GOODMAN GROUP - Investor Presentation 2009

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Strategic initiatives and Group outlook 6 August 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Important notice and disclaimer

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This document has been prepared by Goodman Group (Goodman Limited (ABN 69 000 123 071) and Goodman Funds Management Limited (ABN 48 067 796 641; AFSL Number 223621) referred to as Goodman or Group ) as the Responsible Entity for Goodman Industrial Trust (ARSN 091 213 839) (RE)).

No person other than Goodman Group is authorised to give any information or make any representation in connection with the Offer which is not contained in this document. Any information or representation not so contained may not be relied upon as being authorised by Goodman Group or any person associated with it in connection with the Offer.

Goodman Group reserves the right to withdraw, or vary the timetable for the Offer.

Presentation of general background

This document is a presentation of general background information and Goodman Group’s activities current at the date of the presentation, 6 August 2009, and the information in this document remains subject to change without notice. It is information in a summary form and does not purport to be complete. It should be read in conjunction with Goodman Group’s other periodic and continuous disclosure announcements including the Goodman Limited Annual Financial Report dated 21 August 2008 and Half Year Financial Report dated 24 February 2009 lodged with the Australian Securities and Investments Commission (ASIC) and the Australian Securities Exchange ( ASX ) as well as announcements to the ASX available at www.asx.com.au.

This document is not a prospectus, disclosure document or offering document under Australian law or under any other law. It does not purport to contain all the information that a prospective investor may require in evaluating a possible investment in Goodman Group nor does it contain all the information which would be required in a prospectus prepared in accordance with the requirements of the Corporations Act 2001. This document has been provided for information purposes only.

Not an offer

Nothing in this document should be considered as a solicitation, offer or invitation in any place where, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register the new stapled securities, or otherwise permit a public offering of new stapled securities, in any jurisdiction outside of Australia and New Zealand. The distribution of this document outside Australia and New Zealand may be restricted by law. Persons who come into possession of this document, or any constituent or associated presentation, information or material (collectively, the Information) who are not in Australia or New Zealand should seek independent advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

This presentation is not an offer or invitation for subscription or purchase of securities or other financial products. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any “US Person” (as defined in Regulation S under the US Securities Act of 1933 (Securities Act) (US Person)). Securities may not be offered or sold in the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, registration. The stapled securities to be offered and sold in the equity raising have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons unless the securities are registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, registration.

In addition, Goodman Group has not, and will not, be registered under the US Investment Company Act of 1940 in reliance on an exception provided by Section 3(c)(7) thereof. This document may not be distributed or released in the United States or to, or for the account or benefit of, any US Person.

Not investment advice

The information provided in this presentation is not intended to be relied upon as investment, legal, tax or other advice to investors or potential investors and has been prepared without taking into account the recipient’s investment objectives, financial circumstances or particular needs. These should be considered, with professional advice, when deciding if an investment is appropriate. Cooling-off rights do not apply to an investment in any new stapled securities. The recipient cannot, in most circumstances, withdraw an application once it has been accepted.

Future performance

This presentation contains certain "forward-looking statements". The words "anticipate", "believe", "expect", "project", "forecast", "estimate", "likely", "intend", "should", "could", "may", "target", "plan" and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Due care and attention have been used in the preparation of forecast information. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of Goodman Group that may cause actual results to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements. You are cautioned not to place undue reliance on forward-looking statements. Such forward-looking statements only speak as of the date of this presentation and Goodman Group assumes no obligation to update such information. Recipients should also have regard to the risks set out in Section 7 of this document.

Financial data

The pro forma financial information included in this presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission. Investors should also be aware that certain financial data included in this presentation are “non-GAAP financial measures” under Regulation G of the US Securities Exchange Act of 1934, as amended. The disclosure of such non-GAAP financial measures in the manner included in this presentation would not be permissible in a registration statement under the US Securities Act. Goodman Group believes these non-GAAP financial measures provide useful information to users in measuring the financial performance and conditions of the Group. These non-GAAP financial measures do not have a standardised meaning prescribed by Australian Accounting Standards and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Readers are cautioned, therefore, not to place undue reliance on any non-GAAP financial measures and ratios included in this presentation.

The financial information in this presentation for the financial year ended 30 June 2009 is based on a substantially concluded audit, with fully audited results to be reported on or before 31 August 2009. All dollar values are in Australian dollars (A$) and financial data is presented with a financial year end of 30 June 2009 unless otherwise stated.

No representation or warranty is or will be made by any person, including Goodman Group or its respective officers, directors, employees, advisers and agents (collectively, the Beneficiaries) in relation to the accuracy or completeness of all or part of the Information, or the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects or returns contained in, or implied by, the Information or any part of it. To the maximum extent permitted by law, the Beneficiaries disclaim any liability (including, without limitation any liability arising from fault or negligence), for any loss arising from any use of or reliance upon all or part of the Information or otherwise arising in connection with it or for any action taken by the recipients of the Information o the basis of such information. The Information includes information derived from third party sources that has not been independently verified.

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Introduction

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Goodman Group announces its comprehensive capital management plan and strategic initiatives

- Support from Group lenders via extension of existing facilities preserves liquidity
- Strengthening of Fund liquidity and covenant headroom provides heightened certainty around Fund co-investments and funds management business
- New strategic relationships with China Investment Corporation (CIC) and the Canada Pension Plan Investment Board (CPPIB)
- Refining of the Group’s business model in line with the current operating environment
- Injection of $1.8 billion of equity into the Group significantly de-gears the balance sheet and provides a sustainable capital structure

+ The capital management initiatives position Goodman to focus on its core markets and capitalise on its leading industrial real estate platform

High quality $5.4 billion industrial investment portfolio[1] provides attractive cash yields and is underpinned by strong customers
Specialist funds management and development business expected to benefit from the Group’s recapitalisation and its new relationships with CIC and CPPIB (China represents a key opportunity)
Pro forma gearing reduced to 26.7%[2] with significant covenant headroom in the Group and within its managed funds
No unfunded Group debt expiries until May 2012
FY10E operating EBIT of $439 million
FY10E EPS of 5.7 cps
Represents stabilised assets and Fund cornerstones post China joint venture with CPPIB

Pro forma 30 June 2009 including the Equity Offer, $0.5 billion hybrid securities to CIC and the $0.2 billion property joint venture with CPPIB. Calculated as net debt/total assets less cash

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- Section 1 Overview
- Section 2 FY09 results
- Section 3 CIC relationship and China JV with CPPIB
- Section 4 Refinancing activity
- Section 5 Strategy and Group outlook
- Section 6 Equity Offer
- Section 7 Risks
- Appendix A FY09 results – further information
- Appendix B Funds overview
- Appendix C Moorabbin asset for equity swap
- Appendix D Offer jurisdictions

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Section 1 Overview M7 Business Hub, Australia

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Initiatives overview

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+ Goodman has successfully implemented a series of initiatives that significantly strengthen its platform

	+ Fully underwritten institutional placement and 1 for 1 non-renounceable entitlement offer to raise circa $1.3 billion at $0.40 per stapled
Group capital	security (theEquity Offer)
raising and	+ $500 million hybrid securities issue to CIC subject to securityholder approval (with a conversion range of $0.43 – $0.45 per stapled
debt	security and paying a 10% coupon)1
refinancing	– 45% of the hybrid securities can be redeemed by Goodman within 15 months providing Goodman’s security price is at or above $0.54
	+ $1.1 billion of Group debt facilities extended and a new $100 million unsecured facility committed by Macquarie Bank Ltd (Macquarie)

	+ $2.9 billion of Fund debt facilities extended (with improved covenant positions obtained on $2.7 billion of these extensions)2
Managed	+ A further $2.0 billion of improved covenant positions obtained on existing Fund debt facilities where no extensions were sought2
funds	+ $1.0 billion of Fund asset sales over the last 12 months
strengthened	+ Goodman has allocated $250 million of the proceeds from its capital management initiatives to participate in potential future Fund equity
	raisings if required

CIC	+ New partnership with CIC provides opportunities for Goodman’s China business and further capital to pursue global opportunities
relationship	+ Creation of a new joint venture for Chinese logistics property with CPPIB – initial portfolio of four assets ($163 million) with Goodman
and China JV	retaining a 20% interest
with CPPIB	– The joint venture could seek to invest a further $185 million to develop facilities on land currently owned by Goodman in Shanghai

	+ $0.5 billion of Group asset sales over the last 12 months
	+ Group’s distribution policy amended to distribute the higher of 60% of operating earnings and taxable income to provide ongoing
Other	working capital – forecast FY10 full-year distribution of 3.4cps to be paid semi-annually
initiatives	+ Investigating an asset for equity swap with the Goodman family – involves a significant, strategically located property in Moorabbin,
	Melbourne
	– Any transaction will require an independent expert’s report, securityholder approval and must be of financial benefit to the Group

Refer to slide 13 for further detail

Refer to Appendix B for further detail on individual Fund covenants

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Group outlook

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- Following the initiatives, Goodman will be strengthened and its business model well positioned to capitalise on market opportunities

opportunities
	+	Premium $2.1 billion stabilised direct Australian industrial portfolio (95.5% occupancy; 4.1 years weighted average lease expiry)
Own	+	Balance sheet significantly strengthened – pro forma gearing reduced to 26.7%1 from 47.9%
	+	Weighted average debt facility expiry of 4.2 years (3.1 years pre-initiatives) and available liquidity to meet all debt expiries to May 2012
	+	Managed fund cornerstone investment value and income security significantly enhanced post successful Fund debt renegotiations

	+	$14.5 billion funds under management underpinned by nine established Fund vehicles2
	+	New relationships with CIC and CPPIB underpin the strength of the platform and provide capital to expand the business
Manage	+	Significant facility loan to value ratio (LVR) and interest cover ratio (ICR) covenant headroom within the Funds3
	+	Fund liquidity profile enhanced – weighted average debt facility expiry of 3.2 years (2.7 years pre-initiatives)
	+	Strengthening of the Group and its managed funds enhances the ability to attract new equity and improves certainty of funds
		management fee revenues

	+	$1.3 billion of development land and work in progress on balance sheet across all operating markets
	+	Goodman’s competitive position and market share is enhanced by the current market dislocation, however global development activity
		is expected to remain subdued
Develop	+	Strong customer and investor relationships allow the Group to generate ‘de-risked’ development profits (pre-committed and pre-sold
		projects) and facilitate ongoing reduction in its land bank
	+	Opportunity to significantly grow development activity in China in collaboration with CIC and CPPIB

Pro forma 30 June 2009 including the Equity Offer, $0.5 billion hybrid securities to CIC and the $0.2 billion property joint venture with CPPIB. Calculated as net debt/total assets less cash
Pro forma 30 June 2009 post new China joint venture with CPPIB (and including the Colworth joint venture)
Based on amended individual Fund covenants that are currently most capable of triggering an event of default in the Fund for FY10. Full detail is provided in Appendix B

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+
Section 2
FY09 results
Highbrook Business Park,
New Zealand
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FY09 results – balance sheet

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- $1.2 billion reduction in aggregate asset valuations for FY09 (refer to slide 40 for further details)
- Adverse FX and interest rate movements have led to a $0.2 billion derivatives mark to market liability position
Majority of which relates to interest rate hedges that will be spread over the life of the instruments in the profit and loss account
- Resulted in the following key metrics at 30 June 2009 (pre initiatives)
Gearing of 47.9%[2]
NTA of $0.85 per security[3]
- Look-through portfolio weighted average cap rate of 7.9% post revaluations
Valuations supported by contracted asset sales undertaken over the last 12 months (Group and Funds)
$1.5 billion of sales at a weighted average sale cap rate of 7.9%
Represented a 4.2% discount to trailing book value

30 June 2009 balance sheet[1] (pre initiatives)

	30 June 2008	30 June 2009
	$m	$m
Stabilised assets	2,953	2,820
Fund cornerstones4	2,638	2,733
Development holdings	1,539	1,318
Intangibles	1,073	1,125
Cash	639	242
Other assets	792	345
Total assets	9,634	8,583
Interest bearing liabilities	(4,229)	(4,240)
Other liabilities	(736)	(565)
Total liabilities	(4,965)	(4,805)
Minorities	(321)	(319)
Net assets (post minorities)	4,348	3,459
Net asset value (per security)	$2.60	$1.26
Net tangible assets (per security)3	$1.96	$0.85
Balance sheet gearing2	39.9%	47.9%

The audit of the statutory income statement and balance sheet is substantially complete with fully audited results to be reported on or before 31 August 2009. The balance sheet above is based on the statutory balance sheet 2. Calculated as net debt/total assets less cash

Undiluted for the Macquarie and CIC options on issue

Includes Goodman’s investments in its managed funds (GAIF, ABPP, GELF, GHKLF, GMT, GEBPF, MGJLF and Colworth) and its other investments (IIF, J-REP, HDL and other JV’s)

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FY09 results – profit and loss

- Full year operating profit of $408 million[1]

30 June 2009 income statement[1]

$0.9 billion in pre-committed development projects were withdrawn as a means of capital rationalisation

	FY08A $m	FY09A $m
Investment	449	534
Development Management	299 96	90 64
Unallocated operating expenses	(47)	(24)
Operating EBIT (look through) Operating EBITDA (look through)	790 797	655 664
Look through interest and tax adjustment2	(80)	(155)

Operating EBIT	710	500
Net borrowing costs	(117)	(91)
Tax benefit/(expense)	(8)	23
Minorities Operating NPAT (pre minorities)	(18) 585	(24) 432
Operating NPAT (post minorities)	567	408
Weighted average securities (undiluted) (million)	1,668	2,341
Operating EPS (cps)	34.0	17.4

