GOODMAN GROUP — Proxy Solicitation & Information Statement 2009

Aug 24, 2009

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25 August 2009

The Manager Company Notices Section ASX Limited 20 Bridge Street SYDNEY NSW 2000

Dear Sir

GOODMAN GROUP (GOODMAN) – NOTICE OF MEETINGS

Please find attached a Notice for Extraordinary General Meetings of Goodman Group to be held on Thursday, 24 September 2009 at 9:30am (Sydney time) at The Sheraton on the Park, Grand Ballroom, 161 Elizabeth Street, Sydney, NSW.

Please contact the undersigned if you have any queries regarding the above.

Yours sincerely

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Carl Bicego

Company Secretary

Level 10, 60 Castlereagh Street Sydney NSW 2000 | GPO Box 4703, Sydney NSW 2001 Australia Tel +61 2 9230 7400 | Fax +61 2 9230 7444 | info-au@goodman.com | www.goodman.com Goodman Limited ABN 69 000 123 071 Goodman Funds Management Limited ABN 48 067 796 641 AFSL Number 223621 as responsible entity for Goodman Industrial Trust ARSN 091 213 839

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+ of meetings

Martin Place Station

King Street

St James Station

City Centre Sheraton on the Park

P

P

St Mary’s Cathedral

+ Notice of meetings

Defined Terms

Business

Description

To consider and, if thought fit, pass, with or without modification, the resolutions described in the Proposed Resolutions section below.

In the following resolutions, this Notice and the Explanatory Memorandum:

ASIC means Australian Securities & Investments Commission.

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

August 2009 Placement means the issue of 416,947,757 Stapled Securities to certain institutional investors at A$0.40 per Stapled Security expected to be completed on 26 August 2009.

August 2009 Entitlement Offer means the one for one non-renounceable pro-rata entitlement offer announced to ASX on 6 August 2009.

Board means the boards of the Directors.

CIC means China Investment Corporation, a corporation registered in Beijing, including its wholly owned subsidiary Leader Investment Corporation, a corporation registered in Beijing.

Company means Goodman Limited (ABN 69 000 123 071).

Conditional Option has the meaning set out in the Explanatory Memorandum for Resolution 1.

Constitution means the constitutions of the Company and/ or the Trust as appropriate.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of Goodman.

EPS means Earnings per Stapled Security.

Exchangeable Hybrid Securities means perpetual, unsecured, subordinated securities exchangeable into ordinary Stapled Securities.

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

FIRB means the Foreign Investment Review Board.

GFM means Goodman Funds Management Limited (ABN 48 067 796 641).

Goodman or Group means the Company and the Trust (and where the context requires, GFM as responsible entity for the Trust) and, where the context requires, their controlled entities.

Listing Rules mean the listing rules of ASX.

Macquarie means Macquarie Bank Limited (ABN 46 008 583 542).

MSSits means Macquarie Special Situations Master Fund Limited (company reference number 41016), a company incorporated in Bermuda.

NTA means Net Tangible Assets per Stapled Security.

1 Notice of meetings

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

November 2008 Placement means the issue of

255,000,000 Stapled Securities to certain institutional investors at A$0.90 per Stapled Security completed on 11 November 2008.

Option means an option to subscribe for one Stapled Security.

Option Deeds means the Option Deed dated 18 May 2009 (as amended on 15 June 2009) and 15 June 2009 between the Company, GFM, Macquarie, MSSits and CIC in respect of the grant of Options.

Optionholder means Macquarie, MSSits or CIC.

Securityholder means a registered holder of Stapled Securities.

Stapled Security means a share in the Company stapled to a unit in the Trust.

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

Unconditional Option has the meaning set out in the Explanatory Memorandum for Resolution 1.

Proposed Resolutions

Resolution 1: Issue of Options to Macquarie, MSSits and CIC

To consider and, if thought fit, pass the following ordinary resolution of both the Company and the Trust:

“That approval is given for all purposes under the Corporations Act and the Listing Rules for the issue to Macquarie, MSSits and CIC of the following Options in aggregate:

• (a) 294,000,000 Options at an exercise price of A$0.30 (as adjusted to A$0.2464 following completion of the August 2009 Entitlement Offer); and

• (b) 255,300,000 Options at an exercise price of A$0.40 (as adjusted to A$0.3464 following completion of the August 2009 Entitlement Offer),

each of which on such terms as described in the Explanatory Memorandum.”

