GOODMAN GROUP — Director's Dealing 2011

Feb 1, 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	19 May 2010

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 – 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
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	Direct interest
Date of change	1 February 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 3,900,000Performance Rights under Long Term IncentivePlan
Class	OrdinaryStapledSecurities,OptionsandPerformance Rights
Number acquired	3,653,846 Performance Rights under Long TermIncentive Plan
Number disposed	Nil

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Value/Consideration	Nil
Note: If consideration is non-cash, provide details and estimated valuation
No. of securities held after change	Direct – Gregory Goodman 5,955,992 Securities
	under Employee Securities Acquisition Plan
	Direct – Gregory Goodman 9,700,000 Options
	under Executive Option Plan
	Direct – Gregory Goodman 7,553,846
	Performance Rights under Long Term Incentive
	Plan
Nature of change	Issue of 3,653,846 Performance Rights under
Example: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	Long Term Incentive Plan

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	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

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed No. above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade to proceed during this period? If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3