Valuation movements	(378)	(1,395)
Derivative mark to market	11	(62)
Other non-cash items	(33)	41
Non-recurring items	84	(112)
Statutory profit/(loss)5	251	(1,120)

Withdrawal from projects generated result below previous guidance in October 2008
- Represents operating EPS of 17.4 cents per security and DPS of 9.65 cents per security
- ICR maintained above 3.0x
- Reclassification of development management fees from management into development segment going forward
- Non-recurring items include $38 million gain from ESAP cost reversal, $(86) million of restructuring costs, $(26) million of other non-recurring items within Funds and capital profits/losses not distributed

FY09 Oct 2008 operating earnings guidance vs actual (cps)

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19.3 (0.9) 0.3 (2.8)
1.5 17.4
FY09 operating Investment M anagement Development 3 Other 4 FY09 operating
NPAT (guidance) NPAT (actual)
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The audit of the statutory income statement and balance sheet is substantially complete with fully audited results to be reported on or before 31 August 2009. Operating results are based on the statutory income statement
Reflects adjustment to GMG share of Fund interest and tax
On an after-tax basis
Includes unallocated operating expenses, borrowing costs, minorities and a movement in the average securities due to timing of securities issued associated with the October 2008 raising
Loss attributable to securityholders per the statutory accounts

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+
Section 3
CIC relationship
and China JV with
CPPIB
Taopu Industrial Estate,
China
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China Investment Corporation partnership

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	+	CIC is a wholly state-owned Chinese investment institution with over US$200 billion in assets under management
Who is CIC?
	+	CIC is a long-term institutional investor and Goodman represents its first real estate platform investment

	+	CIC has committed to a $500 million hybrid securities investment in Goodman (subject to securityholder approval) as a step towards a
		broader long term relationship with the Group1
	+	CIC is attracted to Goodman’s leading logistics platform in the Asia Pacific and Europe regions
	+	Combination of CIC’s capital with Goodman’s management expertise provides opportunities to explore and participate in the global
		logistics market
Partnership	+	CIC and Goodman have agreed to work together to explore a range of opportunities (subject to review and approval of CIC’s
opportunities		Investment Committee) including1:
		– Participation in new acquisitions
		– Acquisition by CIC of assets currently held on Goodman's balance sheet
		– Participation in significant private and public market transactions in regions across the Goodman platform
		– Working with Goodman to grow its business globally, particularly in China

	+	Providing the issue of the hybrid securities and CIC options are approved by securityholders, when they are converted CIC’s holding in
Other		the Group is expected to be 18.2% (and will not exceed 19.9%)
aspects	+	CIC will be invited to nominate a member to Goodman’s Board, subject to the appointment being reconfirmed at the next Annual
		General Meeting2

Subject to CIC holding a minimum of 10% of Goodman’s issued capital
CIC’s investment is conditional upon receipt of FIRB approval, the completion of the Equity Offer, final documentation of the Group's debt amendments and no material adverse changes to the Group

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$500 million hybrid securities issue to CIC

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- CIC has committed to a $500 million hybrid securities investment in Goodman as a step towards a broader long term relationship with the Group (subject to securityholder approval)[1]
- CIC has already received FIRB approval to hold up to 19.9% of the Group (via its investment in the Finance Facility in June 2009), but will now apply for further approval in relation to the hybrid securities investment
- Summary terms of the issue are outlined below – refer to the associated term sheet (lodged on the ASX) for further detail

Summary terms

Description	+ Perpetual, unsecured, subordinated securities exchangeable into ordinary stapled securities of Goodman Group
Issue size and exchange price	+ $500 million split into three tranches: Tranche 1 – $225 million at $0.43; Tranche 2 – $150 million at $0.44; Tranche 3 – $125 million at $0.45
Distributions	+ 10% per annum, payable semi-annually at the discretion of the issuer (non-cumulative) + Step up of 1.0% from January 2012
Holder exchange right	+ No exchange before: Tranche 1 – 31 October 2009; Tranche 2 – 30 June 2010; Tranche 3 – 31 December 2010
Issuer redemption right	+ Redeemable at Goodman’s election if the closing price of Goodman securities for 20 out of 30 consecutive trading days is in excess of 125% of the exchange price from: – Tranche 1 – 31 December 2010 (price trigger of $0.538) – Tranche 2 – 31 December 2011 (price trigger of $0.550) – Tranche 3 – 30 June 2012 (price trigger of $0.563)
Voting rights	+ Usual voting rights for preference securities

CIC’s investment is conditional upon receipt of FIRB approval, the completion of the Equity Offer, final documentation of the Group's debt amendments and no material adverse changes to the Group

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New China joint venture with CPPIB

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- Goodman has entered into a new joint venture with CPPIB to undertake logistics ownership and development in Mainland China[1]
- The joint venture could invest a further $185 million to develop facilities on land currently owned by Goodman in Shanghai[2]

Who is CPPIB? + CPPIB is a federal Canadian corporation that manages the Canada Pension Plan’s long term liabilities + AUM of over $110 billion + CPPIB takes a long term partnership approach and seeks to make significant investments through a small number of partners + The joint venture represents the first step in CPPIB’s relationship with Goodman that will look towards capitalising on other Asia Pacific opportunities JV structure + Initial portfolio of four properties seeded by Goodman – majority sourced through new development opportunities + Goodman to receive usual funds management, property services and development management fees + Joint venture has first right of refusal over all logistics opportunities sourced in Mainland China3 + Goodman will retain $92 million of land in Mainland China – will be offered to the JV once pre-commitments are secured + Three year debt facility of $70 million currently in documentation (LTV < 50%, ICR > 1.5x) CPPIB 80% GMG 20% 8.0% Initial NPI yield 4.4 years Weighted avg lease expiry 99% Occupancy 2 years Average property age 4 Number of properties 100% Greater Shanghai Geographic location $163 million Portfolio size New China JV	+ CPPIB is a federal Canadian corporation that manages the Canada Pension Plan’s long term liabilities + AUM of over $110 billion + CPPIB takes a long term partnership approach and seeks to make significant investments through a small number of partners + The joint venture represents the first step in CPPIB’s relationship with Goodman that will look towards capitalising on other Asia Pacific opportunities	+ CPPIB is a federal Canadian corporation that manages the Canada Pension Plan’s long term liabilities + AUM of over $110 billion + CPPIB takes a long term partnership approach and seeks to make significant investments through a small number of partners + The joint venture represents the first step in CPPIB’s relationship with Goodman that will look towards capitalising on other Asia Pacific opportunities	+ CPPIB is a federal Canadian corporation that manages the Canada Pension Plan’s long term liabilities + AUM of over $110 billion + CPPIB takes a long term partnership approach and seeks to make significant investments through a small number of partners + The joint venture represents the first step in CPPIB’s relationship with Goodman that will look towards capitalising on other Asia Pacific opportunities
		CPPIB 80% GMG 20% 8.0% Initial NPI yield 4.4 years Weighted avg lease expiry 99% Occupancy 2 years Average property age 4 Number of properties 100% Greater Shanghai Geographic location $163 million Portfolio size New China JV
		Portfolio size	$163 million
		Initial NPI yield	8.0%
		Number of properties	4
		Average property age	2 years
		Occupancy	99%
		Weighted avg lease expiry	4.4 years
		Geographic location	100% Greater Shanghai

First right of refusal can be extended with allocation of additional capital
Conditional on a $750 million Goodman equity raising
Subject to CPPIB’s Investment Committee approval of each new property transaction

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+
Section 4
Refinancing
activity
Amazon,
Germany
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Group refinancing activity

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- Goodman has received strong support from its lenders with $1.2 billion of debt agreed to be extended across four facilities[1]
Forward start agreement to extend $438 million of the Syndicated Multi Currency Facility (SMCF) Tranche C for three years (extension fee of 100bps, margin of 3.00 – 3.50%)[2]
Forward start agreement to extend €340 million of the European Revolving Credit Facility (RCF) by one year to December 2013 (extension fee of 40bps, margin of 2.00%)
Extension of £30 million of the UK Term Loan for two years to September 2011 (extension fee of 75bps, margin of 2.25%)[3]
Commitment for a new $100 million unsecured three year facility from Macquarie on the same terms as SMCF Tranche C
- No repricing or fees on facilities not extended
- Goodman has undertaken to repay $520 million of the SMCF Tranche B and the Macquarie/CIC Finance Facility (drawn to $300 million) following the completion of the equity raising
- Establishment/extension fees and increased margins on the extended facilities will impact the Group’s interest expense by $21 million p.a.[4]

30 June 2009 debt maturity profile ($m)[5]

Pro forma debt maturity profile – post extensions ($m)[5]

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1,400 Maturities satisfied by available liquidity [6]
Includes new $100m
1,200 Macquarie facility
1,000
800
600 $520m SMCF and $300m 826 1,151
400 820 1,000 913 Finance Facility repaid820 860
520 560 127
200 328 82 62 328
189 174
Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 FY14+ Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 FY14+
£30m of UK Term Loan extended
$438m of SMCF Tranche C extended
€340m of European RCF extended
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Credit approved subject to documentation and Goodman capital raising of $1.2 billion
Credit approved terms sheet to extend facility to the earlier of September 2012 and three years from signing facility documentation. Margin of 3.00% if LVR < 45%, 3.25% if LVR between 45% and 55%, 3.50% if LVR > 55% 3. Credit approved terms subject to documentation
Upfront fees of $9 million expensed through the statutory profit and loss on date of refinancing. $21 million reflects full year impact of repricing
Maturities reflect facility limits
Reflects application of liquidity from upfront initiatives against maturities only. Refer to slide 17 for sources and uses of upfront liquidity

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Liquidity

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- Total upfront available liquidity of approximately $2.2 billion post recapitalisation covers all maturing Group facilities to May 2012
- Additional proceeds from exercise of options[1] ($190 million) and retained net cashflows used to cover Tranche D of SMCF expiring in May 2012
393.3 million options to Macquarie[2] and 276.0 million options to CIC have been issued (669.3 million total options)
120.0 million options unconditional with the balance subject to securityholder approval (approval will be sought at the securityholder meeting which will be held to approve the CIC hybrid securities)
Macquarie has agreed to exercise its share of the unconditional options (30 million options totalling $7 million)[3] and will continue to hold the remainder of its options if they are approved

Sources and uses

Sources	$m
Available liquidity4	160
Ordinary equity	1,279
CIC hybrid securities	500
China JV	129
New Macquarie facility	100
Total upfront sources	2,168

Uses5	Repayment date	$m
Immediate
SMCF Tranche B	Recap	520
Finance Facility	Recap	300
Cash available to fund
Potential Fund injections	n/a	250
UK RCF	Sep 2009	21
Asian RCF	Dec 2009	107
SMCF Tranche C6	May 2011	82
UK Term Loan	Sep 2011	62
Group Revolver	Feb 2012	600
SMCF Tranche D7	May 2012	226
Total uses		2,168

Potential proceeds equate to $190 million should Macquarie (and its associates) and CIC exercise their options on Goodman securities (which relate to the Finance Facility announced on 19 May 2009 and 16 June 2009 respectively) at the adjusted blended strike price of $0.285 per security (subject to securityholder approval)
And its associates
Form part of the first tranche of options issued to Macquarie at $0.30 per security
Represents available liquidity of $308 million at 30 June 2009 net of estimated transaction costs and UK Term Loan Facility part-repayment (as per credit approved terms)
Reflects application of liquidity from upfront initiatives against maturities only and assumes CIC hybrid securities approved by securityholders
Represents the unextended portion of the $520 million maturity
Tranche D limit of $400 million covered to $226 million

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Group financial covenants

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Goodman has agreed amendments to some of its key banking covenants as part of the refinancing process, maintaining significant headroom[1]

Covenants	Revised definition	Impact
Gearing ratio	Net liabilities2 as a percentage of net tangible assets is not more than60%(reducing to 55% from 30 June 2011)	Intangibles removed, threshold increased
Interest cover ratio	EBITDA to interest expense at least2.0x	Headroom increased
Priority debt	Secured debt as a percentage of total tangible assets is not more than 5% (however specific permitted uses where ratio is either 2.5% or up to 7.5% over the short term)	Tightened but flexibility for business maintained
Unencumbered real property assets	Net unsecured debt (total unsecured debt less unrestricted cash) to be not more than 100% of the amount of unencumbered real property assets (all unencumbered direct assets including stabilised assets, development WIP and land bank)	Limits debt on cornerstones or intangibles
Unencumbered assets	Unsecured debt as a percentage of unencumbered assets is not more than 66.6%	No change

Asset covenant sensitivities[3]

Cap rate (look through)	7.9%4	8.5%	9.0%	9.5%	10.0%
Covenant gearing < 60%	34.3%	36.9%	39.3%	41.6%	44.0%
Unencumbered real property assets < 100%	54.7%	57.2%	59.2%	61.2%	63.1%
Priority debt < 5%	1.0%	1.0%	1.1%	1.2%	1.2%
Unencumbered asset ratio < 66.6%	33.9%	36.0%	37.8%	39.6%	41.3%

Development holdings decline (look through)	0%	(10)%	(20)%	(30)%	(40)%
Covenant gearing < 60%	34.3%	35.2%	36.1%	37.1%	38.2%
Unencumbered real property assets < 100%	54.7%	56.7%	58.8%	61.1%	63.6%
Priority debt < 5%	1.0%	1.0%	1.0%	1.0%	1.1%
Unencumbered asset ratio < 66.6%	33.9%	34.6%	35.4%	36.2%	37.0%

ICR covenant sensitivities[3]

