GOODMAN GROUP

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29 September 2010

The Manager Company Notices Section ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000

Dear Sir

Goodman Group (Goodman) – Notice of Extraordinary General Meetings

Please find attached a Notice of Extraordinary General Meetings of Goodman to be held on Friday, 29 October 2010 at 10:00am (Sydney time) at Sheraton on the Park, Grand Ballroom, 161 Elizabeth Street, Sydney, NSW.

Please contact the undersigned should you have any queries.

Yours faithfully

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Carl Bicego

Company Secretary

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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 | [email protected] | 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

Notice + of Extraordinary General Meetings

Explanatory Memorandum + Independent Expert’s Report

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Date: Friday, 29 October 2010 Station
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Goodman Group comprising of:
Goodman Limited (ABN 69 000 123 071) andGoodman Funds Management Limited (ABN 48 067 796 641, GaleriesVictoria Hyde Park
AFSL Number 223621) as the Responsible Entity for
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Goodman Industrial Trust (ARSN 091 213 839) Mus
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Important Notices+

This is an important document and requires your immediate attention. Please read it carefully in its entirety.

If you have any doubts about the action you should take, contact your stockbroker, solicitor, accountant or other professional advisor immediately.

If you are unable to attend the Extraordinary General Meetings of the shareholders of Goodman Limited and unitholders of Goodman Industrial Trust, please complete the proxy form and return it in accordance with the instructions.

Notice of Extraordinary General Meetings and Explanatory Memorandum+

Goodman Group has called meetings (Extraordinary General Meetings) of its stapled securityholders (Securityholders) to seek approval for its proposed strategic acquisition of a leasehold interest in Moorabbin Airport and business park in Victoria (Property or Site) for A$201.5 million from the Vendors (Moorabbin Proposal).

Given that the Moorabbin Proposal involves the issue of Stapled Securities to a related party (as Goodman Holdings, the vendor disposing of the majority interest in the Property, is a related party of Goodman Group), the Board has convened these Extraordinary General Meetings to seek Securityholder approval.

This notice of meetings and the accompanying explanatory memorandum (Explanatory Memorandum) provide Securityholders with information about the Moorabbin Proposal to enable them to vote at the Extraordinary General Meetings.

Key dates+

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Event Date and Time
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Event	Date and Time
Date of this Explanatory Memorandum	Wednesday, 29 September 2010
Time and date by which proxy forms must be received	By no later than 10:00 am (Sydney time) on Wednesday,
	27 October 2010
Time and date for determining eligibility to vote	7:00 pm (Sydney time) on Wednesday,
at the Meetings	27 October 2010
Meetings of Securityholders to be held	10:00 am (Sydney time) on Friday, 29 October 2010

Contents+

Contents+	Contents+
Letter from the Chairman of the Board of Independent Directors 1
Notice of Extraordinary General Meetings
(setting out proposed resolution)	3
Explanatory Memorandum (explaining the resolution)	4
Meetings and Notes on Voting	13
Glossary (setting out defned terms)	15
Annexure 1 – Independent Expert’s Report	16
Annexure 2 – Summary of Valuation Report	84
Corporate Directory	114

Letter from the Chairman of the Board of + Independent Directors

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Dear Securityholder

29 September 2010

Goodman Limited and Goodman Funds Management Limited (as the responsible entity for Goodman Industrial Trust) (Goodman Group) invite you to Extraordinary General Meetings (EGM) to be held at 10:00 am on 29 October 2010 to vote on the proposed acquisition of a leasehold interest in Moorabbin Airport and business park (the Property or Site). The proposal is for the Property to be acquired from two vendors, being Goodman Holdings[1] (the majority interest holder in the Property) and Beeside Pty Limited (as trustee of the Beeside Trust) (the minority interest holder in the Property), for a consideration of A$201.5 million through the 100% acquisition of the holding entities of Moorabbin Airport Corporation Pty Ltd (MAC).[2]

The proposed acquisition provides Goodman Group with a strategic asset, offering immediate investment income and development opportunity in the proven land constrained market of inner south east Melbourne.

The proposed purchase consideration to acquire the Property is made up of the following:

- A$146.5 million in the form of 225,384,615 Stapled Securities with an issue price of 65 cents per Stapled Security, reflecting a 3.8% premium to the 10 day VWAP prior to the announcement of the transaction on 16 August 2010. One third of the Stapled Securities will be held in escrow for two years and two thirds for five years;
- A$35 million of vendor finance, payable three years after settlement; and
- A$20 million in immediately available cash to fund the working capital requirements of the various entities being acquired.

The Property is located 21 kilometres from Melbourne’s CBD. It has a total land area of 294 hectares, made up of 123 hectares of prime business park space and Moorabbin Airport. Goodman Group has had an active interest in Chifley Business Park (which forms part of the Property) since 1999. Goodman Group originally undertook the development of Chifley Business Park and subsequently sold its sub-lease interest to Goodman Australia Industrial Fund. The proposed acquisition offers Goodman Group the opportunity to expand its existing activities at the Property and to conduct further development at this proven location.

The Property features:

- A$91.6 million of income producing investments over 50 hectares of existing developed industrial and retail land;
- A$87.8 million of available development land across 73 hectares. The development land is approved for various commercial uses in accordance with the recently approved Moorabbin Airport Masterplan; and
- A$22.1 million for aviation operations and aviation support services across 171 hectares of land.

The Independent Directors of Goodman Group unanimously support the proposed transaction, which has been subject to the following stringent governance measures:

- review and recommendation by a sub-committee of the Goodman Group Board, comprising a number of the Independent Directors;
- engagement of CB Richard Ellis to conduct an independent valuation of the Property, which the parties had regard to when negotiating the proposed transaction; and
- appointment of Deloitte Corporate Finance to provide an Independent Expert’s Report on whether the proposal is fair and reasonable to Securityholders.