Voting Exclusion Statement

In accordance with the Listing Rules, Goodman will disregard any votes cast on Resolution 1 by Macquarie, MSSits, CIC, 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 any associates of those persons. However, a vote need not be disregarded only because:

• (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 meetings as proxy for a person who is entitled to vote in accordance with the directions on the Proxy From to vote as the proxy decides.

Resolution 2: Issue of Exchangeable Hybrid Securities to CIC

To consider and, if thought fit, pass the following ordinary resolution of both the Company and the Trust:

“That approval is given for all purposes under the Corporations Act and the Listing Rules for the issue to CIC of 5,000 Exchangeable Hybrid Securities on such terms as described in the Explanatory Memorandum.”

Voting Exclusion Statement

In accordance with the Listing Rules, Goodman will disregard any votes cast on Resolution 2 by CIC or 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 any associates of those persons. However, a vote need not be disregarded only because:

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Notice of meetings+

• (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 meetings as proxy for a person who is entitled to vote in accordance with the directions on the Proxy From to vote as the proxy decides.

Notes

Required Majority

Resolutions 1 – 2 will be passed as ordinary resolutions of the Company and the Trust for all purposes under the Listing Rules and the Corporations Act if they are approved by the majority of those Securityholders present and voting (including by proxy) at the meeting.

Each resolution is to be considered separately, and the approval or otherwise of a resolution will not be conditional on the outcome of another.

Voting Entitlements

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001, the Directors 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 22 September 2009.

Voting and Proxies

In light of the large number of proxy votes which are usually received from Securityholders, it is intended that voting at these meetings will generally be conducted by poll rather than on a show of hands.

Securityholders can vote in either of two ways:

• (a) by attending the meetings and voting either in person or by 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 Form is attached to this Notice of Meetings. To be valid:

1. Proxy Forms must be received at the office of Computershare Investor Services Pty Limited or at the registered office of Goodman being the places designated by Goodman for that purpose or at the facsimile number of Computershare Investor Services Pty Limited or Goodman by no later than 9:30 am (Sydney time) on 22 September 2009.

2. 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 Goodman by no later than 9:30 am (Sydney time) on 22 September 2009.

The office of Computershare Investor Services Pty Limited is Level 5, 115 Grenfell Street, Adelaide, SA, 5000 and the facsimile number is 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia). A reply paid envelope is enclosed.

The registered office of Goodman 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 Chairman of the meetings 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 meetings then your proxy will revert to the Chairman of the meetings 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 meetings, 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 meetings evidence of their appointment, including any authority under which it is signed.

By order of the Boards of Goodman.

A proxy need not be a Securityholder.

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

A Securityholder entitled to cast two or more votes at the meetings 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.

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Carl Bicego Company Secretary 25 August 2009

3 Notice of meetings

+ Explanatory Memorandum

Overview

On 6 August 2009, Goodman announced a comprehensive capital management plan across the Group and managed funds, which included the following initiatives:

• (a) the extension of A$4.1 billion of debt facilities across the Group and its managed funds;

• (b) A$2.0 billion of improved covenant positions on existing fund debt facilities where no extensions were sought;

• (c) A$1.5 billion of completed asset sales in the last 12 months;

• (d) A$0.2 billion China joint venture with Canada Pension Plan Investment Board;

• (e) A$1.3 billion fully underwritten 1 for 1 non renounceable entitlement offer and placement; and

• (f) A$0.5 billion issue of Exchangeable Hybrid Securities to CIC.

This capital management plan followed Goodman’s earlier announcement on 19 May 2009 that it had entered into a A$300 million finance facility (the Facility) with Macquarie and MSSits which provided Goodman with sufficient liquidity to repay all 2009 debt expiries. The Facility was subsequently upsized on 16 June 2009 via the introduction of CIC. The participation of CIC in the Facility provided additional liquidity to the Group and was an important first step in forming a longer term relationship with CIC as was subsequently announced on 6 August 2009.

The Facility provided Goodman with nine months to negotiate debt extensions and covenant amendments across the Group and its managed Fund’s debt facilities ahead of the equity recapitalisation of the Group that was announced on 6 August 2009. In particular, the capital management initiatives (including the A$500m Exchangeable Hybrid Securities that Securityholders are being asked to vote on at this meeting) result in:

• (a) reduction of Group debt to a more sustainable level;

• (b) pro forma gearing reduced to 26.7%;

• (c) weighted average term to facility expiry increased to 4.2 years and 3.2 years for the Group and managed funds respectively; and

• (d) no unfunded Group debt expiries until May 2012.