EBITDA decline	0%	(10)%	(20)%	(30)%
ICR > 2.0x	3.2x	2.9x	2.5x	2.2x

Existing bond covenants remain unchanged. Covenant changes are subject to final documentation of the amendments and extensions to the SMCF Tranche C and Euro RCF as well as the capital raising
Net liabilities = total liabilities less cash and excludes trade payables, mark to market derivatives, deferred tax liabilities and provisions for securityholder distributions
Incorporate the full impact of the announced capital initiatives (Equity Offer, debt restructure and sale of assets to the new China JV with CPPIB) including the UK Term Loan part-repayment (as per credit approved terms) 4. Represents the pro forma 30 June 2009 weighted average cap rate of the Group and its share of managed fund assets (GAIF, ABPP, GELF, GHKLF, GMT, GEBPF, MGJLF and Colworth)

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Fund debt structure

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- All Goodman funds are structured with conventional debt facilities
No Group or cross-fund guarantees
Fund debt facilities are non-recourse to the Group
- Goodman funds generally comprise >90% of stabilised investment properties and all have single country or regional mandates
- Fund weighted average unexpired debt term of 3.2 years post extensions (2.7 years pre extensions)
- Establishment/extension fees and increased margins on extended Fund facilities will impact the Group’s share of co-investment income by $21 million per annum[1]

30 June 2009 debt maturity profile ($m)[2]

Pro forma debt maturity profile – post extensions ($m)[2]

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2,952
2,288
620 592 480 522
70
Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 FY13+
GAIF ABPP GELF GHKLF GMT GEBPF MGJLF China JV
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5,790
936
417
70 59 80 172
Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 FY13+
GAIF ABPP GELF GHKLF GMT GEBPF MGJLF China JV
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The Group’s share of upfront fees of $9 million expensed through each Fund’s statutory profit and loss on date of refinancing. $21 million reflects full year impact of repricing 2. Maturities reflect facility limits

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Goodman fund summary

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+ Refinancing package provides significant headroom for Goodman’s funds

Weighted average gearing of 42.9%[1,2]
Current weighted average cap rate of 7.7%[2]
Weighted average cap rate to covenant breach of 10.6% for FY10[2]
- Following summary is at 30 June 2009 – refer to Appendix B for detail on all Goodman’s funds with additional covenant analysis

	Goodman’s five largest Fund cornerstones	Goodman’s five largest Fund cornerstones	Goodman’s five largest Fund cornerstones	Goodman’s five largest Fund cornerstones	Goodman’s five largest Fund cornerstones
	GAIF	ABPP	GELF	GHKLF	GMT3
GMG co-investment	45.4%	35.8%	32.9%4	24.2%	28.0%
GMG co-investment	$1.1bn	$0.4bn	$0.4bn	$0.2bn	$0.2bn
Total assets	$4.6bn	$3.1bn	$2.8bn	$1.7bn	$1.3bn
Gearing1	41.6%	55.6%	45.3%	32.4%	35.3%
Weighted average debt expiry	2.8 yrs	4.1 yrs	3.3 yrs	2.8 yrs	2.1 yrs

WACR	7.9%	7.9%	6.8%	7.1%	8.7%
WACR at covenant5	11.1%	10.4%	9.1%	11.2%	10.6%
Cap rate expansion to breach	320bps	250bps	230bps	410bps	190bps

Calculated as net debt/total assets less cash
Based on GAIF, ABPP, GELF, GHKLF and GMT (as Funds in which Goodman has a significant investment)
As at 31 March 2009 (as disclosed to the New Zealand stock exchange on 14 May 2009)
Committed uncalled equity contributions will increase co-investment to 40.0%
Based on amended individual Fund covenants that are currently most capable of triggering an event of default in the Fund for FY10. Full detail and assumptions are provided in Appendix B

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Strengthening funds[1]

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	+	Extension of $1,350 million syndicate facility for three years to August 2012
	+	Reduced syndicate ICR covenant from 2.0x to 1.5x until August 2011 and to 1.75x thereafter
GAIF	+	Syndicate/Fund gearing covenants increased to provide additional headroom (from 55% and 50%, to 60% – both until August 2010)
	+	Asset sales of $127 million in the last 12 months, with a further $64 million under due diligence
	+	Discussions have commenced with lenders and investors in relation to refinancing the $250 million CMBS maturity in September 2010

	+	Amended covenant package provides additional headroom – CMBS LTV test waived until August 2012 and gearing covenant
ABPP	+	increased from 65% to 70% until August 2011 (reverting to 65% thereafter) Asset sales of £219 million in the last 12 months
	+	Completed £335 million asset for equity swap which was supported by all existing investors

	+	Extension of €762 million syndicate facility for one year to December 20122
GELF	+	Increase in LTV covenant to provide additional headroom (increase from 60.0% to 67.5% until December 2011 then to 60% thereafter)
	+	Asset sales of €51 million completed in the last 12 months, with a further €13 million contracted and €21 million under due diligence

	+	Extension and upsizing of HK$1,009 million tranche to three years from signing (currently expires in March 2010)
		– Demand of HK$2,100 million from lenders, with HK$977 million of credit approvals obtained
GHKLF	+	Asset sales of HK$591 million completed or contracted in the last 12 months
	+	HK$1,600 million capital raising completed in November 2008
		– HK$800 million of uncalled equity commitments can be drawn

GMT	+ +	Refinanced NZ$902 million bank facilities for three years, one year ahead of expiry Disposed of four non-core assets for NZ$60 million with a further NZ$27 million under conditional contract

Refer to Appendix B for full detail on all managed funds

Extension has been credit approved by four of five lenders, with the remaining lender in their final approval process

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+
Section 5
Strategy and
Group outlook
Dynamic Cargo Centre,
Hong Kong
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Group business model and outlook

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+ Goodman will continue to focus on its core business of owning, developing and managing industrial property

Significant opportunities to consolidate the business within existing Asia Pacific and European markets where Goodman has a strong presence

	+	Significant de-gearing of the Group’s balance sheet – seek to maintain a sustainable capital structure by limiting the Group’s level of indebtedness
	+	Proactively manage all debt expiries well ahead of due dates – no unfunded Group expiries until May 2012
Prudent	+	Negotiated significant covenant increases within managed funds which combined with ongoing asset sales and other equity initiatives provide
financial		substantial headroom
approach	+	Group’s distribution policy amended to distribute the higher of 60% of operating earnings and taxable income to provide ongoing working capital
	+	Revision of hedging policy to reduce levels of capital hedging to range of 70 – 95% thereby reducing impact of FX movements on Group liquidity and
		covenant positions (increased borrowing cost factored into projections)

Own	+	High quality, diversified industrial property portfolio across Group and Funds
	+	Investment in high quality industrial property remains the main activity of the Group (87% of Group FY10E operating EBITDA1)

	+	Goodman currently manages $14.5 billion of AUM across nine funds and enjoys strong relationships with its investment partners2
Manage	+	New relationships with CIC and CPPIB provide confidence in the Group’s business model and are strong indicators of Goodman’s ability to attract new partners and capital
	+	Strengthening of the Group’s balance sheet and Goodman’s leading position in key markets provide a favourable outlook for AUM growth

	+	Development of new industrial facilities underpins other segments of the Group business model and generates management fees plus development
		profits for the Group
Develop	+	Continued focus on mitigating ‘take-out’ and funding risk via pre-sales, development JVs and turnkey projects
	+	Sufficient market demand combined with less-competitive landscape allows enhanced margins and reduced reliance on land banking – expect to
		reduce existing land bank

Based on look through investment EBITDA (refer to slide 25)

Pro forma 30 June 2009 post new China joint venture with CPPIB (and including the Colworth joint venture)

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Pro forma balance sheet

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+ $1.8 billion equity raising ($2.0 billion post the exercise of options) and the joint venture with CPPIB significantly reduces Group leverage

		Upfront initiative	30 June 2009	Options conversion	30 June 2009
	30 June 2009	adjustments	(pro forma)	adjustment	(pro forma)
	$m	$m1	$m	$m	$m
Stabilised assets	2,820	(157)	2,663		2,663
Fund cornerstones2	2,733	44	2,777		2,777
Development holdings	1,318		1,318		1,318
Intangibles	1,125		1,125		1,125
Other assets	345	(26)	319		319
Total assets (net of cash)	8,341	(139)	8,202	-	8,202
Net interest bearing liabilities	(3,998)	1,804	(2,194)	190	(2,004)
Other liabilities	(565)	10	(555)		(555)
Total liabilities (net of cash)	(4,563)	1,814	(2,749)	190	(2,559)
Minorities	(319)	(481)	(800)		(800)
Net assets (post minorities)	3,459	1,194	4,653	190	4,843
Balance sheet gearing3	47.9%		26.7%		24.4%
Net asset value (per security)	$1.26		$0.78		$0.73
Undiluted net tangible assets (per security)	$0.85		$0.59		$0.564
Diluted net tangible assets (per security)	$0.745		$0.546		$0.546

China JV adjustment on a completed transaction basis. Adjustment to other liabilities represents DTL adjustment associated with the China JV. Adjustments net of transaction costs
Includes Goodman’s holdings in its managed funds (GAIF, ABPP, GELF, GHKLF, GMT, GEBPF, MGJLF, Colworth and China JV) and its other investments (IIF, J-REP, HDL and other JV’s)
Calculated as net debt/total assets less cash
Reflects exercise of the Macquarie and CIC options on issue
Diluted for the Macquarie and CIC options on issue
Fully diluted for the CIC hybrid securities and the Macquarie and CIC options on issue

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

FY10 operating earnings guidance

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- Operating business continues to perform strongly

+ Operating business continues to perform strongly + Key assumptions for FY10: – No material changes to operating strategy or market conditions – No forecast of non-cash movements – FY10E incorporates full period of operating cost reduction strategies + Foreign exchange rates assumed as at 30 June 2009 + Impact of $1.8 billion of equity, sale of assets to new China JV with CPPIB, debt refinancings and increased margins on all refinanced facilities reflected in forecast FY10 NPAT reconciliation ($m) 500 (3) 439 (139) (15) 67 (42) (14) 310 (36) (8) FY09 EBIT Inv't M an't Dev't Unalloc- ated opex & D&A FY10E EBIT Interest, tax & minorities (pre) Net interest saving Debt re- pricing Hybrid coupon FY10E Operating NPAT	FY10E FY09A1 $m
	518 534 Investment
	50 64 Management
	54 90 Development
	(25) (24) Unallocated operating expenses
	597 664 Operating EBITDA (look through)
	587 655 Operating EBIT (look through)

	(148) (155) Look through interest and tax adjustment2

	439 500 Operating EBIT
	(66) (91) Net borrowing costs
	(5) 23 Tax benefit/(expense)
	368 432 Operating NPAT (pre minorities)3
	(58) (24) Minorities
	310 408 Operating NPAT (post minorities)
	5,402 2,341 Weighted average securities (undiluted) (million)
	5.7 17.4 Undiluted operating EPS (cps)
	5.2 n/a Diluted operating EPS (cps)4
FY09 EBIT Inv't M an't Dev't	3.4 9.65 DPS (cps)
	3.2x 3.2x ICR

The audit of the statutory income statement and balance sheet is substantially complete with fully audited results to be reported on or before 31 August 2009. Operating results are based on the statutory income statement 2. Reflects adjustment to GMG share of Fund interest and tax
Excludes restructuring costs relating to debt refinancing which will be expensed through the statutory income statement in FY10
Fully diluted for the CIC hybrid securities and the Macquarie and CIC options on issue

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Investment

- Investment in high quality real estate remains the core activity of the Group
Occupancy stable at 94% at 30 June 2009
No material increase in arrears over the last 12 months
4.3% rental growth in the last 12 months

+ Key drivers of forecast assumptions for FY10

Stable occupancy
No market rent growth
Full period effect of FY09 asset sales and increased investment in Funds
A$ appreciation results in lower foreign exchange revenues
- Strengthening of Fund debt profile and improved covenants enhances security of cornerstone income

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Investment income ($m)	FY08A	FY09A1	FY10E
Direct	245	208	182
Cornerstones	204	326	336
Look through EBITDA	449	534	518
Key metrics	FY08A	FY09A1	FY10E
WACR (%)	6.9	7.9	n/a
WALE (yrs)	6.9	5.8	n/a
Customer retention (%)	76	76	75
Occupancy (%)	95	94	94
Average rental growth (%)	4	4	-

+ Conservative cornerstone distribution estimates

Assumed weighted average FY10E Fund distribution payout ratio of 70% in order to retain covenant headroom and liquidity within the Funds[2]
The audit of the statutory income statement and balance sheet is substantially complete with fully audited results to be reported on or before 31 August 2009. Operating results are based on the statutory income statement 2. Based on GAIF, ABPP, GELF, GHKLF and GMT (as Funds in which Goodman has a significant investment)

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Management

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- $14.5 billion[1] of external funds under management underpinned by strong relationships with investors and customers
- Institutional investor base with minimal retail investor exposure
- Expect to benefit from strong position of platform in Asia Pacific and Europe regions
- Lower YoY outlook in FY10E
Full period effect of FY09 devaluations and asset sales forecast

Management income ($m)	FY08A2	FY09A3	FY10E
Base fees	97	81	60
Performance fees	37	5	8
Property service fees	42	46	28
Revenue	176	132	96
Expenses	(80)	(68)	(46)
EBITDA	96	64	50

Forecast FY10 asset sales factored in
Minimal development driven growth and performance fees forecast
Lower AUM, no ‘transactional’ fees forecast and higher FX forecast
Assumed performance fee relates to GHKLF where significant accrued excess performance exists

