GOODMAN GROUP — Proxy Solicitation & Information Statement 2006

Jun 20, 2006

Macquarie Goodman

21 June 2006

The Manager Company Notices Section Australian Stock Exchange Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir

MACQUARIE GOODMAN GROUP ("MACQUARIE GOODMAN") NOTICE OF GENERAL MEETINGS ("NOM")

We enclose Macquarie Goodman's NOM and Proxy Form for a General Meeting to be held on Friday, 21 July 2006 at 10:00 am (Sydney time) at the Sofitel Wentworth, Level 1, Ballroom, 61-101 Phillip Street, Sydney, NSW.

Please do not hesitate to contact the undersigned if you have any queries regarding the above.

Yours faithfully

Carolyn Scobie Company Secretary

Macquarie Goodman Group Macquarie Goodman Management Limited ABN 69 000 123 071 Macquarie Goodman Funds Management Limited ABN 48 067 796 641; AFSL Number 223621

Level 10, 60 Castlereagh Street Sydney NSW 2000 GPO Box 4703 Sydney NSW 2001

Telephone (02) 9230 7400 Facsimile (02) 9230 7444 info@macquariegoodman.com.au www.macquariegoodman.com

Macquarte Gotoginan

21 June 2006

Dear Securityholder

MACQUARIE GOODMAN GROUP ("MACQUARIE GOODMAN") NOTICE OF GENERAL MEETINGS ("NOM")

It is my pleasure to invite you to a General Meeting ("Meeting") of Macquarie Goodman Management Limited and Macquarie Goodman Industrial Trust (together "Macquarie Goodman Group") to be held concurrently on Friday, 21 July 2006 at 10:00 am (Sydney time) at the Sofitel Wentworth, Level 1, Ballroom, 61-101 Phillip Street, Sydney, NSW. We have included a map indicating the location of the Sofitel Wentworth for your assistance.

The meeting will be held to propose the ratification of the recently announced institutional placement to fund the acquisition of Eurinpro and to consider the approval of the issue of 5,548,357 Stapled Securities to Goodman Holdings Pty Limited. Please refer to the enclosed NOM for further details.

The Meeting will be webcast and will be available on our website shortly after the Meeting. To access the webcast log onto www.macquariegoodman.com.

Securityholders may vote at the Meeting or by completing and returning the enclosed Proxy Form to Computershare Investor Services Pty Limited or Macquarie Goodman at the address or facsimile number specified in the NOM, by no later than 10:00 am (Sydney time) on Wednesday, 19 July 2006. A business reply envelope is enclosed for your convenience.

I look forward to your attendance at the Meeting.

Yours faithfully

2 Clarke

David Clarke CHAIRMAN

Level 10, 60 Castlereagh Street Sydney NSW 2000 GPO Box 4703 Sydney NSW 2001

Actor (Actor) Group (101218)

EMENTLIMITED k MAGORIS COOPANY TORES TANDEUS:

Notice of Goneral Medinos

A meeting of members of each of Macquarie Goodman Management Limited and Macquarie Goodman Industrial Trust (together Macquarie Goodman Group) will be held concurrently at:

Sofitel Wentworth Level 1, Ballroom 61-101 Phillip Street, Sydney, NSW

Friday, 21 July 2006 10:00 am (Sydney time)

Business

Defined Terms

In this Notice:

ASIC means Australian Securities & Investments Commission.

ASX means Australian Stock Exchange Limited or the market operated by it, as the context requires.

Chairman means the Chairman of MGM and the Chairman of MGFM.

Constitution means the constitution of MGM and/or MGI as appropriate.

Corporations Act means the Corporations Act 2001 (Cth).

Eurinpro means Eurinpro International SA.

Explanatory Memorandum means the explanatory memorandum that accompanies and forms part of this Notice of Meetings.

Goodman Holdings means Goodman Holdings Pty Limited (ACN 003 165 295).

Listing Rules means the Listing Rules of ASX.

Macquarie Goodman Group means MGM and MGI and their controlled entities.

MGFM means Macquarie Goodman Funds Management Limited (ABN 48 067 796 641; AFSL Number 223621), the responsible entity for MGI.

MGI means Macquarie Goodman Industrial Trust (ARSN 091 213 839).

MGM means Macquarie Goodman Management Limited (ABN 69 000 123 071).

Notice of Meetings and Notice mean this notice of general meetings and any notice of any adjournment of the meetings.

Placement means the issue of Stapled Securities to certain institutional and sophisticated investors at \$5.10 per Stapled Security completed on 31 May 2006, and the issue to the vendors of Eurinpro at \$5.10 per Stapled Security on 1 June 2006.