The resolutions discussed below for consideration at the Extraordinary General Meetings are to approve the Conditional Options to be issued in connection with the Facility and to approve the Exchangeable Hybrid Securities.

Proposed Resolutions

Resolution 1: Issue of Conditional Options to Macquarie, MSSits and CIC

Background

As set out above, Goodman announced to the ASX on 19 May 2009 that it had entered into the Facility. The key terms of the Facility are as follows:

• (a) 9 month term expiring on 18 February 2010, extendable for a further 15 months; and

• (b) secured facility with covenants comparable to those applying to Goodman’s other bank facilities.

On 16 June 2009, Goodman announced to the ASX that it was forming a partnership with CIC under which CIC would commit to the Facility on the same terms as the existing lenders. To facilitate CIC’s participation, Macquarie and MSSits agreed to sell down A$15 million of their exposure which, combined with CIC’s commitment of A$200 million, increased the final amount available under the Facility to A$485 million.

In conjunction with the Facility, Goodman agreed to grant Options over 669,300,000 Stapled Securities to Macquarie, MSSits and CIC (the Optionholders), the lenders under this Facility (subject to Securityholder approval as sought under this Resolution 1).

It is intended that the proceeds from the exercise of the Options by an Optionholder will be used for the repayment of debt or for working capital.

These Options are to be issued in two tranches. The first tranche was issued within Goodman’s equity security placement capacity to Macquarie and MSSits on 18 May 2009 as follows:

• (a) 51,000,000 Options were granted to Macquarie at an exercise price of A$0.30; and

• (b) 69,000,000 Options were granted to MSSits at an exercise price of A$0.30,

(together, the Unconditional Options).

The issue of the second tranche of Options is conditional upon Securityholder approval under this Resolution 1 in accordance with Listing Rule 7.1. This is because following the November 2008 Placement and the issue of the Unconditional Options, Goodman’s equity security placement capacity was fully utilised.

The second tranche of Options has a number of components. If the issue of the second tranche of Options is approved by the requisite majorities, Goodman will issue:

• (a) 294,000,000 Options at an exercise price of A$0.30; and

• (b) 255,300,000 Options at an exercise price of A$0.40,

• (together, the Conditional Options).

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Explanatory Memorandum+

Under the Option Deeds, there is a pro rata allocation of the Options amongst the lenders so that following Securityholder approval and the issue of Conditional Options, the final holding of Options will be as set out below.

	Number of A$0.30 Options	Number of A$0.40 Options
Macquarie	202,731,959	125,018,041
MSSits	40,546,392	25,003,608
CIC	170,721,649	105,278,351

The exercise price of the Options was determined having regard to the market price of Stapled Securities at the time of issuance. A number of alternative capital management initiatives were considered at the time Goodman entered into the Facility (which included the issuance of the Options). It was decided that the best course of action was to enter into the Facility to refinance maturing debt obligations and provide time for the Group to put in place a more cost effective and comprehensive capital management solution. The comprehensive capital management plan was announced on 6 August 2009.

If this Resolution 1 is approved by the requisite majorities, the Conditional Options will be issued to the relevant Optionholder within 5 business days.

Terms of the Options

Exercise price

The original exercise price for the Unconditional Options is A$0.30.

However, following the successful completion of the August 2009 Entitlement Offer, this exercise price will be adjusted to A$0.2464 in accordance with Listing Rule 6.22. Further adjustments to this exercise price may occur in certain circumstances (for example, if Goodman undertakes a further pro-rata entitlement offer or undertakes a bonus issue).

The exercise price of the Conditional Options is:

• (a) A$0.30 for 294,000,000 of the Options; and

• (b) A$0.40 for 255,300,000 of the Options.

However, following the successful completion of the August 2009 Entitlement Offer, the exercise price for these Options will be adjusted in accordance with the Listing Rule 6.22 on their date of issue to A$0.2464 (for the Options with an original exercise price of A$0.30) and A$0.3464 (for the Options with an original exercise price of A$0.40). Further adjustments to this exercise price may occur in certain circumstances (for example, if Goodman undertakes a further pro-rata entitlement offer or undertakes a bonus issue).