+ Significant opportunities exist to improve outlook

Expect to benefit from leading market position of platform in Asia Pacific and Europe regions
Continued ability to attract equity as evidenced by new joint venture with CPPIB
New CIC relationship expected to generate significant growth in AUM

Key metrics	FY08A	FY09A	FY10E4
Number of funds (end of period)5 External AUM (end of period) ($bn)5	14.3 8	8 14.3	9 13.6
EBIT margin (%) Average remaining fund life (yrs)5	8.4 54.0	48.7 7.3	52.5 n/a
3rd party AUM by region (FY09A)	$bn	YoY change (%)
Australia	4.5	(2)
Asia	2.4	4
Europe	3.2	10
UK	3.0	(6)
New Zealand	1.2	(8)

Pro forma 30 June 2009 post new China joint venture with CPPIB (and including the Colworth joint venture)
Includes discontinued funds divested in FY08
The audit of the statutory income statement and balance sheet is substantially complete with fully audited results to be reported on or before 31 August 2009. Operating results are based on the statutory income statement
Reflects the impact of the new China joint venture with CPPIB
Excludes GPI and A-REIT

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Development

- Development remains a key component of the Goodman business model
- Goodman’s competitive position has improved despite development volume having declined globally
Major customers have continued demand for purpose built space and few development partners have capacity to deliver
- Enhanced competitive position allows:
Higher margins on development projects (higher rents and lower construction costs)
Ability to pursue projects on a pre-committed and pre-sold basis
- $77 million of development revenues budgeted for FY10
Equates to $104 million on a pro forma basis (full year impact of Group recapitalisation)
24 advanced projects already identified for FY10 budget providing aggregate development revenue between $125 – $145 million
No benefit from CIC and CPPIB relationships in China factored into budget

Shortlisted enquiries

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Development income ($m)	FY08A	FY09A1	FY10E
Turnkey projects	4	2	n/a
Pre-lease, pre-sold projects	140	75	n/a
Fee for service	53	17	n/a
Transactional profits	191	24	n/a
Revenue	388	118	77
Expenses	(89)	(28)	(23)
EBITDA	299	90	54

Key metrics	FY08A	FY09A1
Completions (m sqm)	1.35	1.28
Number of developments	73	84
Total end value ($m)	2,410	2,125
Balance sheet development (%)	35	21
Pre-commitment (%)	64	88
Return on capital (%)	19.0	6.4

Region	No. of projects	GLA (sqm)	End value ($m)
Asia Pacific	6	568,666	1,080
Europe/UK	18	303,385	450
Total	24	872,051	1,530

The audit of the statutory income statement and balance sheet is substantially complete with fully audited results to be reported on or before 31 August 2009. Operating results are based on the statutory income statement

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Development – recent projects

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- The following case studies highlight Goodman’s development policy of undertaking high quality projects whilst minimising risk and reducing development capital expenditure requirements, and how this has recently been implemented across its global platform

Asia Pacific

UK/Europe

- In June 2009, Goodman secured an agreement for lease with the Red Cross for a facility from its redevelopment site in South Sydney
- In April 2009, Goodman secured a new pre-lease over 42,700 sqm in France to a leading luxury goods group
- Concurrently with the lease agreement, Goodman entered into a sale agreement with a private investor to purchase the land upfront and fund the capital expenditure to completion
- Simultaneously, Goodman entered into a forward sale agreement with a European listed property group to progressively acquire the logistics facility for $41 million
- Total sale proceeds of $62 million

Area	12,475 sqm
Lease term	20 years
Funding guarantee1	44% of facility end value
Funding of capex	Purchaser
Goodman total return	12.1%

Area	42,700 sqm
Lease term	9 years
Funding guarantee1	56% of facility end value
Funding of capex	Purchaser
Goodman total return	17.0%

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Artist’s impression, subject to change

Includes land paid upfront and bank guarantees

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

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Section 6 Equity Offer Anagni Industrial Estate, Italy

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Placement and entitlement offer

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- Fully underwritten institutional placement and non-renounceable entitlement offer to raise up to $1,279 million at $0.40 per stapled security (the Equity Offer ), comprising:
Institutional placement of $167 million
1 for 1 entitlement offer of $1,112 million
- New securities rank equally with existing securities and are entitled to the expected December 2009 distribution
- Issue price of $0.40 offers:
FY10E diluted EPS yield of 13.0%[1] (undiluted yield of 14.3%)
FY10E DPS yield of 8.6%

Equity Offer metrics

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32.7% discount
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21.1% discount
$0.59
$0.51
$0.40
30 June 2009 5-day VWAP 2 Offer price
pro forma NTA
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32.7% discount to pro forma 30 June 2009 NTA

FY10 EPS trading yields[3]

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Average ex-GMG = 8.6%
13.0%
11.4%
9.2% 8.7%
7.6% 7.5% 7.0%
GMG DXS SGP GPT MGR WDC CFX
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Fully diluted for the CIC hybrid securities and the Macquarie and CIC options on issue
Source: IRESS price data as at 4 August 2009

Source: Bloomberg consensus EPS forecasts and IRESS price data as at 4 August 2009. GMG is based on fully diluted FY10E EPS and the issue price

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Indicative timetable

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Event	Date
Institutional offer opens	1pm (AEST), Thursday 6 August 2009
Institutional offer closes	2.30pm (AEST), Friday 7 August 2009
Institutional allocations advised	Friday 7 August 2009
Trading resumes	Monday 10 August 2009
Record date for determining entitlements for the entitlement offer	7pm (AEST), Tuesday 11 August 2009
Retail offer opens	9am (AEST), Friday 14 August 2009
Early acceptances due for the retail offer	5pm (AEST), Thursday 20 August 2009
Settlement of the institutional offer and early acceptances for the retail offer	Tuesday 25 August 2009
Allotment and trading for institutional offer and early acceptances for the retail offer	Wednesday 26 August 2009
Retail entitlement offer closes	Friday 4 September 2009
Allotment of new securities under the final retail allotment	Wednesday 16 September 2009
Trading commences for new securities allotted under the final retail allotment	Thursday 17 September 2009
Securityholder meeting to approve issue of the hybrid securities to CIC	mid-October 2009

Note: the above timetable is subject to variation and Goodman (in conjunction with the underwriters) reserves the right to amend any or all of these dates and times, subject to the Corporations Act, the ASX Listing Rules and any other applicable laws

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Section 7 Risks

Viersen Logistics Centre, Germany

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Risks

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Outline

- This section discusses some of the key risks associated with an investment in Goodman Group (GMG). This is not an exhaustive list of risks. Before investing in GMG, you should consider whether this investment is suitable for you. Potential investors should consider publicly available information on GMG (such as that available on the websites of GMG and ASX), carefully consider their personal circumstances and consult their stockbroker, solicitor, accountant or other professional adviser before making an investment decision. If any of the following risks materialise, GMG’s business, financial conditions and operational results are likely to suffer. In this case the trading price of securities in GMG may fall and you may lose all or part of your investment.

Transaction specific risks

- Non-approval by securityholders of options: In the event that securityholders do not approve the conditional options granted to Macquarie (and its associates) and CIC, the Group’s capital and liquidity position may be adversely affected in the event that the market price of the Group’s securities is above the exercise price. Rather than receiving the proceeds of the exercise price for the conditional options the Group may be required to provide a cash settlement to Macquarie (and its associates) and CIC equal to the net amount that they would have received if they had been able to exercise the options and sell the securities issued at that time.
- Non-approval by securityholders of the CIC hybrid securities: In the event that securityholders do not approve the issue of the CIC hybrid securities, the Group will not receive $500 million of capital. This will impact the Group’s capital and liquidity position by that amount with the consequence that the Group will only have sufficient liquidity to fund debt maturities to February 2012[1] . As a consequence, the Group’s balance sheet gearing would be 32.6%[2] and diluted FY10E EPS 5.7cps[3 ] (undiluted FY10E EPS of 6.2cps).
- Amendments to Group refinancing not completed: The extensions of the SMCF Tranche C and European RCF are, together with amendments to the Group’s covenants, conditional on final documentation being executed in respect of each based on the agreed term sheets as well as the capital raising being completed. In the event that this does not occur, the extensions will not become effective and the relevant amounts will remain due on their current maturity dates. While these maturities will be funded if the capital raising is completed, other maturities may be unfunded earlier than May 2012.
- Amendments to Funds refinancing subject to final documentation: Signed commitment letters have been received from each of the lenders in respect of the Fund facility extensions and covenant changes. These commitments are lender credit approved and are conditional on final documentation being executed by the respective lenders. Additionally, the extensions and covenant improvements to the GAIF Facility are also conditional, on amongst other things, the Group’s capital raising. If these Funds’ facility amendments are not effective, this may impact the ability of the Funds to comply with their covenants or meet their maturities which would impact the value of the Group’s investments, distributions received from the Funds as an investor, and management fees received as their manager.

Reflects application of liquidity from upfront initiatives against maturities only

Pro forma 30 June 2009. Calculated as net debt/total assets less cash

Fully diluted for the Macquarie and CIC options on issue

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Risks

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General risks affecting Goodman Group

- General economic risks: If the Australian economy (and/or any other economy in which GMG has operations) experiences a prolonged downturn this may have an adverse impact upon GMG’s earnings, cash flows and asset values. GMG’s business may be adversely effected via increased vacancy rates, lower rents and tenant defaults, higher lease incentives, lower development margins, lower funds management and performance fees, lower inflows into managed funds or other adverse consequences. Other economic factors which may impact upon GMG’s business include unemployment, inflation, monetary policy, regulatory change, consumer spending, business investment, taxation and the state of capital markets in general.
- Regulatory issues and changes in law: GMG may be materially affected by changes in laws or government legislation, regulation or policy. Future earnings, asset values and the market value of GMG securities quoted on the ASX may be adversely affected by these changes.
- Interest rates: Adverse fluctuations in interest rates, to the extent that they are not hedged or forecast, may impact GMG’s earnings. GMG’s asset values may also be affected by any impact that rising interest rates may have on property markets in which GMG operates.
- Exchange rates: GMG has international operations and assets held outside Australia. GMG’s financial performance will be affected by fluctuations in exchange rates.
- Inflation rate: Higher than expected inflation rates generally may increase operating costs. In particular, higher inflation could result in higher development costs and may potentially reduce the value of properties.
- Unemployment rate: Current volatile economic conditions increase the likelihood of unemployment levels rising over the coming months. Rising unemployment levels could lead to increased vacancy rates and lead to lower asset values.
- Environmental matters: Unforeseen environmental issues may affect any of GMG’s properties or property interests. These liabilities may be imposed irrespective of whether or not GMG is responsible for the circumstances to which they relate. GMG may also be required to remediate sites affected by environmental liabilities. The cost of remediation of sites could be substantial. In addition, if GMG is not able to remediate a site properly, this may adversely affect its ability to sell the relevant property or to use it as collateral for borrowings. Material expenditure may also be required to comply with new or more stringent environmental laws or regulations introduced in the future.
- Taxation implications: Future changes in taxation laws, including changes in interpretation or application of those laws by the course or taxation authorities, may affect taxation treatment of an investment in GMG’s securities, or the holdings and disposal of those securities. Tax considerations may differ between security holders, therefore, prospective investors are encouraged to seek professional tax advice in connection with any investment in securities.

Further, changes in tax law, or changes in the way tax law is, or is expected to be, interpreted in the various jurisdictions in which GMG operates, may impact the future tax liabilities of GMG. Those laws may also adversely affect the taxation treatment of entities in GMG and that may in turn adversely affect the value of GMG’s securities or distributions on those securities.

As GMG consists of two entities, a trust and a company, in a stapled arrangement, any changes in the tax laws specifically affecting staples, or changes to the administration of current laws which affect stapled arrangements or the characterisation of transactions between stapled entities, could adversely affect securityholders’ interests.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Risks

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General risks affecting Goodman Group (cont.)

- Changes in accounting policy: GMG is subject to the usual business risk that there may be changes in accounting policies which may have an adverse impact upon the Group.
- Insurance: GMG and its managed funds maintain insurance coverage in respect of their properties and business. Some risks are not able to be insured at acceptable prices. Insurance coverage may not be sufficient and if there is an event causing loss it may be that not all losses will be recoverable. There is also the risk that insurers may not be able to meet indemnity obligations if and when they fall due, which would result in a loss to the Group. Additionally, insurance may be materially affected due to the global financial crisis such that insurance becomes more expensive, or in some cases, becomes unavailable.
- Competition: GMG faces competition in the markets in which it operates. GMG also operates with the threat of new competition entering the market. Competition may lead to an oversupply through overdevelopment, or to prices for existing properties or services being inflated via competing bids by prospective purchasers.
- Other external factors: Other external factors which may impact upon GMG’s financial performance include changes or disruptions to political, regulatory, legal or economic conditions or to the national international financial markets including as a results of terrorist attacks or war or insurrection.

