GOODMAN GROUP - Proxy Solicitation & Information Statement 2012

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22 February 2012

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

Dear Sir

Goodman Group (Goodman) – Notice of Meetings and Information Memorandum

We enclose the Goodman Notice of Extraordinary General Meetings and Information Memorandum dispatched to Securtyholders today. The Extraordinary General Meetings are to be held on 30 March, 2012 at 10.00am (Sydney time) at The Westin Sydney, Heritage Ballroom, No 1 Martin Place, 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 17, 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

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notice of meetings and information memorandum

Notice of Meetings and Information Memorandum in respect of Extraordinary General Meetings to be held at:

The Westin Sydney, Heritage Ballroom, No 1 Martin Place, Sydney, NSW On Friday, 30 March 2012 at 10:00 am (Sydney time)

to consider a proposed 5 for 1 Stapled Security consolidation and internal restructure of Goodman Group involving the stapling of a new Hong Kong company, Goodman Logistics (HK) Limited, to Goodman Group and amendments to the Goodman Constitutions.

Goodman Group comprises:

Goodman Limited (ABN 69 000 123 071) ( Company ) and Goodman Funds Management Limited (ABN 48 067 796 641, AFSL Number 223621) as the responsible entity for Goodman Industrial Trust (ARSN 091 213 839) ( Trust )

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You should read this document in full.
This document contains important information. You should read this
document in full and seek advice from your financial, taxation or other
professional adviser if you have any questions about your investment in Wynyard Park
Goodman Group or about the impact of the transactions described in this Wynyard Station
document. This Information Memorandum does not take into account any
Securityholder’s particular objectives, financial situation or needs.
Securityholder Information Line
Within Australia: 1300 723 040
Outside Australia: +61 3 9415 4043
Registry
Computershare Investor Services Pty Limited
Level 5, 115 Grenfell Street Hyde Park
Adelaide SA 5000
Goodman Group registered office CentreCity
Level 17, 60 Castlereagh Street P
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Sydney NSW 2000 P
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The Westin Sydney
King Street
Strand Arcade
Martin Place
David
Jones
Piccadilly
Mid City Centre
David
Jones
Glasshouse
Westfield
Myer Sydney Tower
Market Street
QVB
StJamesRoad
Kent Street Clarence Street
York Street
Pitt Street Mall
treet
George Street
Pitt Street
Castlereagh Street
Castlereagh Street
Elizabeth Street
Elizabeth Street
Phillip Street
Pitt S
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notice of meetings and information memorandum

Disclaimer and important notices

This Information Memorandum is issued by Goodman and Goodman Logistics (HK) Limited (HKCo). Goodman comprises Goodman Limited (ABN 69 000 123 071) (Company) and Goodman Funds Management Limited (ABN 48 067 796 641; AFSL Number 223621) (GFM) as the responsible entity of Goodman Industrial Trust (ARSN 091 213 839) (Trust) in connection with the Extraordinary General Meetings to be held on 30 March 2012 (EGM) to consider a proposed 5 for 1 Stapled Security consolidation (Consolidation) and potential stapling of an additional security (being a CHESS depository interest (CDI) over fully paid ordinary shares (HKCo Shares) in HKCo to Goodman’s current dual stapled structure to create a triple stapled structure (Restructure) including amendments to the Company and Trust Constitutions (Constitution Amendments). This document should be read in conjunction with the Notice of Meetings.

The passing of the resolutions authorise Goodman to implement the Consolidation and Restructure (following satisfaction of certain conditions) at a time to be determined by Goodman in due course and advised to Securityholders through an announcement to ASX.

Defined terms

Capitalised terms used in this document have the meaning given to them in the Glossary.

No investment advice

This Information Memorandum does not constitute financial product advice and does not and will not form any part of any contract for the acquisition of Stapled Securities.

This Information Memorandum does not purport to contain all the information that a prospective investor may require in evaluating a possible investment in CDIs or HKCo Shares nor does it contain all the information which would be required in a prospectus (including under section 710 of the Corporations Act) or product disclosure statement prepared in accordance with the requirements of the Corporations Act. ASIC has provided relief to Goodman from the requirement that this Information Memorandum be issued as a prospectus. ASX has granted in principle relief to HKCo to enable it to exclude from its listing application information required to be disclosed under section 710 of the Corporations Act. This is on the condition that the Information Memorandum contains information about the proposed activities and business of HKCo and its relationship to the Group, an outline of the proposed stapled structure, and summary of the HKCo Constitution and that Goodman issues an announcement to ASX that it is in compliance with Listing Rule 3.1 at the time of HKCo’s admission to ASX.

This Information Memorandum has been prepared without taking account of any person’s investment objectives, financial situation or particular needs. Securityholders should seek independent financial and taxation advice before making any investment decision in relation to these matters or how to vote at the EGM.

Regulator involvement

A copy of this Information Memorandum has been provided to ASIC. Neither ASIC nor its officers takes any responsibility for the contents of this Information Memorandum.

A copy of this Information Memorandum will be lodged with ASX. Neither ASX nor any of its officers takes any responsibility for the contents of this Information Memorandum. If the ASX admits HKCo to the official list of ASX, it is not taken in any way to be an indication of the merits of HKCo. If the Restructure Conditions are satisfied, an application will be made for the official quotation of the CDIs.

A copy of this Information Memorandum has not been filed with the Hong Kong Securities and Futures Commission (the SFC). Neither SFC nor its officers takes any responsibility for the contents of this Information Memorandum.

Disclaimer

Except as outlined below, this Information Memorandum has been prepared by GFM (as responsible entity of the Trust) and the Company, based on information available to them, and is the responsibility of Goodman alone. The historical information is derived from sources believed to be accurate at the date of this Information Memorandum. However, no representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of any information, opinions and conclusions contained in this Information Memorandum.

To the maximum extent permitted by law, neither Goodman, Goodman’s Directors, officers, employees, agents, advisers or intermediaries, nor any other person accepts any liability for any loss arising from the use of this Information Memorandum or its contents or otherwise arising in connection with it, including, without limitation, any liability arising from fault or negligence on their part.

The historical information in this Information Memorandum is, or is based upon, information that has been released by Goodman to ASX. It should be read in conjunction with Goodman’s other periodic and continuous disclosure announcements including the Goodman results for the year ended 30 June 2011 lodged with ASX on 18 August 2011, interim results for the half year ended 31 December 2011 lodged with ASX on 16 February 2012, and announcements to ASX available at www.asx.com.au.

The information in this Information Memorandum remains subject to change without notice. The pro-forma financial information provided in this Information Memorandum is for illustrative purposes only and is not represented as being indicative of Goodman’s views on its future financial condition and/or performance.

No member of Goodman Group nor any of their respective officers, employees, agents, advisers and intermediaries, nor Goodman’s advisers nor any other person named in this Information Memorandum other than Goodman, have authorised or caused the issue, submission, dispatch or provision of this Information Memorandum and, except as outlined below, no member of Goodman Group or their respective Directors, officers, employees, agents, advisers or intermediaries makes or purports to make any statement in this Information Memorandum which is based on any statement by any of them.

Goodman Group

No offer or invitation to the public

The consolidation of Stapled Securities and issue of CDIs (and underlying HKCo Shares) described in this document in connection with the Restructure does not constitute an offer or invitation to the public (within the meaning of section 82 of the Corporations Act) or otherwise. Specifically, this Information Memorandum is for information purposes only and does not constitute an offer of any securities in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation. No action has been taken to register or qualify Stapled Securities, CDIs, HKCo Shares, the Consolidation or the Restructure, or to otherwise permit a public offering of Stapled Securities, CDIs or Hong Kong Shares in any jurisdiction outside Australia.

Risk factors

An investment in CDIs or HKCo is subject to a number of known and unknown risks. Please see the risk factors in Section 4.4 for further details.

Privacy and personal information

As a holder of Stapled Securities, the Corporations Act requires information about you (including your name, address and details of holdings of Stapled Securities) to be included in Goodman’s public register. The information must continue to be included in Goodman’s public register if you cease to hold Stapled Securities. All persons are entitled, under section 173 of the Corporations Act, to inspect and copy Goodman’s register.

