GOODMAN GROUP — Director's Dealing 2014

Sep 4, 2014

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5 September 2014

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

Dear Sir

GOODMAN GROUP (GOODMAN): Appendix 3Y - Greg Goodman

The attached Appendix 3Y relates to the sale of securities by Greg Goodman and by a company in which he has an interest, Trison Investments Pty Limited. The sale of securities by Trison Investments relates to the re-organisation of some family member interests.

Yours sincerely

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Carl Bicego

Company Secretary

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 (Goodman Limited, Goodman Funds Management Limited as responsible entity of Goodman Industrial Trust, and Goodman Logistics (HK) Limited) (ASX: GMG) and Goodman Funds Management Limited as responsible entity of Goodman PLUS Trust (ASXGMP)

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	1stSeptember 2014

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 – 2,768,177 Performance Rightsunder Long Term Incentive PlanDirect – 535,273 Stapled SecuritiesIndirect – Trison Investments Pty Limitedhas a relevant interest over 41,476,923Stapled Securities.
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 Trison Investments PtyLimited.Trison Investments Pty Limited has arelevant interest in securities held by BeesidePty Limited as trustee for Beeside Trustthrough contracts
Date of change	4 September 2014

• 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 – 2,768,177 Performance Rights
	under Long Term Incentive Plan
	Direct – 1,335,273 Stapled Securities
	Indirect –Trison Investments Pty Limited has
	a relevant interest over 45,076,923 Stapled
	Securities.
Class	Ordinary Stapled Securities, Performance
	Rights and relevant interests in ordinary
	Stapled Securities.
Number acquired
	Nil
Number disposed
	4,400,000 Stapled Securities
Value/Consideration	$24,574,000
Note: If consideration is non-cash, provide details and estimated
valuation
No. of securities held after change	Direct – 2,768,177 Performance Rights
	under Long Term Incentive Plan
	Direct – 535,273 Stapled Securities
	Indirect –Trison Investments Pty Limited has
	a relevant interest over 41,476,923 Stapled
	Securities.
Nature of change	On-market trade
Example: on-market trade, off-market trade, exercise of options,
issue of securities under dividend reinvestment plan, participation in
buy-back

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

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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 detailedabove traded during a+closed period where prior written**clearance was required? **	No.
If so, was prior written clearance provided to allow the tradeto proceed during this period?
If prior written clearance was provided, on what date was thisprovided?

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011