Proxy Form means a valid and completed proxy form by a Securityholder.

Securityholders means registered holders of Stapled Securities.

Stapled Securities means a share in MGM and a unit in MGI which are stapled together and traded as one security on ASX.

Proposed Resolutions RESOLUTION 1

Ratification of Placement

To consider and, if thought fit, pass the following resolution as an ordinary resolution of MGM and as a special resolution of MGI:

"That the issue of:

• (a) 33,483,220 Macquarie Goodman Group Stapled Securities to the vendors of Eurinpro to fund the acquisition of that corporation, issued at \$5.10 per Stapled Security on 1 June 2006; and
• (b) 63,079,094 Macquarie Goodman Group Stapled Securities to certain institutional and sophisticated investors at \$5.10 per Stapled Security completed on 31 May 2006,

each as described in the Explanatory Memorandum accompanying the Notice of Meetings convening this meeting, is hereby approved and ratified for all purposes."

Required majority

Voting on Resolution 1 is to be conducted by poll. This resolution would be passed for all purposes under the Listing Rules and the Corporations Act if at least 75% of the votes cast in person or by proxy by persons eligible to vote were voted in favour of the resolution and at least 25% of the Stapled Securities held by persons entitled to vote were voted on this resolution at the meeting. If more than 50% but less than 75% of votes cast are in favour, or if persons who vote together hold or represent less than 25% of Stapled Securities in respect of which votes are eligible to be cast, then Resolution 1 may be passed as an ordinary resolution of MGI as well as MGM, which would satisfy the requirements of the Listing Rules. Voting exclusions differ under the Listing Rules and the Corporations Act. Please refer to the Explanatory Memorandum for more information.

Voting exclusion statement

In relation to Resolution 1, in so far as it is an ordinary resolution of MGM and MGI for the purposes of Listing Rule 7.4, MGM and MGFM will disregard any vote cast by any person who participated in the Placement and any associate of those persons.

However, MGM and MGFM need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form; and
• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form to vote as the proxy decides.

In relation to Resolution 1 in so far as it is a special resolution of MGI for the purposes of the Corporations Act as modified by ASIC Class Order 05/26, MGFM will only count votes cast by a Securityholder who has not participated in the Placement, or votes in respect of Stapled Securities that are held by a Securityholder for the benefit of another person who did not obtain beneficial ownership of Stapled Securities through the Placement.

RESOLUTION 2

Approval for the issue of Stapled Securities to Goodman Holdings

To consider and, if thought fit, pass the following resolution as an ordinary resolution of MGM and as a special resolution of MGI:

"That the issue of 5,548,357 Macquarie Goodman Group Stapled Securities to Goodman Holdings Pty Limited at \$5.10 per Stapled Security is hereby approved for all purposes."

Required majority

Voting on Resolution 2 is to be conducted by poll. For this resolution to be passed, at least 75% of the votes cast in person or by proxy by persons eligible to vote must be in favour of the resolution and at least 25% of the Stapled Securities held by persons entitled to vote must be voted on this resolution at the meeting.

Voting exclusion statement

In relation to Resolution 2, MGM and MGFM will disregard any vote cast:

• (a) by Goodman Holdings, its associates and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of Stapled Securities, if the resolution is passed; and
• (b) in respect of Stapled Securities held for the benefit of Goodman Holdings.

However, MGM and MGFM need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form; or
• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a directions on the Proxy Form to vote as the proxy decides.

Voting

Voting entitlements

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001, the directors of MGM and MGFM have determined that the holding of each Securityholder for the purposes of ascertaining the voting entitlements for the Meetings will be as it appears in the register at 7:00 pm (Sydney time) on 19 July 2006.

Quorum requirements

The quorum for the meeting of both MGM and MGI is two members present in person or by proxy, attorney or representative. In addition, each of the Resolutions will not be passed for the purposes of the Corporations Act as modified by ASIC Class Order 05/26 unless at least 25% of the Stapled Securities held by persons entitled to vote for those purposes are voted on the relevant resolution at the meetings.

Manner of voting

Voting on the Resolutions will be by poll.

In respect of MGM, on a poll each member present in person has one vote for each fully paid share held by the member and each person present as proxy, attorney or representative of a member has one vote for each fully paid share held by the member that the person represents. In respect of MGI, on a poll each member present in person has one vote for each one dollar of the value of units held by the member and each person present as proxy, attorney or representative of a member has one vote for each one dollar of the value of the units held by the member that the person represents.

If a Stapled Security is held jointly and more than one member votes in respect of that Stapled Security, only the vote of the member whose name appears first in the register counts.