Goodman and the Registry may disclose your personal information for purposes related to your investment to their agents, contractors and service providers including those listed below or as otherwise authorised under the Privacy Act:

- the Registry and the Nominee for ongoing administration of the register;
- printers and other companies for the purposes of preparing and distributing documents and handling mail;
- market research companies for the purpose of analysing the Securityholder base and for product development and planning; and

Supplementary information

A supplementary information memorandum will be issued if Goodman becomes aware of the following prior to the quotation of the CDIs:

(a) a material statement in the Information Memorandum is misleading or deceptive;
(b) there is a material omission from the Information Memorandum;
(c) there has been a significant change affecting a matter in the Information Memorandum; or
(d) a significant new circumstance has arisen and it would have been required to be included in the Information Memorandum.

Disclosures regarding forward looking statements

This Information Memorandum contains certain “forward looking statements”. Forward looking statements can generally be identified by the use of forward looking words such as “anticipate”, “believe”, “expect”, “project”, “forecast”, “estimate”, “likely”, “intend”, “should”, “will”, “could”, “may”, “target”, “plan” and other similar expressions within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance or outlook on future earnings, distributions or financial position or performance are also forward looking statements. The forward looking statements contained in this Information Memorandum involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of Goodman, and may involve significant elements of subjective judgment and assumptions as to future events which may or may not be correct. There can be no assurance that actual outcomes will not differ materially from these forward looking statements.

Currency

Unless stated otherwise, all dollar values are in Australian dollars ($) and financial data is presented as at the date stated.

Date

This Information Memorandum is dated 22 February 2012.

- legal and accounting firms, auditors, contractors, consultants and other advisers for the purpose of administering or advising on the Stapled Securities, the Consolidation, the Restructure, potential capital reallocations, and for associated actions.

You can request access to your personal information held by or on behalf of Goodman, by contacting the Registry on 1300 723 040 (within Australia) or +61 3 9415 4043 (outside Australia). To obtain further information about Goodman’s privacy policy please contact Goodman on 1300 791 100 (within Australia) or +61 2 9230 7400 (outside Australia) or visit www.goodman.com/general/privacy.

notice of meetings and information memorandum

Contents
Chairman’s letter	5
Notice of Extraordinary General Meetings	7
1. Overview and Q&A	9
2. The Consolidation – Resolution 1	18
3. The Restructure – Resolution 2	19
4. The Hong Kong company	22
5. Constitution amendments
– Resolutions 3 and 4	25
6. Additional information	27
7. Glossary	33
Annexure A
Notes to Notice of Extraordinary General
Meetings	36
Annexure B
Hong Kong regulatory environment
and summary of rights and liabilities
of HKCo Shares	38

Goodman Group

Key dates

Announcement of half-year results, EGM for Consolidation
and Restructure, Security Purchase Plan and Small Holding
Divestment Facility1	16 February 2012
Notice of EGM with IM dispatched	22 February 2012
Latest time for receipt of Proxy Forms
and powers of attorney for the EGM	10.00am 28 March 2012
Time and date for determining entitlement to vote at the EGM	7.00pm 28 March 2012
EGM to approve Consolidation and Restructure
– GMG to announce results of meeting to ASX	10.00am 30 March 2012
Last day for trading of Stapled Securities
on a pre-Consolidation basis	3 April 2012
Deferred trading of Stapled Securities on a post-Consolidation
basis commences	4 April 2012
Record date for Consolidation	12 April 2012
Implementation of Consolidation	13 April 2012
Consolidation holding statements dispatched	18 April 2012
Last day for trading of post-Consolidation Stapled Securities
on a deferred settlement basis	18 April 2012
Timing of implementation of Restructure to depend on	To be announced but
satisfaction of any outstanding Restructure Conditions	expected to be by
	31 August 2012

Notes: 1. Goodman reserves the right to amend the timetable in its absolute discretion. 2. See Section 1.2(a) for a description of the Restructure Conditions.
Timetable following EGM assumes Resolutions are passed.
All times are Sydney time.
Further information concerning the Security Purchase Plan and Small Holding Divestment Facility is available at Goodman’s website at www.goodman.com.

notice of meetings and information memorandum

Chairman’s letter

Dear Securityholder

Goodman Group (Goodman, Group or GMG) seeks your approval at Extraordinary General Meetings (EGM) to be held at 10.00am on 30 March 2012 to authorise the Goodman Board to undertake a 5 for 1 Stapled Security consolidation (Consolidation) and internal restructure of Goodman Group by adding a new Hong Kong incorporated company, Goodman Logistics (HK) Limited (HKCo), to the existing Goodman stapled structure (Restructure) and make amendments to the Goodman Constitutions (Constitution Amendments).

The proposed Restructure using a Hong Kong domiciled company reflects Goodman’s expanding business presence within the Asia-Pacific region. It is also expected that this will improve access to the global capital markets from Hong Kong. While this is not a proposal for a dual listing in Hong Kong, it could facilitate Chinese currency bond issues and possible equity raisings on the Hong Kong Stock Exchange in the future.

Consolidation

The Directors believe it is appropriate for Goodman to consolidate the number of its Stapled Securities irrespective of whether the Restructure described below proceeds.

GMG currently has approximately eight billion Stapled Securities on issue on a fully diluted basis. The large number of securities on issue results in a lower per-security market price on ASX. It is considered that this increases volatility in GMG’s security price and impacts the market perception and attractiveness of investing in Goodman. The Directors therefore consider that it would be in the best interests of Securityholders to undertake a Consolidation, where every five Stapled Securities are consolidated into one Stapled Security. This should not result in any change to the overall value of your investment or your rights and benefits as a Securityholder.

Restructure

Goodman’s strategy continues to be for Goodman Group to expand its global presence and increase the contribution of active (management) income relative to passive (rental) income. Currently, most of Goodman Group’s profit is derived by the Trust, which benefits from flow through treatment for tax purposes. However, Australian tax rules limit the types of transactions that can be undertaken by a trust – a breach of these rules results in all Trust income being taxed at the Australian company tax rate. The Restructure will enable the Group to continue to use the trust structure, but facilitate international growth of the business where appropriate through either the Company or HKCo. Finally, the Restructure will improve the ability of the Company to pass on franking credits to Securityholders in the future.

HKCo is currently wholly owned by the Trust. If the Restructure is implemented, an interest in HKCo Shares will be distributed to Securityholders and the interest in HKCo Shares will then be stapled to the Stapled Securities. Importantly, after the Restructure, you will have the same economic interest in the operations of Goodman Group but you will hold that interest through a Stapled Security comprising an ordinary share in the Company, an ordinary unit in the Trust and a CDI[2] over an ordinary share in HKCo. Your new Stapled Securities will trade on ASX under Goodman’s existing ASX code, GMG.

The Restructure will not proceed unless the Restructure Conditions set out in Section 1.2(a) are satisfied or waived. In that event, Goodman will make an announcement to ASX to update Securityholders and advise them of the Record Date and Implementation Date for the Restructure. Subject to Securityholder approval and satisfaction of the Restructure Conditions, the Restructure is expected to be implemented on or prior to 31 August 2012.

Constitution Amendments

To enable the Restructure, amendments to the Company and Trust Constitutions will also be sought at the EGM. In addition to these technical changes, the amendments proposed also provide for greater flexibility to re-allocate capital between the Trust, the Company and HKCo in the future, should that be considered in the best interests of Goodman and Securityholders as a whole, and to make other changes which are considered appropriate for Goodman Group.

CHESS Depository Interest, being a form a beneficial ownership of a share, to facilitate trading on ASX.

Goodman Group

Important document

The Notice of Meetings set out following this letter convenes an EGM to consider an ordinary resolution to approve the Consolidation and three special resolutions to approve the Restructure and Constitution amendments (Resolutions). These matters are separate to the Goodman Security Purchase Plan offer announced 16 February 2012 and Small Holding Divestment Notice (sent to certain Securityholders on 16 February 2012). However if you acquire or continue to hold Stapled Securities as a result of that offer or notice, those Stapled Securities will be subject to the Consolidation and Restructure if they occur.

This Information Memorandum provides an explanation of the proposed Resolutions, the Consolidation, the Restructure and Constitution amendments as well as the Directors’ recommendations. We recommend that you read this Information Memorandum and Notice of Meetings in full and seek advice from your financial, taxation or other professional adviser if you have any questions about your investment in Goodman or about the impact of the Consolidation, the Restructure or any of the Resolutions on you.

The Goodman Board encourages you to attend the EGM (either in person or by proxy) and, considering that the Resolutions are in the best interests of Securityholders, unanimously recommends that you vote in favour of all Resolutions.