The proposed acquisition of the Property is subject to Securityholder approval at the EGM.

Your vote is important

To proceed, the proposed acquisition requires, among other things, the approval of Securityholders, as well as regulatory approvals.

This Notice of Meetings and accompanying Independent Expert’s Report and Independent Valuation contain important information about the proposed acquisition. I urge you to read them very carefully and vote either by proxy or in person at the EGM to be held at Sheraton on the Park, Grand Ballroom, 161 Elizabeth Street, Sydney at 10:00 am (Sydney time) on Friday, 29 October 2010.

1 Goodman Holdings is a Goodman family owned entity. Goodman Holdings is the majority shareholder in an entity which holds the lease of Moorabbin Airport and business park and will procure the sale of minority interests within the total consideration.
2 Subject to section 6 of the Explanatory Memorandum.

Notice of Extraordinary General Meetings 1

Letter from the Chairman of the Board of Independent Directors continued+

Independent Directors’ recommendation

The Independent Directors of Goodman Group, in their assessment of the proposed acquisition of a leasehold interest in Moorabbin Airport and business park, have determined that the Moorabbin Proposal is:

- of strategic importance and consistent with Goodman Group’s Melbourne property strategy; and
- in the best interests of Securityholders.

The Independent Directors of Goodman Group unanimously support the transaction and on behalf of these Directors, I recommend this transaction to you. The key benefits relating to the Moorabbin Proposal are as follows:

1. Is in line with Goodman Group’s business strategy

The proposed acquisition is in line with Goodman Group’s business strategy to own, develop and manage business space in prime locations.

2. Is in line with Goodman Group’s Melbourne strategy

The proposed acquisition is in line with Goodman Group’s Melbourne strategy focusing on the western industrial market, the infill location of Port Melbourne and the inner south east market where this Property is situated. The inner south east is a core market for Goodman Group which is characterised as an infill location in a land constrained market where Goodman Group has an underweight holding.

Goodman Group has a strong track record in Melbourne’s inner south east, and in particular at this site. The proposed transaction provides Goodman Group with an opportunity to acquire land generating investment income at a favourable time in the property valuation cycle.

3. Further aligns the interests of Goodman Group CEO to those of Goodman Group

The proposed transaction increases the alignment of Goodman Group Chief Executive Officer, Mr Gregory Goodman to Goodman Group. The Independent Directors believe this alignment is desirable. Should the transaction be approved, the equity consideration will represent approximately 3% in Goodman Group. Importantly, Mr Gregory Goodman’s interests in the consideration will be aligned with the five year escrowed securities being issued.

4. Has a favourable financial impact

The proposed transaction has a favourable financial impact for Goodman Group, providing:

- EPS on the issue of each new ordinary Stapled Security issued at the upper end of FY11 guidance of 5.3 to 5.5 cents per Stapled Security;
- Accretion to NTA, increasing 30 June 2010 proforma NTA by 0.4 cents per Stapled Security; and
- No material impact to gearing or liquidity.

5. Aviation Operations outsourced for 10 years

The aviation operations are proposed to be outsourced for 10 years to Goodman Holdings, thereby retaining the experience and knowledge of the operations of the Airport and providing for a seamless integration over time. This will provide to Goodman Group a secure income stream from these activities. Airservices Australia and the Civil Aviation Safety Authority are responsible for the traffic management and safety roles.

Prudent Corporate Governance

The proposed transaction has followed the prudent corporate governance guidelines previously stated and the purchase price is supported by the independent valuation provided by CB Richard Ellis. The independent expert, Deloitte Corporate Finance, has reviewed the terms of the proposed acquisition of the leasehold interest in Moorabbin Airport and business park, and is of the opinion that it is fair and reasonable to Securityholders.

A copy of both the Deloitte Corporate Finance Independent Expert’s Report and a summary of the CB Richard Ellis Independent Valuation are enclosed.

Importantly, Securityholders will have the opportunity to vote on the Moorabbin Proposal being considered.

Further information

If you have any questions please call Goodman Group Investor Centre on 1300 723 040 (within Australia) or +61 3 9415 4043 (from outside Australia), or visit our website at www.goodman.com/moorabbinbusinesspark

Yours sincerely

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Ian Ferrier Independent Chairman, AM

2 Notice of Extraordinary General Meetings

Notice + of Extraordinary General Meetings

Notice is hereby given that the Extraordinary General Meetings of the shareholders of Goodman Limited and unitholders of Goodman Industrial Trust will be held (in conjunction with each other) at Sheraton on the Park, Grand Ballroom, 161 Elizabeth Street, Sydney at 10:00 am (Sydney time) on 29 October 2010.

Important

The resolution should be read in conjunction with the Explanatory Memorandum which follows.
Certain terms used below are defined in the Glossary at page 15 of this booklet.
Goodman Group must disregard votes cast by certain Securityholders and certain Securityholders should not vote on the resolution, as explained in the “Voting exclusion” paragraphs below. If your vote must be disregarded or if you must not vote, please do not vote in either case. If you have any doubts, please seek advice.

The purpose of the Meetings is to consider and if thought fit, pass the following Resolution.

Resolution: Issue of Stapled Securities to Goodman Holdings

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

“That approval is given for the Moorabbin Proposal, including the issue of 225,384,615 Stapled Securities to the Vendors at an issue price of 65 cents each as part consideration for the acquisition by Goodman Group of the Moorabbin Units, on the terms set out in the Explanatory Memorandum for the purposes of Listing Rule 10.11 and for all other purposes.”

