GOODMAN GROUP — Major Shareholding Notification 2011

Sep 28, 2011

603 page 1/2 15 July 2001

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme Goodman Group (GMG)

ACN/ARSN Goodman Limited 000 123 071 / Goodman Industrial Trust ARSN 091 213 839

1. Details of substantial holder (1)

Name BlackRock Investment Management (Australia) Limited and

ACN/ARSN (if applicable) associated entities

The holder became a substantial holder on

04 / / 07 2011

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
ordinary	370,298,544	370,298,544	5.01%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

llows:
Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Appendix A

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
Appendix A

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)	Consideration (9)	Class and number of securities
		Cash	Non-cash
Appendix B

603 page 2/2 15 July 2001

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable) Nature of association Appendix A Name Address Appendix A

7. Addresses

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

Signature

print name Belinda Plotkin capacity Company Secretary sign here date 29 / 09 / 2011

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be 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 paragraph 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes. (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(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 contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

• See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write "unknown". (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Annexure A

This is Annexure A of (1) pages referred to in form 603 Notice of initial substantial shareholder

		29-Sep-11
Belinda Plotkin, Company Secretary	Date

3. Details of Relevant Interests

4. Details of present registered holders

6. Associates

7. Addresses

Holder of Relevant Interests Name and ACN / ARSN (if applicable)	Class and number of Securities	Class and number of Securities	Nature of Association	Address
(sections 3,4,6 and 7)	(sections 3 and 4)		(section 6)	(section 7)
BlackRock Japan Co. Ltd.	ORD	1	1	Sapia Tower
				1-7-12 Marunouchi, Chiyoda-ku,
				Tokyo, 100-0005 Japan
BlackRock Financial Management, Inc.	ORD	248,241	248,241	40 E. 52nd Street
				New York, NY 10022
BlackRock Asset Management Canada	ORD	1,717,493	1,717,493	161 Bay Street, Suite 2500
Limited				Toronto, Ontario M5J 2S1
BlackRock Fund Managers Ltd	ORD	1,958,198	1,958,198	33 King William Street
				London EC4R 9AS, UK
BlackRock Investment Management (Aust)	ORD	2,826,208	2,826,208	Level 19, 120 Collins St
Ltd (ACN 006 165 975)				Melbourne Australia
BlackRock International Ltd.	ORD	4,419,988	4,419,988	40 Torphichen Street
				Edinburgh EH3 8JB
BlackRock Investment Management, LLC	ORD	4,579,703	4,579,703	800 Scudders Mill Road
				Plainsboro, NJ 08536
BlackRock Asset Management Japan	ORD	11,429,738	11,429,738	Marunouchi Trust Tower Main,
Limited				1-8-3 Marunouchi, Chiyoda-ku
				Tokyo 100-8217
BlackRock Investment Management (UK)	ORD	15,009,453	15,009,453	33 King William Street
Ltd				London EC4R 9AS, UK
BlackRock Advisors (UK) Ltd.	ORD	54,302,265	54,302,265	Murray House
				1Royal Mint Court
				London, EC3N 4HH, UK
BlackRock Fund Advisors	ORD	74,794,666	74,794,666	400 Howard Street
				San Francisco, CA, 94105
BlackRock Institutional Trust Company,	ORD	99,287,052	99,287,052	400 Howard Street
N.A.				San Francisco, CA, 94105
BlackRock Asset Management Australia	ORD	99,725,538	99,725,538	Level 43, Grosvenor Place
Limited (ACN 001 804 566)				225 George Street
				Sydney NSW 2000 Australia

GMG

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Appendix B

This is Annexure B of (1) pages referred to in form 603 Notice of initial substantial shareholder

29-Sep-11 Belinda Plotkin, Company Secretary Date

5. Consideration

Goodman Group (GMG)	Goodman Group (GMG)
Holder of Relevant Interest Date of Acquisition	Cash Non-cash Consideration Class and number of securities affected
BlackRock Group 4 March 2011 to 4 July 2011	40,246,224 0 ord 56,428,829

GMG

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