Exercise of the Options

An Optionholder may only exercise any or all of its Unconditional Options by giving one or more notices to Goodman on or before 22 May 2011. Upon exercise of an Unconditional Option, an Optionholder may direct Goodman to issue the Stapled Securities to a nominee or itself.

If the Options are exercised, Goodman will receive cash proceeds in an amount equal to the exercise price multiplied by the number of Options exercised. If all Options were exercised, Goodman would receive A$190.5 million. The primary effects upon the pro-forma 30 June 2009 financial position and forecast financial performance for the year ended 30 June 2010 would be:

1. To reduce gearing by 2.3% to 24.4%

2. Increase cash available by A$190.5 million

3. Increase Net Tangible Assets by A$190.5 million but reduce NTA per security by 3 cents

4. Increase “Operating Income” by approximately A$8 million per annum but reduce EPS by 0.50 cents

Restrictions on transfer of the Options

Macquarie may transfer its Options to CIC, MSSits or any sub-participant under the Facility, or to any other person with the consent of Goodman.

MSSits and CIC may transfer their Options to any person.

Before MSSits or Macquarie propose to sell or transfer their Options, or any Stapled Securities issued on the exercise of their Options, they must first offer to sell or transfer the Options or Stapled Securities to CIC.

Rights of Stapled Securities issued upon exercise

Upon completion of the exercise of an Option by an Optionholder, the relevant Stapled Securities will be fully paid, equal ranking with existing issued Stapled Securities and will be immediately and freely tradeable.

The Options do not confer on an Optionholder the right to participate in new issues of Stapled Securities by Goodman.

FIRB approval of issue of Options to CIC

The issue of Options to CIC is conditional upon CIC obtaining the necessary FIRB approval. CIC has advised Goodman that it has obtained FIRB approval for the grant of Options to CIC.

Consequences if the issue of Conditional Options is not approved

If Resolution 1 is not approved by the requisite majority, Goodman has agreed that the Optionholders will be treated as if they had been issued with as many Conditional Options as would have otherwise occurred if Resolution 1 had been approved.

5 Notice of meetings

As a result, Goodman’s capital and liquidity position may be adversely affected in the event that the market price of the Group’s Stapled Securities is above the exercise price. Rather than receiving the proceeds of the exercise price for the Conditional Options, Goodman may be required to provide a cash settlement (calculated in accordance with the formula below) to Macquarie, MSSits and CIC equal to the net amount that they would have received if they had been able to exercise the Options and sell the Stapled Securities issued at that time.

Amount = CO x Y

By way of example, if Securityholders do not approve Resolution 1, based on the closing price of A$0.555 as at 19 August 2009, the cash outflow from Goodman to the Optionholders would be approximately A$144 million.

If Securityholders do not approve Resolution 1, Macquarie has agreed to transfer 21,030,928 Unconditional Options to CIC and MSSits has agreed to transfer 28,453,608 Unconditional Options to CIC.

Recommendation

The Board unanimously recommends that Securityholders vote in favour of Resolution 1.

where:

CO means the number of Conditional Options stipulated in the relevant Optionholder’s written election, subject to that number not exceeding:

• (a) in the case of Macquarie:

• (i) 172,762,887 Options with an exercise price of A$0.30 (as adjusted); and

• (ii) 125,018,041 Options with an exercise price of A$0.40 (as adjusted);

• (b) in the case of MSSits,

• (i) 25,003,608 Options with an exercise price of A$0.40 (as adjusted); and

• (c) in the case of CIC:

• (i) 121,237,113 Options with an exercise price of A$0.30 (as adjusted); and

• (ii) 105,278,351 Options with an exercise price of A$0.40 (as adjusted),

but in each case as reduced by the number of Conditional Options stipulated in previous written elections given by the relevant Optionholder;

Y means either:

• (i) where the Conditional Option’s exercise price is greater than or equal to Z, zero (0); or

• (ii) where the Conditional Option’s exercise price is less than Z, Z minus that Conditional Option’s exercise price;

Z means the VWAP for the 10 trading day period up to and including the date of the relevant Optionholder’s relevant written election.

VWAP means the average of the daily volume weighted average sales prices (rounded to the nearest half cent) of the Stapled Securities sold on ASX during the relevant period or on the relevant days but does not include any ‘crossing’ transacted outside the ‘open session state’ or any ‘special crossing’ transacted at any time, each as defined in the ASX Market Rules, or any overseas trades.

