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GOODMAN GROUP Capital/Financing Update 2010

Oct 27, 2010

64998_rns_2010-10-27_685e479b-511f-465b-8ce5-e3511f0f62f5.pdf

Capital/Financing Update

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ASX Announcement

REAL ESTATE INVESTMENT MANAGEMENT

Date

28 October 2010

Fund

ING Industrial Fund

ING and Goodman Group in discussions

The Board of ING Management Limited (“IML”), the responsible entity of ING Industrial Fund (ASX: IIF), advises that it has today received a conditional incomplete offer from Goodman Group (ASX: GMG). The offer, on behalf of a Goodman led consortium including three major pension / sovereign wealth funds (“Goodman Consortium”), is to acquire the ordinary units of IIF for cash consideration reflecting a price equivalent to the published net tangible assets (NTA) per unit at 30 June 2010 adjusted for items post that date and costs of implementing the proposal.

The proposal is highly conditional and is subject to a number of factors including:

    1. Goodman Group finalising equity funding arrangements with its consortium members; 2) Completion of due diligence;
    1. Finalisation of bank funding arrangements;
    1. Execution of appropriate documentation; and
    1. FIRB approval.

Kevin McCann, Chairman of IML said: “The Board of IML has not formed a view at this stage as to the merits of the offer. There is no guarantee that discussions with the Goodman Consortium will lead to a formal, binding offer for all of the ordinary units in IIF. Accordingly, unitholders should take no action at this time.”

He went on to say, “The Board of IML will engage with the Goodman Consortium to determine whether a transaction that is in the best interests of IIF unitholders can be developed and ultimately put to unitholders. This will require, subject to appropriate confidentiality and standstill arrangements, the provision of due diligence material to the Goodman Consortium.”

Should a binding proposal be made, and ultimately approved by IIF unitholders, the resultant change of control of IIF would entitle Exchangeable Note holders to request redemption of the notes.

The Goodman Consortium has indicated that it expects to be in a position, subject to completion of satisfactory due diligence, to provide a binding privatisation proposal to IIF unitholders by early to mid December 2010.

IML will keep IIF unitholders and Exchangeable Note holders fully informed of any material developments in accordance with its continuous disclosure obligations.

IML has appointed Goldman Sachs and UBS AG as financial advisors and Mallesons Stephen Jaques as legal advisor.

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www.ingrealestate.com.au

REAL ESTATE INVESTMENT MANAGEMENT

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For further information, please contact:

Johanna Keating

Head of Investor Relations & Marketing

ING Real Estate Investment Management Australia T: +61 2 9033 1096 M:+61 409 168 848

About ING Industrial Fund

ING Industrial Fund (ASX code: IIF) is an externally managed ASX listed real estate investment trust that develops, owns and manages a diversified portfolio of over 450 industrial properties and business parks. The Fund’s quality industrial properties are located near major infrastructure networks and are highly sought after by blue chip tenants from the logistics, consumer durables and fast moving consumer good sectors. IIF has total assets under management of $3.2 billion with investments located across Australia, Canada and Europe .

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About the ING Real Estate Investment Management

ING Industrial Fund is one of five listed real estate investment trusts that are managed by ING Real Estate Investment Management Australia on behalf of 60,000 investors.

Globally, ING Real Estate Investment Management focuses on the investment management of quality real estate in all major global markets with a total portfolio of more than A$95 billion. ING Real Estate Investment Management is one of the leading investment management companies and serves a broad client base from five continents, Europe, North America and South America, Asia and Australia.

ING Real Estate Investment Management is part of ING Group, a global financial institution of Dutch origin offering banking, investments, life insurance and retirement services to over 85 million private, corporate and institutional clients in more than 40 countries.

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www.ingrealestate.com.au