Individual Securityholders planning to attend the meetings should arrive at least 30 minutes prior to the time designated for the meetings so that we may check the value of your Securities against the register of Securityholders and note your attendance.

In order for corporations to vote at the meetings, a corporation that is a Securityholder may appoint a proxy as referred to below, or may appoint a person to act as its representative. The appointment must comply with sections 250D and 253B of the Corporations Act. The representative should bring to the meetings evidence of his or her appointment including any authority under which it is signed.

Proxies

A Securityholder is entitled to appoint a proxy to attend and vote on behalf of the Securityholder at the meetings. A proxy need not be a Securityholder of Macquarie Goodman Group.

Securityholders wishing to appoint the Chairman as their proxy should read carefully the instructions on the Proxy Form and mark the relevant box to ensure their votes are not disregarded.

A Securityholder entitled to cast two or more votes at the meeting may appoint two proxies and specify the proportion of votes each proxy is appointed to exercise. If the Securityholder appoints two proxies and does not specify the proportion of votes each proxy may exercise, then each proxy may exercise half of the votes.

A Proxy Form is attached to this Notice. To be valid:

• (a) Proxy Forms must be received at the office of Computershare Investor Services Pty Limited being the place designated by Macquarie Goodman Group for that purpose, or at the registered office of Macquarie Goodman Group, or at the facsimile number of Computershare Investor Services Pty Limited or Macquarie Goodman Group by no later than 10:00 am (Sydney time) on 19 July 2006; and
• (b) the authority under which any form appointing a proxy is signed, or a certified copy of that authority, must be received at the office or facsimile number of Computershare Investor Services Pty Limited or Macquarie Goodman Group by no later than 10:00 am (Sydney time) on 19 July 2006.

The office of Computershare Investor Services Pty Limited is at Level 5, 115 Grenfell Street, Adelaide, SA, 5000 and the facsimile number is $+61$ 8 8236 2305.

The registered office of Macquarie Goodman Group is at Level 10, 60 Castlereagh Street, Sydney, NSW, 2000 and the facsimile number is $+61292307444$ .

If you return your Proxy Form but do not nominate a representative, the Chairman will be your proxy and will vote on your behalf as you direct on the Proxy Form. If your nominated representative does not attend the meeting then your proxy will revert to the Chairman and he may vote as he thinks fit in relation to any motion or resolution other than those (if any) in respect of which an indication of the manner of voting is given on your Proxy Form.

The attached Explanatory Memorandum forms part of this Notice of Meetings.

For the reasons set out in the Explanatory Memorandum a number of holders of large parcels of Stapled Securities may not be able to vote on Resolution 1. Your vote is very important. We urge you to vote in favour of both Resolutions in person or by returning your Proxy Form.

By order of the Boards of MGM and MGFM.

Woly/cohe

Carolyn Scobie Company Secretary

21 June 2006

Explanatory Memorandum

Resolutions

Resolution 1: Ratification of Placement Background

On 1 June 2006, 33,483,220 Stapled Securities were issued at \$5.10 each to the vendors of Eurinpro, which was acquired by Macquarie Goodman Group on that date. Eurinpro is a leading developer of tailor-made logistics property assets, which has developed over \$1.4 billion of projects across Europe.

All of these 33,483,220 Stapled Securities are subject to escrow arrangements, that is, the holder cannot dispose of its interests in the specified Stapled Securities during the escrow period. For 29,465,234 of the Stapled Securities the escrow period is until 1 June 2007, and for 4,017,986 Stapled Securities the escrow period is until 1 June 2008.

On 31 May 2006, 63,079,094 Stapled Securities were issued at \$5.10 per Stapled Security to certain institutional and sophisticated investors. These investors included existing wholesale investors in Macquarie Goodman Group and other institutions. The basis on which the price for the Stapled Securities and the allottees were determined was through a bookbuild process conducted by the underwriters to the Placement, Macquarie Equity Capital Markets Limited and J.P. Morgan Australia Limited.

All of these 96,562,314 new Stapled Securities had the same terms as the existing Stapled Securities on issue. The funds raised on the issue of these Stapled Securities totalled approximately \$492.5 million and were used to facilitate the funding of the acquisition of Eurinpro.

Other funding for the acquisition of Eurinpro has been provided by existing working capital and short term debt, of which it is anticipated that a portion will be repaid following a capital raising from existing Securityholders in the form of a security purchase plan, which was announced to ASX on 25 May 2006. The security purchase plan will allow each Securityholder to subscribe for up to approximately \$5,000 worth of Stapled Securities, and will be open from 9 June 2006 to 3 July 2006.

