GOODMAN GROUP — Director's Dealing 2018

Aug 23, 2018

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)

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	24 November 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.	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 JSH Super Concepts Pty Limited atf JSH Super Concepts Superannuation Fund a fund in which Gregory Goodman has a beneficial interest
Date of change	17 August 2018
No. of securities held prior to change	Direct - 6,962,073 GMG Performance Rights in respect of GMG Stapled Securities under Long Term Incentive Plan Direct - 97,799 GMG Stapled Securities. Indirect - 47,750 JSH Super Concepts Pty Limited ATF JSH Super Concepts Superannuation Fund a fund in which

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

	Gregory Goodman has a beneficial interest Indirect - Trison Investments Pty Limited has a relevant interest over 37,976,923 GMG Stapled Securities.
Class	GMG Stapled Securities, GMG Performance Rights and relevant interests in GMG Stapled Securities.
Number acquired	Nil
Number disposed	49,998 GMG Performance Rights (lapsed)
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	Direct - 6,912,075 GMG Performance Rights in respect of GMG Stapled Securities under Long Term Incentive Plan. Direct - 97,799 GMG Stapled Securities. Indirect - 47,750 JSH Super Concepts Pty Limited atf JSH Super Concepts Superannuation Fund a fund in which Gregory Goodman has a beneficial interest Indirect - Trison Investments Pty Limited has a relevant interest over 37,976,923 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	Lapse of 49,998 GMG Performance Rights

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.

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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

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)

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	Danny Peeters
Date of last notice	2 May 2018

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	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Held in the nameDPCON BVBA a company in which Danny Peeters has a beneficial interest
Date of change	17 August 2018
No. of securities held prior to change	1,796,590 GMG Stapled Securities 2,064,458 GMG Performance Rights in respect of GMG Stapled Securities under Long Term Incentive Plan
Class	GMG Stapled Securities and GMG Performance Rights
Number acquired	Nil
Number disposed	11,250 GMG Performance Rights (lapsed)

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	1,796,590 GMG Stapled Securities 2,053,208 GMG Performance Rights in respect of GMG Stapled Securities under Long Term Incentive Plan
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Lapse of 11,250 GMG Performance Rights

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.

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Appendix 3Y Change of Director’s Interest Notice

\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

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)

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	15 December 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.	GMG Stapled Securities held by spouse.
Date of change	17 August 2018
No. of securities held prior to change	Direct - 2,394,624 GMG Performance Rights in respect of GMG Stapled Securities under Long Term Incentive Plan Direct - 654,968 GMG Stapled Securities Indirect - 454,492 GMG Stapled Securities held by spouse
Class	GMG Stapled Securities and GMG Performance Rights
Number acquired	Nil
Number disposed	15,000 GMG Performance Rights (lapsed)

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	Direct – 2,379,624 GMG Performance Rights in respect of GMG Stapled Securities under Long Term Incentive Plan Direct – 654,968 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	Lapse of 15,000 GMG Performance Rights

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.

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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
----- End of picture text -----

Part 3 –[+] Closed period

• See chapter 19 for defined terms.

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01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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