GOODMAN GROUP — M&A Activity 2010

Dec 23, 2010

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ASX Announcement

REAL ESTATE INVESTMENT MANAGEMENT

Date

24 December 2010

Fund

ING Industrial Fund

IML recommends cash offer for IIF units

Today the Board of ING Management Limited (“ IML ”), the responsible entity of ING Industrial Fund (ASX: IIF ), announces that it has entered into an Implementation Agreement (“ Agreement ”) with a Goodman Group (ASX: GMG ) led consortium including three major pension / sovereign wealth funds (together the “ Goodman Consortium ”) to acquire all the ordinary units of IIF under an informal trust scheme of arrangement (“ Scheme ”). Under the terms of the Scheme, IIF unitholders will receive $0.546 per unit less any distributions unitholders become entitled to from today until completion, which includes the December 2010 and March 2011 distributions.

The post expected distribution price of $0.53 per unit represents:

• A premium of 15% to the closing price of $0.46 on 27 October 2010, the day prior to the announcement that IML had received an indicative proposal; and

• A premium of 22% to the six month volume weighted average price prior to 27 October 2010 of $0.44.

Mr Kevin McCann, Chairman IML said, “After careful consideration and a number of proactive approaches to other parties seeking alternative offers, the Board has concluded that the Goodman Consortium’s offer provides unitholders with an opportunity to immediately realise a premium price for their investment in IIF. Whilst the Board is of the belief that IIF is well positioned to continue to deliver stable distributions to unitholders into the future, the Board determined that the relative certainty delivered by this cash offer is in the best interests of IIF unitholders.”

In the absence of a superior proposal and subject to an Independent Expert concluding that the Scheme is in the best interests of IIF unitholders, the Board of IML will be recommending to IIF unitholders that they vote in favour of the Scheme at the Scheme meeting.

Offer details

The transaction is subject to certain conditions precedent the most significant being:

• 1. IIF unitholder approval;
• 1. Judicial advice in relation to the Scheme; and
• 1. Other regulatory approvals.

www.ingrealestate.com.au

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REAL ESTATE INVESTMENT MANAGEMENT

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A copy of the executed Agreement entered into by IML and the Goodman Consortium is attached to this announcement. IIF has received substantial financing certainty from the Goodman Consortium and additionally has been provided with a reverse break fee of $25 million supported by a cash deposit held in escrow payable if the Goodman Consortium fails to complete or the Agreement is terminated due to their breach.

A Scheme booklet containing information relating to the proposed acquisition by the Goodman Consortium (including an Independent Expert’s report concluding that the Scheme is in the best interest of IIF unitholders) is expected to be sent to IIF unitholders in mid February 2011, with a unitholder meeting to vote on the proposed Scheme to be held in mid March 2011. Subject to the conditions being met (or waived) IML expects the transaction to be completed by the end of March 2011.

NTA

The IIF December revaluations were released to the market on 22 December 2010 which saw a slight increase of A$1.4m in IIF’s book value.

Incorporating the revaluations, IIF’s estimated NTA at 31 December 2010 is $0.56[1] per unit.

However, for the purposes of this transaction, other appropriate adjustments to NTA per unit (including the accounting treatment adjustment for the face value of the Exchangeable Notes) result in an adjusted NTA of $0.55 per unit. Post other expenses associated with the proposed transaction, NTA is estimated at $0.54 per unit.

Mr McCann said that, “Whilst the offer of $0.53 per unit is below IIF’s adjusted NTA of $0.55 the Directors have considered a number of factors including the recent trading price of IIF, the recent trading of the sector more broadly, the fact that after proactive approaches with other parties no counter bid has emerged to date, and the time and risk associated with realising IIF's portfolio on an asset by asset basis. As a result the Board on balance recommends unitholders vote in favour of the Scheme.”

The Consortium

The Consortium is formed from a well-funded and sophisticated group of institutions, being Goodman, Canada Pension Plan Investment Board (CPPIB), All Pensions Group (APG) China Investment Corporation (CIC).

IML is being advised by Goldman Sachs, UBS AG and Mallesons Stephen Jaques.

1 Based on 30 November 2010 FX rate of AUD/EUR 0.7385

For further information, please contact

Johanna Keating Head of Investor Relations & Marketing ING Real Estate Investment Management Australia T: +61 2 9033 1096 M: +61 409 168 848

www.ingrealestate.com.au

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REAL ESTATE INVESTMENT MANAGEMENT

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About ING Industrial Fund

ING Industrial Fund (ASX code: IIF) is an externally managed ASX listed real estate investment trust that owns, develops and manages a diversified portfolio of 61 industrial properties and campus facilities. The Fund’s quality industrial properties are located near major infrastructure networks and are highly sought after by blue chip tenants from the logistics, consumer durables and fast moving consumer good sectors. IIF has total assets under management of $2.7 billion with investments located across Australia and Europe .

About the ING Real Estate Investment Management

ING Industrial Fund is one of five listed real estate investment trusts that are managed by ING Real Estate Investment Management Australia on behalf of 60,000 investors.

Globally, ING Real Estate Investment Management focuses on the investment management of quality real estate in all major global markets with a total portfolio of more than A$85 billion. ING Real Estate Investment Management is one of the leading investment management companies and serves a broad client base from five continents, Europe, North America and South America, Asia and Australia.

ING Real Estate Investment Management is part of ING Group, a global financial institution of Dutch origin offering banking, investments, life insurance and retirement services to over 85 million private, corporate and institutional clients in more than 40 countries.

www.ingrealestate.com.au

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