We look forward to your continued support of Goodman.

Yours sincerely

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Ian Ferrier Chairman

notice of meetings and information memorandum

Notice of Extraordinary General Meetings

Goodman Limited ABN 69 000 123 071 (the “Company”)

Goodman Industrial Trust ARSN 091 213 839 (the “Trust”)

Notice is hereby given that Extraordinary General Meetings of the shareholders of Goodman Limited and unitholders of Goodman Industrial Trust will be held at:

The Westin Sydney Heritage Ballroom No 1 Martin Place, Sydney, NSW

On Friday, 30 March 2012 at 10:00am (Sydney time).

Special Business

Consolidation Resolution

Resolution 1: Consolidation of Shares

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

“That for the purposes of section 254H of the Corporations Act and for all other purposes, on and from the Effective Date (being the date on which Goodman declares by an announcement to ASX that the Consolidation is to be implemented) the issued capital of the Company be consolidated on the basis that every five Shares be consolidated into one Share, and where this consolidation results in a fraction of a Share being held by a Securityholder, the Directors of the Company be authorised under rule 1.1(c) of the Constitution to round that fraction up to the nearest whole Share (subject to the Board’s discretions in rule 1.1(c )).”

The Effective Date is expected to be 13 April 2012 as set out in the timetable. In accordance with the authority under the Trust Constitution, the Units in the Trust will also be consolidated at the same time if Securityholders approve this resolution.

Goodman Group

Restructure Resolutions

Resolution 2: General approval of the Restructure

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

“That, subject to Resolutions 3 and 4 being passed, the proposed Restructure as described in the Information Memorandum accompanying this Notice be approved.”

Resolution 3: Approval of amendments to Company Constitution

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

“That, subject to Resolutions 2 and 4 being passed, the Constitution of the Company be amended with effect on and from the Effective Date (being the date on which the Company declares by an announcement to ASX that the Restructure is to be implemented) and in the manner described in the Information Memorandum accompanying this notice and shown in the copy of the Constitution submitted to the meeting and for the purposes of identification signed by the Chairman of the meeting (so that all text which is underlined in that copy is inserted into the Constitution and all text which is struck through in that copy is deleted from the Constitution).”

Resolution 4: Approval of amendments to Trust Constitution

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

“That, subject to Resolution 2 and 3 being passed, the Constitution of the Trust be amended in the manner described in the Information Memorandum accompanying this Notice and in accordance with the provisions of the Supplemental Deed Poll submitted to the meeting and for the purposes of identification signed by the Chairman of the meeting, and that the responsible entity of the Trust is authorised to execute the Supplemental Deed Poll and lodge it with the Australian Securities and Investments Commission to give effect to these amendments.”

Defined terms used in this Notice of Meetings are set out in the Glossary in Section 7 of the Information Memorandum.

Instructions on voting are set out in the Notes to the Notice of Meetings set out in Annexure A and the enclosed Proxy Form.

By order of the Boards of Goodman.

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Carl Bicego Company Secretary 22 February 2012

notice of meetings and information memorandum

1. Overview and Q&A

This section provides an overview to the Consolidation, Restructure and Constitutions amendment Resolutions and answers to some questions relating to them. Further detail is provided in the balance of the Information Memorandum which you should read fully.

1.1 The Consolidation

What is the proposed	Goodman proposes to seek your approval to consolidate Goodman’s
Consolidation?	issued capital by consolidating every 5 pre-Consolidation Stapled Securities
	into 1 post-Consolidation Stapled Security.
	For example, if you held 10,000 Stapled Securities before the Consolidation,
	you would hold 2,000 Stapled Securities after the Consolidation, but
	Goodman’s security price and the value of the distributions per Stapled
	Security should, all other things being equal, increase to refect the
	Consolidation and smaller number of Stapled Securities on issue.
	Importantly, Securityholders will all be treated fairly as a whole and will
	not lose any of the relative value of their investment in Goodman nor any
	of their rights and benefts (beyond the negligible impact of rounding
	fractional entitlements).
What is the reason for	GMG currently has approximately 8 billion Stapled Securities on issue on a
the Consolidation?	fully diluted basis. The large number of Stapled Securities on issue results in
	a lower per-security market price on ASX. It is considered that this increases
	volatility in GMG’s security price. Furthermore, demand for Goodman
	Group’s Stapled Securities may be reduced where institutional investors’
	mandates prevent them from investing in securities with a market price
	below $1.00. The Directors therefore consider that it would be in the best
	interest of Securityholders to undertake a consolidation.
Is the Consolidation	No, the Consolidation is not contingent on the Restructure being approved.
contingent on the
Restructure being
approved?
How will fractional	Not all Securityholders will hold that number of Stapled Securities which
entitlements be	can be divided evenly by 5. Where a fractional entitlement occurs, the Board
treated?	proposes rounding that fraction up to the nearest whole Stapled Security,
	provided that, in all the circumstances, it considers it fair and in the interests
	of Securityholders as a whole to do so.
What are the tax	Goodman considers that the Consolidation of Stapled Securities should not
implications of the	give rise to any tax implications for Securityholders. However, you should
Consolidation on	seek your own tax advice based on your specifc circumstances.
Securityholders?
Will the Consolidation	Employee Options and Performance Rights will be adjusted in accordance
affect other Goodman	with their terms3so that no economic beneft or detriment is given (either on
Securities?	the probability of vesting or on the return in the event that they do vest).
	Similarly, to the extent that holders of Goodman PLUS or the Exchangeable
	Hybrid Securities are delivered, or have a right to receive, Stapled Securities
	they will be adjusted so that there is no economic beneft or detriment.

Any Performance Rights on issue to employees under the Long Term Incentive Plan will be consolidated in the same ratio of 5 to 1 as the Stapled Securities. In respect of outstanding options issued under the provisions of the Employee Option Plan (EOP), the number of options will also be consolidated in the same ratio of 5 to 1 and the exercise price for those options will be amended in inverse proportion to that ratio.

Goodman Group

1.2 The Restructure

(a) Overview

What is the proposed	Goodman seeks your approval at the EGM to authorise the Goodman Board
Restructure?	to restructure your investment in Goodman by adding a Hong Kong
	incorporated company, HKCo, to the existing Goodman stapled structure.
	HKCo is currently 100% owned by the Trust.
	The Restructure will be effected by a special non-cash capital distribution
	by the Trust, known as an in-specie distribution, of interests in HKCo Shares
	in the form of CHESS Depository Instruments (CDIs), to Securityholders.
	Each CDI will be stapled to a Unit and Share to form a new Stapled Security
	(post-Consolidation).
	You will have the same economic interest in Goodman after the Restructure,
	but you will hold a Stapled Security comprising a Share, a Unit and a CDI
	representing a benefcial interest in an ordinary share in HKCo. For further
	information regarding the steps to implement the Restructure, refer
	to Section 3.3, and for further information regarding CDIs, refer to
	Section 3.4.
What are the	The purpose of the Restructure is to ensure that Goodman’s corporate and
advantages of, and	capital structure aligns with Goodman’s ongoing growth as a global owner,
reasons for, the	developer and manager of industrial property.
Restructure?
	Hong Kong is an international business centre for capital, investment and
	trade and with strong access to important markets in China, Japan and East
	Asia as well as being a bridge from which to carry out international business
	into Europe and the Americas.
	The Goodman Board believes that adding a Hong Kong based company
	to its existing dual stapled structure will support the strategy of Goodman
	Group to grow in Asia. While this is not a proposal for a dual listing in
	Hong Kong, it could facilitate Renminbi bond issues to provide debt funding
	for expansion in China or a possible dual listing or equity raisings on the
	Hong Kong Exchange in the future.
	Currently, most of Goodman Group’s proft is derived by the Trust, which
	benefts from fow through treatment for tax purposes. However, Australian
	tax rules limit the types of transactions that can be undertaken by a trust –
	a breach of these rules results in all trust income being taxed at the
	Australian company tax rate. The Restructure will enable the Group to
	continue to use the Trust structure, and facilitate international growth of the
	business where appropriate through HKCo.
	Finally, there are currently impediments which restrict the Company paying
	franked dividends. The Restructure of the Group will improve the ability of
	the Company to pay franked dividends in the future.
What are the	The Restructure is fundamentally an internal reorganisation of Goodman
disadvantages	Group and does not change Securityholders’ economic interests in the
to the Restructure?	operations of Goodman Group. However, the Goodman Board notes the
	following potential disadvantages of the Restructure proposal:
	+ Securityholders will come to have indirect exposure to HKCo through
	their holding of CDIs and, by virtue of that exposure, to the regulatory
	and economic climate of Hong Kong, including its corporate and
	securities regulatory regime, governmental policies and operating
	environments. See Annexure B for a summary of the Hong Kong
	regulatory environment and the rights and liabilities attaching to HKCo
	Shares. While the Hong Kong Companies Ordinance does not provide
	for a specifc regime for related party transactions, HKCo will be bound
	by the related party provisions of the ASX Listing Rules in addition to

notice of meetings and information memorandum

What are the disadvantages to the Restructure? (continued)

