GOODMAN GROUP — Capital/Financing Update 2014

Oct 7, 2014

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Goodman Group

ABN

Goodman Industrial Trust (ARSN 091 213 839) (the responsible entity of which is Goodman Funds Management Limited (ACN 067 796 641) Goodman Limited (ACN 000 123 071) Goodman Logistics (HK) Limited (Company No. 1700359 ARBN 155 911 149 )

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Class of+securities issued or to	Ordinary stapled securities in the Goodman
	be issued	Group (Stapled Securities)
2	Number of+securities issued or to	42,336 Stapled Securities issued pursuant to the
	be issued (if known) or maximum	Goodman Tax Exempt Plan to 224 participating
	number which may be issued	employees receiving 189 Stapled Securities
		($1,000/5 day VWAP of $5.27).
3	Principal terms of the+securities	Fully paid Stapled Securities (subject to a 3
	(eg, if options, exercise price and	year holding lock other than in circumstances
	expirydate;ifpartlypaid	set out in the plan rules).
	+securities, the amount outstanding
	and due dates for payment; if
	+convertiblesecurities,the
	conversion price and dates for
	conversion)

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

4Do the+securities rank equally inall respects from the date ofallotment with an existing+class ofquoted+securities?If the additional securities do notrank equally, please state:• the date from which they do• the extent to which theyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpayment• the extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment5Issue price or consideration6Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)7Dates of entering+securities intouncertificated holdings or despatchof certificates8Numberand+classofall+securitiesquotedonASX(_including_the securities in section2 if applicable)	Yes, the new Stapled Securities will rank equallywith the existing Stapled Securities on issue.	Yes, the new Stapled Securities will rank equallywith the existing Stapled Securities on issue.
	Nil
	Employment remuneration and alignment ofinterests
	Allotment on 8 October 2014
	Number	+Class
	1,745,460,061	FullypaidordinaryStapled Securities

• See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

9Numberand+classofall+securities not quoted on ASX(_including_the securities in section2 if applicable)10Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	Number	+Class
	Total- 33,713,1012,629,1686,911,75911,647,12612,525,048	Performance RightsOctober 2010 OfferSeptember 2011 OfferSeptember 2012 OfferSeptember 2013 OfferIn addition an offer of14,553 993 PerformanceRights (2,533,939 ,ofwhich are subject toSecurityholder approval)was made on 29September 2014.
	Refer to section 4 above

Part 2 - Bonus issue or pro rata issue

11Issecurityholderapprovalrequired?12Is the issue renounceable or non-renounceable?13Ratio in which the+securities willbe offered14+Class of+securities to which theoffer relates15+Recorddatetodetermineentitlements16Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?17Policy for deciding entitlements inrelation to fractions18Names of countries in which theentity has+security holders whowillnotbesent newissuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	N/A
	N/A
	N/A
	N/AN/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Appendix 3B New issue announcement

19Closingdateforreceiptofacceptances or renunciations20Names of any underwriters21Amount of any underwriting fee orcommission22Names of any brokers to the issue23Fee or commission payable to thebroker to the issue24Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of+security holders25If the issue is contingent on+security holders’ approval, the dateof the meeting26Date entitlement and acceptanceform and rosectus or Product	19Closingdateforreceiptofacceptances or renunciations20Names of any underwriters21Amount of any underwriting fee orcommission22Names of any brokers to the issue23Fee or commission payable to thebroker to the issue24Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of+security holders25If the issue is contingent on+security holders’ approval, the dateof the meeting26Date entitlement and acceptanceform and rosectus or Product	19Closingdateforreceiptofacceptances or renunciations20Names of any underwriters21Amount of any underwriting fee orcommission22Names of any brokers to the issue23Fee or commission payable to thebroker to the issue24Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of+security holders25If the issue is contingent on+security holders’ approval, the dateof the meeting26Date entitlement and acceptanceform and rosectus or Product	19Closingdateforreceiptofacceptances or renunciations20Names of any underwriters21Amount of any underwriting fee orcommission22Names of any brokers to the issue23Fee or commission payable to thebroker to the issue24Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of+security holders25If the issue is contingent on+security holders’ approval, the dateof the meeting26Date entitlement and acceptanceform and rosectus or Product	N/A	N/A	N/A	N/A	N/A	N/A
				N/A
				N/A
				N/A
				N/A
				N/A
				N/A
				N/A
pDisclosure Stapersons entitle27If the entity hthe terms entiparticipate onwhich notices		ptement will be sent tod
		as issued options, atle option holdersexercise, the datewill be sent to opti	ndtoonon
				N/A
holders28Date rights tr		ading will begin	(if
				N/A
applicable)29Date rights trading will end (ifapplicable)30How do+security holders sell theirentitlements_in full_through abroker?
				N/A
				N/A
3132	How do+secuof their entibroker and accHow do+sec
		rity holders sell_p_tlements throughept for the balance?urity holders dispo	arta se	N/A
				N/A

• See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

Appendix 3B New issue announcement

of their entitlements (except by sale through a broker)? 33 +Despatch date

N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a)[Securities described in Part 1 ]

• (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which N/A +quotation is sought 39 Class of +securities for which N/A quotation is sought

• See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

Appendix 3B New issue announcement

• 40 Do the[+] securities rank equally in all N/A respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class

• 42 Number and[+] class of all[+] securities N/A N/A quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 8 October 2014 Company Secretary

Print name: Carl Bicego

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012