Specific risks affecting Goodman Group

- Market price: The ASX price of GMG securities will fluctuate due to various factors including general movements in interest rates, the Australian and international investment markets, international economic conditions, global geo-political events and hostilities, investor perceptions and other factors that may affect GMG’s financial performance and position. More particularly, the continuing adverse consequences of the current economic and financial crisis may further depress the market price of GMG’s securities and assets.
- Credit ratings: The price of GMG securities and GMG’s ability to access debt at a reasonable cost may be affected by a ratings downgrade.
- Funding: The real estate investment and development industry tends to be highly capital intensive. The ability of GMG to raise funds on favourable terms for future refinancing, development and acquisitions depends on a number of factors including general economic, political, capital and credit market conditions. The inability of GMG to raise funds on favourable terms for future acquisitions, developments and refinancing could adversely affect its ability to acquire or develop new properties or refinance its debt. In addition, the Group has exposure to capital market risks for those assets which are stock market listed securities. The Group’s operating results will be affected by changes to international stock markets, general economic conditions, the compilation of indices and government policies and regulatory policies applicable to those countries in which the Group holds stock market listed securities.
- Refinancing: GMG is exposed to risks relating to the refinancing of existing debt instruments and facilities. As outlined on slides 16 and 19, GMG has a number of debt facilities maturing over the coming years. If the current illiquidity in global credit markets continues, it is possible that the Group may experience some difficulty in refinancing some or all of these debt maturities, and the terms on which they are refinanced may also be less favourable than at present. Difficulty in refinancing may necessitate asset sales, which may be transacted at levels below their book values.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Risks

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Specific risks affecting Goodman Group (cont.)

- Debt covenants: GMG has various covenants in relation to its debt facilities, including interest cover and gearing ratio requirements. Factors such as falls in asset values, depreciation in the Australian dollar and the inability to achieve timely asset sales at prices acceptable to GMG could lead to a breach in debt covenants. In such an event, GMG’s lenders may require their loans to be repaid immediately.
- Leverage: The use of leverage may enhance returns and increase the number of assets that can be acquired, but it may also substantially increase the risk of loss. Use of leverage may adversely affect GMG when economic factors such as rising interest rates and/or margins, severe economic downturns, availability of credit or further deterioration in the condition of debt and equity markets occur. If an investment is unable to generate sufficient cash flow to meet the principal and interest payments on its indebtedness, the value of GMG’s equity component could be significantly reduced or even eliminated.
- Property market risks: An investment in GMG is largely an investment in real estate and therefore may be adversely affected by changes to the underlying property, including: tenancy default or failure or delays in letting up premises and falls in rental and occupancy levels; capital expenditure requirements and increasing costs of plant equipment and labour and development and refurbishment risk; unforseen structural deterioration or failure; unforseen litigation with tenants; claims under legislation relating to indigenous occupants of land; native title claims; claims under environmental legislation; and changes in legislation and regulations, both in Australia and countries outside Australia, particularly in relation to planning.

The Group is also subject to the prevailing property market conditions in the countries and sectors in which it operates. Adverse changes in market sentiment or market conditions may impact the Group’s ability to acquire, manage or develop assets, as well as the value of the Group’s properties. These impacts could lead to a reduction in earnings or the value of assets.

- Realisation of assets: Property assets are by their nature illiquid investments. This may make it difficult to alter the balance of income sources in the Group in the short-term in response to changes in economic or other conditions.
- Investments in Funds: GMG holds interests in a number of Funds. The net asset value of GMG’s cornerstone investments in the Funds may decrease if the value of the property assets in those funds were to decline. GMG also derives income from providing property and funds management services to these entities. The various Funds’ bank loans have gearing and other financial covenants which require ongoing compliance and capital management. In the event that covenants were breached this would be likely to impact the value of the Group’s investment and distributions received from these investments and fees received as their manager. The borrowings of these entities are non-recourse to GMG.
- Fixed nature of costs: Many costs associated with property assets are fixed in nature. The value of assets may be adversely affected if the income from the asset declines while these fixed costs remain unchanged.
- Acquisitions and development: From time to time the Group will be involved in the acquisition of properties to add to its property portfolio. While it is GMG’s policy to conduct a thorough due diligence process in relation to any such acquisition, risks remain that are inherent in such acquisitions. The Group is also involved in the development of industrial properties. Development risks include changes in construction costs and development timetables.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Risks

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Specific risks affecting Goodman Group (cont.)

- Change in value and income of properties: Returns from investment in properties largely depend on the rental income generated from the property and the expenses incurred in its operation, including the management and maintenance of the property as well as the changes in the market value of the property. Rental income and/or the market value of properties may be adversely affected by a number of factors, including: (a) the overall conditions in the national and local economy; (b) local real estate conditions; (c) the perception of prospective customers regarding attractiveness and convenience of properties and the intensity of competition with other participants in the real estate industry; (d) the convenience and quality of properties; (e) operating, maintenance and refurbishment expenses, as well as unforeseen capital expenditure; (f) supply of developable land, new properties and other investment properties; (g) investor demand/liquidity in investments; and (h) the capitalisation rates considered appropriate by independent valuers, which may change in response to market conditions.

Any fluctuation in the value of the properties as a result of changes in the property market will affect GMG’s gross asset value, its level of gearing, its net tangible asset backing per stapled security and its LVR position versus covenants within the managed funds. In addition, the change in value will be recorded in the profit and loss statement as an unrealised gain or loss, and while it does not impact on GMG’s underlying earnings or distributions, it does impact on GMG’s net profit after tax. In general, valuations represent only the analysis and opinion of qualified experts at a certain date – they are not guarantees of present or future values. The valuation of a property may be materially higher than the amount that can be obtained from the sale of a property in certain circumstances, such as under a distress or liquidation sale.

Goodman considers the valuation of stabilised properties on a six monthly cycle. The value of all owned assets was last considered at 30 June 2009. Managed funds have differing cycles and certain external revaluations may have been provided up to nine months ago. However, the value of all assets held by managed funds was considered by Goodman at 30 June 2009. Under Goodman’s calculation of distributable income available for distribution, the effect of unrealised gains and losses from property revaluations is excluded.

- Employees: The Group is reliant on retaining and attracting quality senior executives and other employees. The loss of the services of any of the Group’s senior management or key personnel, or the inability to attract new qualified personnel, could adversely affect the Group’s operations.
- Customers: Insolvency or financial distress of GMG’s customers may reduce the income received from its assets.
- Litigation and disputes: Legal and other disputes (including industrial disputes) may arise from time to time in the ordinary course of operations. Any such dispute may impact on earnings or affect the value of the Group’s assets.
- Financial forecasts: The risk that any of the assumptions used in preparing the financial forecasts pertaining to this investor presentation may not be achieved, such that the forecast distributions cannot be achieved.
- Reliance on third party equity and funds: As a fund manager, earnings (both current and future) of GMG include fees from the establishment and management of wholesale and other unlisted funds. The ability of GMG to continue to derive such income is dependent on the ability of GMG to continue to source and maintain equity from new and existing institutional investors and high net worth individuals for current and future funds.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

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+
Appendix A
FY09 results –
further information
Venlo North Logistics Centre,
The Netherlands
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

FY09 results – valuations and asset sales

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- $669 million devaluation of direct properties and proportionate share of Fund owned properties for 2H FY09 ($1,158 million for full year)
2H FY09 7.3% average decline driven by 61bps weighted average cap rate expansion to 7.9%
Represents devaluations of (10.7)% or 99bps for full year FY09
100% of portfolio revalued – 61% externally valued
- Direct stabilised assets devalued $324 million for 2H FY09 ($522 million for full year)
64bps WACR expansion to 8.1% (105bps for full year)
- Fund owned property devalued $345 million for 2H FY09 ($636 million for full year)
55bps WACR expansion to 7.7% (93bps for full year)
- Development land and WIP devalued $149 million for 2H FY09 ($210 million for full year)
- Valuations supported by asset sales undertaken over the last 12 months

30 June 2009 property valuations (look through)

	GMG 2H09	Fund 2H09	Book value	WACR
Region	movement	movement	30 Jun 09	30 Jun 091
	$m	$m	$m	%
Australia	(193)	(188)	4,268	8.0%
New Zealand	(4)	(21)	362	8.7%
Hong Kong	-	(5)	536	7.1%
Japan	(2)	(40)	180	5.5%
China	-	-	248	9.2%
UK	(93)	(27)	2,098	8.1%
Europe (ex-UK)	(32)	(64)	1,386	7.6%
Total	(324)	(345)	9,078	7.9%

Contracted asset sales in last 12 months (Group and Funds)

		W/avg sale	Relative to
Region		cap rate	book value
	$m	%	%
Asia Pacific	673	8.1%	(6.7)%
UK and Europe	833	7.7%	(2.0)%
Total	1,506	7.9%	(4.2)%

Stabilised properties only

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Stabilised direct Australian portfolio

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Portfolio snapshot

- High quality portfolio of 30 stablised Australian industrial properties
- Majority exposed to Sydney, New South Wales with total net lettable area of over 1.2 million sqm
- Diversified tenant base – top 10 tenants make up 30.5% of portfolio income
- Approximately 230,000 sqm leased during FY09 with an average rental increase of 3.7% across the portfolio

Key metrics[1]

Portfolio size	$2.1 billion
Number of properties	30
Weighted average cap rate	8.0%
Occupancy	95.5%
Weighted average lease expiry	4.1 years
Number of customers	218
Customer retention (by income)2	74.6%

Geographic diversification

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SA
WA
2%
4%
VIC
14%
NSW
80%
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Lease expiry profile

		%
<	1 year	23
1	- 2 years	16
2	- 3 years	12
3	- 4 years	7
4	- 5 years	6
>	5 years	36

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As at 30 June 2009 2. Excludes customer relocations

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

FY09 results – intangibles and derivatives

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+ A substantially audited review of intangibles valuation has been conducted

Review based on DCF and has resulted in a $33 million write-down
UK logistics businesses primarily affected by market conditions, remaining European and Asia Pacific value intact reflecting substantial growth and improvement in earnings quality since acquisition
No balance sheet recognition for internally generated intangibles in Australia
European intangibles valuation based on discount rates of between 11 – 15%
Short term cash flow period assumptions reflect current or lower than current income levels with a recovery to normalised levels in four – five years

Intangibles – segment carrying values

			Adjusted for	Book value	Book value
	Book value		acquisitions	30 June	2009
	30 June	2008	and FX	post write-down
		$m	$m		$m
Continental Europe		689	728		728
UK business parks		233	233		224
UK logistics		146	146		122
New Zealand		5	5		5
Hong Kong		-	25		25
China		-	21		21
Total	1,073		1,158	1,125

Long term growth assumptions are typically 2.5% pa
- Adverse FX and interest rate movements have impacted the balance sheet
$(229) million interest rate hedge mark to market movement due to falling global interest rates
$(128) million mark to market movement in Group share of Fund interest rate hedges has impacted cornerstone values
A$ depreciation has resulted in a $(51) million cross currency mark to market movement and has increased gearing as a result of foreign denominated debt
- No near term liquidity events from maturing cross currency swaps with maturities between 2011 to 2013

FY09 derivative movements

	FY09 net movement	GMG liability as at
	from FY08	30 June 2009
	$m	$m
Interest rate hedges (Group)	(229)	(163)
Cross currency swaps	(51)	(36)
Forward exchange contracts	-	(1)
Total	(280)	(200)
Interest rate hedges (share of Funds)	(128)	n/a

- Costs of out of the market interest rate hedges will be spread over the life of the derivatives and have been factored into forecasts

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

FY09 results – liquidity

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- Cash and available lines of credit of $308 million at 30 June 2009
- Liquidity has been impacted by the following:
A$ depreciation, particularly to the Euro – result of A$ facility limits and multi-currency drawings
Committed acquisitions, Fund commitments and development capex – now largely funded
February 2009 distribution
Lower than expected asset sales and operating cash flows
Repayment of facilities ($560 million in 2H FY09 and $767 million in 1H FY09)

Sources and uses of liquidity

Sources	$m	Uses	$m
Opening liquidity	1,686	Net investing cash flow	1,160
Operating profit	408	Distribution paid	430
Capital raising	924	Debt repayments	1,327
Finance Facility1	300	FX impacts	72
		Cash in China escrow	21
Total	3,318	Total	3,010
		Closing liquidity	308

Liquidity bridge ($m)

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408 (1,160)
1,686
924 (1,327)
(430)
300 (21) 308
(72)
As at 30 June Operating profit Net investing Distribution paid Capital raising Debt FX impacts Finance Facility 1 Cash held for Cash and
2008 cashflow repayments China in escrow available
(ex Finance) facilities as at
30 June 2009
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Additional $185 million undrawn portion of Finance Facility conditional on FIRB approval and signing of audited accounts

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

FY09 results – profit and loss

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Operating income – FY08 to FY09

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47 (37)
567 (32)
(209)
25 31 (6) 408
22
FY08 operating Cornerstone Direct income Management Development Unallocated Borrow ing Tax Minorities FY09 operating
income income operating costs income
expenses
(actual)
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NPAT – FY08 to FY09

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251 (1,017)
(1,120)
(159)
(196)
(73) 74
-74.0
FY08 NPAT Revaluations Operating income Non-recurring items Derivative mark to Other non-cash FY09 NPAT
market items
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

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+
Appendix B
Funds overview
Amazon,
United Kingdom
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Funds overview

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+ Goodman’s funds management platform is underpinned by nine Fund vehicles[1]

	+	Industrial/business park specialist vehicles throughout Asia Pacific and Europe
Partnership	+	Supported by major institutional investors
approach	+	A number of significant investors invest in several of the Group’s Funds
	+	Generally Funds have first rights to acquire assets from the Group

	+	Dedicated geographic funds that invest in high quality real estate
Clear	+	Primarily ‘core’ income producing funds
strategy	+	Each Fund denominated in a single currency
	+	Balanced gearing levels

	+	Best practice governance structures with independent approval committees
Best practice	+	No cross guarantees or recourse to the Group
	+	Substantial cornerstone alignment

Includes new China joint venture with CPPIB and the Colworth joint venture

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Goodman Australia Industrial Fund

