GOODMAN GROUP — Director's Dealing 2015

May 28, 2015

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29 May 2015

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 535,273 securities by Greg Goodman. He continues to have an interest in 45,240,576 securities and performance rights.

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	20 November 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 – 3,763,653 GMG Performance Rights under Long Term Incentive Plan Indirect – Trison Investments Pty Limited has a relevant interest over 41,476,923 GMG Stapled Securities.
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 Trison Investments Pty Limited. Trison Investments Pty Limited has a relevant interest in securities held by Beeside Pty Limited as trustee for Beeside Trust through contracts
Date of change	26 May 2015

• 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 – 3,763,653 GMG Performance Rights under Long Term Incentive Plan Direct – 535,273 GMG Stapled Securities Indirect –Trison Investments Pty Limited has a relevant interest over 41,476,923 GMG Stapled Securities
Class	Ordinary Stapled Securities, GMG Performance Rights and relevant interests in ordinary GMG Stapled Securities.
Number acquired	Nil
Number disposed	535,273 GMG Stapled Securities
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$3,431,100
No. of securities held after change	Direct – 3,763,653 GMG Performance Rights under Long Term Incentive Plan Indirect –Trison Investments Pty Limited has a relevant interest over 41,476,923 GMG Stapled Securities.
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

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

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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

Part 3 –[+] Closed period

art 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.

01/01/2011 Appendix 3Y Page 3