GOODMAN GROUP — Proxy Solicitation & Information Statement 2007

May 24, 2007

25 May 2007

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

Dear Sir

MACQUARIE GOODMAN GROUP

We confirm that the enclosed Notice of Meeting for a General Meeting of Macquarie Goodman Management Limited was dispatched to Securityholders today. The General Meeting will be held on Wednesday, 27 June 2007 at 2:30 pm (Sydney time) at The Westin, Heritage Ballroom, No. 1 Martin Place, Sydney, NSW.

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

Yours faithfully

Cal Greegs

Carl Bicego Company Secretary

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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

(02) 9230 7460 Telephone Facsimile (02) 9230 7444 info@macquariegoodman.com.au www.macquariegoodman.com

25 May 2007

Dear Securityholder

MACQUARIE GOODMAN GROUP ("MGQ") - NOTICE OF MEETING

I am pleased to invite you to a General Meeting of Macquarie Goodman Management Limited on Wednesday, 27 June 2007 at 2:30 pm (Sydney time).

The purpose of the meeting is to consider and, if thought fit, pass a special resolution on the change of name of Macquarie Goodman Management Limited to Goodman International Limited.

Following the sale by Macquarie Bank Limited of its MGQ securityholding in August 2006, MGQ confirmed that it would launch a rebranding project to determine a new name and brand identity for the business. After a series of acquisitions by MGQ, the strategy is to now rebrand all group companies under one name to present a clear and consistent global image. The enclosed Notice of Meeting provides details on the scope of the rebranding project.

The meeting will be held at The Westin, Heritage Ballroom, No. 1 Martin Place, Sydney, NSW. A map is included in the enclosed Notice of Meeting specifying the location of The Westin.

You may vote at the General Meeting in person or by completing and returning the enclosed Proxy Form to Computershare Investor Services Pty Limited or MGQ at the relevant address or facsimile number specified in the Proxy Form, by no later than 2:30 pm (Sydney time) on 25 June 2007. A business reply envelope is enclosed for your convenience.

Your Board believes the proposed resolution is in the best interests of MGQ and its Securityholders and unanimously recommends that Securityholders vote in favour of the change of name from Macquarie Goodman Management Limited to Goodman International Limited.

I hope that you are able to join us at the General Meeting on 27 June 2007.

Yours faithfully

David Clarke CHAIRMAN

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

1300 723 040 Telephone +61 2 9230 7444 Facsimile info@macquariegoodman.com.au www.macquariegoodman.com

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Description

The business of the meeting will be to consider and, if thought fit, pass a special resolution to change the name of MGM. The resolution is detailed in the Proposed Resolution section below. For this resolution to be passed, more than 75% of the votes cast by Securityholders must be in favour of the resolution.

Defined Terms

In the following Resolution and this Notice:

ASX means ASX Limited.

Board means the board of directors of Macquarie Goodman Group.

Corporations Act means the Corporations Act 2001 (Cth).

Explanatory Memorandum means the explanatory memorandum that accompanies this Notice of Meeting.

Listing Rules means the Listing Rules of ASX.

Notice of Meeting or Notice means this notice of meeting and any notice of any adjournment of the meeting.

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

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

MGF means Macquarie Goodman Funds Management Limited (ABN 48 067 796 641; AFSL Number 223621).

Macquarie Goodman Group or MGQ means MGM and MGI (and where the context requires, MGF as responsible entity for MGI) and their controlled entities.

Security means a share in MGM stapled to a unit in MGI. Securityholders means registered holders of Securities.

Proposed Resolution

Resolution 1: Change of name

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

"That the name of Macquarie Goodman Management Limited is $\mathbf{t}$ . changed to Goodman International Limited to take effect when the Australian Securities & Investments Commission afters the details of the registration in accordance with the Corporations Act."

Voting Entitlements

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001, the directors of MGM have determined that the holding of each Securityholder for the purposes of ascertaining the voting entitlements for the meeting will be as it appears in the register at 7:00 pm on Monday, 25 June 2007.

Voting and Proxies

Securityholders can vote in either of two ways:

• by attending the meeting and voting either in person or by $(a)$ attorney or, in the case of corporate Securityholders, by corporate representative; or
• (b) by appointing a proxy to attend and vote on their behalf.

A proxy need not be a Securityholder of Macquarie Goodman Group.

Securityholders wishing to appoint the Chairman of the meeting 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 or number of votes each proxy is appointed to exercise. If the Securityholder appoints two proxies and does not specify the proportion or number of votes each proxy may exercise, then each proxy may exercise half of the votes.

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

• 1. Proxy Forms must be received at the office of Computershare Investor Services Pty Limited or at the registered office of Macquarie Goodman Group being the place designated by Macquarie Goodman Group for that purpose or at the facsimile number of Computershare Investor Services Pty Limited or Macquarie Goodman Group by no later than 2:30 pm (Sydney) time) on 25 June 2007.
• 1. 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 2:30 pm (Sydney time) on 25 June 2007.