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Fund snapshot

- Established in December 2005, Goodman Australia Industrial Fund ( GAIF ) is Australia’s largest unlisted industrial fund
- GAIF invests in high quality Australian industrial and business space assets concentrated in major east coast cities
- Owner of over three million sqm of industrial and business space assets in Australia
- Measured exposure to developments – approximately 7% of assets
- Approximately 400,000 sqm of leasing concluded during FY09 – in line with passing rentals

Key metrics[1]

Total assets	A$4.6 billion
Interest bearing liabilities	A$2.0 billion
Gearing2	41.6%
Customers	352
Number of properties	105
Occupancy	97.0%
Weighted average cap rate	7.9%
GMG co-investment	45.4%
GMG co-investment	A$1.1 billion

Long-dated WALE of 6.3 years (by net income)[1]

		%
<	1 year	15
1	- 2 years	11
2	- 3 years	6
3	- 4 years	8
4	- 5 years	11
>	5 years	49

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Top 10 customers make up 35% of portfolio income[1]

Top 10 customers	make
	%
Coles	8
Toll	7
Coca-Cola Amatil	4
Linfox	3
Woolworths	3
ACI	3
Metcash	2
CSC	2
Aristocrat Leisure	2
Ikea	1

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1.As at 30 June 2009 2.Calculated as net debt/total assets less cash

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

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Goodman Australia Industrial Fund

Covenant compliance[1,3]

Capital management initiatives

- Extension of $1,350 million syndicate facility for three years to August 2012[1] , and $100 million syndicate facility for two years to August 2011[1]
- Gearing covenant[4]

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Actual Headroom
Covenant
20% 25% 30% 35% 40% 45% 50% 55% 60% 65%
+ Group ICR covenant [[5]]
Actual
Covenant Headroom
1.00x 1.25x 1.50x 1.75x 2.00x 2.25x
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- Reduced syndicate secured pool ICR from 2.0x to 1.5x until August 2011 and to 1.75x thereafter[1]
- Reduced Fund ICR covenant from 1.85x to 1.65x until August 2011 and to 1.75x thereafter[1]
- Group ICR covenant[[5]]
- Syndicate/fund gearing covenants increased to provide additional headroom (from 55% and 50%, to 60% – both until August 2010)[1,2]
- Discussions have commenced with lenders and investors in relation to refinancing the $250 million CMBS maturity in September 2010
- WACR of 11.1% required to breach gearing covenant in FY10[3,4]

Asset sale program

- $127 million of asset sales within 7% of book value
- Sales of non-core product at WACR of 8.5%

Sales in last 12 months	Proceeds ($m)
Completed	127
In due diligence	64
Total	191

Debt maturity profile

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68.6%
15.7%
12.7%
3.0%
Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 FY14+
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Condition precedent on Group completing SMCF Tranche B and the Macquarie/CIC Finance Facility repayment
Covenants increase to 60% in FY10, reverting to 52.5% in FY11 and to 50% in FY12
Based on Fund covenants that are currently most capable of triggering an event of default in the Fund, excluding three small single-asset non-recourse facilities
As at 30 June 2009, adjusted for cash on balance sheet, contracted asset sales and contracted development capital expenditure
12 month forward looking allowing for revised bank facility margins

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

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Arlington Business Parks Partnership

Key metrics[1]

Fund snapshot

Total assets	A$3.1 billion
Interest bearing liabilities	A$1.8 billion
Gearing2	55.6%
Customers	100
Number of business parks	23
Occupancy	88.6%
Weighted average cap rate	7.9%
GMG co-investment	35.8%
GMG co-investment	A$0.4 billion

- Arlington Business Parks Partnership ( ABPP ) is a core plus unlisted fund which invests, develops and manages business parks located in key UK regional and urban fringe office markets
- Largest business park provider in the UK
- Fund has undertaken a number of major capital initiatives to improve its financial metrics

Long-dated WALE of 9.1 years (by net income)[1]

	%
0 - 5 years	21
6 - 10 years	35
11 - 15 years	35
> 15 years	9

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Top 10 customers make up 45% of portfolio income[1]

	%
Verizon UK Ltd	11
T Mobile (UK) Ltd	10
Constellation Wines Europe Ltd	5
Park Business Centres Ltd	4
Cadbury Schweppes Plc	3
Amgen	3
Panasonic UK Limited	3
GMAC-RFC Ltd	3
Great Bear Distribution Ltd	2
ICM Computer Group Plc	2

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1.As at 30 June 2009 2.Calculated as net debt/total assets less cash

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

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Arlington Business Parks Partnership

Covenant compliance[1,2]

Capital management initiatives

- Gearing covenant[3]
- LTV covenant on CMBS waived until August 2012, reverting to 77% thereafter[1]

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Actual Headroom
Covenant
20% 30% 40% 50% 60% 70% 80%
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- Increased gearing covenant on bank and CMBS facility to 70% (from 65%) until August 2011, reverting to 65% thereafter[1]
- Targeted asset sales program with £219 million disposed or contracted in the last 12 months
- Fund ICR covenant[4]
- Completed £335 million asset for equity swap which was supported by all existing investors
- WACR of 10.4% required to breach gearing covenant in FY10[2,3 ]

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Actual
Covenant Headroom
0.75x 1.00x 1.25x 1.50x
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Asset sale program

- £219 million of asset sales in the last 12 months, at WACR of 7.8%
- Represented a 6% discount to book value

Sales in last 12 months	Proceeds (£m)
Completed	152
Contracted	67
Total	219

Debt maturity profile

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53.2%
46.8%
Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 FY14+
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1.Credit approved terms subject to documentation
2.Based on Fund covenants that are currently most capable of triggering an event of default in the Fund, during the term of the CMBS LTV covenant waiver
3.As at 30 June 2009, adjusted for cash on balance sheet and contracted asset sales
4.12 months forward looking allowing for revised bank facility margins

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

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Goodman European Logistics Fund

Key metrics[1]

Fund snapshot

Total assets	A$2.8 billion
Interest bearing liabilities	A$1.3 billion
Gearing2	45.3%
Customers	69
Number of properties	85
Occupancy	98.0%
Weighted average cap rate3	6.8%
GMG co-investment4	32.9%
GMG co-investment	A$0.4 billion

- Goodman European Logistics Fund ( GELF ) is an unlisted fund that invests in high-quality warehouse and logistics properties throughout continental Europe
- Over 400,000 sqm of existing space leased during FY09, in line with valuation rentals
- Significant weighting to core western European countries (>80%)

Long-dated WALE of 6.0 years (by net income)[1]

		%
<	1 year	7
1	- 2 years	7
2	- 3 years	10
3	- 4 years	12
4	- 5 years	18
>	5 years	47

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1.As at 30 June 2009

2.Calculated as net debt/total assets less cash

Top 10 customers make up 41% of portfolio income[1]

		%
	Kuehne + Nagel	19
	Amazon	4
	Cinram	3
	Deutsche Post	3
	DSV	3
	CEVA	2
	ND Logistics	2
	Nippon Express	2
	Carrefour	1
	Sinteco	1

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3.Fund valuations as at 31 December 2008
4.Committed uncalled equity contributions will increase co-investment to 40%

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

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Goodman European Logistics Fund

Covenant compliance[2]

Capital management initiatives

- Net to Total Assets covenant[3,5]
- Extension of €762 million syndicate facility for one year to December 2012[1]

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Actual Headroom
Covenant
30% 35% 40% 45% 50% 55% 60% 65%
+ ICR measure [4]
Actual
Covenant Headroom
0.75x 1.00x 1.25x 1.50x 1.75x
----- End of picture text -----

- Increase in LTV covenant to provide additional headroom (increase from 60.0% to 67.5% for 18 months then to 60% thereafter)
- Increase in Net to Total Assets covenant to provide additional headroom (increase from 60% to 63% for term)
- WACR of 9.1% to breach Net to Total Assets covenant[2,3]

Asset sale program

Debt maturity profile

- €64 million in asset sales, with a further €21 in due diligence
- Completed at a 5% discount to book value
- Sales reflect a WACR of 7.7%

Sales in last 12 months	Proceeds (€m)
Completed	51
Contracted	13
In due diligence	21
Total	85

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----- Start of picture text -----

99.2%
0.8%
Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 FY14+
----- End of picture text -----

Extension has been credit approved by four of five lenders, with the remaining lender in their final approval process
Based on Fund covenants that are currently most capable of triggering an event of default in the Fund
As at 30 June 2009, adjusted for cash on balance sheet, contracted asset sales, development capex and committed but undrawn equity
12 month forward looking allowing for revised bank facility margins
Headroom shown on covenant’s inverse relationship = total liabilities to total assets

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

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Goodman Hong Kong Logistics Fund

Key metrics[1]

Fund snapshot

- Established in April 2006, Goodman Hong Kong Logistics Fund ( GHKLF ) is an unlisted fund that invests in institutional grade logistics/warehouse properties in Hong Kong

Total assets	A$1.7 billion
Interest bearing liabilities	A$0.6 billion
Gearing2	32.4%
Customers	224
Number of properties	18
Occupancy	95.1%
Weighted average cap rate3	7.1%
GMG co-investment	24.2%
GMG co-investment	A$0.2 billion

- The Fund manages over 800,000 sqm across Hong Kong’s industrial regions with access to a 300,000 sqm development pipeline
- Largest owner of industrial space in Hong Kong
- Approximately 260,000 sqm leased during FY09 at average rental increases of 34%

WALE of 2.4 years (by net income)[1]

		%
<	1 year	37
1	- 2 years	35
2	- 3 years	6
3	- 4 years	2
4	- 5 years	7
>	5 years	13

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Top 10 customers make up 38% of portfolio income[1]

	%
Diamond Sparkling	11
Deutsche Post	5
Equinix	4
Wilson Logistics	3
Schenker International	3
WPG Electronics	3
Man Sun Godown Limited	3
JSI Logistics	3
Santa Fe Transport Int'l	2
Kyocera Mita Industrial Co	2

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As at 30 June 2009
Calculated as net debt/total assets less cash

Stabilised portfolio only

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

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Goodman Hong Kong Logistics Fund

Covenant compliance[1]

Capital management initiatives

- Extension and upsizing of HK$1,009 million tranche to three years from signing (currently expires in March 2010)

+ LVR covenant[2,3]

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----- Start of picture text -----

Actual Headroom
Covenant
20% 25% 30% 35% 40% 45% 50% 55%
+ ICR covenant [[4]]
Actual
Covenant Headroom
1.00x 1.25x 1.50x 1.75x 2.00x 2.25x 2.50x 2.75x 3.00x 3.25x
----- End of picture text -----

HK$2,100 million of demand received from lenders with HK$977 million of credit approvals obtained
- Asset sales of HK$591 million in the last 12 months

+ ICR covenant[[4]]

- HK$1,600 million capital raising completed in November 2008 – HK$800 million of uncalled equity commitments can be drawn
- Fund in a solid position with WACR of 11.2% required to breach LVR covenant (excluding contribution of uncalled committed equity and unencumbered development assets)[1,2]

Asset sale program

Debt maturity profile

- HK$591 million of asset sales completed and contracted
- Secondary assets sold at 6.9% WACR (1% premium to book values)

Sales in last 12 months	Proceeds (HK$m)
Completed	201
Contracted	390
Total	591

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----- Start of picture text -----

25.5% 25.6%
25.3%
23.7%
Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 FY14+
----- End of picture text -----

Based on Fund covenants that are currently most capable of triggering an event of default in the Fund
As at 30 June 2009, adjusted for cash on balance sheet and contracted asset sales
Excludes uncalled committed equity and unencumbered development assets
12 month forward looking allowing for revised bank facility margins

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

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Goodman Property Trust

Key metrics[1]

Fund snapshot

Total assets	A$1.3 billion
Interest bearing liabilities	A$0.4 billion
Gearing2	35.3%
Customers	235
Number of properties	23
Occupancy	96.0%
Weighted average cap rate	8.7%
Market capitalisation3	A$0.7 billion
GMG co-investment3,5	28.0%
GMG co-investment3	A$0.2 billion

- Managed by Goodman since December 2003, Goodman Property Trust ( GMT ) is New Zealand’s largest listed industrial property trust by market capitalisation
- GMT invests in office parks, industrial estates, business parks and warehouse/distribution centres in Auckland and Christchurch – NZ’s largest distribution centres
- Strong underlying portfolio performance despite challenging environment
4.0% growth across 102 rent reviews completed in FY09
5.4% growth on market or inflation linked reviews in FY09
- Approximately 160,000 sqm leased during FY09

Long-dated WALE of 5.9 years (by net income)[1,4]

		%
<	1 year	10
1	- 2 years	9
2	- 3 years	11
3	- 4 years	6
4	- 5 years	12
>	5 years	52

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As at 31 March 2009 (as disclosed to the New Zealand stock exchange on 14 May 2009)
Calculated as net debt/property assets
As at 31 July 2009

Top 10 customers make up 32% of portfolio income[1]

		%
	Toll	5
	New Zealand Post	5
	Air New Zealand	4
	DHL	4
	Linfox Logistics	3
	Fletcher Building	3
	Turners Auctions	2
	SCA Hygiene	2
	Vodafone Vector	2 2

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Represents portfolio on completion of commenced developments and pending settlements
Based on NTA

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

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Goodman Property Trust

Covenant compliance[1]

Capital management initiatives[1]

- Refinanced NZ$902m bank facilities for three years, one year ahead of expiry

+ LVR covenant[2]

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----- Start of picture text -----

Actual Headroom
Covenant
20% 25% 30% 35% 40% 45% 50%
+ ICR covenant [[2]]
Actual
Covenant Headroom
1.00x 1.25x 1.50x 1.75x 2.00x 2.25x 2.50x 2.75x 3.00x 3.25x
----- End of picture text -----

