GOODMAN GROUP — Capital/Financing Update 2009

Aug 5, 2009

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

6 August 2009

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

Dear Sir or Madam

Notice under sections 708AA(2)(f) and 1012DAA(2)(f) of the Corporations Act 2001 (Cth) as modified by ASIC Class Order [CO 08/35]

This notice is given by:

• Goodman Limited (ACN 000 123 071) (the Company ); and

• Goodman Funds Management Limited (ACN 067 796 641) (the RE ) as responsible entity of Goodman Industrial Trust (ARSN 091 213 839) (the Trust ),

(together, Goodman ) under sections 708AA(2)(f) and 1012DAA(2)(f) of the Corporations Act 2001 (Cth) (the Act ) as modified by the Australian Securities & Investments Commission Class Order [CO 08/35].

Goodman has announced an accelerated non-renounceable pro-rata entitlement offer of one Goodman stapled security (each comprising one share in the Company and one unit in the Trust) ( New Securities ) for every one Goodman stapled security held as at 7.00 pm (Sydney time) on Tuesday, 11 August 2009 by security holders with a registered address in Australia and New Zealand and other jurisdictions in which Goodman has decided to make offers.

Goodman advises that:

• (a) the New Securities will be offered for issue without disclosure to investors under Part 6D.2 of the Act and without a Product Disclosure Statement for the New Securities being prepared;

• (b) this notice is being given under sections 708AA(2)(f) and 1012DAA(2)(f) of the Act as modified by ASIC Class Order [CO 08/35];

• (c) as a disclosing entity, Goodman is subject to regular reporting and disclosure obligations;

• (d) as at the date of this notice, Goodman has complied with:

• (i) the provisions of Chapter 2M of the Act as they apply to Goodman; and

• (ii) section 674 of the Act as it applies to Goodman;

Level 10, 60 Castlereagh Street Sydney NSW 2000 | GPO Box 4703, Sydney NSW 2001 Australia Tel +61 2 9230 7400 | Fax +61 2 9230 7444 | info-au@goodman.com | www.goodman.com Goodman 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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• (e) as at the date of this notice, there is no excluded information of the type referred to in sections 708AA(8), 708AA(9), 1012DAA(8) and 1012DAA(9) of the Act as modified by ASIC Class Order [CO 08/35]; and

• (f) the potential effect that the issue of the New Securities will have on the control of Goodman, and the consequences of that effect, will depend on the number of factors, including investor demand. However, given the structure of the entitlement offer as a pro rata issue and the fact that (based on substantial holding notices that have been lodged on or prior to the date of this notice) no Goodman stapled security holder has voting power exceeding 5.78% of Goodman's issued stapled securities, the issue is not expected to have any material effect or consequence on the control of Goodman.

Yours sincerely

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Carl Bicego Company Secretary