Voting exclusion statement for the Resolution

Goodman Group will disregard any votes cast on the Resolution by:

- Goodman Holdings;
- Gregory Goodman;
- Patrick Goodman; and
- any of their associates.

However, Goodman Group need not disregard a vote if:

- it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
- it is cast by a person chairing the meetings as a proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides.

In accordance with Section 253E of the Corporations Act, GFM and its associates are not entitled to vote their interests (if any) on any resolution at a meeting of unitholders of the Trust, which is being held in conjunction with a meeting of the Company, if they have an interest in the resolution or matter other than as a member of the Trust.

Required majority

The Resolution will be passed as an ordinary resolution of the Company and the Trust for all purposes under the Listing Rules and the Corporations Act if it is approved by the majority of those Securityholders present and voting (including by proxy) at the meetings.

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 27 October 2010.

The Explanatory Memorandum attached to this Notice of Meetings is incorporated into and forms part of this Notice of Meetings. A detailed explanation of the background and reasons for the proposed resolution is set out in the attached Explanatory Memorandum.

By order of the Board of Goodman Group

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Carl Bicego Company Secretary Date: 29 September 2010

Notice of Extraordinary General Meetings 3

Explanatory Memorandum+

This Explanatory Memorandum and the attachments to it form part of the Notice convening the Extraordinary General Meetings to be held at Sheraton on the Park, Grand Ballroom, 161 Elizabeth Street, Sydney, at 10:00 am (Sydney time) on Friday, 29 October 2010. They have been prepared for the information of the Securityholders in connection with the business to be conducted at the Meetings.

This Explanatory Memorandum and the attachments to it are important documents. They should be read carefully.

If you are not able to attend the Meetings, please complete the attached proxy form and return it to Computershare by 10:00 am (Sydney time) on 27 October 2010, or vote online as instructed on the proxy form, by 10:00 am (Sydney time) on 27 October 2010.

Resolution – Approval of the Moorabbin Proposal under the Listing Rules

1. Background

The Vendors hold (indirectly) all of the shares in MAC as follows:

(a) Goodman Holdings as to 66.67%; and
(b) Beeside Pty Limited (as trustee of the Beeside Trust) as to 33.33%.

On 16 August 2010, the Independent Directors announced the proposed strategic acquisition of a leasehold interest in Moorabbin Airport and business park in Victoria for A$201.5 million.

Goodman Group intends to purchase 100% of the interests in MAC from the Vendors, and the Purchase Price is payable to the Vendors.

(d) is located in a core Melbourne market where Goodman Group has an underweight holding; and
(e) increases the alignment of Goodman Group Chief Executive Officer, Mr Gregory Goodman, with Goodman Group. The Independent Directors believe that this alignment is desirable and is reinforced via:
(i) the equity consideration to be issued to the Vendors being held in escrow for a period of two and five years; and
(ii) A$35 million of vendor finance being payable to the Vendors three years after settlement.

Importantly, Mr Gregory Goodman’s interests in the consideration are aligned with the five year escrowed Stapled Securities being issued.

The proposed acquisition of the Property:

(a) is in line with Goodman Group’s business strategy to own, develop and manage business space in prime locations;
(b) provides Goodman Group with immediate investment income and a proven investment in the land constrained market of inner south east Melbourne which would not otherwise be possible to replicate;
(c) provides Goodman Group with the strategic opportunity to apply its fully integrated business model to maximise value as it conducts the next stage of development of the Property, where Goodman Group has been directly involved since 1999 with Chifley Business Park;

2. Goodman Group’s Melbourne strategy

The strategy of Goodman Group in Melbourne is to focus on the western market (larger pre-committed warehouses), the inner south east market (small to medium sized users in a business park environment) and the infill location of Port Melbourne.

Figure 1 overleaf highlights these three core Melbourne markets and key properties that Goodman Group currently has located in these markets.

4 Notice of Extraordinary General Meetings

Figure 1: Goodman Group’s Melbourne strategy

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Mickleham
Sunbury Craigieburn
Somerton
Coolaroo
Epping
Melbourne Airport Broadmeadows Amaroo Business Park Greensborough
Essendon Kingsbury
Airport
Preston
St Albans Essendon
Brunswick Heidelberg
rn Free
Ringwood
Footscray Melbourne
Laverton North CBD
West Gate Freeway toyotagreen Business Park
Altona North Port Melbourne
West Prahran Burwood
Williamstown Malvern
Westside Industrial Estate Hobson’s Bay St Kilda Ferntree Business ParkBoronia
Mt Waverley
Laverton Altona Bay
Connectwest Industrial Estate Interchange Industrial Estate Brighton Rowville
Point Cook Inner South East Clayton Notting Hill
Moorabbin
Port Phillip Bay Clayton Business Park
Kmart
Moorabbin Airport Dandenong
Cheltenham
Chifley Business Park Keysborough
Woolworths
Dandenong
South
Glasscocks Industrial Estate
Lyndhurst
Laverton Distribution Centre
tylink
Metro Ring Road
Easte
PrincesFreeway
Ci
ncesFre
way
Freeway
Western
ernRing
Princ
Calder Freeway
West
MonashFreeway
esHighway
Pri
eway
itylink
Road
Hume Highway (Sydney Road)
Eastlink
C
reeway
Fme
Hu
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3. The Property

3.1 Overview

The Property is predominantly a localised training and recreational airport surrounded by substantial commercial development and vacant development land. The key features include:

