GOODMAN GROUP — Director's Dealing 2011

May 29, 2011

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 30/09/01 Amended 01/01/11

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 February 2011

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

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct – 5,955,992 Securities under EmployeeSecurities Acquisition PlanDirect – 9,700,000 Options under ExecutiveOption PlanDirect – 7,553,846 Performance Rights underLong Term Incentive PlanIndirect – Goodman Holdings Pty Limited has arelevant interest over 225,384,615 StapledSecurities (including under contracts – see Part 2).Total Direct and Indirect interests 248,594,453
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	Gregory Goodman is a director and has abeneficial interest in Goodman Holdings PtyLimited.Goodman Holdings Pty Limited has a relevantinterest in securities held by Beeside Pty Limitedas trustee for Beeside Trust through contracts (seePart2).
Date of change	24 May 2011
No. of securities held prior to change	Direct – Gregory Goodman 5,955,992 Securitiesunder Employee Securities Acquisition PlanDirect – Gregory Goodman 9,700,000 Optionsunder Executive Option PlanDirect – Gregory Goodman 7,553,846Performance Rights under Long Term IncentivePlan

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Class	Ordinary Stapled Securities, Options,Performance Rights and relevant interests inordinary Stapled Securities.
Number acquired	225,384,615 Stapled Securities.
Number disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, provide details and estimated valuation	$91,500,000 for 140,769,230 Stapled Securities(and the interests disclosed in Part 2).
No. of securities held after change	Direct –5,955,992 Securities under EmployeeSecurities Acquisition PlanDirect –9,700,000 Options under ExecutiveOption PlanDirect –7,553,846 Performance Rights underLong Term Incentive PlanIndirect – Goodman Holdings Pty Limited225,384,615 Stapled Securities (including therelevant interests in Part 2).Total Direct and Indirect Interests 248,594,453
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	The issue of Stapled Securities at $0.65 formspart of the A$201.5m paid for the acquisition of aleasehold interest in Moorabbin Airport andbusiness park in Victoria as approved bymembers of Goodman Group at the ExtraordinaryGeneral Meeting held on 29 October 2010.Relevantinterestincontracts (seePart2).

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Standing Proxy Agreement and First Right of Refusal withassociated acquisition arrangements
Nature of interest	Voting Rights and First Right of Refusal with associatedacquisition arrangements
Name of registered holder(if issued securities)	Beeside Pty Limited as trustee for the Beeside Trust
Date of change	24 May 2011
No. and class of securities towhich interest related prior tochangeNote: Details are only required for a contract in relationto which the interest has changed	Nil
Interest acquired	Voting Rights and First Right of Refusal over 84,615,385Ordinary Stapled Securities.

• See chapter 19 for defined terms.

Appendix 3Y Page 2

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Appendix 3Y Change of Director’s Interest Notice

Interest disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, provide details and anestimated valuation	Non Cash Rights described above.
Interest after change	Voting Rights and First Right of Refusal over 84,615,385Ordinary Stapled Securities.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailedabove traded during a+closed period where priorwritten clearance was required?	No.
If so, was prior written clearance provided to allow thetrade to proceed during this period?
If prior written clearance was provided, on what datewas this provided?

• See chapter 19 for defined terms.

Appendix 3Y Page 4

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