Hong Kong law provisions relating to dealing with directors and director’s interests. Further, Goodman Group will become subject to certain restrictions under the laws of Hong Kong in addition to those under Australian law.
- If any HKCo Shares are not held in the CDI program, under Hong Kong law, the issue of HKCo Shares on a non-pro rata basis requires prior member approval. There is no current intention for HKCo Shares to be held or issued outside the CDI program, but subject to any necessary ASIC or ASX modifications or waivers, Goodman reserves the right to do so.
- Goodman will incur costs associated with the Restructure (including costs associated with establishing HKCo, listing, registry and financial, legal, tax, and accounting costs). These costs are likely to be in the range of $1,000,000 to $1,200,000 (excluding GST). There will also be ongoing costs associated with maintaining HKCo as a separate entity (including administration of the CDIs) which are estimated to be approximately $150,000 (excluding GST) per annum.
- HKCo will have less flexibility to distribute income and capital (compared to the Trust) as under the laws of Hong Kong, HKCo is only able to pay dividends out of profits and a return of capital requires shareholder and court approval (whereas the Trust has a broader power to distribute capital and income without the approval of Securityholders).
- As noted on page 13, certain Securityholders may be deemed to have derived a taxable capital gain as a result of receiving the in-specie distribution under the Restructure. Following the Restructure, it is not expected that Securityholders would have any adverse tax consequences from holding their interest in HKCo through CDIs. However, tax laws may change and the application of tax laws will depend on the Securityholder’s specific circumstances. Securityholders should seek their own professional advice in relation to their tax position regarding the Restructure and holding CDIs.

The Goodman Board considers that the advantages outweigh the disadvantages of the Restructure.

What are the Restructure Conditions?

The Restructure will be conditional on the Restructure Conditions being:

- the passing of each Restructure Resolution at the EGM by special resolution;
- Goodman receiving any required financier consents to the Restructure on terms acceptable to Goodman under various finance documents;
- Goodman receiving the consent to the Restructure on terms acceptable to Goodman of the holder (CIC) of the Exchangeable Hybrid Securities;
- HKCo receiving a licence to hold its register outside Hong Kong in Australia;
- the Goodman Board announcing to ASX that the Restructure will occur and advising the Record Date and Implementation Date for the Restructure; and
- HKCo being admitted to the official list of ASX as part of Goodman Group after the Restructure, and Goodman Group being granted quotation of the Stapled Securities on the financial market operated by ASX following the Restructure.

The Restructure will not proceed unless the Restructure Conditions set out in Section 1.2(a) are satisfied or waived. Goodman will make an announcement to the ASX once the Restructure Conditions are satisfied or if Goodman believes they will not be satisfied.

Goodman Group

What are the	In the event that the Restructure Conditions are satisfed Goodman will
Restructure	advise ASX of the Record Date Implementation Date for the Restructure.
Conditions?	Subject to Securityholder approval and satisfaction of the Restructure
(continued)	Conditions, the Restructure is expected to be implemented on or prior to
	31 August 2012.
Who is HKCo?	HKCo is a newly formed company registered in Hong Kong with limited
	liability, and has no signifcant operating history. The HKCo constitution
	is substantially identical to the proposed amended Constitution of the
	Company (including stapling arrangements) with necessary changes made
	to refect applicable Hong Kong law, the issue of CDIs as part of the Stapled
	Securities and certain governance matters noted in Section 4.2. HKCo is
	currently wholly owned by the Trust. For further information on HKCo, see
	Section 4.
What is a CDI?	A CHESS Depository Interest, or CDI, is a fnancial product quoted
	on ASX that confers a benefcial interest in the foreign fnancial product
	to which it relates (in this case, HKCo Shares). Legal title to the foreign
	fnancial products is held by a nominee company (in this case, CHESS
	Depository Nominees Pty Limited (Nominee)) on behalf of CDI holders.
	Further information on CDIs can be found in Section 3.4.
What does it mean to	Under the terms of the Stapling Deed, each CDI will initially be stapled
“staple” CDIs to the	to one Share and one Unit. Once stapled to the Shares and Units, each
Stapled Securities?	CDI can only be transferred if the Share and Unit to which it is stapled
	(or a corresponding number4of such Shares or Units) is also transferred
	to the same person.

(b) Key implications of the Restructure	(b) Key implications of the Restructure
What are the key	The Restructure will not, of itself, change the underlying business or
implications of the	investments of Goodman (although certain existing Asian and European
Restructure for	businesses and assets to the value of approximately $550 million are to be
Goodman?	transferred to HKCo). Goodman Group’s business will operate and be
	managed in substantially the same way as it was managed before the
	Restructure. Goodman does not expect that there will be a material impact
	on the consolidated fnancial position or performance of Goodman as a
	result of the Restructure. If the Restructure is implemented, then at the time
	of the Restructure:

of	the Restructure:
+	equity in HKCo will equal approximately $550 million (or $0.07 per CDI
	on a pre-Consolidation basis or $0.35 per security on a post-
	Consolidation basis)5; and
+	correspondingly equity in the Trust will be reduced by approximately
	$550 million (prior to transaction costs).

	+	correspondingly equity in the Trust will be reduced by approximately $550 million (prior to transaction costs).
What are the key	+	Securityholding:
implications of the		After the Restructure, you will hold one Stapled Security (comprising one
Restructure for		Share, one Unit and one CDI) for every Stapled Security you held at the
Securityholders?		Record Date.

Tax implications: The following information provides a brief outline of the Australian tax consequences of the Restructure for Australian resident Securityholders whose Stapled Securities will be taxed under the capital gains tax provisions. By necessity it is general in nature, and does not take into account the specific circumstances of a Securityholder. You should seek your own tax advice based on your specific circumstances.
4 Currently each Share is stapled to one Unit (and from the Implementation Date, also to one CDI). The changes to the Constitutions provide that each security in the Stapled Security is stapled or attached to a corresponding number of other securities (which initially will be 1). Goodman will have power to change that corresponding number (such as in the context of a capital reallocation). For example, by way of illustration, if extra Units are issued to Stapled Securityholders which are then attached to the Stapled Securities it could mean that a Stapled Security becomes 2 Units, 1 Share and a CDI.
5 Although it should be noted that ASX will not quote a separate price for the CDI component of the Securities.

notice of meetings and information memorandum

What are the key (a) In-specie distribution implications of the You will receive a capital distribution from the Trust of $0.07 per Restructure for security on a pre-Consolidation basis (or $0.35 per security on a Securityholders? post-Consolidation basis), in the form of a CDI representing a HKCo (continued) Share. If you are subject to Australian capital gains tax on disposal of your Stapled Securities, this capital distribution will reduce the cost base of your Trust Units; the $0.07 on a pre-Consolidation basis (or $0.35 per Security on a post-Consolidation basis) and is also included in the cost base of your interest in HKCo Shares.

If the existing cost base of your Trust Units is less than $0.07 on a pre-Consolidation basis (or $0.35 per security on a post-Consolidation basis), the difference between your cost base and $0.07 on a preConsolidation basis (or $0.35 per security on a post-Consolidation basis) will be treated as a capital gain for Australian taxation purposes. For most Securityholders, the cost base of your Trust Units will be more than $0.07 on a pre-Consolidation basis. However, if you acquired your Trust Units as a result of participation in the stapling of the Company and the Trust in 2005, the cost base of your Trust Units would be nil, and accordingly the entire amount of the capital distribution of $0.07 on a pre-Consolidation basis (or $0.35 per Security on a post-Consolidation basis) would be treated as a capital gain.

(b) Holding CDIs over shares in HKCo

Hong Kong dividend withholding tax does not apply to dividends paid by HKCo. Dividends are generally subject to tax in the country of residence of the Securityholder, depending on the specific circumstances of the Securityholder. If you are an Australian resident you would include any dividends paid by HKCo in your assessable income.