Resolution 2: Issue of Exchangeable Hybrid Securities to CIC

Background

On 6 August 2009, Goodman announced that it had entered into a new strategic relationship with CIC whereby CIC would make a significant investment of A$500 million in Goodman by participating in a hybrid security issue.

CIC is attracted to Goodman’s leading logistics platform in the Asia Pacific and Europe regions. The combination of CIC’s capital with Goodman’s management expertise provides both companies with new opportunities to explore and participate in the global logistics market. CIC and Goodman have agreed to work together to explore a range of opportunities (subject to review and approval of CIC’s Investment Committee) including:

• • Participation in new acquisitions;
• • Acquisition by CIC of assets currently held on Goodman’s balance sheet;
• • Participation in significant private and public market transactions in regions across the Goodman platform; and
• • Working with Goodman to grow its business globally, particularly in China.

The Exchangeable Hybrid Securities are perpetual, unsecured, subordinated securities exchangeable into Stapled Securities. Goodman and CIC have agreed that CIC will subscribe for 5,000 Exchangeable Hybrid Securities with a face value of A$100,000 each.

The issue of the Exchangeable Hybrid Securities is subject to a number of conditions precedent, including:

• (a) Securityholder approval in accordance with this Resolution 2;

• (b) CIC obtaining FIRB approval for its acquisition of the Exchangeable Hybrid Securities;

• (c) final documentation of the extension of Goodman’s existing finance facilities that was announced to ASX on 6 August 2009; and

• (d) no material adverse changes to Goodman.

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Explanatory Memorandum+

The Exchangeable Hybrid Securities will be issued to CIC 10 business days after the satisfaction of each of the conditions precedent.

A summary of the key terms of the Exchangeable Hybrid Securities was released to the ASX on 6 August 2009 and is set out below:

Summary Terms And Conditions

Issuer	Goodman Funds Management Limited (ACN 067 796 641) in its capacity as trustee of a special purpose sub-trust (“Issuer”) of Goodman Industrial Trust
Holder	A wholly-owned subsidiary of China Investment Corporation (“CIC”)
Description of securities	Perpetual, unsecured, subordinated securities (“Hybrid”) exchangeable into ordinary stapled securities of Goodman Group (“Stapled Securities”)
Issue size and initial Exchange Price	A$500 million split into three tranches: – Tranche 1: A$225 million at A$0.43 (exchangeable into 523,255,813 Stapled Securities)1 – Tranche 2: A$150 million at A$0.44 (exchangeable into 340,909,090 Stapled Securities) – Tranche 3: A$125 million at A$0.45 (exchangeable into 277,777,777 Stapled Securities) Exchange Price subject to anti-dilution adjustments for future events
Transferability	The Hybrids are not transferable until each Exchange Date after which time the applicable Hybrids will be fully transferable. Exchange Dates are as set out under “Holder exchange rights” below
Ranking	The Hybrids shall at all times rank pari passu and without any preference or priority among themselves and among Goodman PLUS, and subordinate to all other debts of the Issuer, but ranking in priority to all Stapled Securities and all ordinary units in the sub-trust, both for distributions and on a winding up
Voting rights	Usual voting rights for preference securities
Allotment date	Expected to be between 30 September 2009 and 16 October 2009, subject to Securityholder and FIRB approval, capital raising, documentation of Group refnancing and no material adverse change to Goodman Group
Distributions	10% per annum payable semi-annually in arrears on each distribution date (21 June or 21 December) Distributions are non-cumulative and payable at the sole discretion of the Issuer Step-up of 1.00% from 1 January 2012 if the Hybrid is not exchanged into Stapled Securities Distributions cannot be paid in cash in the event of a breach of the Triggers

1 There is expected to be 5,976,251,189 Stapled Securities on issue following the August 2009 Placement and August 2009 Entitlement Offer. On a fully diluted basis assuming the exchange of the Exchangeable Hybrid Securities and exercise of the Options, there would be 7,787,493,869 Stapled Securities on issue.