- Disposed of four non-core assets for NZ$60 million with a further NZ$27 million under conditional contract
- Proceeds of asset sales used to repay debt and fund development activity

+ ICR covenant[[2]]

- Development expenditure scaled back, with focus on higher return hurdles and only pre-committed developments
- Fund in a solid position with a WACR of 10.6% required to breach its LVR covenant[2]

Asset sale program[1]

Debt maturity profile[1]

- NZ$87 million in asset sales during FY09
- Sold at 5% premium to book value
- Secondary assets sold on WACR of 9.3%

Sales in last 12 months	Proceeds (NZ$m)
Completed	60
Conditional contract	27
Total	87

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----- Start of picture text -----

81.9%
12.8%
5.3%
Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 FY14+
----- End of picture text -----

As at 31 March 2009 (as disclosed to the New Zealand stock exchange on 14 May 2009)
Based on main GMT syndicate facility

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

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Goodman European Business Parks Fund

Key metrics[1]

Fund snapshot

Total assets	A$0.6 billion
Interest bearing liabilities	A$0.4 billion
Gearing2	58.6%
Customers	138
Number of business parks	6
Occupancy	73.0%
Weighted average cap rate	7.6%
GMG co-investment	15.5%
GMG co-investment	A$0.04 billion

- Goodman European Business Parks Fund ( GEBPF ) is a core plus unlisted fund which invests in, develops and manages business parks located in major economic hubs across Europe (ex-UK)
- Portfolio comprises six business parks valued at A$0.6 billion
- Development orientated fund that will dispose completed developments in medium term

Long-dated WALE of 4.0 years (by net income)[1]

		%
<	1 year	14
1	- 2 years	10
2	- 3 years	16
3	- 4 years	16
4	- 5 years	13
>	5 years	31

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Top 10 customers make up 41% of portfolio income[1]

	%
Valourec & Mannesmann	6
Industria Turbo Propulsores	6
Dimetronic	5
Technip	5
Henkel Technologies	5
Arlington Business Centres France	3
Still France	3
Sitlel Iberia Teleservices	3
Volvo Maquibaria	2
Transcom Worldwide	2

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1.As at 30 June 2009 2.Calculated as net debt/total assets less cash

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Goodman European Business Parks Fund

Covenant compliance[1]

Asset sale program

- Five asset-specific funding facilities
- €76 million of assets sold and under due diligence

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- Within 5% of book value
- All facilities in compliance with covenants

Sales in last 12 months	Proceeds (€m)
Completed	44
In due diligence	32
Total	76

- Asset sales have provided additional headroom to covenants
- Weighted average covenant gearing of 60.0% compared to weighted average covenant of 74.3%

Debt maturity profile[1]

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----- Start of picture text -----

48.3%
18.4% 19.6%
13.7%
Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 FY14+
----- End of picture text -----

As at 30 June 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

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Macquarie Goodman Japan Logistics Fund

Key metrics[1,2]

Fund snapshot

Total assets	A$0.9 billion
Interest bearing liabilities	A$0.5 billion
Gearing3	61.3%
Customers	17
Number of properties	15
Occupancy	79.0%
Weighted average cap rate	5.6%
GMG co-investment	n/a
GMG co-investment	n/a

- Macquarie Goodman Japan Logistics Fund ( MGJLF ) invests in high quality logistics assets in recognised and emerging warehouse, distribution and logistics locations in Japan
- Goodman holds no direct interest in MGJLF – interest is held through the Group’s listed investment in J-REP Co., Ltd
- Modern portfolio with average age of approximately two years

Capital management

- Interest cover ratio is the only trigger of an ‘event of default’ in the Fund’s debt facility – comfortably covered at last review
- Interest cost 100% hedged for term of debt facility

Long-dated WALE of 9.3 years[1]

	%
< 5 years	27
5 - 10 years	32
10 - 15 years	17
15 - 20 years	22
> 20 years	2

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Debt maturity profile[1]

==> picture [353 x 148] intentionally omitted <==

----- Start of picture text -----

100.0%
Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 FY14+
----- End of picture text -----

1.As per the Fund’s audited accounts at 28 February 2009, with no material movements to 30 June 2009

2.Based on combined MGJLF and Japan Wholesale Fund vehicles

3.Calculated as net debt/total assets less cash

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

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----- Start of picture text -----

+
Appendix C
Moorabbin asset
for equity swap
Homebush Corporate Park,
Australia
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Moorabbin asset for equity swap

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- The Goodman Board is investigating an asset for equity swap with Goodman Holdings Group ( GHG ) in relation to a significant business park in Melbourne[1]
A sub-committee of the Board has been put in place given GHG is a related party
Any transaction must be of financial benefit to the Group and be consistent with the Group’s business plan
- Significant land bank in a strategically located business park precinct which complements Victorian business
Total land area of 294 hectares

Asset photo

==> picture [352 x 157] intentionally omitted <==

Traditional income producing investments on circa 25% of the site
75 hectares of developable area (circa 25% of the site)
- Intention would be to provide consideration in Goodman scrip (or equity equivalent) such that:
Would not be detrimental to EPS or NTA
Deferred for an appropriate period of time

+ Any agreement will require:

An independent expert’s report
Securityholder approval

1.GHG owns 67% of the asset with the remainder held by a non-related third party. The intention will be to acquire the total interest in the asset

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

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Appendix D Offer jurisdictions Kersdonk Industrial Estate, Belgium

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Offer jurisdictions

United Kingdom

- This document is only intended for distribution on a confidential basis to persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as Relevant Persons). Any investment or investment activity described in this document is available only to Relevant Persons and will be engaged in only with the Relevant Persons. The transmission of this document to any person in the UK other than a Relevant Person is unauthorised and may contravene the Financial Services and Markets Act 2000 (the FSMA). Neither this document nor any accompanying letter or other document has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the FSMA) has been published or is intended to be published in respect of the Securities. Accordingly, the Securities may not be offered or sold in the United Kingdom, except to persons which are qualified investors within the meaning of section 86(7) of the FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor should its contents be disclosed by recipients to any other person. The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

United States

- This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any “US Person” (as defined in Regulation S under the US Securities Act of 1933 ( Securities Act ) ( US Person )). Securities may not be offered or sold in the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, registration. The stapled securities to be offered and sold in the equity raising have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons unless the securities are registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, registration. In addition, GMG has not, and will not, be registered under the US Investment Company Act of 1940, in reliance on an exception provided by Section(c)(7) thereof. This document may not be distributed or released in the United States or to, or for the account or benefit of, any US Person.
- By accepting this presentation you agree to be bound by the foregoing limitations.

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New Zealand

- The institutional placement is restricted in New Zealand to persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money or who otherwise pay a minimum subscription price of at least NZ$500,000 for Securities under this offer.
- The entitlement offer is made to existing holders of Securities under the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).
- This offering document does not constitute and should not be construed as an offer, invitation, proposal or recommendation to apply for Securities by persons in New Zealand who do not meet the above criteria. Applications or any requests for information from persons in New Zealand who do not meet the above criteria will not be accepted.

Singapore

- This document and any other materials in connection with the Offer relating to Singapore have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of securities may not be circulated or distributed, nor may securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than as described below and/or otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"). This document does not constitute an advertisement of securities in Singapore.
- This document has been given to you on the basis that you fall within one of the categories of investors described below. In the event that you are not an investor falling within one the categories set out below, please return this document to Goodman Group immediately. Please do not forward or circulate this document to any other person. The categories of investors are:

Existing holders of the Securities

This Offer is made to existing holders of Securities under the exemptions in Sections 273(1)(cd)(i) and 282X(3)(e)(i), collectively, of the SFA.
Institutional and other Relevant Investors
A separate offer is being made to institutional investors under Section 274 and Section 282Y of the SFA; and to relevant persons pursuant to Section 275 and Section 282Z of the SFA, in accordance with the conditions specified therein.
It should be noted that there are on-sale restrictions (set out in, among others, Sections 276 and 282ZA of the SFA) applicable to all investors who acquire securities pursuant to these exemptions. All such investors are advised to acquaint themselves with such provisions and comply with them accordingly. The offer is not made to you with a view to the Securities (or any of them) being subsequently offered for sale to any other party. In the event of any doubt as to your legal rights and obligations, please obtain appropriate professional advice.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Offer jurisdictions

Switzerland

- Neither the Securities nor the Entitlements may be publicly offered, sold or advertised, directly or indirectly, in or from Switzerland. Neither this document nor any other offering or marketing material relating to the Securities or the Entitlements constitutes a prospectus as that term is understood pursuant to article 652a or 1156 of the Swiss Federal Code of Obligations or the Swiss Federal Act on Collective Investment Schemes (the CISA ), and neither this document nor any other offering or marketing material relating to the Securities and the Entitlements may be publicly distributed or otherwise made publicly available in Switzerland. The Securities and the Entitlements may only be offered, sold or advertised, and this document as well as any other offering or marketing material relating to the Securities or the Entitlements may only be distributed by way of private placement to qualified investors within the meaning of article 10 para 3 and 4 of the CISA and article 6 of the Ordinance on Collective Investment Schemes in accordance with the regulations of the Swiss Financial Market Supervisory Authority ( FINMA ). Neither the Trust, the Securities nor the Entitlements are authorized by or registered with FINMA under the CISA. Therefore, investors do not benefit from protection under the CISA or supervision by FINMA.

European Economic Area

- This document has not been approved by the competent authority in a member state of the European Economic Area (a Member State) or, where appropriate, approved in another Member State and notified to the competent authority of any other Member State in accordance with the Prospectus Directive. In relation to each member state of the European Economic Area, which has implemented the Prospectus Directive (each a Relevant Member State), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) no offer of the Securities and Entitlements to the public in that Relevant Member State has or will, except that, with effect from and including the Relevant Implementation Date, an offer of Securities and Entitlements may be made to the public in that Relevant Member State:
Following the date of publication of a prospectus in relation to the Securities and Entitlements, which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or final terms, as applicable;

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  - At any time to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or

  - In any other circumstances falling within Article 3(2) of the Prospective Directive, provided that no such offer of Securities and Entitlements referred to in (b) to (e) above shall require the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

- For the purposes of this provision, the expression an 'offer of Securities and Entitlements to the public' in relation to any Securities and Entitlements in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities and Entitlements to be offered so as to enable an investor to decide to purchase or subscribe for the Securities and Entitlements, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression 'Prospectus Directive' means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
- Each subscriber for or purchaser of Securities and Entitlements in the offering located within a Relevant Member State will be deemed to have represented, acknowledged and agreed that it is a qualified investor within the meaning of Article 2(1)(e) of the Prospectus Directive (Qualified Investor). In the case of any Securities and Entitlements being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, warranted to and agreed with the Underwriter and the Issuer that: (i) the Securities and Entitlements acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors, or in circumstances in which the prior consent of the Underwriter has been obtained to each such proposed offer or resale; or (ii) where Securities and Entitlements have been acquired by it or on behalf of persons in any Relevant Member State other than Qualified Investors, the offer of those Securities and Entitlements to it is not treated under the Prospectus Directive as having been made to such persons. The Issuer and the Underwriter, each of their respective affiliates and others will rely upon the truth and accuracy of the foregoing representation, warranty and agreement. Notwithstanding the above, a person who is not a Qualified Investor and who has notified the Issuer and the Underwriter of that fact in writing may, with the consent of the Issuer and the Underwriter, be permitted to subscribe for or purchase Securities and Entitlements.
At any time to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
At any time to any legal entity that has two or more of: (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than EUR 43,000,000 and (iii) an annual net turnover of more than EUR 50,000,000, as shown in its last annual or consolidated accounts;

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Offer jurisdictions

France

- Prospective investors are informed that no prospectus (including any amendment, supplement or replacement thereto) has been or will be prepared in connection with the Offer that has been approved by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers. No prospectus subject to the approval (visa) of the French Market Authority (Autorité des Marchés Financiers) has been, or will be, prepared in connection with the Securities.
- The Securities and Entitlements are not issued in the French Republic and the Securities and Entitlements may not be offered or sold nor will be offered or sold to the public in the French Republic and neither this document nor any other material or other material or information relating to the Securities may be released, issued or distributed, caused to be released, issued or distributed, to the public in France, or used in connection with any offering of the Securities to the public in France, except that the Securities and Entitlements may be offered exclusively to(i) persons licensed to provide the investment service of portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pourcompte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account, all as defined and in accordance with Article L. 411-1 and L. 411-2 of the French Code Monétaireet Financier and applicable regulations thereunder.
- Prospective investors are informed that (i) such prospective investors may only take part in the transaction solely for their own account, as provided in Articles D. 411-1, D. 411-2, D. 734-1, D.744-1, D. 754-1 and D. 764-1 of the French Code Monétaire et Financier and (ii) the Securities and Entitlements may not be further distributed, directly or indirectly, to the public in the French Republic otherwise than in accordance with Article L. 411-1, L. 411-2, L. L. 412-1 and L.621-8 to L. 621-8-3 of the French Code Monétaire et Financier and applicable regulations thereunder.

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Denmark

- This document has not been filed with or approved by the Danish Financial Supervisory Authority or any other regulatory authority in the Kingdom of Denmark. The Securities have not been offered or sold and may not be offered, sold or delivered directly or indirectly to the public in Denmark and the Issuer has represented and agreed that it will not, directly or indirectly, (i) offer or sell the Securities or distribute any offering materials relating to the Securities that would constitute a public offering in Denmark, or (ii) offer or sell any Securities to any investor in Denmark unless; (a) the Securities are offered to qualified investors only; (b) the total number of non-qualified investors in Denmark to which the Securities are offered is below 100; or (c) the minimum investment by any investor is at least 50,000 Euro; or (d) any other exemption from the duty to publish a prospectus under the Danish Securities Trading Act and Executive Orders issued pursuant thereto are applicable.