The office of Computershare Investor Services Pty Limited is 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 Level 10, 60 Castlereagh Street, Sydney, NSW, 2000 and the facsimile number is +61 2 9230 7444.

If you return your Proxy Form but do not nominate a representative. the Chair of the meeting 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 Chair of the meeting 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.

In order to vote in person at the meeting, a corporation which is a Securityholder may appoint an individual to act as its representative. The appointment must comply with the requirements of sections 250D and 253B of the Corporations Act. The representative should bring to the meeting evidence of their appointment, including any authority under which it is signed.

By order of the Board of Macquarie Goodman Management Limited.

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Carl Bicego Company Secretary

25 May 2007

Proposed Resolution

Resolution 1: Change of name

Following the sale by Macquarie Bank Limited ("MBL") of its MGQ securityholding in August 2006, MGQ confirmed that it would launch a rebranding project to determine a new name and brand identity for the business. After a series of acquisitions by MGQ, the strategy is now to rebrand all group companies under one name to present a clear and consistent global image.

The scope of the rebranding project included undertaking objective and independent analysis to ensure that the implications of a name and brand change were fully identified and considered. This process commenced in late 2006 and involved conducting in-depth research covering internal and external stakeholder groups around the world. The purpose of the stakeholder research was to:

• -> profile the culture and employment experience of employees of companies within MGQ including staff impressions, perceptions and experiences:
• -> understand how the brands within MGQ are positioned. presented and regarded relative to the market and competitor set;
• -> gather views around rebranding including priorities, risks and suggestions: and
• -> compare and contrast the companies within MGQ to understand what is shared and unique.

In conjunction with this research, two branding agencies were also contracted to explore a range of possible naming and branding concepts that would be most appropriate to represent the culture and vision of MGQ. A rebranding steering committee, which included members of the Board, assessed the final proposals and unanimously supported the final recommendation.

Results of the research showed an overwhelming preference for a name that was "Goodman" derived to enable the strong brand awareness and equity that has been built up over many years to be maintained.

The proposal is to change the name of Macquarie Goodman Management Limited to Goodman International Limited, trading as Goodman.

Subject to Securityholder approval of the company name change, MGF as the responsible entity for MGL intends to change the name of Macquarie Goodman Industrial Trust to Goodman Industrial Trust.

As a result of these changes, it is proposed that Macquarie Goodman Group will be known as Goodman Group on the ASX and the ticker code will change from MGQ to GMG.

Recommendation:

The Board unanimously recommends that Securityholders vote in favour of the special resolution to change the name of Macquarie Goodman Management Limited to Goodman International Limited.

MACQUARIE GOODMAN GROUP NOTICE OF MEETING 2007 www.macquariegoodman.com

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 Ptv Limited GPO Box 1903 Adelaide SA 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 and entitled to attend and vote hereby appoint

the Chairman of the Meeting OR (mark with an 'X')

If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered 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 Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fill at the General Meeting of Macquarie Goodman Management Limited
to be held at The Westin, Heritage

Voting directions to your proxy - please mark

to indicate your directions

$\mathbf{1}$ Change of name to Goodman International Limited

The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 1.
* If you mark the Abstain box, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote the required majority on a poll.

Appointing a second Proxy

We wish to appoint a second proxy

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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 3

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

M G Q

Contact Daytime Telephone

voting rights or the

016677 - VS

Date

1 Your Address

This is your address as it appears on the company'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 your 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 Meeting as your proxy, please mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting, 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 Meeting will be your proxy. A proxy need not be a Securityholder of the company. Do not write the name of the issuer company or the registered Securityholder in the space.

$\overline{3}$ Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite the 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, your proxy may vote as he or she chooses. If you mark more than one box your vote will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's Security 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. ${a}$
• $(b)$ on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities 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.
• $(c)$ return both forms together in the same envelope.

5 Signing Instructions

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

Individual:	where the holding is in one name, the Securityholder 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 registry. 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 registry or at www.computershare.com.

6 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 2:30 pm (Sydney time) on 27 June 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be induced using the business reply envelope or

	RAAMIIIAIIM IIIX) AA MAXAA KANIIX IIIA RKAINAAA LAHII AILLANAAA ALI
IN PERSON	Registered Office - Macquarie Goodman Group, Level 10, 60 Castlereagh Street, Sydney NSW 2000 Australia
	Security Registrar - Computershare Investor Services Pty Limited, Level 5, 115 Grenfell Street, Adelaide SA 5000 Australia
BY MAIL	Company Office - Macquarie Goodman Group, GPO Box 4703, Sydney NSW 2001 Australia
	Security Registrar - Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Vic 3001 Australia
BY FAX	$+61882362305$