Financial reporting: If the Restructure is implemented, HKCo will become an ASX listed entity and will be subject to the same continuous and periodic disclosure obligations applying to all listed entities. Securityholders will continue to be able to receive consolidated annual reports from Goodman Group. They will be in the same form as those that Securityholders currently receive from Goodman.
Dividend and distribution policy: The Restructure will not change Goodman’s distribution policy of distributing 60% of Goodman Group’s operating profit (or the taxable income of the Trust if higher). However following the Restructure the distributions may come from the Trust, the Company and/or HKCo. Under Hong Kong law, dividends from HKCo may only be paid out of profits and a return of capital requires shareholder and court approval.

How does the Restructure impact on control of Goodman?

The Restructure will have a minimal impact (if any) on the control of Goodman, as Stapled Securities will be transferrable in the same way as the Stapled Securities are currently transferrable.

Technically, any person looking to acquire a stake in Goodman Group post-Restructure may also need to consider Hong Kong securities and investment laws. See Annexure B for information about the issues arising under Hong Kong law. Note that:

- There are no current Hong Kong foreign direct ownership limits which apply to the acquisition of interests in HKCo.
- On the basis of the position immediately after completion of the Restructuring, Goodman has been advised that the stapling of HKCo to the Company and Trust will not in itself cause Goodman to become a public company for the purposes of the Hong Kong Code on Takeovers and Mergers. Therefore it is expected that the Hong Kong takeovers rules will not apply (although Hong Kong law includes broadly similar rights in respect of schemes of arrangement and a post-offer compulsory acquisition regime).

Goodman Group


How does the	However, by virtue of the stapling of HKCo to Australian listed entities,
Restructure impact on	control will be primarily, but indirectly, regulated by the Australian regime
control of Goodman?	of takeovers and schemes of arrangement applying to companies and
(continued)	managed investment schemes. That is, while neither Hong Kong law nor
	Australian law would prohibit a person acquiring a relevant interest in CDIs
	such that it or any other person’s voting power would exceed 20%, by virtue
	of the person acquiring an equivalent interest in the shares in the Company
	and units in the Trust, any such acquisition would need to comply with the
	takeover provisions of the Corporations Act which does limit acquisitions
	through the 20% takeover threshold except through permitted exceptions.
	The amendments to the Trust and Company Constitutions provide that if an
	acquirer becomes entitled to compulsorily acquire (under the Corporations
	Act) the shares in the Company and units in the Trust comprised in a
	Stapled Security, the Company and GFM may sign such documents to give
	effect to the transfer or cancellation of the CDI forming part of the Stapled
	Security to the acquirer to enable such processes to be effected in a
	manner consistent with the stapling provisions.
	While there is no current intention to issue unstapled securities, it is not
	expected that the issue of any unstapled security to another member of
	Goodman Group would affect the market for control of Goodman as the
	interest would not be external to the group.
How does the	Any equity raising contemplated by Goodman after the Restructure will
Restructure impact	need to comply with Hong Kong and Australian law. However, as
on capital raising	Securityholders will hold their interests in HKCo shares through CDIs, the
by Goodman?	Hong Kong laws applying to pro-rata issues are not anticipated to apply
	for so long as the Nominee is the sole shareholder of HKCo shares (albeit
	on behalf of the Securityholders).
Will foreign	While the proposed amendments to the Company and Trust Constitutions
Securityholders be	provide for Goodman to determine that certain Securityholders are ineligible
eligible to participate?	to participate in the Restructure (and to have their Stapled Securities sold
	through a sale nominee), as at the date of this Information Memorandum,
	Goodman is not aware of any Securityholders who would not be eligible to
	participate in the Restructure and has not determined to apply these
	provisions to any class of Securityholders at this time (see Section 6.6).
Will the Restructure	It is not expected that there will be any economic impact on other securities
affect other Goodman	on issue by members of Goodman Group.
securities?
	To the extent existing securities issued by Goodman or related entities have
	a right to be exchanged into Stapled Securities or provide a right to be
	delivered Stapled Securities, the terms will be amended so that holders
	have the same right to receive the same number of Stapled Securities
	post-Restructure.

notice of meetings and information memorandum

1.3 Constitution amendments

What changes	The proposed changes to the Constitutions provide Goodman with authority
are proposed to the	to implement the Restructure, update the stapling arrangements, provide
Company and Trust	for CDIs to form part of the Stapled Security, provide for greater fexibility in
Constitutions?	relation to future capital reallocations, enable Goodman to deal with ineligible
	foreign Securityholders as part of the Restructure or any future capital
	reallocation (through the forced sale of their Stapled Securities by a sale
	nominee), enable the stapling of the Stapled Securities to be on a basis other
	than 1:1:1 by adjustment to the corresponding number, enable the full or
	partial unstapling of the Stapled Securities, provide for the issue of unstapled
	securities (subject to receipt of any necessary ASIC or ASX modifcations or
	waivers), update Corporations Act and ASX Listing Rules references and
	remove historical references to prior equity offerings. The proposed
	Company and Trust Constitutions (marked-up to show the Constitution
	Amendments):

	securities (subject to receipt of any necessary ASIC or ASX modifcations or waivers), update Corporations Act and ASX Listing Rules references and remove historical references to prior equity offerings. The proposed Company and Trust Constitutions (marked-up to show the Constitution Amendments):
	+ are available for inspection at Goodman’s registered offce at Level 17,
	60 Castlereagh Street, Sydney NSW 2000, between the hours of 9:00am
	and 5:00pm (Sydney time) on business days until the EGM and are
	available at Goodman’s website at www.goodman.com; and
	+ will be provided to Securityholders free of charge by contacting the
	Securityholder Information Line between the hours of 9.00am and 5.00pm
	(Sydney time) on business days until the EGM.
What is the reason	The Restructure cannot proceed without the changes to the Goodman
for the Constitution	Constitutions. In the context of the Restructure it is considered appropriate to
amendments?	update the Constitutions to address the matters noted in the paragraph above.
What do the	While the Stapled Securities trade as a single instrument, the Trust,
Constitution changes	the Company and HKCo are in fact separate entities. In light of Goodman’s
provide for in respect	strategy (outlined), Goodman may need the fexibility to be able to transfer
to a capital	capital or income from one Goodman Group member to another.
reallocation?	The proposed authorisation would authorise any direct or indirect reallocation
	or reduction in income or capital from one member of Goodman Group
	to another in such manner (including across the staple) and amount as
	Goodman may determine from time to time (subject to receipt of any
	necessary ASIC or ASX modifcations or waivers). There is no current
	intention to implement any capital reallocation aside from the Restructure.
	See Section 5.2 below for further information.

1.4 EGM and Resolutions

Why is approval	Approval for the Consolidation Resolution is being sought to enable the
being sought?	consolidation of Goodman’s issued capital by the Company to consolidate
	every 5 pre-Consolidation Shares into 1 post-Consolidation Share
	(and GFM to likewise consolidate every 5 pre-Consolidation Units into
	1 post-Consolidation Unit in accordance with its powers under the Trust
	Constitution).
	In relation to the Restructure Resolutions, though the Company and
	Trust Constitutions already contemplate the stapling of additional securities
	to the Stapled Securities, the Goodman Board believes it appropriate to
	seek Securityholder approval to the Restructure as a matter of good
	governance and to better facilitate the effcient implementation of the
	Restructure. In the context of the Restructure, it is considered appropriate
	to update the Constitutions to address the matters noted in Section 1.3
	above. It is also proposed to make some other changes to the Company
	and Trust Constitutions to refect current market practice.

