GOODMAN GROUP — Major Shareholding Notification 2012

Dec 16, 2012

ASX Form 605

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial shareholder

To Company Name/Scheme “Goodman Group” (ASX:GMG), comprising Goodman Limited, Goodman Industrial Trust (of which the responsible entity is Goodman Funds Management Limited) and Goodman Logistics (HK) Limited

ACN Not applicable

1. Details of substantial holder

Name The Goldman Sachs Group, Inc. (“GSGI”) on behalf of itself and its subsidiaries (“Goldman Sachs Group”) including its significant subsidiaries listed in Annexure A (“Significant Subsidiaries”) and Goldman Sachs Holdings ANZ Pty Limited and its subsidiaries (“Goldman Sachs Australia Group”).

ACN/ARSN (if applicable)

Not applicable

The holder ceased to be a substantial holder on 12 December 2012 The previous notice was given to the company on 14 December 2012 The previous notice was dated 14 December 2012

2. 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:

==> picture [509 x 140] intentionally omitted <==

----- Start of picture text ----- Holder ofDate of Relevant Consideration Person's votesChange Interest Nature of Change (AUD) Class and Number of Securities affectedGSA changed its relevantinterest in stapledsecurities, that aroseunder the sale agreementwith Leader InvestmentCorporation, when itprocured purchasers forGoldman those stapled securitiesSachs pursuant to the saleAustralia agreement (copy attachedPty Ltd to a Form 603 lodged12/12/2012 (“GSA”) earlier today) N/A Stapled Securities 116,671,226 116,671,226----- End of picture text -----

3. Changes in association

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

Name and ACN (ifapplicable)	**Nature of association **
N/A	N/A

4. Addresses

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

Name	Address
The GoldmanSachs GroupInc	Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801,U.S.A.

ASX Form 605

Goldman Sachs Australia Pty Ltd	Level 17, 101 Collins Street, Melbourne VIC 3000
Goldman Sachs Australia Group	Level 17, 101 Collins Street, Melbourne VIC 3000
Leader Investment Corporation	New Poly Plaza, No.1 Chaoyangmen Beidajie, Dongcheng District,Beijing,100010

Signature

Print name Michael Corwin Capacity Authorised Person (signing under power of attorney in accordance with section 52 of the Corporations Act) Sign here Date 14 December 2012

ASX Form 605

Annexure A

Significant Subsidiaries of The Goldman Sachs Group, Inc.

The following are significant subsidiaries of The Goldman Sachs Group, Inc. as of December 31, 2011 and the states or jurisdictions in which they are organized. Indentation indicates the principal parent of each subsidiary. The Goldman Sachs Group, Inc. owns, directly or indirectly, at least 99% of the voting securities of substantially all of the subsidiaries included below. The names of particular subsidiaries have been omitted because, considered in the aggregate as a single subsidiary, they would not constitute, as of the end of the year covered by this report, a “significant subsidiary” as that term is defined in Rule 1-02(w) of Regulation S-X under the Securities Exchange Act of 1934.

==> picture [453 x 501] intentionally omitted <==

ASX Form 605

==> picture [452 x 454] intentionally omitted <==

THE GOLDMAN SACHS GROUP, INC AND ITS SUBSIDIARIES

Signature

Print name Michael Corwin Capacity Authorised Person (signing under power of attorney in accordance with section 52 of the Corporations Act) Sign here Date 14 December 2012