, 17 September 2009)	Trading of New Securities: Normal settlement trading of New Securitiesissued under Final Allotment.
(Friday, 18 September 2009)	Despatch Date: Holding Statements despatched for New Securities issuedunder Final Allotment.

Settlement issues

Despite the fact that the stapled securities are trading “ex entitlement” on ITS, CHESS will not recognise for settlement purposes the “ex entitlement” or the “cum entitlement” tag on CHESS messages. As a result, CHESS will not maintain cum balances in these stapled securities within the system.

In addition, CHESS will not perform any automatic diary adjustments to “cum entitlement” settlement obligations outstanding as at the record date.

Trading issues

ASX will not price a “cum” market with respect to trading in the Group’s stapled securities. Persons who acquire the Group’s stapled securities after the commencement of the trading halt on Thursday, 6 August 2009 are not entitled to participate in the Entitlement Offer.

Further information

For further details, please call 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.

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