GOODMAN GROUP — Director's Dealing 2017

Oct 22, 2017

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23 October 2017

Andrew Kabega Senior Adviser Listings, Compliance (Sydney) ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000

Dear Sir,

Appendix 3Y – Anthony Rozic

The attached Appendix 3Y for Anthony Rozic includes disclosure in connection with the Repurchase by Goodman of the Goodman PLUS on 2 October 2017. The Repurchase was a corporate action in respect of all Goodman PLUS on issue as first announced by Goodman Group and Goodman PLUS Trust on 12 July 2017 and subsequently on several occasions.

However, the change in Goodman PLUS holdings specific to the director were not disclosed at the time as a result of an administrative oversight and the systems in place for the hybrid Goodman PLUS. Our process and systems have been reviewed to prevent a subsequent occurrence.

Regards,

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Carl Bicego

Company Secretary

enc

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 901, 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 (ASX: GMP)

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	Anthony Rozic
Date of last notice	1 September 2017

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 and indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Goodman PLUS held in the name of Rozic Super Pty Limited atf Rozic Family Super Fund, a fund in which Anthony Rozic has a beneficial interest. GMG Stapled Securities held by spouse and in the name of Rozic Super Pty Limited atf Rozic Family Super Fund, a fund in which Anthony Rozic has a beneficial interest.
Date of change	16 – 18 October 2017 in respect of GMG Stapled Securities All Goodman PLUS on issue were repurchased on 2 October 2017 (see ASX Announcement)
No. of securities held prior to change	Direct - 1,794,624 GMG Performance Rights in respect of GMG Stapled Securities under Long Term Incentive Plan Direct - 954,968 GMG Stapled Securities

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

	Indirect - 454,492 GMG Stapled Securities held by spouse Indirect - 1,000 Goodman PLUS held by Rozic Super Pty Limited atf Rozic Family Super Fund
Class	GMG Stapled Securities and GMG Performance Rights
Number acquired	Nil
Number disposed	100,000 GMG Stapled Securities 1,000 Goodman PLUS
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$840,000 (GMG Stapled Securities) $100,000 (Goodman PLUS)
No. of securities held after change	Direct - 1,794,624 GMG Performance Rights in respect of GMG Stapled Securities under Long Term Incentive Plan Direct – 854,968 GMG Stapled Securities Indirect – 454,492 GMG Stapled Securities held by spouse
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 of GMG Stapled Securities All Goodman PLUS on issue were repurchased from all holders on the same terms (see ASX Announcement on 3 October 2017)

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

Were the interests in the securities or contracts No detailed 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