GOODMAN GROUP — Capital/Financing Update 2010

May 9, 2010

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10 May 2010

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

Dear Sir

GOODMAN GROUP EMPLOYEE EQUITY OFFERS

We wish to advise of employee equity offers, pursuant to Listing Rule 3.10.3, that comprise of an offer of Performance Rights under the Group’s Long Term Incentive Plan ( LTIP ) and restricted securities under the Goodman Tax Exempt Plan ( GTEP ).

Offer of Performance Rights under the LTIP

1. Class of Securities

Performance Rights in respect of Goodman Group stapled securities ( Stapled Securities ) pursuant to offers to Eligible Employees (as defined in the LTIP rules) under the LTIP approved by Securityholders at the Annual General Meeting held on 30 November 2009. Each Performance Right is a right to be issued a Stapled Security without payment.

2. Number of Securities

The offer is in respect of 46,971,600 Performance Rights and their issue (expected to be on or around Friday, 14 May 2010) is subject to acceptance.

3. Principal terms of the Performance Rights Offer

The following is a summary of the principal terms of the Performance Rights Offer as previously announced in connection with Securityholder approval at the Annual General Meeting on 30 November 2009.

On each of three vesting dates (see below), each participant will be issued Stapled Securities equal to 1/3 of the total number of Performance Rights granted to that participant subject to the following conditions:

• The participant remaining an Employee of Goodman Group on the relevant vesting date, or having ceased as an Employee of Goodman Group before one or any of the relevant vesting dates in “Special Circumstances” (as defined in the LTIP rules) (unless the Board determines otherwise).

• Goodman Group meeting the performance hurdles set out below.

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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Under the LTIP, 50% of each grant will be tested against a relative Total Securityholder Return ( TSR ) hurdle and 50% against a growth in Earnings per Security ( EPS ) hurdle. The performance hurdles in respect of each grant will be tested in respect of the period 1 July 2009 to 30 June 2012 (the Performance Testing Period ).

TSR is based upon security price movements on ASX plus distributions paid in respect of those securities, as determined by the Board. Vesting of 50% of a participant’s Performance Rights will be based upon the TSR achieved by Goodman over the three year period 1 July 2009 to 30 June 2012 as compared to the TSR achieved by companies in the S&P/ASX 200 for that same period in accordance with the following formula:

TSR Performance in	Proportion of Performance Rights subject to TSR hurdle
Performance Testing	vesting
Period Compared to
ASX 200
Less than the 51st	0%
Percentile
At 51st Percentile	50%
Greater than 51st	50% plus additional 2% for every 1% increase in percentile
Percentile but less than	rank
76thPercentile
At 76th Percentile or	100%
above

EPS is defined as average annual operating profit (as determined by the Board) divided by the number of securities on issue. Vesting of 50% of a participant’s Performance Rights will be based upon the aggregate EPS achieved by Goodman over the three year period 1 July 2009 to 30 June 2012 compared to the EPS Targets and EPS Stretch Targets established by the Board for the period as per the table below:

Aggregate EPS in	Proportion of Performance Rights subject to EPS hurdle
Performance Testing	vesting
Period
Less than Target EPS	0%
Target EPS	50%
Greater than TargetEPS but less thanStretch Target EPS	Proportion in a “straight line” between 50% and 100%
Stretch Target EPS orabove	100%

The Board determined that the Target EPS for FY10 is $0.052 per security. The Target EPS for FY11 and FY12 will be advised around the commencement of each of those financial years. The Stretch Targets will be set prior to but notified after the end of the relevant financial year.

The three vesting dates applicable to the grant of Performance Rights are:

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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• 3 September 2012;

• 2 September 2013; and

• • 1 September 2014.

Subject to satisfaction of the vesting conditions and the LTIP rules, the Board has determined that a Performance Right does not require exercise. Upon vesting, participants will automatically become entitled to be issued Stapled Securities on the applicable vesting date.

4. Issue Price

Nil on issue of the Performance Rights or delivery of Stapled Securities on vesting.

5. Purpose of the Issue

Remuneration of staff.

6. Securityholder Approval

Securityholder approval for the issue of Performance Rights was obtained at the Annual General Meeting held on 30 November 2009.

Offer of Securities under the GTEP

1. Class of Securities

Stapled Securities to Eligible Employees (as defined in the GTEP rules).

2. Number of Securities

Goodman Group will award 136 participants, subject to acceptance, $1,000 worth of Stapled Securities determined by dividing $1,000 by the volume weighted average price at which Stapled Securities are traded on the ASX during the 5 day period ending on the business day immediately before the date the Stapled Securities are issued or transferred to participants (expected to be on or around Friday, 14 May 2010) under the GTEP, as determined by the Board, rounded down to the nearest whole number of Stapled Securities.

3. Principal terms of the GTEP Offer

Participants are required not to sell the Stapled Securities they acquire under the GTEP until:

• 3 years from the date on which participants receive the Stapled Securities; or

• • the date on which participants cease to be an Employee with the Goodman Group in “Special Circumstances” (as defined in the GTEP rules) (unless the Board determines otherwise).

4. Issue Price

Nil on issue of the Stapled Securities.

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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5. Purpose of the Issue

Remuneration of staff.

6. Securityholder Approval

Securityholder approval for the issue of Stapled Securities under the GTEP is not required.

Please do not hesitate to contact the undersigned if you have any queries.

Yours faithfully

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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