Goodman Group


What are the	There are four resolutions:
resolutions?
	+ one ordinary resolution to approve the Consolidation; and
	+ three special resolutions to approve the Restructure, to amend the
	Company Constitution and to amend the Trust Constitution.
	The Resolutions are set out in full in the Notice of Meetings. The
	Consolidation Resolution must be passed for the Consolidation to proceed
	and each of the Restructure Resolutions must be passed for the Restructure
	to proceed.
How do the	None of the Consolidation, Restructure or passing of the Resolutions are
Consolidation and	dependent on the outcome of the Goodman Security Purchase Plan offer
Restructure relate	(sent to Australian and New Zealand Securityholders on 22 February 2012)
to the Goodman	and Small Holding Divestment Notice (announced and sent to certain
Security Purchase	Securityholders on 16 February 2012). They are separate capital initiatives.
Plan offer and Small
Holding Divestment Notice?	The Goodman Security Purchase Plan offer (applicable to eligible Securityholders on the register as at 7.00pm (Sydney time) on 15 February
	2012) is designed to give eligible Securityholders on the register the right
	to acquire up to $2,000 worth of new Stapled Securities. Stapled Securities
	issued under the Goodman Security Purchase Plan offer will be issued after
	the EGM on 3 April 2012 and will be subject to the Consolidation and
	Restructure if they occur.
	The Small Holding Divestment Facility (applicable to Securityholders on the
	register as at 7.00pm (Sydney time) on 8 February 2012 that held a “Small
	Holding” of less than $500) gives Small Holders the opportunity to sell
	their Stapled Securities without paying brokerage unless the holder elects
	to remain a Securityholder. This sale is currently scheduled to take place
	on 3 April 2012 after the EGM and will not impact such Securityholders’ right
	to vote at the EGM.
What is the Goodman	The Goodman Board unanimously recommends that you vote in favour
Board’s	of each of the Resolutions.
recommendation?
What is the voting	The Consolidation Resolution will be passed as an ordinary resolution of the
threshold?	Company for all purposes under the Listing Rules and the Corporations Act
	if it is approved by a 50% majority of those Securityholders present and
	voting (including by proxy) on the Consolidation Resolution.
	The Restructure Resolutions will be passed as special resolutions of the
	Company and the Trust for all purposes under the Listing Rules and the
	Corporations Act if they are approved by a 75% majority of those
	Securityholders present and voting (including by proxy) on that Restructure
	Resolution.
Who is entitled	All Securityholders are eligible to vote on the Resolutions (except as set out
to vote?	below). Pursuant to regulation 7.11.37 of the Corporations Regulations 2001,
	the Goodman Board has determined that the holding of each Securityholder
	for the purposes of ascertaining the voting entitlements for the EGM will be
	as it appears in the Register at 7:00pm (Sydney time) on 28 March 2012.
	In relation to proposed resolutions of the Trust, GFM and its associates are
	not entitled to vote their interest on a resolution at the EGM if they have an
	interest in the resolution other than as a member.
When and where	The EGM has been called for 10:00am on 30 March 2012 and will be held
is the EGM?	at The Westin Sydney, Heritage Ballroom, No 1 Martin Place, Sydney.

notice of meetings and information memorandum

When and where If you cannot attend the EGM in person, you should complete the enclosed are Proxy Forms Proxy Form and return it to Computershare Investor Services Pty Limited submitted? (on behalf of Goodman Group) by:

- lodging it 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;
- faxing it to 1800 783 447 (within Australia) or + 61 3 9473 2555 (outside Australia);
- posting it in the reply paid envelope provided to (Reply Paid 1282, MELBOURNE VIC 8060);
- delivering it to the office of Computershare Investor Services Pty Limited (Level 5, 115 Grenfell Street, Adelaide, SA, 5000) or at the registered office of Goodman Group (Level 17, 60 Castlereagh Street, Sydney, NSW, 2000);
- Custodian voting – Intermediary Online subscribers only can submit their votes by visiting www.intermediaryonline.com;
- no later than 10:00am (Sydney time) on 28 March 2012, or if the EGM are adjourned, at least 48 hours before its resumption in relation to the adjourned part of the EGM.

Other

Other information on the Resolutions (including information on how to vote) can be found in the Notice of Meetings. Securityholders are encouraged to read this Information Memorandum and the Notice of Meetings in full, and attend and vote at the EGM on 30 March 2012. You should seek advice from your financial, taxation or other professional adviser if you have any questions about the Restructure, the Consolidation or how to vote on the Resolutions.

Goodman Group

2. The Consolidation

– Resolution 1

2.1 Consolidation Resolution

Resolution 1 relates to a Consolidation of every 5 pre-Consolidation Stapled Securities into 1 post-Consolidation Stapled Security.

2.2 Reasons for seeking approval

Compared to its peers listed on ASX, Goodman has a high number of securities on issue relative to its market capitalisation. The Board believes that the Consolidation will establish a security price that is more appropriate for a listed entity of Goodman’s size and more in line with other S&P/ASX50 entities.

The Board believes that the Consolidation:

- is likely to improve the market perception and attractiveness of investing in Goodman;
- will establish a security price that is more appropriate for a listed entity of Goodman’s size; and

2.3 Impact on other securities

Consolidation will not provide any economic benefit or detriment to other Goodman securities. For further information refer to Section 1.1.

2.4 Timetable for Consolidation

If the Consolidation Resolution is approved, the Consolidation will be implemented in accordance with the Key Dates timetable set out on page 5 of this Information Memorandum.

2.5 Tax implications

The Consolidation should have no tax consequences. However, you should seek your own tax advice based on your specific circumstances.

2.6 Directors recommendation

For the reasons set out in this Information Memorandum (specifically the Chairman’s letter and Sections 1.1 and 2), the Directors believe that the Consolidation is in the best interests of Securityholders and unanimously recommend that Securityholders vote in favour of Resolution 1.

- is likely to reduce the volatility of Goodman’s security price.

As the Consolidation applies equally to all members (subject only to the rounding of fractions), it will have no material effect on the percentage interest of each Securityholder. Furthermore, the aggregate value of each Securityholder’s proportional interest in Goodman should not materially change solely as a result of the Consolidation (rounding changes will be negligible).

Theoretically, in the absence of market or other events, the post-Consolidation market price of each Stapled Security should be approximately 5 times its pre-Consolidation market price. The actual effect on the per security market price will depend on a number of factors outside the control of Goodman, and the market price following Consolidation may be higher or lower than the theoretical post-Consolidation price.

notice of meetings and information memorandum

3. The Restructure – Resolution 2

3.1 Restructure Resolution

Resolution 2 seeks your approval for an internal restructure of your investment in Goodman by adding HKCo to the existing Goodman stapled structure (subject to the passing of Resolutions 3 and 4). Resolution 2 will be of no effect unless the other Restructure Resolutions are passed.

The Restructure will be effected by a special non-cash capital distribution by the Trust, known as an in-specie distribution, of interests in HKCo Shares in the form of CDIs, to Securityholders. Each CDI will be stapled to a Unit and a Share to form a new Stapled Security (postConsolidation).

You will have the same economic interest in Goodman after the Restructure, but you will hold a Stapled Security comprising a Share, a Unit and a CDI representing a beneficial interest in an ordinary share in HKCo.

3.2 Overview of Restructure

Goodman’s current corporate structure is set out below.

==> picture [198 x 112] intentionally omitted <==

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

Stapled Securityholders
Company Staple Trust
Responsible
GFM Entity
----- End of picture text -----

If the Restructure Conditions to the proposed Restructure are satisfied (see Section 1.2(a)), CDIs over HKCo Shares would be stapled to the existing Stapled Securities (postConsolidation) to create new Stapled Securities, each comprising an ordinary share in the Company, an ordinary unit in the Trust and a CDI representing a beneficial interest in an ordinary share in HKCo. The Stapled Securities will continue to trade on ASX as a single stapled security and Goodman will continue to trade under its existing ASX code, GMG.

Goodman’s proposed corporate structure under Resolution 2 is set out below.

==> picture [255 x 157] intentionally omitted <==

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

Stapled Securityholders
share unit CDI
Depository
Nominee
share
Company Staple Trust Staple HKCo
GFM Responsible
Entity
----- End of picture text -----

Goodman will seek to satisfy the Restructure Conditions as soon as it is reasonably practicable after the date of this Information Memorandum. While the Restructure Conditions are subject to third parties, Goodman does not currently anticipate any material adverse consequences in seeking or satisfying the Restructure Conditions given the nature of the Restructure.

If the Restructure Conditions are not satisfied or waived, the Restructure will not proceed at this juncture and there will be no change to your Stapled Securities. However, Goodman will still have incurred most of the transaction costs referred to in Section 1.2(a).

Goodman Group

3.3 How will the Restructure be effected?

If the Restructure proceeds, it will be implemented in conjunction with the Consolidation in accordance with the following steps.

