GOODMAN GROUP — M&A Activity 2005

Feb 1, 2005

PROPOSED MERGER TIMETABLE - MACQUARIE GOODMAN INDUSTRIAL TRUST AND MACQUARIE GOODMAN MANAGEMENT LIMITED

Participating Organisations are advised that approval of security holders in Macquarie Goodman Industrial Trust ("MGI") and Macquarie Goodman Management Limited ("MGM") has been obtained in relation to the proposed merger of MGI and MGM (the "Merger") to form the Macquarie Goodman Group.

The Merger will involve the "stapling" of MGI Units and MGM Shares to form Stapled Securities in the Macquarie Goodman Group ("MGQ"). Each Stapled Security comprises one MGI Unit and one MGM share.

Participating Organisations should note that the Merger is also subject to the approval of the Court and the lodgment of the Court order with the Australian Securities and Investments Commission. It is expected an announcement of this event will occur on 1 February 2005. Should this announcement not be made by 1 February 2005, the timetable referred to below will be subject to change,

As outlined in the explanatory memorandum to the Notice of Meeting for MGI and MGM, if the Merger is approved there will be an adjustment to the number of MGI Units immediately prior to the Merger. The purpose of the adjustment is to ensure that security holders in MGI and MGM hold the appropriate number of Stapled Securities in the Macquarie Goodman Group. If the Merger is approved, the adjustment, together with the issue of securities, will have the following effect.

• Each MGI Unitholder holding MGI units on 8 February 2005 (the Stapling Record Date) will receive 0.57 MGO $\bullet$ Stapled Securities.
• Each MGM Shareholder holding units on 8 February 2005 (the Stapling Record Date) will receive 1.00 MGQ $\bullet$ Stapled Securities.

All Foreignholders of MGI Units or MGM Shares on the Stapling Record Date will have their MGI Units or MGM Shares transferred to the Cashout Bank. The Cashout Bank will participate in the Stapling before selling the Stapled Securities and apportioning the proceeds among Foreignholders in the manner described in the Explanatory Memorandum.

Holders of Macquarie Goodman Capital Trust ("MGA") RePS were able to lodge a conversion notice by 18 January 2005 to elect to convert their RePS to MGI Units or receive cash in which case their RePS will be purchased for a price determined in accordance with their terms. The conversions (to MGI Units or cash) will be effected on 7 February 2005.

Please note that security holders may contact the Macquarie Goodman Group Information Line on 1300 766 699 for further information in relation to the Merger or if they would like additional copies of the Explanatory Document and/or the Overview Documents.

It is proposed that the timetable for the Merger is as follows:

25 January 2005	MGI and MGM security holders meetings.
31 January 2005	Date on which Court considers approval of the Share Scheme.
1 February 2005	Expected date of lodgment of the Share Scheme Order with ASIC. ASX to be notified immediately of the lodgment of the court order with the ASIC. Expected date on which Merger is to become effective.
	Last day of trading in existing MGI Units and MGM Shares separately. Securities to be suspended from close of trading. (ASX Codes: MGI, MGM).

2.FEB.2005	9:22	ASX LISTINGS SYD 61 2 92417620	NO.997	P.2⁄2
2 February 2005		Commencement of trading in Macquarie Goodman Group Stapled Securities on a deferred settlement basis (ASX Code: MGQ).
		Distribution payment to MGI Unitholders for the quarter ending 31 December 2004.
		Dividend payment to MGM Shareholders for the half year ending 31 December 2004.
7 February 2005		MGA RePS Holders that submitted valid conversion notices receive MGI Units or cash in accordance with their election.
8 February 2005		Stapling Record Date - record date for determining entitlements of MGI Unitholders and MGM Shareholders to Stapled Securities,
9 February 2005		Implementation of the Merger.
15 February 2005		Despatch of holding statements and confirmations for Stapled Securities.
		Deferred settlement trading ceases at the close of trading.
16 February 2005		Trading of Stapled Securities on a normal $(T + 3)$ basis commences. (ASX Code: MGQ).
By 8 March 2005		Cashout Bank pays the proceeds of the sale of the Stapled Securities to Foreign Securityholders,

For further information, please refer to the respective explanatory memorandum to the Notice of Meeting
announced to the market on 3 December 2004, provided by MGI and MGM in relation to the proposed Merger.