(a) the Property comprises 294 hectares in Melbourne’s inner south east suburb of Moorabbin, located 21 kilometres from Melbourne’s CBD;
(b) the Property and purchase price are apportioned as follows:
(i) A$91.6 million of income producing investments over 50 hectares of developed industrial and retail land which has been developed over the past 10 years;
(ii) A$87.8 million of development land across 73 hectares. The development land is approved for various commercial uses in accordance with the recently approved Moorabbin Airport Masterplan; and
(iii) A$22.1 million for aviation operations and aviation support services across 171 hectares of land;
(c) income producing investments, including aviation activities, are 100%[3] occupied and have a weighted average lease expiry of 20 years;
(d) Chifley Business Park, owned by Goodman Australia Industrial Fund via a sublease interest, has been developed by Goodman Group over the past 10 years and has a current total investment value of A$106 million; and

3 Excludes four small vacant land parcels within Chifley Business Park.

Notice of Extraordinary General Meetings 5

Explanatory Memorandum continued+

Figure 2: The Property and its history

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1998
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2010
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+ June 1998

Lease interest in site acquired by Goodman Holdings

+ November 1999 Goodman Group signs development agreement

+ October 2000 + October 2000 Completion of new Coca Cola commences CASA facility occupation

+ 2003

DFO completes extension

+ September 2003 Visy commences occupation

+ May 2004

+ April 2005

Kingston Central Plaza Remington commences opens occupation

+ August 2005 + 2007 Simplot commences DFO completes further occupation extension

+ July 2008 + July 2010 Latest stage at Chifley New five year Business Park completes Masterplan approved

3.1 Overview (cont)

(e) proven development land allowing for the flexible needs of existing and future customers. Terms have been agreed for a pre-committed development with a blue chip customer over five hectares of land.

3.2 History

Goodman Holdings acquired a leasehold interest in the site from the Commonwealth Government in 1998. Shortly after, it entered into a development agreement with Goodman Group to exclusively develop the logistics and business park space on the Site. Subsequent milestones up to the current time are highlighted above in Figure 2.

Moorabbin Airport and business park is a valuable asset in the economic and transport infrastructure of Victoria. The

Moorabbin Proposal will contribute to job creation and economic activity, while working with the local community.

3.3 Ownership and Moorabbin Airport Masterplan

The Property is held under a 99 year[4] leasehold interest (87 years remaining) from the Commonwealth Government to be planned and developed in accordance with the Head Lease over the Property and the Airports Act 1996 (Cth) and associated regulations.

The latest Moorabbin Airport Masterplan was approved in July 2010 and sets out clear planning guidelines to the owner, presenting a range of flexible development opportunities.

Figure 3 overleaf provides a broad outline of the investment, development and aviation precincts of the Property.

4 The Head Lease has an initial term of 50 years (38 years remaining) with an extension for a further 49 years at the option of the lessee.

6 Notice of Extraordinary General Meetings

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Figure 3: Precincts of the Property
KCP
DFO
Ch i fley B usi ness P ar k
Moorabbin Airport
Investment s Development Aviation activities
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Goodman Group recognises all the key objectives of the Moorabbin Airport Masterplan. This includes the sustainable and responsible protection of airspace, safety zone and airfield requirements and ensuring that it remains a vital piece of infrastructure in line with the government’s stated objectives.

4. Governance measures

As noted in Goodman Group’s announcement of 16 August 2010, the Moorabbin Proposal has been subject to the following stringent governance measures:

(a) the Moorabbin Proposal has been reviewed and recommended by a sub-committee of the Board, comprising a number of the Independent Directors.

All of the Independent Directors unanimously approve and support the Moorabbin Proposal;

(b) Deloitte Corporate Finance has been appointed as the Independent Expert to provide an independent expert’s report to assist Securityholders in assessing the Moorabbin Proposal and in deciding how to vote. This Independent Expert’s Report is included as Annexure 1; and
(c) CB Richard Ellis was engaged to conduct an independent valuation of the Property, which the parties had regard to when negotiating the terms of the Moorabbin Proposal. A summary of this valuation report (dated 31 July 2010) is included as Annexure 2.

Furthermore, the Moorabbin Proposal is subject to Securityholder approval at the Meetings.

Notice of Extraordinary General Meetings 7

Explanatory Memorandum continued+

5. Terms of the Moorabbin Proposal

(ii) certain environmental investigations being completed by Goodman Group to its satisfaction;

5.1 Letter of Intent

On 16 August 2010 a letter of intent, containing a conditional binding term sheet (Letter of Intent) was agreed and announced, which sets out the commercial terms of the Moorabbin Proposal.

5.2 Acquisition terms

Goodman Group intends to enter into a binding agreement (Unit Purchase Agreement) to acquire the Moorabbin Units (or such other securities or interests pursuant to any change to the proposed acquisition structure, as mentioned in section 6). Consistent with the Letter of Intent, the material terms of the Unit Purchase Agreement are intended to be as follows:

(a) Purchase Price

The purchase price for the Property will be A$201.5 million (Purchase Price). This Purchase Price is supported by an independent valuation undertaken by CB Richard Ellis.

The Purchase Price is intended to be paid as follows:

(i) A$146.5 million will be paid in the form of 225,384,615 Stapled Securities issued to the Vendors at an issue price of 65 cents per Stapled Security and held in escrow;
(ii) A$35 million of vendor finance, payable three years after settlement; and
(iii) A$20 million in immediately available cash to fund the working capital requirements of the various entities being acquired.

(b) Escrow arrangements

The Stapled Securities referred to above will be subject to escrow as follows:

(i) one third of the Stapled Securities issued to the Vendors (being 75,128,205 Stapled Securities) will be held in escrow until the second anniversary of settlement; and
(ii) two thirds of the Stapled Securities issued to the Vendors (being 150,256,410 Stapled Securities) will be held in escrow until the fifth anniversary of settlement.