7 Notice of meetings

Alternative Coupon Satisfaction Mechanism	If Distributions are paid in Stapled Securities, the Stapled Securities will be issued at a 2.5% discount to the 15 day VWAP If the Issuer is unable to pay the Distribution in Stapled Securities at the time for a legal or regulatory reason, the coupon, which is not cumulative, will be paid as soon as reasonably practicable
Triggers	The Issuer must comply with the following fnancial covenants in order to be able to pay a cash Distribution: i. Interest cover >= 2.5x (EBITDA to Interest Expense) ii. Gearing <= 55% (Net Liabilities to Net Tangible Assets) Trigger calculation defnitions are to be consistent with the calculation defnitions applied under Goodman Group’s Common Terms Deed Poll Triggers will not be calculated until post the 30 June 2010 balance date
Holder exchange rights	No exchange before the relevant Exchange Date – Tranche 1: 31 October 2009 – Tranche 2: 30 June 2010 – Tranche 3: 31 December 2010 Earlier exchange is permitted in limited circumstances including where a change of control occurs before 31 December 2010. A change of control includes the making of an offer for Stapled Securities which becomes unconditional and gives a person relevant interests in 20% or more of the Stapled Securities After each period, CIC may exchange the Hybrid tranche available for exchange (in full or in two tranches, with the minimum conversion tranche being A$60 million) into Stapled Securities at the Exchange Price at any time
Issuer redemption right	Redeemable by the Issuer at its election if the closing price of Stapled Securities for 20 out of 30 consecutive trading days is in excess of 125% of the exchange price from: – Tranche 1: 31 December 2010 (where the trading price is above A$0.5375) – Tranche 2: 31 December 2011 (where the trading price is above A$0.55) – Tranche 3: 30 June 2012 (where the trading price is above A$0.5625)
Distribution stopper	No dividends or distributions may be made or paid to holders of Stapled Securities or Goodman PLUS (subject to payments which cannot be lawfully deferred or waived) if not all the Hybrid coupons are paid in cash or ACSM
Anti-dilution	Exchange Price to be adjusted to refect the dilutionary impact of future events including (but not limited to) a reorganisation of Goodman Group’s capital, extraordinary distributions, pro rata issues or bonus issues No adjustment to the Exchange Price is to be made for Distributions (other than extraordinary distributions), Stapled Securities issued pursuant to an employee share scheme or the broader equity raising announced by Goodman in August 2009
Governing law	New South Wales, Australia
Listing	None Stapled Securities of Goodman Group issued on exchange to be listed on ASX

Notice of meetings 8

Explanatory Memorandum+

The full terms and conditions for the Exchangeable Hybrid Securities were released to ASX on the date of this Notice of Meetings. If you wish to obtain a copy of these terms and conditions, you can download a copy from www.goodman.com or www.asx.com.au. Alternatively, if you wish to be sent a copy, please contact Goodman on (02) 9230 7400.

The funds raised on the issue of these Exchangeable Hybrid Securities will be used to strengthen Goodman’s balance sheet and reduce its level of gearing and have been included in the financial metrics set out on page 5 of this Notice of Meetings.

Securityholders should note that, as set out in the “Summary terms and conditions” above, Goodman may satisfy the payment of a distribution on the Exchangeable Hybrid Securities by issuing Stapled Securities to CIC in lieu of cash. This means that Goodman could issue up to 49,446,202[2] Stapled Securities, equivalent to 0.83%[3] of the Stapled Securities Goodman currently has on issue, to CIC every six-month distribution period.

If Securityholders approve the issue of the Exchangeable Hybrid Securities and they are exchanged into Stapled Securities, the primary effects upon the pro-forma 30 June 2009 financial position and forecast financial performance for the year ended 30 June 2010 would be:

• (a) the transfer of A$500 million from preferred equity to ordinary equity; and

• (b) to increase operating profit available to Securityholders by A$50 million per annum but reduce EPS by 0.2 cents per annum.

In the event that Securityholders do not approve the issue of the Exchangeable Hybrid Securities, the Group will not receive A$500 million of capital. This will impact the Group’s capital and liquidity position with the consequence that the Group will only have sufficient liquidity to fund debt maturities to February 2012[4] . As a consequence, the Group’s balance sheet gearing would be 32.6%[5] and diluted FY10E EPS 5.6cps[6] (undiluted FY10E EPS of 6.1cps.

Recommendation

The Board unanimously recommends that Securityholders vote in favour of Resolution 2.

Regulatory requirements for the Resolutions

The Listing Rules (in particular Listing Rule 7.1) 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.

As a result of the November 2008 Placement and the issue of the Unconditional Options on 18 May 2009, Goodman had fully utilised its placement capacity.