Luxembourg

- This Offer does not constitute a public offering in Luxembourg. The Offer may not be advertised and the Securities may not be offered or sold, and this Presentation or any other offering material relating to the Securities may not be distributed, directly or indirectly, to any persons in Luxembourg other than to qualified investors as defined in Article 2 (1)(j) of the law of 10 July 2005 on prospectuses for securities or (ii) other investors in circumstances which do not require the publication by the issuer of a prospectus, information circular, brochure or similar document pursuant to Article 5 of the aforementioned law.
- The Offer has not been and will not be notified to the Luxembourg Supervisory Authority for the Financial Sector (“Commission de Surveillance du Secteur Financier”) and this Presentation or any other offering material relating to the Securities has not been and will not be approved by the Luxembourg regulatory authorities. Any representation to the contrary is unlawful.

The Netherlands

Germany

- The Securities and the Disclosure Statement have not been notified to, registered with or approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") for public offer/public distribution under German law.
- Accordingly, the Securities may not be distributed or offered to or within Germany by way of public distribution or offer within the meaning of applicable German laws, public advertisement or in any similar manner. This document and any other document relating to the Securities as well as any information contained therein may not be supplied to the public in Germany or used in connection with any offer for subscription of the Securities to the public in Germany or by any other means of public marketing.
- This document and any other document relating to the Securities as well as any information contained therein are strictly confidential any may not be distributed to any person or entity other than the recipient hereof to whom this document is personally addressed.
- The Securities and Entitlements described herein may not, directly or indirectly, be offered or acquired in The Netherlands, and this document may not be circulated in The Netherlands as part of an initial distribution or at any time thereafter, except
To qualified investors (gekwalificeerde beleggers) within the meaning of Section 1:1 of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), as amended from time to time; and/or
To investors who acquire the Securities and Entitlements against a minimum consideration of EUR 50,000 or the equivalent thereof in another currency.
- The Issuer has not been registered for public offer or distribution in The Netherlands and the Issuer is not licensed under the Dutch Financial Markets Supervision Act. Consequently, the Issuer is not subject to the prudential and conduct of business supervision of the Dutch Central Bank (De Nederlandsche Bank N.V.) and the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten).

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Offer jurisdictions

Ireland

- This document and any other materials in connection with the Offer relating to Ireland do not constitute a prospectus within the meaning of Part 5 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland. No offer of securities to the public is made, or will be made, that requires the publication of a prospectus pursuant to Irish prospectus law (within the meaning of Part 5 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland) in general, or in particular pursuant to the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland.
- This document has not been approved, reviewed or registered with the Irish Financial Services Regulatory Authority. This document does not constitute investment advice or the provision of investment services within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended) or otherwise. The Issuer is not an authorised investment firm within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended) and the recipients of this document should seek independent legal and financial advice in determining their actions in respect of or pursuant to this document.
- This document and the information contained herein are private and confidential and are for the use solely of the person to whom this document is addressed. If a prospective investor is not interested in making an investment, this document should be promptly returned. This document does not, and shall not be deemed to, constitute an invitation to the public in Ireland to purchase interests in the Trust. No person receiving a copy of this document may treat it as constituting an invitation to them to purchase interests in the Trust or a solicitation to anyone other than the addressee.
- This document has not been approved by the Irish Financial Services Regulatory Authority. The Trust has not been authorised and is not supervised by the Irish Financial Services Regulatory Authority. Accordingly, no action will be taken by the Trust, the Trust manager or its placement agent(s), and no units in the Trust may be offered or sold in Ireland, in circumstances which would open the Trust to participation by the public in Ireland (within the meaning of Section 9 of the Unit Trusts Act 1990 of Ireland).

Canada

- The Securities may not be offered or sold, and this document may not be distributed, directly or indirectly, in any province or territory of Canada or to or for the benefit of any resident of any province or territory of Canada, except pursuant to an exemption from the requirement to file a prospectus in the province or territory in which such offer or sale is made, and only by a dealer duly registered under the applicable securities laws of that province or territory in circumstances where no exemption from the applicable registered dealer requirements is available. All Canadian investors will be required to confirm in their representations that they are "accredited investors" as defined in National Instrument 45-106 Prospectus and Registration Exemptions and they are familiar with the Goodman Group through prior investments or business contacts.

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Norway

- This document has not been approved by, or registered with, any Norwegian securities regulators pursuant to the Norwegian Securities Trading Act of 29 June 2007, as amended. The Presentation and any other materials in connection with the Offer relating to Norway have not been approved or disapproved by, or registered with the Oslo Stock Exchange, the Norwegian FSA, the Norwegian Registry of Business Enterprises or any other Norwegian authority. Accordingly, neither the Presentation nor any other offering material relating to the offering of the Securities and Entitlements constitutes, or shall be deemed to constitute, an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007. The Securities and Entitlements may not be offered or sold, directly or indirectly, in Norway except:
In respect of an offer of Securities and Entitlements addressed to investors subject to a minimum purchase of Securities and Entitlements for a total consideration of not less than €50,000 per investor;
To “professional investors” as defined in the Norwegian Securities Regulation of 29 June 2007 no. 876, being;
- Legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest insecurities;
- Any legal entity which is registered as a professional investor with the Oslo Stock Exchange (No. Oslo Børs) and which has two or more of; (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
- Any natural person which is registered as a professional investor with the Oslo Stock Exchange (No. Oslo Børs) and which has two or more of; (1) an average execution of at least ten – 10 – transactions in securities of significant volume per quarter for the last four quarters; (2) a portfolio of securities with a market value of at least €500,000; (3) worked or works, for at least one – 1 – year, within the financial markets in a position which presuppose knowledge of investing insecurities;
- To fewer than 100 natural or legal persons (other than “professional investors” as defined in the Norwegian Securities Regulation of 29 June 2007 no. 876), subject to obtaining the prior consent of the Underwriter for any such offer;
In any other circumstances provided that no such offer of Securities and Entitlements shall result in a requirement for the registration, or the publication by the Issuer or the Underwriter of a prospectus pursuant to the Norwegian Securities Trading Act of 29 June 2007.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Offer jurisdictions

Hong Kong

- The contents of this document have not been reviewed or approved by any regulatory authority in Hong Kong. In particular, this document has not been, and will not be, registered as a 'prospectus‘ in Hong Kong under the Companies Ordinance (Cap 32) (the CO) nor has it been authorised by the Securities and Futures Commission (the SFC) in Hong Kong pursuant to the Securities and Futures Ordinance (Cap 571) of the Laws of Hong Kong (the SFO). Recipients are advised to exercise caution in relation to any offer of Securities by GMG. If recipients are in any doubt about any of the contents of this document, they should obtain independent professional advice. This document does not constitute an offer or invitation to the public in Hong Kong to acquire any Securities nor an advertisement of Securities in Hong Kong. This document must not be issued, circulated or distributed in Hong Kong other than:
To 'professional investors' within the meaning of SFO and any rules made under that ordinance (Professional Investors); or
In other circumstances which do not result in this information being a 'prospectus' as defined in the CO nor constitute an offer to the public which requires authorisation by the SFC under the SFO.
- Unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the content of which is likely to be accessed or read by, the public of Hong Kong other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to Professional Investors. Any offer of the Securities will be personal to the person to whom relevant offer documents are delivered by or on behalf of GMG, and a subscription for the Securities will only be accepted from such person. No person who has received a copy of this document may issue, circulate or distribute this document in Hong Kong or make or give a copy of this document to any other person. No person allotted Securities may sell, or offer to sell, such Securities to the public in Hong Kong within six months following the date of issue of such Securities.

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United Arab Emirates

- This document is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose.
- By receiving this document, the person or entity to whom it has been issued understands, acknowledges and agrees that neither the Securities nor the Presentation have been approved by the U.A.E. Central Bank, the U.A.E. Ministry of Economy and Planning or any other authorities in the U.A.E., nor has the placement agent, if any, received authorisation or licensing from the U.A.E. Central Bank, the U.A.E. Ministry of Economy and Planning or any other authorities in the United Arab Emirates to market or sell the Securities within the United Arab Emirates. No marketing of the Securities has been or will be made from within the United Arab Emirates and no subscription to the Securities may or will be consummated within the United Arab Emirates. It should not be assumed that the placement agent, if any, is a licensed broker, dealer or investment advisor under the laws applicable in the United Arab Emirates, or that it advises individuals resident in the United Arab Emirates as to the appropriateness of investing in or purchasing or selling securities or other financial products. The interests in the Securities may not be offered or sold directly or indirectly to the public in the United Arab Emirates. This does not constitute a public offer of securities in the United Arab Emirates in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended) or otherwise.
- Nothing contained in this document is intended to constitute investment, legal, tax, accounting or other professional advice. This document is for your information only and nothing in this document is intended to endorse or recommend a particular course of action. You should consult with an appropriate professional for specific advice rendered on the basis of your situation.
- The Securities are not being offered, distributed, sold or publicly promoted or advertised, directly or indirectly, to, or for the account or benefit of, any person in the Dubai International Financial Centre ( DIFC ). This document is not intended for distribution to any person in the DIFC and any such person that receives a copy of this document should not act or rely on this document and should ignore the same. The Dubai Financial Services Authority has not approved the Securities or the Presentation nor taken steps to verify the information set out in it, and has no responsibility for it.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Exchange rates

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+ Statement of Financial Position – exchange rates as at 30 June 2009

– AUDGBP – 0.4872 (30 June 2008 – 0.4860) – AUDEUR – 0.5751 (30 June 2008 – 0.6117) – AUDHKD – 6.2586 (30 June 2008 – 7.4812) – AUDSGD – 1.1699 (30 June 2008 – 1.3093) – AUDNZD – 1.2428 (30 June 2008 – 1.2678) – AUDUSD – 0.8114 (30 June 2008 – 0.9592) – AUDJPY – 77.760 (30 June 2008 – 103.58) – AUDCAD – 0.9377 (30 June 2008 – 0.9741)

+ Statement of Financial Performance – average exchange rates for the 12 months to 30 June 2009

– AUDGBP – 0.4625 (30 June 2008 – 0.4475) – AUDEUR – 0.5416 (30 June 2008 – 0.6100) – AUDHKD – 5.8048 (30 June 2008 – 6.9822) – AUDSGD – 1.0916 (30 June 2008 – 1.2855) – AUDNZD – 1.2289 (30 June 2008 – 1.1668) – AUDUSD – 0.7473 (30 June 2008 – 0.8961) – AUDJPY – 74.206 (30 June 2008 – 98.659) – AUDCAD – 0.8631 (30 June 2008 – 0.9048)

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

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thank+you

AI assistant

GOODMAN GROUP — Investor Presentation 2009

64998_rns_2009-08-05_d93dcee8-2ca2-4f5a-aa0b-2c7f23f8ca10.pdf

Important notice and disclaimer

Presentation of general background

Not an offer

Not investment advice

Future performance

Financial data

Introduction

+ The capital management initiatives position Goodman to focus on its core markets and capitalise on its leading industrial real estate platform

Contents

Initiatives overview

+ Goodman has successfully implemented a series of initiatives that significantly strengthen its platform

Group outlook

FY09 results – balance sheet

30 June 2009 balance sheet[1] (pre initiatives)

FY09 results – profit and loss

30 June 2009 income statement[1]

FY09 Oct 2008 operating earnings guidance vs actual (cps)

China Investment Corporation partnership

$500 million hybrid securities issue to CIC

Summary terms

New China joint venture with CPPIB

Group refinancing activity

30 June 2009 debt maturity profile ($m)[5]

Pro forma debt maturity profile – post extensions ($m)[5]

Liquidity

Sources and uses

Group financial covenants

Asset covenant sensitivities[3]

ICR covenant sensitivities[3]

Fund debt structure

30 June 2009 debt maturity profile ($m)[2]

Pro forma debt maturity profile – post extensions ($m)[2]

Goodman fund summary

+ Refinancing package provides significant headroom for Goodman’s funds

Strengthening funds[1]

Group business model and outlook

+ Goodman will continue to focus on its core business of owning, developing and managing industrial property

Pro forma balance sheet

+ $1.8 billion equity raising ($2.0 billion post the exercise of options) and the joint venture with CPPIB significantly reduces Group leverage

FY10 operating earnings guidance

Investment

+ Key drivers of forecast assumptions for FY10

+ Conservative cornerstone distribution estimates

Management

+ Significant opportunities exist to improve outlook

Development

Shortlisted enquiries

Development – recent projects

Asia Pacific

UK/Europe

Placement and entitlement offer

Equity Offer metrics

FY10 EPS trading yields[3]

Indicative timetable

Risks

Outline

Transaction specific risks

Risks

General risks affecting Goodman Group

Risks

General risks affecting Goodman Group (cont.)

Specific risks affecting Goodman Group

Risks

Specific risks affecting Goodman Group (cont.)

Risks

Specific risks affecting Goodman Group (cont.)

FY09 results – valuations and asset sales

30 June 2009 property valuations (look through)

Contracted asset sales in last 12 months (Group and Funds)

Stabilised direct Australian portfolio

Portfolio snapshot

Key metrics[1]

Geographic diversification

Lease expiry profile

FY09 results – intangibles and derivatives

+ A substantially audited review of intangibles valuation has been conducted

Intangibles – segment carrying values

GOODMAN GROUP Investor Presentation 2009