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

CIC EXCHANGEABLE HYBRID SECURITIES TERM SHEET

Attached is the term sheet for the proposed CIC hybrid securities. The issue of the hybrid securities is subject to securityholder approval, FIRB approval, the capital raising, final documentation of the Group’s debt amendments and no material adverse change to the Group.

Yours sincerely

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Carl Bicego Company Secretary

Level 10, 60 Castlereagh Street Sydney NSW 2000 | GPO Box 4703, Sydney NSW 2001 Australia Tel +61 2 9230 7400 | Fax +61 2 9230 7444 | info-au@goodman.com | www.goodman.com Goodman 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

A$500 million Exchangeble Hybrid Securities

Exchangeable into ordinary stapled securities of Goodman Group

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SUMMARY TERMS AND CONDITIONS	SUMMARY TERMS AND CONDITIONS
Issuer	Goodman Funds Management Limited (ACN 067 796 641) in its capacity as trustee of aspecial purpose sub-trust (“Issuer”) of Goodman Industrial Trust
Holder	A wholly-owned subsidiary of China Investment Corporation (“CIC”)
Description of securities	Perpetual, unsecured, subordinated securities (“Hybrid”) exchangeable into ordinary stapledsecurities of Goodman Group (“Stapled Securities”)
Issue size and initialExchange Price	A$500 million split into three tranches:-Tranche 1: A$225 million at A$0.43-Tranche 2: A$150 million at A$0.44-Tranche 3: A$125 million at A$0.45Exchange Price subject to anti-dilution adjustments for future events
Transferability	The Hybrids are not transferable until each Exchange Date after which time the applicableHybrids will be fully transferable. Exchange Dates are as set out under “Holder exchangerights” below
Ranking	The Hybrids shall at all times rank pari passu and without any preference or priority amongthemselves and among Goodman PLUS, and subordinate to all other debts of the Issuer, butranking in priority to all Stapled Securities and all ordinary units in the sub-trust, both fordistributions and on a winding up
Voting rights	Usual voting rights for preference securities
Allotment date	Expected to be between 30 September 2009 and 16 October 2009, subject to securityholderand FIRB approval, capital raising, documentation of Group refinancing and no materialadverse change to Goodman Group.
Distributions	10% per annum payable semi-annually in arrears on each distribution date (21 June or 21December)Distributions are non-cumulative and payable at the sole discretion of the IssuerStep-up of 1.00% from 1 January 2012 if the Hybrid is not exchanged into Stapled SecuritiesDistributions cannot be paid in cash in the event of a breach of the Triggers
Alternative CouponSatisfaction Mechanism	If Distributions are paid in Stapled Securities, the Stapled Securities will be issued at a 2.5%discount to the 15 day VWAPIf the Issuer is unable to pay the Distribution in Stapled Securities at the time for a legal orregulatory reason, the coupon, which is not cumulative, will be paid as soon as reasonablypracticable
Triggers	The Issuer must comply with the following financial covenants in order to be able to pay acash Distribution:i.Interest cover >= 2.5x (EBITDA to Interest Expense)ii.Gearing <= 55% (Net Liabilities to Net Tangible Assets)Trigger calculation definitions are to be consistent with the calculation definitions applied underGoodman Group’s Common Terms Deed PollTriggers will not be calculated until post the 30 June 2010 balance date

SUMMARY TERMS AND CONDITIONS
Holder exchange rightsNo exchange before the relevant Exchange Date:
-Tranche 1: 31 October 2009
-Tranche 2: 30 June 2010
-Tranche 3: 31 December 2010
Earlier exchange is permitted in limited circumstances including where a change of control
occurs before 31 December 2010. A change of control includes the making of an offer for
Securities which becomes unconditional and gives a person relevant interests in 20% or more
of the Stapled Securities.
After each period, CIC may exchange the Hybrid tranche available for exchange (in full or in
two tranches, with the minimum conversion tranche being A$60 million) into Stapled Securities
at the Exchange Price at any time
Issuer redemption rightRedeemable by the Issuer at its election if the closing price of Stapled Securities for 20 out of
30 consecutive trading days is in excess of 125% of the exchange price from:
-Tranche 1: 31 December 2010
-Tranche 2: 31 December 2011
-Tranche 3: 30 June 2012
Distribution stopperNo dividends or distributions may be made or paid to holders of Stapled Securities or
Goodman PLUS (subject to payments which cannot be lawfully deferred or waived) if not all
the Hybrid coupons are paid in cash or ACSM
Anti-dilutionExchange Price to be adjusted to reflect the dilutionary impact of future events including (but
not limited to) a reorganisation of Goodman Group’s capital, extraordinary distributions, pro
rata issues or bonus issues
No adjustment to the Exchange Price is to be made for Distributions (other than extraordinary
distributions), Stapled Securities issued pursuant to an employee share scheme or the
broader equity raising announced by Goodman in August 2009
Governing lawNew South Wales, Australia
ListingNone
Stapled Securities of Goodman Group issued on exchange to be listed on ASX