GOODMAN GROUP — Capital/Financing Update 2015

Aug 30, 2015

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).

Part 1 - All issues	Part 1 - All issues	Part 1 - All issues
You must complete the relevant sections (attach s			heets if there is not enough space).
+ +
	+ +
	1Class ofsecurities issued or tobe issued		Ordinary stapled securities in the GoodmanGroup (Stapled Securities)
	2Number of+securities issued or tobe issued (if known) or maximumnumber which may be issued
			9,824,337 Stapled Securities
	3Piil t f th+	iti
			Full aid S	aled Securities
	rncpa erms o esecures(eg, if options, exercise price andexpirydate;ifpartlypaid+securities, the amount outstandingand due dates for payment; if+convertiblesecurities,theconversion price and dates forconversion)		y p p

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in Yes, the new Stapled Securities will rank equally all respects from the date of with the existing Stapled Securities on issue. 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 5 Issue price or consideration $6.15 per stapled security in accordance with the Constitutions paid by the trustee of the Goodman Employee Incentive Trust. 6 Purpose of the issue Issued to the trustee of the Goodman Employee (If issued as consideration for the Incentive Trust to deliver to participating employees acquisition of assets, clearly in satisfaction of the vesting of Tranche 3 of October identify those assets) 2010, Tranche 2 of the September 2011 and Tranche 1 of the September 2012 offers of Performance Rights under the Long Term Incentive Plan on 1 September 2015. 7 Dates of entering[+] securities into Allotment on 31 August 2015 uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 1,770,056,602 Fully paid ordinary +securities quoted on ASX Stapled Securities ( including the securities in section 2 if applicable)

• See chapter 19 for defined terms.

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9Numberand+classofall+securities not quoted on ASX(_including_the securities in section2 if applicable)	Number	+Class
	Total- 47,338,3222,594,1446,789,15211,451,90612,275,62614,227,494	Performance RightsOctober 2010 OfferSeptember 2011 OfferSeptember 2012 OfferSeptember 2013 OfferSeptember 2014 Offer

10Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	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 will	11Issecurityholderapprovalrequired?12Is the issue renounceable or non-renounceable?13Ratio in which the+securities will	11Issecurityholderapprovalrequired?12Is the issue renounceable or non-renounceable?13Ratio in which the+securities will	N/A	N/A	N/A
				N/A
				N/A
	be14+Cl	offeredass of+securities to w	hich the
				N/A
	off	er relates
	15+Re	corddatetod	etermine
				N/A
	ent	tlements
	16Wi(or	ll holdings on differentsubregisters) be aggreg	registersated for	N/A
	calculating 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 7.7.19Closingdateforreceiptofacceptances or renunciations
				N/A
				N/A
				N/A

• See chapter 19 for defined terms.

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20Names 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 prospectus or ProductDisclosure Statement will be sent topersons entitled27If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders28Date rights trading will begin (ifapplicable)29Date rights trading will end (ifapplicable)30How do+security holders sell theirentitlements_in full_through abroker?31How do+security holders sell_part_of their entitlements through abroker and accept for the balance?32How do+security holders disposeof their entitlements (except by salethrough a broker)?	20Names 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 prospectus or ProductDisclosure Statement will be sent topersons entitled27If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders28Date rights trading will begin (ifapplicable)29Date rights trading will end (ifapplicable)30How do+security holders sell theirentitlements_in full_through abroker?31How do+security holders sell_part_of their entitlements through abroker and accept for the balance?32How do+security holders disposeof their entitlements (except by salethrough a broker)?	N/A	N/A	N/A	N/A
		N/A
		N/A
	Fee or commission payable to thebroker to the issueAmount of any handling feepayable to brokers who lodgeii
		N/A
		N/A
		N/A
	+security holders’ approval, the dateof the meeting
	Date entitlement and acceptance
		N	/A
		N/A
	participate on exercise, the date onwhich notices will be sent to optionholders
	Date rights trading will begin (ifapplicable)
		N/A
	Date rights trading will end (ifapplicable)	N/A
	How do+security holders sell theirentitlements_in full_through a	N/A
	broker?
	+
	How dosecurity holders sell_part_of their entitlements through abroker and accept for the balance?	N/A
		N/A

• See chapter 19 for defined terms.

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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.

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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.

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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: 31 August 2015 Company Secretary

Print name: Carl Bicego

== == == == ==

• See chapter 19 for defined terms.

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