Regulatory requirements

The Corporations Act (as modified by ASIC relief including ASIC Class Order 05/26) and the Listing Rules (in particular Listing Rule 7.1) effectively place a limit on the number of securities that a listed entity may issue during any 12 month period to 15% of existing equity securities, unless the issue is covered by an exception. Ratification of the issue referred to in the resolution under Listing Rule 7.4 and the Class Order is sought to refresh Macquarie Goodman Group's capacity to issue further Stapled Securities during the coming 12 months. This flexibility may be required to raise capital for any future acquisitions, retire debt or engage in other business activities.

If you are eligible to vote on Resolution 1, it is very important that you cast your vote in person or by proxy, as it is likely that only a relatively small number of Stapled Securities on issue are held by persons who will be eligible to vote on Resolution 1. This is because news of the acquisition of Eurinpro and the related capital raising by Macquarie Goodman Group has been well received by existing Securityholders and the market generally, and many existing institutional Securityholders have chosen to participate in the Placement. For those who did so, the participating holder and their associates are excluded from voting on Resolution 1 for Listing Rule purposes. For the purposes of the ASIC Class Order, persons who participated in the Placement and persons for whose benefit Stapled Securities were acquired in the Placement are not entitled to vote. These voting exclusion tests are different and they may be applied separately to the results of voting to determine if a particular Resolution has been passed for a particular purpose.

Other information about the manner of voting, and voting entitlements and exclusions, is set out above in the Notice of Meetings under Resolution 1.

Resolution 2: Approval for the issue of Stapled Securities to Goodman Holdings

Background

Approval is sought for the issue of 5,548,357 Stapled Securities to Goodman Holdings at \$5.10 each by 21 August 2006.

Goodman Holdings is a company in which two of the directors of MGM and MGFM, Mr Gregory Goodman and Mr Patrick Goodman, are Securityholders. Goodman Holdings wishes to maintain its proportionate interest in Macquarie Goodman Group and not have its interest diluted by the capital raising pursuant to the Placement described under Resolution 1 above. Goodman Holdings agreed at the time of the Placement to subscribe for 5,548,357 Stapled Securities at the same price as that determined under the bookbuild in connection with the Placement subject to the subscription being approved at a meeting of members of Macquarie Goodman Group.

Goodman Holdings could not acquire Stapled Securities at the time of the Placement without the approval of members pursuant to ASX Listing Rule 10.11.

The new Stapled Securities to be issued to Goodman Holdings will have the same terms as the existing Stapled Securities on issue. However, as they will be issued at a later time than those issued under the Placement they will not carry an entitlement to the distribution for the period to 30 June 2006.

Regulatory requirements

These Stapled Securities have not yet been issued to Goodman Holdings because approval is required under Listing Rule 10.11 before that can occur.

Under Listing Rule 10.11, an entity must not issue or agree to issue securities to a related party (or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval should be obtained) without the approval of holders of ordinary securities.

Goodman Holdings is a "related party" for the purposes of Listing Rule 10.11 and therefore an approval of the issue under Listing Rule 10.11 is required.

Exception 14 in Listing Rule 7.2 provides that, if approval is given under Listing Rule 10.11 for such an issue, approval is not required under Listing Rule 7.1.

Under the Listing Rules, if Resolution 2 is passed the effect will be to permit the issue of the Stapled Securities to Goodman Holdings and exclude those securities from the 15% annual limit set under Listing Rule 7.1.

The Corporations Act (as modified by ASIC relief including ASIC Class Order 05/26) also effectively places a 15% annual limit on the number of securities that a registered managed investment scheme (such as MGI) may issue, unless the issue is approved by members. Approval of the issue referred to in Resolution 2 is sought to ensure that the Stapled Securities the subject of the issue are not counted towards the 15% limit, so that Macquarie Goodman Group's ability to issue further Stapled Securities during the coming 12 months is not restricted. This flexibility may be required to raise capital for any future acquisitions, to retire debt or engage in other business activities.

Information about the manner of voting, and voting entitlements and exclusions, is set out above in the Notice of Meetings under Resolution 2.

Note:

This Notice of Meetings and Explanatory Memorandum should not be taken to be financial product advice, or an offer, invitation or recommendation to invest. Investors should seek their own professional advice on the matters addressed. In particular, this Notice of Meetings and Explanatory Memorandum does not take into account the investment objectives, financial situation or particular needs of any person. You should consider the appropriateness of any investment, taking into account your investment objectives, financial situation and particular needs before making any investment decision.

This Notice is issued by MGM and MGFM.