(c) Vendor finance arrangements

A$35 million in cash will be held in escrow by Goodman Group until the third anniversary of settlement. Goodman Group will pay a coupon of 6.0% per annum on this deferred cash component amount, payable semi-annually.

(d) Conditions precedent

Completion of the Unit Purchase Agreement is intended to be subject to the following conditions precedent:

(i) approval by more than 50% of votes cast by Securityholders entitled to vote on the Moorabbin Proposal at the Meetings;
(iii) granting of Governmental approvals on terms satisfactory to Goodman Group, including but not limited to:
(A) those required under the Head Lease and Airports Act 1996 (Cth), including:
- (1) the approval of the form of the Airport Management Agreement; and
- (2) the approval of Goodman Holdings (or its subsidiary) as the manager of the Airport;
(B) confirmation that the Commonwealth Government has no objection to the Moorabbin Proposal under the Foreign Acquisitions and Takeovers Act 1975 (Cth);
(iv) no material adverse change occurs to either party prior to settlement and the warranties given by the parties remain true and correct in all material respects up until settlement;
(v) a final form Airport Management Agreement is agreed between MAC, Goodman Holdings and others; and
(vi) the finalisation of a new leasing commitment between MAC and a blue chip customer on five hectares of development land.

(e) Warranties

Normal commercial warranties and indemnities (of the type usually provided in a sale of the shares in a company of a nature similar to MAC) are intended to be provided by Goodman Holdings to Goodman Group.

5.3 Airport Management Agreement terms

In order to ensure a seamless transition of the Airport, and consistent with the Letter of Intent, it is intended that Goodman Holdings (the majority shareholder of Moorabbin Airport since 1998) or its wholly owned subsidiary (Manager) will be appointed, under the Airport Management Agreement (Airport Management Agreement), as the Airport manager for the aviation components including Airport operations and associated aviation leases. The key terms of the Airport Management Agreement are intended to include the following:

(a) appointment of Goodman Holdings as Manager for a term of 10 years, breakable at Goodman Group’s election at the end of years three and six;
(b) the Manager to make payments of A$1.7 million per annum to Goodman Group in exchange for an entitlement to all aviation revenues and responsibility for all aviation expenses. The proposed rental is consistent with the independent valuation assumptions made;
(c) Goodman Group to hold step in rights in relation to the operation of the Airport; and
(d) the Manager to indemnify Goodman Group against any claims related to the aviation activities of the Airport.

8 Notice of Extraordinary General Meetings

6. Variation to proposed acquisition structure

It is important to note that the proposed acquisition structure (contemplated in section 5 above) may potentially change. However, any variation of the currently proposed acquisition structure would only be undertaken if it is in the best interests of Goodman Group to do so and provided that such change would have no material effect on the consideration payable or the economic benefits Goodman Group will receive as a result. The terms of any material variation to the currently proposed acquisition structure will be announced to the market.

7. Independent Directors’ recommendation

The Independent Directors consider the Moorabbin Proposal to be in the best interests of Securityholders and unanimously recommend that the Non-Associated Securityholders vote in favour of the Resolution. In making this recommendation, the Independent Directors have, in particular, considered the following:

(a) the Moorabbin Proposal is in line with Goodman Group’s business strategy to own, develop and manage business space in prime locations;
(b) the acquisition of the Property is in line with Goodman Group’s Melbourne strategy focusing on the western industrial market, the infill location of Port Melbourne and the inner south east market where this Property is situated. The inner south east is a core market for Goodman Group which is characterised as an infill location in a land constrained market where Goodman Group has an underweight holding.

Goodman Group has a strong track record in Melbourne’s inner south east, and in particular at this site. The Moorabbin Proposal provides Goodman Group with an opportunity to acquire land generating investment income at a favourable time in the property valuation cycle;

(c) the Moorabbin Proposal increases the alignment of Goodman Group Chief Executive Officer, Mr Gregory Goodman to Goodman Group. The Independent Directors believe this alignment is desirable. Should the transaction be approved, the equity consideration will represent approximately 3% in Goodman Group. Importantly, Mr Gregory Goodman’s interests in the consideration will be aligned with the five year escrowed securities being issued;
(d) the Moorabbin Proposal has a favourable financial impact in that it:
(i) provides EPS on the issue of each new Stapled Security at the upper end of FY11 guidance of 5.3 to 5.5 cents per Stapled Security;
(ii) is accretive to 30 June 2010 proforma NTA by 0.4 cents per Stapled Security; and
(iii) has no material impact to gearing or liquidity;
(e) the aviation operations are proposed to be outsourced for 10 years to the Manager thereby retaining experience and knowledge of the operations and providing for a seamless integration over time. This will provide to Goodman Group a secure income stream from these activities. Furthermore, Air Services Australia and the Civil Aviation Safety Authority are the government agencies responsible for air traffic management and safety roles;
(f) the key benefits, disadvantages and potential risks of the Moorabbin Proposal, as discussed further in section 8;
(g) the independent valuation of the Property conducted by CB Richard Ellis, a summary of which is contained in Annexure 2; and
(h) the opinion of the Independent Expert that the Moorabbin Proposal is fair and reasonable from the perspective of Non-Associated Securityholders. A full copy of the Independent Expert’s Report is contained in Annexure 1.

8. Matters to consider in deciding how to vote on the Resolution

(a) Benefits of Moorabbin Proposal

The Moorabbin Proposal:

(i) is in line with Goodman Group’s business strategy to own, develop and manage business space in prime locations.
(ii) is in line with Goodman Group’s Melbourne strategy focusing on the western industrial market, the infill location of Port Melbourne and the inner south east market where this Property is situated. The inner south east is a core market for the Goodman Group which is characterised as an infill location in a land constrained market where Goodman Group has an underweight holding.
Goodman Group has a strong track record in Melbourne’s inner south east, and in particular at this site. The Moorabbin Proposal provides Goodman Group with an opportunity to acquire land generating investment income at a favourable time in the property valuation cycle.
(iii) provides Goodman Group with the strategic opportunity to apply its fully integrated business model to maximise value as it conducts the next stage of development at the Property, where Goodman Group has been directly involved since 1999 with Chifley Business Park.

