GOODMAN GROUP — Major Shareholding Notification 2006

Aug 31, 2006

604 page $1/2$ 15 July2001

Form 604

Corporations Act 2001 Section 611B

Notice of change of interests of substantial holder Macquarie Goodman Management Limited/ Macquarie Goodman Industrial Trust To: Company Name/Scheme

ACN/ARSN

000 123 071/093 016 605

1. Details of substantial holder(1)

Name
	ACN/ARSN (if applicable)

Goodman Holdings Pty Limited and its related entities 003 165 295

There was a change in the interests of the substantial holder on 29/08/2006 The previous notice was given to the company on 10/02/2005 09/02/2005 The previous notice was dated

1. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of Securities	Previous Notice	Previous Notice	Present Notice	Present Notice
	Persons Votes	Votina Power .	Persons Votes	Power Voting
Securities Stapled	.599.263 97	7.75%	, 259 $+093$ $-$ 144.	8.81%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme; since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change $(7)$	Class and number of securities affected	Persons votes affected
29/08/2006	Goodman Holdings Pty Limited	Share Acquisition	\$95,817,699	Fully Paid Ordinary	16,240,288
23/08/2006	Goodman Holdings Pty Limited	DRP June 2006 Quarter	\$3,784,695	Fully Paid Ordinary	654,565
	Craig Goodman	DRP June 2006 Quarter	\$1,029	Fully Paid Ordinary	178
21/07/2006	Goodman Holdings Pty Limited	Security Holder approved Issue of Securities	\$28,296,621	Fully Paid Ordinary	5,548,357
14/06/2006	Craig Goodman	Issue of Securities under ESAP	\$2,620,000	Fully Paid Ordinary	500.000
05/05/2006	Goodman Holdings Pty Limited	DRP - March 2006 Ouarter	\$7,428,561	Fully Pald Ordinary	1,460,705
	Greg Goodman	DRP - March 2006 Quarter	\$456,875	Fully Paid Ordinary	89,837
	Craig Goodman	DRP - March 2006 Quarter	\$48,369	Fully Paid Ordinary	9.511
09/03/2006	Goodman Holdings Pty Limited	Off Market Trade	\$25,533,000	Fully Paid Ordinary	4,300,000
08/02/2006	Goodman Holdings Ptv I imited	DRP - December 2005 Quarter	\$7,525,001	Fully Paid Ordinary	1,530,393

$\ddot{\phantom{a}}$

	Greg Goodman	$DRP - December$ 2005 Ouarter	\$450,127	Fully Paid Ordinary	98.022
	Craig Goodman	DRP - December 2005 Quarter	\$48,741	Fully Paid Ordinary	10.614
18/11/2005	Greg Goodman	Issue of Security Holder Approved Securities under ESAP	\$8,000,000	Fully Paid Ordinary	1,955,990
03/11/2005	Craig Goodman	Issue of Securities under ESAP	\$3,000,000	Fully Paid Ordinary	740.294
03/11/2005	Goodman Holdings Ptv Limited	DRP - September 2005 Quarter	\$6,909,364	Fully Paid Ordinary	1,721,149
03/05/2005	Goodman Holdings Pty Limited	Participation in the 1:10 Entitlement Offer	\$32,739,015	Fully Paid Ordinary	8,994,235
	Greg Goodman	Participation in the 1:10 Entitlement Offer	\$2,591,334	Fully Paid Ordinary	711,905
	Craig Goodman	Participation in the 1:10 Entitlement Offer	\$279.490	Fully Paid Ordinary	76.783
03/05/2005	Goodman Holdings Pty Limited	DRP - March 2005 Quarter	\$5,823,736	Fully Paid Ordinary	1,563,755
	Greg Goodman	DRP - March 2005 Quarter	\$185,696	Fully Paid Ordinary	49.862
	Craig Goodman	DRP - March 2005 Quarter	\$28,129	Fully Paid Ordinary	7.553
15/02/2005	Goodman Holdings Pty Limited	On market Share Purchase	\$896,750	Fully Paid Ordinary	230,000

