GOODMAN GROUP — Director's Dealing 2012

Dec 19, 2012

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20 December 2012

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

Dear Sir

Appendix 3Y – Greg Goodman

Attached is an Appendix 3Y in relation to recent security acquisitions and disposals by the Group Chief Executive Officer, Mr Gregory Goodman.

At the Annual General Meeting Securityholders approved the issue of 927,152 Performance Rights to Mr Goodman which were allotted to the CEO on 17 December 2012. On the same day, Mr Goodman sold the 260,000 Securities that were allotted on the recent vesting of existing Performance Rights.

In addition, Mr Goodman participated in the Security Purchase Plan to acquire 3,059 Securities which were allotted on 19 December 2012. Mr Goodman now holds a total interest in 50,174,845 Securities.

- Ends -

For further information, please contact Goodman: Gregory Goodman Group Chief Executive Officer Tel +61 2 9230 7400

Goodman Group

Goodman Limited | ABN 69 000 123 071 Goodman Funds Management Limited | ABN 48 067 796 641 | AFSL Number 223621 as responsible entity of Goodman Industrial Trust | ARSN 091213 839 Level 17, 60 Castlereagh Street, Sydney NSW 2000 | GPO Box 4703, Sydney NSW 2001 Australia Tel +61 2 9230 7400 | Fax +61 2 9230 7444

Goodman Logistics (HK) Limited | Company No. 1700359 | ARBN 155 911 149 | a Hong Kong company with limited liability Suite 2008, Three Pacific Place, 1 Queen’s Road East, Hong Kong | Tel +852 2249 3100 | Fax +852 2525 2070 info-au@goodman.com | www.goodman.com

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	4 September 2012

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 – 1,940,000 Options under Executive Option Plan Direct – 3,157,922 Performance Rights under Long Term Incentive Plan Direct – 3,059 Stapled Securities Indirect – Cambio Investments Pty Limited has a relevant interest over 45,076,923 Stapled Securities. Total Direct and Indirect interests 50,174,845
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 has a beneficial interest in Cambio Investments Pty Limited. Cambio Investments Pty Limited has a relevant interest in securities held by Beeside Pty Limited as trustee for Beeside Trust through contracts
Date of change	17 December 2012 – Issue of 927,152 Performance Rights 17 December 2012 – On market sale of 260,000 Stapled Securities. 19 December 2012 – 3,059 Stapled Securities issued under the Securitu Purchase Plan.

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change	Direct – 1,940,000 Options under Executive Option Plan Direct – 2,230,770 Performance Rights under Long Term Incentive Plan Indirect – Cambio Investments Pty Limited has a relevant interest over 45,076,923 Stapled Securities. Total Direct and Indirect interests 49,507,693
Class	Ordinary Stapled Securities, Options, Performance Rights and relevant interests in ordinary Stapled Securities.
Number acquired	927,152 Performance Rights under Long Term Incentive Plan 3,059 Stapled Securities taken up under the Security Purchase Plan.
Number disposed	260,000 Stapled Securities
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	927,152 Performance Rights – Issued for $Nil consideration in accordance with the resolution approved by shareholders on 16 November 2012. 3,059 Stapled Securities taken up under the Security Purchase Plan for $13,000 260,000 Stapled Securities sold for $1,156,602
No. of securities held after change	Direct – 1,940,000 Options under Executive Option Plan Direct – 3,157,922 Performance Rights under Long Term Incentive Plan Direct – 3,059 Stapled Securities. Indirect –Cambio Investments Pty Limited has a relevant interest over 45,076,923 Stapled Securities. Total Direct and Indirect interests 50,177,904
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	927,152 Performance Rights – Issued in accordance with the resolution approved by shareholders on 16 November 2012. 3,059 Stapled Securities taken up under the Security Purchase Plan. 260,000 Stapled Securities – On-market trade

Part 2 – Change of director’s interests in contracts

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written **clearance was required? **	No.
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.

Appendix 3Y Page 4

01/01/2011