Step	Action
1. Preliminary	Prior to implementation of the Restructure:
subscription	+ HKCo will initially be substantially capitalised at approximately $550 million;
	+ HKCo will enter into a new Stapling Deed with the Company and GFM (as
	responsible entity for the Trust) – see Section 6.2;
	+ HKCo will enter into a CDI agreement with Nominee – see Section 6.3(c); and
	+ HKCo will issue to GFM (as responsible entity for the Trust) HKCo Shares so
	that the number of HKCo Shares on issue is the same as the number of
	Stapled Securities on issue at that time.
2. Restructure	All Securityholders on the Register as at 7:00pm on the Record Date will
Record Date	participate in the Restructure and will come to hold Stapled Securities including
	CDIs. If you do not wish for this to occur, you will need to sell your Stapled
	Securities in suffcient time for the sale to be settled before the Record Date.
3. In-specie	On the Implementation Date:
distribution
	+ at 7:00pm the Trust will distribute the HKCo Shares held by GFM
	(as responsible entity of the Trust) to the Nominee on behalf of the
	Securityholders as a return of capital;
	+ HKCo will register the transfer of the HKCo Shares to the Nominee; and
	+ HKCo will notify ASX that the Nominee holds those HKCo Shares as
	depository nominee on behalf of Securityholders.
4. Issue of CDIs	Immediately after Step 3, CDIs over the HKCo Shares will be issued to
	Securityholders, in the ratio of one CDI for every Stapled Security held.
	Each CDI will be stapled to a Unit and a Share to form a new Stapled Security.
5. Holding	Holding statements are expected to be dispatched on the third Business Day
statements	after the Implementation Date. Immediately after the Restructure, Securityholders
	will hold the same number of Stapled Securities as the number of Stapled
	Securities they held in Goodman immediately before the Restructure.

notice of meetings and information memorandum

3.4 CDIs

To enable trading on the ASX trading platform, quoted securities must be uncertificated (ie no share certificate is issued to the holder). Hong Kong law does not currently provide for that and so CHESS cannot be used directly for the transfer of securities in Hong Kong companies. CHESS Depository Interests or CDIs provide a method of transferring and holding these foreign securities in CHESS.

A CDI, is a unit of beneficial ownership in a foreign security. Legal title to the foreign security is held by a nominee on behalf of CDI holders. CDIs are issued in accordance with Section 13 of the ASX Settlement Operating Rules. Further information about CDIs is available from the Registry, CHESS or any stockbroker.

3.5 Alternatives considered

The Directors considered a range of alternatives to the proposed Restructure including doing nothing or alternative means of implementation.

3.6 Directors recommendation

It was considered that the Restructure as proposed best met the strategy and objectives of Goodman and was concluded to be in the best interests of Securityholders. For these reasons and the reasons set out in this Information Memorandum (specifically the Chairman’s letter, Sections 1.2, 1.3, 1.4, 3 and 4), the Directors unanimously recommend that Securityholders vote in favour of Resolution 2.

As a result of certain ASX waivers, a holder of a CDI comprised in a Stapled Security will not be able to call for the delivery of the underlying HKCo Share (refer to Section 6.3 for details of ASX confirmations and waivers).

However, the intention of using CDIs is to give CDI holders all of the economic and other benefits which they would otherwise enjoy if they were holders of the underlying securities. In the case of the CDIs issued over HKCo Shares, the CDI holder:

- cannot vote personally at HKCo shareholder meetings, but will be given notice of all meetings and can direct the Nominee, as legal owner of the HKCo Shares, how to vote its HKCo Shares;
- is entitled to receive all of the economic benefits attaching to HKCo Shares (such as dividends, bonus issues or rights issues) as if they were the legal owners of the underlying HKCo Shares;
- is entitled to receive communications directly from HKCo, including announcements and reports;
- will receive CHESS holding statements similar to CHESS holding statements for direct holders; and
- has equivalent rights under a takeover offer as they would have if they were the holder of the HKCo Shares.

Goodman Group

4. The Hong Kong company

4.1 About HKCo

HKCo is currently wholly owned by the Trust. HKCo was registered on 18 January 2012 in Hong Kong as a company with limited liability by shares. It will apply to be registered as a foreign company under the Corporations Act.

If the Restructure is implemented:

- HKCo will initially be substantially capitalised at approximately $550 million;
- the HKCo Shares will be held by the Nominee for the benefit of Securityholders, and CDIs will be stapled to Units and Shares in accordance with the terms of the Stapling Deed (see Section 6.1); and
- HKCo will use the capital to acquire certain existing Asian and European operating and asset holding companies from the Trust and the Company after the Restructure.

After the Restructure, in addition to any Hong Kong law requirements, HKCo will be a disclosing entity and subject to the continuous disclosure requirements of the Corporations Act and the Listing Rules.

Computershare Investor Services Pty Limited will maintain the register in Australia for HKCo as well as the registers of the Company and the Trust. Securityholders and members of the public will have access to those registers in accordance with the Corporations Act.

4.2 HKCo governance arrangements after the Restructure

HKCo is a separate legal entity and will be managed by a separate board of directors, which will partially overlap with the Goodman Board. As it is intended that HKCo be a Hong Kong tax resident, the HKCo Board must be comprised of at least 50% of Hong Kong residents.

The HKCo Board will be responsible for the preparation of HKCo stand-alone accounts, the determination of dividends out of HKCo and any other non-delegable acts.

The HKCo Board will initially be comprised of four directors, who are currently on the Goodman Board or part of Goodman’s executive management team, as follows:

Details of the experience and qualifications of Messrs Ferrier and Goodman are contained in the Goodman Group annual report for the year ended 30 June 2011 (which is available at www.goodman.com).

Philip Fan was appointed as an Independent Director of Goodman on 1 December 2011. He is currently a non-executive director of Hong Kong listed China Everbright International Ltd, a company which focuses primarily on the business of environmental protection, infrastructure and property investment. Included among his other directorships, he is an independent non-executive director of Hysan Development Co Ltd and HKC Holdings Limited, both Hong Kong listed companies that are engaged in the property investment management and development and property development industries respectively. He is also a director of the Zhuhai Zhongfu Enterprise Co. Limited, a company which produces and supplies PET bottles and is listed on the Shenzhen Stock Exchange. Earlier in his career Philip was an executive director of CITIC Pacific Ltd in charge of industrial projects in the People’s Republic of China. He holds a Bachelors Degree in Industrial Engineering and a Masters Degree in Operations Research from Stanford University, as well as a Masters Degree in Management Science from Massachusetts Institute of Technology.

Mr Pearce is Goodman’s Managing Director, Greater China, responsible for the strategic development and continued expansion of the Group’s industrial investment business in the Greater China region. He joined Goodman in 2002 and has over 15 years of experience in real estate investment in the Asia Pacific region, including four years in Singapore with Ascendas Real Estate Investment Trust. Prior to joining Goodman, he was at AMP Henderson Global Investors in Sydney where he worked in various roles within the AMP Henderson Property Group, including valuation, asset management and fund management.

To be eligible for appointment as a HKCo director, a person must be a member of the Goodman Board (or nominated for election to the board of the Company) or an officer or employee of Goodman Group. This will assist in maintaining the intended tax residency of HKCo and in the respective boards of the Company, GFM and HKCo acting in a manner that supports the stapling arrangements.

	Role	Relationship with Goodman
Ian Ferrier	Chairman	Chairman of Goodman Group
Gregory Goodman	Executive Director and	Chief Executive Offcer of Goodman Group
	Chief Executive Offcer
Philip Fan	Independent Director	HongKongresident and Goodman Director
Philip Pearce	Executive Director	HongKongresident Goodman executive

notice of meetings and information memorandum

In accordance with ASX Listing Rule 14.4, the HKCo directors will stand for re-election every 3 years (other than Gregory Goodman who is the managing director of the Group and therefore exempt from the rotation requirement).

The fees paid to non-executive directors of HKCo will be paid out of the same aggregate director fees last approved by Goodman Group in general meeting and will be subject to variation to the extent approved in accordance with the ASX Listing Rules.

Each of the Goodman Board and HKCo Board must exercise their respective functions diligently and, to the extent permitted by law, in the best interests of Securityholders as a whole (rather than the individual entity).

The HKCo Board will be governed by Hong Kong law (including the Companies Ordinance). See Annexure B for a summary of the Hong Kong regulatory environment and rights and liabilities attached to HKCo Shares. HKCo will also be subject to the ASX Listing Rules and the Corporations Act requirements for registered foreign companies.

Goodman does not envisage any change to its compliance with ASX Corporate Governance Principles and Recommendations as a result of the Restructure except as outlined above. However, if any such change occurs, it will be disclosed in Goodman’s Annual Report.