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of		Person entitled	Nature of	Class and	Persons votes
	Registered holder of		relevant	number of
relevant		to be registered
interest	securities	as holder(8)	interest (6)	securities
Goodman	UBS Wealth	Goodman	Related Entity with	5,172,490	5,172,490
Holdings	Management	Securities	common beneficial
Pty Limited	Australia Nominees	Management	owners
	Pty Ltd	Group Pty Limited
Goodman	Goodman Funds	Goodman Funds	Related Entity with	6,779,661	6,779,661
Holdings	Management Group	Management	common beneficial
Pty Limited	Pty Ltd	Group Pty Limited	owners
Goodman	Citicorp Nominees	Goodman Realties	Related Entity with	3,898,306	3,898,306
Holdings	Pty Limited	Group Pty Limited	common beneficial
Pty Limited			owners
Goodman	Goodman Realties	Goodman Realties	Related Entity with	389,831	389,831
Holdings	Group Pty Limited	Group Pty Limited	common beneficial
Pty Limited			owners
Goodman	Goodman Equities	Goodman Equities	Wholly Owned	17,723,252	17,723,252
Holdings	Pty Limited	Pty Limited	Subsidiary
Pty Limited
Goodman	Goodman PGC Pty	Goodman PGC	Wholly Owned	4,026,276	4,026,276
Holdings	Limited	Pty Limited	Subsidiary
Pty Limited
Goodman	Goodman Securities	Goodman	Wholly Owned	6,598,790	6,598,790
Holdings	Pty Limited	Securities Pty	Subsidiary
Pty Limited		Limited
Goodman	Goodman Holdings	Goodman	Wholly Owned	25,992,020	25,992,020
Holdings	Pty Limited	Holdings Pty	Subsidiary
Pty Limited		Limited Goodman Finance	Wholly Owned	12,166,405	12,166,405
Goodman	Goodman Finance		Subsidiary
Holdings	Pty Limited	Pty Limited
Pty Limited Goodman	Citicorp Nominees	Goodman Realties	Wholly Owned	16,359,551	16,359,551
	Pty Limited	Pty Limited	Subsidiary
Holdings Pty Limited
Goodman	Goodman Realties	Goodman Realties	Wholly Owned	3,685,575	3,685,575
Holdings	Pty Limited	Pty Limited	Subsidiary
Pty Limited

Goodman Holdings Pty Limited	Goodman Capital Pty Limited	Goodman Capital Ptv Limited	Wholly Owned Subsidiarv	3,816,438	3,816,438
l Goodman l Holdinas Ply Limited	Goodman Funds Management Pty Limited	Goodman Funds Management Pty Limited	Wholly Owned Subsidiary	18,375,414	18,375,414
l Goodman Holdinas Pty Limited	UBS Wealth Management Australia Nominees Ptv Ltd	Goodman Securities Management Pty Limited	Wholly Owned Subsidiarv	6.971.790	6,971,790
Gregory l Goodman	Gregory Goodman	Gregory Goodman	Director and Ultimate beneficial owner	10,024,666	10,024,666
Craig l Goodman	Craig Goodman	Craig Goodman	Director and Ultimate beneficial owner	2,112,794	2.112.794

5. Changes in association

The persons who have become associates (2) of ceased to be associates of or have changed the nature of their association (9) with: the substantial holder in relation to voting interests in the company or scheme are as follows:

------ ---- . $-1$ able NS - NBP жN . 16 J.F 241 I L	. . статют . ___ ________
NH . _________

6. Addresses

The addresses of persons named in this form are as follows:

Name Address Goodman Holdings Pty Limited Level 10 60 Castlereagh Street Sydney NSW 2000 Goodman Capital Pty Limited Level 10 60 Castlereagh Street Sydney NSW 2000 Goodman Equities Pty Limited Level 10 60 Castlereagh Street Sydney NSW 2000 Goodman PGC Pty Limited Level 10 60 Castlereagh Street Sydney NSW 2000 Goodman Securities Pty Limited Level 10 60 Castlereagh Street Sydney NSW 2000 Level 10 60 Castlereagh Street Sydney NSW 2000 Goodman Finance Pty Limited Goodman Realties Pty Limited Level 10 60 Castlereagh Street Sydney NSW 2000 Level 18 60 Castlereagh Street Sydney NSW 2000 Goodman Funds Management Group Pty Limited Goodman Securities Management Group Pty Limited Level 18 60 Castlereagh Street Sydney NSW 2000 Level 18 60 Castlereagh Street Sydney NSW 2000 Goodman Realties Group Pty Limited UBS Wealth Management Australia Nominees Pty Ltd Level 25 1 Farrer Place Sydney NSW 2000 Citicorp Nominees Pty Limited Level 15 120 Collins Street Melbourne VIC 3000

Signature capacity DIRECTOR print name date $1, 9, 06$ sign here DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its $(1)$ related corporations, or the manager and trustee of an equity tnist), the names could be included in an annexureto the form: If the relevant interests of a group of persons are essentially similar; they may ~ referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragra~t 6 of the form:
• See the definition of tassocia-:: in section 9 of the Corporations Act 2001: $(2)$
• See the definition of trelevant interest in sections 608 and 6718(7) of the Corporations Act 2001: $\binom{3}{4}$
• The voting shares of a company constitute one class unless divided into separate classes:
• The persons votes divided by the total votes in the body corporate or scheme multiplied by 100: $(5)$
• í6) Include detailsof:
• any relevant agreement or other circumstances because of which the change in relevant interest (a) occurred: If subsection 6718(4) applies: a copy of any document setting out the terms of any relevant agreement: and a statement by the person giving full and accurate details of any centract, scheme or arrangement, must accompany this form: to gether with a written statement certifying this contract