Notice of Extraordinary General Meetings 9

Explanatory Memorandum continued+

8. Matters to consider in deciding how to vote on the Resolution (cont)

(iv) increases the alignment of Mr Gregory Goodman with Goodman Group. This alignment is thought to be desirable and is reinforced via:
(A) the equity consideration to be issued to the Vendors being held in escrow for a period of two and five years; and
(B) A$35 million of vendor finance which will be withheld by Goodman Group for a period of three years after settlement.

Importantly, Mr Gregory Goodman’s interests in the consideration are aligned with the five year escrowed securities being issued.

(v) protects Goodman Group’s existing involvement in the area as the Property is adjacent to Chifley Business Park.
(vi) has a favourable financial impact in that it:
(A) provides EPS on the issue of each new Stapled Security at the upper end of FY11 guidance of 5.3 to 5.5 cents per Stapled Security;
(B) is accretive to 30 June 2010 proforma NTA by 0.4 cents per Stapled Security; and
(C) has no material impact to gearing or liquidity.

(b) Disadvantages and potential risks

Factors that may be viewed as disadvantageous or as a potential risk include:

(i) increased exposure to non-core aviation and retail activities: Following completion of the Moorabbin Proposal, it is intended that Goodman Group will acquire the Head Lease of the Airport and, as such, will assume responsibility for the aviation operations at the Site. However, Goodman Group proposes to manage this role through the management arrangement with the incumbent management;
(ii) operational risks: The Moorabbin Proposal involves the acquisition of interests in an operational asset which is the subject of restrictive regulatory obligations. Goodman Group may be required to step in and operate the Airport should the Manager (Goodman Holdings) default on any of its obligations;
(iii) regulatory approvals: There is no guarantee that the necessary regulatory approvals will be obtained to allow the Moorabbin Proposal to proceed;
(A) Government approvals are required under the Airports Act 1996 (Cth) in respect of the form of the Airport Management Agreement and for Goodman Holdings (or its subsidiary) to be appointed as the Manager; and
(B) Foreign Investment Review Board approval is required as Goodman Group is deemed to be a foreign government investor under the Foreign Acquisition and Takeovers Act 1975 (Cth) by virtue of the hybrid securities held by China Investment Corporation. The Foreign Investment Review Board is not bound by any timeframe to make a decision;
(iv) investment risks: There is no certainty with respect to future returns and developments at the Property, in particular:
(A) the successes of the past developments, and the forecasted level returns, may not be achieved; and
(B) MAC is not responsible for aircraft runway movements and any regulatory changes by the Civil Aviation Safety Authority or Airservices Australia may possibly impact future commercial development on the Property;
(v) dilution: The Securityholders’ ownership will be diluted by approximately 3% as a result of 225.4 million Stapled Securities being issued to the Vendors as part of the consideration for the acquisition under the Moorabbin Proposal;
(vi) regulatory and government policy: Moorabbin Airport and business park operate under the Airports Act 1996 (Cth). There is a risk that ownership of the leasehold interest in the Property (including foreign ownership) and activities relating to aviation and non-aviation activities could be adversely affected by the regulations under the Airports Act 1996 (Cth) along with any future changes to the Airports Act 1996 (Cth). Aviation and non-aviation activities could be adversely affected by changes to government policy, security and safety requirements, development guidelines and changes in tax, duty and other regulatory regimes;
(vii) lease termination: The land comprising Moorabbin Airport and business park is leased to MAC until 2048 with an option for a further term of 49 years. If MAC breaches use or access provisions of the lease, the Commonwealth Government must notify MAC and if the breach persists the Commonwealth Government may terminate the lease;
(viii) environmental and planning risk: Airports and any associated development on or around the Airport may attract opposition from environmental groups in relation to various environmental issues, who may attempt to limit the activities on the Property, its operation or its impact on surrounding communities through lobbying and political pressure, litigation or direct action. Changes in environmental and planning regulation may impact aviation and development activities;

10 Notice of Extraordinary General Meetings

(ix) accidents and insurance: Aviation activities are exposed to the risk of accidents, including aircraft crashes, which may result in injury or loss of life or damage to property and infrastructure. While aviation activities are the responsibility of third parties and insurance exists for such incidents, the risk of under insurance and reputational damage to Goodman Group remains;
(x) potential conflict of interest: Goodman Australia Industrial Fund (an Australian unlisted property fund managed by Goodman Group) has an interest in Chifley Business Park which is located on Moorabbin Airport and business park. Although processes exist for actively managing any conflicts of interest, there is a risk that the resolution of such conflicts may lead to outcomes which are disadvantageous to Goodman Group;
(xi) capital expenditure: Airport operations, including collection of revenues and expenses (including capital expenditure), are the responsibility of the Manager. There is a risk that due to regulatory or commercial reasons future capital costs may not be recoverable from the Manager and will be unrecoverable through other commercial arrangements;
(xii) general property risk: The acquisition of the leasehold interest in Moorabbin Airport and business park is an investment in real estate and therefore may be adversely affected by changes to the underlying property, including:
(A) tenancy default or failure or delays in letting up and falls in rental and occupancy levels;
(B) capital expenditure requirements and increasing costs of plant and equipment and infrastructure and development and refurbishment risk;
(C) unforeseen structural deterioration or failure;

(D) unforeseen litigation with tenants; and/or

(E) claims under environmental legislation.