Contact details

Computershare Investor Services Pty Limited

Level 5, 115 Grenfell Street Adelaide SA 5000 Telephone: 1300 723 040 (within Australia) +61 3 9415 4000 (outside Australia) +61 8 8236 2305 Facsimile:

Macquarie Goodman Group

Level 10, 60 Castlereagh Street Sydney NSW 2000 Facsimile: +61 2 9230 7444

Macquarie Goodman

NOTICE OF GENERAL MEETINGS AND EXPLANATORY MEMORANDUM www.macquarlegoodman.com

Macquarie Goodman

Macquarie Goodman Group

Macquarie Goodman Management Limited ABN 69 000 123 071 Macquarie Goodman Funds Management Limited ABN 48 067 796 641; AFSL Number 223621

As Responsible Entity for Macquarie Goodman Industrial Trust ARSN 091 213 839

Mark this box with an 'X' if you have made any changes to your address details (see reverse)

Proxy Form

All correspondence to:

Computershare Investor Services Pty Limited GPO Box 1903 Adelaide South Australia 5001 Australia Enquiries (within Australia) 1300 723 040 (outside Australia) +61 3 9415 4000 Facsimile +61 8 8236 2305 www.computershare.com

Appointment of Proxy
-----------------------------	--

-I/We being a member/s of Macquarie Goodman Group ("MGQ") and entitled to attend and vote hereby appoint	.
	If you are not appointing the Chairman of the Meetings
the Chairman	as your proxy please write here the full name of the
of the Meetinas	individual or body corporate (excluding the registered
$(max$ with an $X$	Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meetings, as my/our proxy to act generally at the meetings on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meetings of Macquarie Goodman Management
Limited and Macquarie Goodman Industrial T adjournment of that meeting.

₫.

$\overline{2}$

IMPORTANT: FOR ITEM 1 BELOW

Issue of Stapled Securities to Goodman Holdings Pty Limited

If the Chairman of the Meetings is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on item 1 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meetings may exercise your proxy even if he has an interest in the .
outcome of that item and that votes cast by him, other than as a proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meetings will not cast your votes on item 1 and your votes will not be counted in computing the required majority if a poll is called on this item. The Chairman

Voting directions to your proxy - please mark

Ratification of Placement

to indicate your directions

For	Against	Abstain*
	55550	anan sa

In addition to the intention advised above, the Chairman of the Meetings intends to vote undirected proxies in favour of each of the other items of business. * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be

counted in computing the required majority on a poll.

Appointing a second Proxy
We wish to appoint a second proxy	Securíties Percentage
Mark with an 'X' if you	State the percentage of your voting rights or the
wish to appoint a second proxy.	AND number of securities for this Proxy Form.
PLEASE SIGN HERE	This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1

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Securityholder 2
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Director

Securityholder 3
		1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 Director/Company Secretary

Individual/Sole Director and Sole Company Secretary

In addition to signing the Proxy Form in the above box(es) please provide the information below in case we need to contact you.

Contact Name Date Contact Daytime Telephone M G Q 8 P R 013522 - V5 013522_2_1_LTR/000001/000002/i

Your Address

This is your address as it appears on MGQ's securities register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an ("X")) should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

$\overline{2}$ Appointment of a Proxy

If you wish to appoint the Chairman of the Meetings as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meetings please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meetings will be your proxy. A proxy need not be a Securityholder of MGQ. Do not write the name of the issuer company or the registered Securityholder in the space.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4

5.

1

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meetings and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning MGQ's securities registrar or you may copy this form.

• To appoint a second proxy you must:
• indicate that you wish to appoint a second proxy by marking the box; $(a)$
• on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities $(b)$ applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
• $(c)$ return both forms together in the same envelope.

Signing Instructions

You must sign this form as follows in the spaces provided;

Individual:	Where the holding is in one name, the holder must sign.
Joint Holding:	Where the holding is in more than one name, all of the Securityholders should sign.
Power of Attorney:	To sign under Power of Attorney, you must have already lodged this document with the registrar. If you have not
	previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. .
Companies:	Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company
	Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate" Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's securities registrar or at www.computershare.com.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 10:00 am on 21 July 2006. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or:

IN PERSON	Registered Office - Level 10, 60 Castlereagh Street, Sydney, NSW 2000 Australia
	Securities Registrar - Computershare Investor Services Pty Limited, Level 5, 115 Grenfell Street, Adelaide SA 5000 Australia
BY MAIL	Registered Office - GPO Box 4703, Sydney NSW 2001 Australia
	Securities Registrar - Computershare Investor Services Pty Limited, GPO Box 1326, Adelaide SA 5001 Australia
BY FAX	$+61$ 8 8236 2305