GOODMAN GROUP — Director's Dealing 2009

Sep 9, 2009

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10 September 2009

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

Dear Sir,

Appendix 3Ys and Goodman Holdings Group

Goodman Group advises that it has been informed by its directors Greg Goodman and Patrick Goodman, that the Goodman Holdings Group of Companies have subscribed for their full entitlement of Securities under the Entitlement Offer, funded through the sale of existing securities (as notified in the attached Appendix 3Ys).

As a result, from 16 September 2009 their holding will be the same as held prior to the announcement of the Entitlement Offer.

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

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/9/2001.

Name of entity Goodman Group

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Gregory Leith Goodman
Date of last notice	2 September 2009

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Indirect interest	Direct – Gregory Goodman 5,955,992 Securities Indirect – Goodman Holdings Group of Companies 15,227,682 Securities (Including Voting Interests) Direct – Gregory Goodman 9,700,000 Options under Executive Option Plan
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Gregory Goodman is a director and ultimate beneficiary of Goodman Holdings Pty Limited. The Goodman Holdings Group of Companies and their wholly owned subsidiaries hold the relevant interests in Goodman Group. Goodman Holdings has voting rights over 15,227,682 securities owned by Waterview Custodian Limited and ThomasMenzies.
Date of change	3 September 2009
No. of securities held prior to change	75,549,345 – Securities 15,227,682 – Voting Interests 9,700,000 - Options
Class	Ordinary Stapled Securities, Voting Interests in respect of Securities and Options.
Number acquired	Nil

• See chapter 19 for defined terms.

M/830800

Appendix 3Y Page 1

30/9/2001

Appendix 3Y Change of Director’s Interest Notice

Number disposed	69,593,353 Ordinary securities. Goodman Holdings Group of Companies has applied for its full entitlement under the non-renounceable entitlement offer. These new securities will be allotted on Wednesday 16 September 2009 at which time a further 3Y Notice will be released covering the acquisition of these securities. There will be no change in Goodman Holdings’ total holding as a result of these transactions.
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$37,189,524
No. of securities held after change	5,955,992 Ordinary Securities 15,227,682 Voting Interests 9,700,000 Options
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	On market trade

Part 2 – Change of director’s interests in contracts

Detail of contract	Not applicable
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

• See chapter 19 for defined terms.

Appendix 3Y Page 2

30/9/2001

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/9/2001.

Name of entity Goodman Group

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Patrick Ledger Goodman
Date of last notice	2 September 2009

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Indirect interest	Indirect – Gregory Goodman 5,955,992 Securities Indirect – Goodman Holdings Group of Companies 15,227,682 Securities (Including Voting Interests) Indirect – Gregory Goodman 9,700,000 Options under Executive Option Plan
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Patrick Goodman is a director and ultimate beneficiary of Goodman Holdings Pty Limited. The Goodman Holdings Group of Companies and their wholly owned subsidiaries hold the relevant interests in Goodman Group. Goodman Holdings has voting rights over 15,227,682 securities owned by Waterview Custodian Limited and ThomasMenzies.
Date of change	3 September 2009
No. of securities held prior to change	75,549,345 – Securities 15,227,682 – Voting Interests 9,700,000 - Options
Class	Ordinary Stapled Securities, Voting Interests in respect of Securities and Options.
Number acquired	Nil

• See chapter 19 for defined terms.

M/830800

Appendix 3Y Page 1

30/9/2001

Appendix 3Y Change of Director’s Interest Notice

Number disposed	69,593,353 Ordinary securities. Goodman Holdings Group of Companies has applied for its full entitlement under the non-renounceable entitlement offer. These new securities will be allotted on Wednesday 16 September 2009 at which time a further 3Y Notice will be released covering the acquisition of these securities. There will be no change in Goodman Holdings’ total holding as a result of these transactions.
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$37,189,524
No. of securities held after change	5,955,992 Ordinary Securities 15,227,682 Voting Interests 9,700,000 Options
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	On market trade

Part 2 – Change of director’s interests in contracts

Detail of contract	Not applicable
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

• See chapter 19 for defined terms.

Appendix 3Y Page 2

30/9/2001