The Property is also subject to the prevailing property market conditions and adverse changes in market sentiment or market conditions may impact on the Property’s value, the ability to develop it and earnings from the Property.

Furthermore, while it is Goodman Group’s policy to conduct a thorough due diligence process in relation to the acquisition, risks remain that are inherent in such acquisitions; and
(xiii) taxation: While Goodman Group adopts every effort to operate in a tax efficient manner for Securityholders, no assurance can be given as to the level of taxation incurred. Changes in the tax regime can adversely affect the tax position of Goodman Group and its Securityholders.

As Goodman Group consists of two entities, a trust and a company, in a stapled arrangement any changes in the tax laws specifically affecting stapled entities, or changes to the administration of current laws which affect stapled arrangements or the characterisation of transactions between stapled entities could adversely affect Securityholders’ interests.

The Independent Directors believe that the benefits of the Moorabbin Proposal outweigh its disadvantages and potential risks.

9. Independent Expert’s Report

The Independent Expert has been appointed to prepare a report to assist Non-Associated Securityholders to assess the Moorabbin Proposal and decide how to vote. The Independent Expert has been commissioned to consider whether or not, in its opinion, the terms of the Moorabbin Proposal are fair and reasonable to Non-Associated Securityholders.

In summary, the Independent Expert has formed the opinion that the advantages of the Moorabbin Proposal outweigh its disadvantages and therefore the terms of the Moorabbin Proposal are fair and reasonable, having regard to the interests of the Non-Associated Securityholders.

The Independent Expert’s Report is set out in full in Annexure 1.

Property assets are by their nature illiquid assets. This may make it difficult to realise the value of the investment in the short term in response to changes in economic or other conditions. Furthermore, the nature in which the Property is held also constrains the ability to realise the asset in any sale.

Notice of Extraordinary General Meetings 11

Explanatory Memorandum continued+

10. Explanation of the Resolution – Approval of the issue of Stapled Securities to a Related Party (Goodman Holdings)

10.1 Background

Listing Rule 10.11 requires, subject to certain exceptions, that Securityholder approval is obtained for the issue of Stapled Securities to a related party of Goodman Group. Goodman Holdings, the vendor disposing of the majority interest in the Property, is a related party of Goodman Group. Accordingly, Securityholder approval under Listing Rule 10.11 is being sought for the issue of 225,384,615 Stapled Securities to the Vendors (at an issue price of 65 cents per Stapled Security issued) under the Moorabbin Proposal.

If the issue of such Stapled Securities is approved under Listing Rule 10.11, approval under Listing Rule 7.1 is not required in order for these Stapled Securities to be excluded from Goodman Group’s 15% limit under that Listing Rule.

As required by Listing Rule 10.13, the following information is provided to Securityholders regarding the proposed issue of Stapled Securities to the Vendors:

(a) a maximum of 225,384,615 Stapled Securities will be issued to the Vendors at an issue price of 65 cents each;
(b) the Stapled Securities will be issued to the Vendors on completion of the Moorabbin Proposal, in accordance with the terms of the Unit Purchase Agreement;
(c) the Stapled Securities will be issued as part consideration for the acquisition of the Moorabbin Units by Goodman Group, and no funds will be raised from the issue of the Stapled Securities; and

Goodman Group has therefore obtained a waiver of Listing Rule 10.13.3 to permit the Stapled Securities to be issued to the Vendors within the period of seven months after the date on which Securityholders approve the Moorabbin Proposal.

To pass this Resolution more than 50% of the votes cast by Securityholders entitled to vote on the resolution must be in favour of the Resolution.

10.2 Directors’ interests

The Directors intend to vote the Stapled Securities they own or control in favour of the Resolution, except where they are not permitted to cast a vote (under the voting exclusions contained in the Notice of Meetings).

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----- Start of picture text -----

Number of Stapled Securities held
Director as at 7 September 2010
----- End of picture text -----

	Ian Ferrier	319,994
	Diane Grady	208,200
	John Harkness James Hodgkinson	276,932 1,254,302
	Anne Keating	304,866
	Jim Sloman	237,621

10.3 Interests of Goodman Holdings

As at 30 June 2010, Goodman Holdings and its associates (which include Gregory Goodman and Patrick Goodman) held 5,995,992 Stapled Securities.

(d) the Stapled Securities issued to the Vendors will be subject to the following escrow arrangements:
(i) 75,128,205 (or one third) of the Stapled Securities issued will be subject to escrow until the second anniversary of settlement; and
(ii) 150,256,410 (or two thirds) of the Stapled Securities issued will be subject to escrow until the fifth anniversary of settlement.

Normally, Listing Rule 10.13.3 would require that the Stapled Securities be issued to the Vendors no more than one month after the date of the Meetings. However, completion of the Moorabbin Proposal is conditional on the Government approvals being obtained and the timing of this is uncertain.

12 Notice of Extraordinary General Meetings

Meetings + and Notes on Voting

Venue

The Extraordinary General Meetings of the shareholders of the Company and unitholders of the Trust will be held (in conjunction) at:

Sheraton on the Park, Grand Ballroom 161 Elizabeth Street, Sydney, NSW on Friday, 29 October 2010 commencing at 10:00 am (Sydney time)

Voting and proxies

Securityholders can vote in one of the following three ways:

(a) by attending the meeting and voting either in person or by attorney or, in the case of corporate Securityholders, by corporate representative;
(b) by appointing a proxy to attend and vote on their behalf, using the Securityholder voting form enclosed with this Notice; or
(c) by lodging a proxy vote electronically.

A proxy need not be a Securityholder.