On 6 August 2009, Goodman received a waiver from ASX to allow it to calculate its 15% placement capacity on the basis that the number of Stapled Securities it had on issue included the Stapled Securities that would be issued under the underwritten component of the August 2009 Entitlement Offer. This expanded placement capacity was fully utilised under the August 2009 Placement.

Listing Rule 7.1 does not prevent Goodman from issuing further equity securities despite the fact that it has no placement capacity provided that the issue of those securities is approved by an ordinary resolution of Securityholders. An ordinary resolution will be passed if a majority of Securityholders present and voting (including by proxy) vote “for” the resolution at the meeting.

In accordance with the procedure under Listing Rule 7.1, Goodman is seeking Securityholder approval of the issue of the Conditional Options to Macquarie, MSSits and CIC, as well as the issue of the Exchangeable Hybrid Securities to CIC (Resolution 2).

If the issue of the Conditional Options and the Exchangeable Hybrid Securities is approved by Securityholders by the requisite margins, then they will not be counted towards Goodman’s 15% placement capacity under Listing Rule 7.1.

On a fully diluted basis (assuming that Securityholders approve the Options and Exchangeable Hybrid Securities), CIC would hold 18.2% of Goodman’s Stapled Securities following the conversion of the Options and Exchangeable Hybrid Securities.

• 2 Based on a 15 day VWAP for Stapled Securities (with a 2.5% discount) immediately prior to 20 August 2009 of $0.5056.

3 Based on the 5,976,251,189 Stapled Securities expected to be on issue as at the date of the Meetings including those issued under the August 2009 Placement and the August 2009 Entitlement Offer.

4 Reflects application of liquidity from upfront initiatives against maturities only as further set out in the announcement of 6 August 2009.

5 Pro forma 30 June 2009. Calculated as net debt/total assets less cash.

6 Fully diluted for the Macquarie, MSSits and CIC Options on issue.

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www.goodman.com

Goodman Group Goodman Limited ABN 69 000 123 071 Goodman Funds Management Limited ABN 48 067 796 641; AFSL Number 223621 As Responsible Entity for Goodman Industrial Trust ARSN 091 213 839

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MR JOHN SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote:

• By Mail: Security Registry - Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia or Registered office - Level 10 60 Castlereagh Street Sydney NSW 2000 Australia By fax: Share Registry - 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia) Registered office - +61 2 9230 7444

For all enquiries call:

1300 723 040 (within Australia) +61 3 9415 4043 (outside Australia)

Proxy Form - Goodman Group

For your vote to be effective it must be received by 9.30 am (Sydney Time) on Tuesday, 22 September 2009

How to vote on items of business

All your securities will be voted in accordance with your directions.

Appointment of proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box, your proxy may vote as they choose. If you mark more than one box on an item, your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing 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 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. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes.

A proxy need not be a Securityholder of Goodman Group.

Signing instructions

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 must sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the Security Registrar, 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 sign in the appropriate place to indicate the office held.

Attending the meeting

Please bring this form to the meeting to assist us with registration. If a representative of a corporate Securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com.

Comments & questions: If you have any comments or questions for Goodman Group, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form è

:

View your securityholder information, 24 hours a day, 7 days a week: www.investorcentre.com

Your secure access information is:

Review your securityholding

SRN/HIN: I1234567890

Update your securityholding

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of I 1234567890 I N D any changes.

MR JOHN SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Prox Form y

Please mark to indicate your directions

STEP 1 Appoint a proxy to vote on your behalf

XX

I/We being a Securityholder/(s) of Goodman Group and entitled to attend and vote hereby appoint

the Chairman of the meeting[OR]

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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 fit) at the Extraordinary General Meetings of Shareholders of Goodman Limited and the Unitholders of Goodman Industrial Trust to be held at the Sheraton on the Park, Grand Ballroom, 161 Elizabeth Street, Sydney, NSW on Thursday, 24 September 2009 at 9.30 am (Sydney Time) and at any adjournment of that meeting.

STEP 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

1	Issue of Conditional Options to Macquarie, MSSits and CIC
2	Issue of Exchangeable Hybrid Securities to CIC

Appointing a second proxy

I/we wish to appoint a second proxy

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Mark with an ‘X’ if you wish AND % OR
to appoint a second proxy
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State the percentage of your voting rights or the number of securities for this Proxy Form.

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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SIGN
Signature of Securityholder/(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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G M G

0 2 6 7 8 5 A

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