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

Required majority

Voting entitlements

Voting in person – individuals and corporate representatives

Securityholders who plan to attend the Meetings are asked to arrive at the venue 30 minutes prior to the time designated for the Meetings, if possible, so that their securityholding may be checked against the security register and attendance noted. Securityholders attending in person must register their attendance upon arrival.

Where more than one joint Securityholder votes, the vote of the Securityholder whose name appears first in Goodman Group’s security register shall be accepted to the exclusion of the others. To vote in person at the Meetings, a company which is a Securityholder may appoint an individual to act as its representative. The representative should bring to the Meetings a letter or certificate evidencing their appointment. A form of certificate may be obtained from Goodman Group’s security registry at: www-au.computershare.com/investor.

Voting by proxy – using the Securityholder Proxy Form or electronically

You may appoint any person to attend and vote as your proxy, including the Chairman of the meeting. A proxy is not required to be a Securityholder. To appoint a proxy, complete and lodge the enclosed form in accordance with the instructions below.

(a) How is the proxy to vote?

Unless the proxy is required by law to vote, the proxy may decide whether or not to vote on any particular item of business.

If the appointment of proxy:

- directs the proxy to vote on an item of business in a particular way, the proxy may only vote on that item as directed; or
- does not direct the proxy to vote on an item of business in any particular way, the proxy may vote on that item as the proxy sees fit.

(b) Appointing more than one proxy

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.

Notice of Extraordinary General Meetings 13

Meetings and Notes on Voting continued+

Voting by proxy – using the Securityholder Proxy Form or electronically (cont)

(c) Lodging your proxy

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

(i) Proxy Forms must be received at the office of Computershare Investor Services Pty Limited (on behalf of Goodman Group) or at the registered office of Goodman Group being the places designated by Goodman Group for that purpose or at the facsimile number of Computershare Investor Services Pty Limited or Goodman Group by no later than 10:00 am (Sydney time) on 27 October 2010, or if the Meetings are adjourned, at least 48 hours before its resumption in relation to the adjourned part of the Meetings; and
(ii) The authority under which any form appointing a proxy must be signed or a certified copy of that authority, and must be received at the office or facsimile number of Computershare Investor Services Pty Limited (on behalf of Goodman Group) or Goodman Group by no later than 10:00 am (Sydney time) on 27 October 2010, or if the Meetings are adjourned, at least 48 hours before its resumption in relation to the adjourned part of the Meetings.

The office of Computershare Investor Services Pty Limited is Level 5, 115 Grenfell Street, Adelaide, SA, 5000 (GPO Box 242, Melbourne, Vic, 3000) and the facsimile number is 1800 783 447 (within Australia) or + 61 3 9473 2555 (outside Australia). A reply paid envelope is enclosed for use within Australia.

The registered office of Goodman Group is Level 10, 60 Castlereagh Street, Sydney, NSW, 2000 and the facsimile number is +61 2 9230 7444.

Alternatively, you can lodge your proxy online by visiting www.investorvote.com.au. To use the online lodgements facility, Securityholders will need their Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

However, please note that the online proxy facility is not suitable for Securityholders wishing to appoint two proxies.

(d) Custodian voting

For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

(e) Chair’s intention

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 vote 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.

Voting by corporate representative

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 Board

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Carl Bicego Company Secretary Date: 29 September 2010

14 Notice of Extraordinary General Meetings

+ Glossary

Airport means the aviation and aviation support functions relating to the Property.

Airport Management Agreement has the meaning given to that term in section 5.3 of the Explanatory Memorandum.

ASIC means Australian Securities and Investments Commission.

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

Board means the board of Directors of the Company and GFM.

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

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

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of Goodman Group.

EPS means earnings per security.

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

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

Goodman 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.

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

Head Lease means the lease from the Commonwealth of Australia to MAC in relation to the Property granted on 18 June 1998.

Independent Directors means, for purposes of this Notice of Meetings, the Directors, excluding Gregory Goodman and Patrick Goodman, and including James Hodgkinson as a non-interested non-Executive Director.

Meetings mean the Extraordinary General Meeting of shareholders of the Company, which is being held in conjunction with the Extraordinary General Meeting of the unitholders of the Trust.

MAC means Moorabbin Airport Corporation Pty Limited (ACN 081 564 310).

Manager has the meaning given to that term in section 5.3 of the Explanatory Memorandum.

Moorabbin Proposal means the transaction described in section 5 and section 6 of the Explanatory Memorandum.

Moorabbin Units means the units in:

(a) the MAC Unit Trust; and

(b) the Moorabbin Airport Unit Trust, being the holding entities of MAC.

NTA means net tangible assets.

Non-Associated Securityholders means the Securityholders other than Goodman Holdings and its associates.

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

Property means the leasehold interest in Moorabbin Airport and business park located in the established inner south eastern Melbourne suburb of Moorabbin, Victoria, having a total land area of 294 hectares.

Purchase Price has the meaning given to that term in section 5.2(a) of the Explanatory Memorandum.

Related Body Corporate has the meaning given in Section 50 of the Corporations Act.

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).

Independent Expert means Deloitte Corporate Finance Pty Limited.

Letter of Intent has the meaning given to that term in section 5.1 of the Explanatory Memorandum.

Listing Rules means the listing rules of the ASX.

Unit Purchase Agreement has the meaning given to that term in section 5.2 of the Explanatory Memorandum.

Vendors means, collectively, Goodman Holdings (a 67% indirect shareholder of MAC) and Beeside Pty Limited (as trustee of Beeside Trust) (a 33% indirect shareholder of MAC).

VWAP means volume weighted average market price.

All amounts are in Australian dollars unless otherwise stated.

Notice of Extraordinary General Meetings 15

Annexure 1 + Independent Expert’s Report