4.3 Financial information on HKCo
(a) Financial position of HKCo: HKCo was incorporated on 18 January 2012 in Hong Kong and has no significant operating history. Subject to the Restructure Resolutions being approved and satisfaction of the Restructure Conditions, the Trust will subscribe for approximately $550 million of equity in HKCo. After the Restructure, HKCo will use this capital to acquire certain Asian and European operating and asset holding companies from the Trust and the Company. Except for the nominal subscriber capital and the proposed $550 million equity subscription, HKCo has not raised any capital in the three months before the date of this Information Memorandum and will not need to raise any capital for the three months after the date of this Information Memorandum (although Goodman reserves the right to issue further Stapled Securities from time to time).
(c) Financing policy: HKCo may use any fund raising activity deemed appropriate by the HKCo Board to raise funds for future investments (as long as it complies with the HKCo Constitution, the Corporations Act, the Companies Ordinance, the Listing Rules, the general laws of Australia, Hong Kong and any other applicable laws, and the Stapling Deed).
(d) Distribution policy: Goodman is expected to maintain its distribution policy of distributing 60% of operating profit (or the taxable income of the Trust if higher). However following the Restructure the distributions may come from the Trust, the Company and/or HKCo. Under Hong Kong law, HKCo can only pay dividends out of profits and a return of capital requires shareholder and Court approval.
(e) No forecasts: The Goodman Board has not made a forecast of the earnings of HKCo as a stand-alone entity as HKCo will form part of Goodman Group, the CDIs will not trade separately and Securityholders already have the same economic exposure to its initial underlying assets. The Restructure is not expected to affect any prior earnings guidance provided by Goodman.
(f) Exchange rate hedging policy and borrowing policy: It is expected that HKCo’s policy on exchange rate hedging and borrowing will align with Goodman’s current policy (see page 56 of the Annual Report for further details).
(g) Litigation and claims: Goodman is not aware or any current or threatened litigation, arbitration proceeding or claim in which HKCo is directly or indirectly concerned which is likely to have a material adverse impact on the business or financial position of HKCo or Goodman Group.
(b) Financial year end: The financial year end for HKCo is 30 June each year. The Company and the Trust also share the same financial year end.

Goodman Group

4.4 Risks specific to the Restructure and HKCo

After the Restructure, you will have the same economic interest in the operations of Goodman Group but you will hold that interest through a Stapled Security.

Accordingly, this section only sets out the additional risks to Securityholders as a result of the Restructure and holding part of your economic interest through a CDI (representing a HKCo Share), which are as follows:

(a) Hong Kong law applies to HKCo: HKCo is incorporated in Hong Kong rather than Australia. HKCo and the HKCo Shares are subject to the regulatory and economic climate of Hong Kong, including its corporate and securities regulatory regime, governmental policies and operating environments. Refer to Annexure B for further details regarding the Hong Kong laws to which HKCo and the HKCo Shares will be subject.
(b) Securityholder approval may be required for non-pro-rata capital raisings: If any HKCo Shares are not held in the CDI program, under Hong Kong law, the issue of HKCo Shares on a non-pro rata basis requires prior member approval. There is no current intention for HKCo Shares to be held outside the CDI program, but subject to any necessary ASIC or ASX modifications or waivers, Goodman reserves the right to do so.
(e) Tax implications of holding CDIs over shares in HKCo: As noted in Section 1.2, it is not expected that Securityholders would have any adverse tax consequences from holding their interest in HKCo through CDIs. However, tax laws may change and the application of tax laws will depend on the Securityholder’s specific circumstances. Securityholders should seek their own professional advice in relation to their tax position.

4.5 HKCo constitution

The HKCo constitution will be identical to the proposed amended constitution of the Company in all material respects with necessary changes made to reflect applicable Hong Kong law, the issue of CDIs as part of the Stapled Securities and the matters noted in Section 4.2.

The proposed HKCo Constitution:

- is available for inspection at Goodman’s registered office at Level 17, 60 Castlereagh Street, Sydney NSW 2000 between the hours of 9:00am and 5:00pm (Sydney time) on business days until the EGM and are available at Goodman’s website at www.goodman.com.
- will be provided to Securityholders free of charge by contacting the Information Line between the hours of 9:00am and 5:00pm on business days until the EGM.
(c) HKCo distributions: HKCo will have less flexibility to distribute income and capital (compared to the Trust) as under the laws of Hong Kong, HKCo is only able to pay dividends out of profits and a return of capital requires shareholder and court approval (whereas the Trust has a broader power to distribute capital and income without the approval of Securityholders).
(d) Tax implications of the Restructure: As noted in Section 1.2, certain Securityholders may be deemed to have derived a taxable capital gain as a result of receiving the in specie distribution under the Restructure.

notice of meetings and information memorandum

5. Constitution amendments – Resolutions 3 and 4

5.1 Changes to the Goodman Constitutions

The proposed changes to the Company and Trust Constitutions are to specifically enable Goodman to implement the Restructure (including the steps set out in Section 3.3) and, should it determine to do so in the future, a capital reallocation. Under these changes Goodman is appointed as Securityholders’ attorney to sign all documents and do all things required to give effect to the Restructure or capital reallocation (as the case may be).

Consequential changes are also proposed to the Company and Trust Constitutions to:

(a) update the stapling arrangements (including to facilitate transactions between members of Goodman Group without Securityholder approval);
(b) provide for CDIs (and the interest in the HKCo Share) to form part of the Stapled Security;
(c) provide for greater flexibility in capital reallocation between the Company, Trust and HKCo (see further section 5.2);
(d) enable Goodman to deal with designated foreign Securityholders as part of the Restructure or any capital reallocation (through the forced sale of their Stapled Securities by a sale nominee) subject to receipt of ASIC modification to enable unequal treatment between Securityholders. Goodman has the power to designate a Securityholder as a designated foreign Securityholder where it reasonably considers that it would be unreasonable to enable the Securityholder to participate in the Restructure or any capital reallocation having regard to the number of foreign Securityholders in that foreign place, the number and value of Stapled Securities that may be transferred to foreign Securityholders in that foreign place and the cost of complying with the legal requirements and requirements of any regulatory authority applicable to the transfer of such Stapled Securities in that foreign place;
(e) enable the stapling of the Stapled Securities to be on a basis other than 1:1:1 by adjustment to the corresponding number[6] ;
(f) enable the unstapling of some or all of the Stapled Securities with Securityholder approval by special resolution;
(g) provide for the capacity to issue unstapled securities subject to receipt of any necessary ASIC or ASX modifications or waivers (the decision to grant such modifications or waivers is a matter in the relevant discretion of ASIC and ASX and may be not granted or granted on such conditions as ASIC or ASX think fit including seeking Securityholder approval);
(h) update Corporations Act and ASX Listing Rules references (including changing the period to nominate as a Director to 35 business days before a general meeting);
(i) enable the Company or the Trust to enforce provisions in the HKCo Constitution which would bind the Securityholders if they were a legal holder of HKCo Shares rather than holding their interest in HKCo through a CDI;
(j) enable the Company or Trust to sign any documents required to transfer or cancel CDIs forming part of the Stapled Securities to be acquired or cancelled pursuant to the implementation of a scheme of arrangement or the exercise of the compulsory acquisition provisions of the Corporations Act; and
(k) remove historical references to prior equity offerings.

The proposed Constitutions (marked-up to show the Constitution Amendments) are available for inspection at Goodman’s registered office at Level 17, 60 Castlereagh Street, Sydney NSW, 2000 between the hours of 9:00am and 5:00pm (Sydney time) on business days until the EGM and are available on Goodman’s website at www.goodman.com.

6 Currently each Share is stapled to one Unit (and from the Implementation Date, also to one CDI). The changes to the constitutions provide that each security in the Stapled Security is stapled or attached to a corresponding number of other securities (which initially will be 1). Goodman will have power to change that corresponding number (such as in the context of a capital reallocation). For example, by way of illustration, if extra Units are issued to Stapled Securityholders which are then attached to the Stapled Securities it could mean that a Stapled Security becomes 2 Units, 1 Share and 1 CDI.

Goodman Group

5.2 Capital reallocations

While the Stapled Securities trade as a single instrument, the Trust, the Company and HKCo are in fact separate entities. Goodman may need the flexibility to be able transfer capital to or from the Trust, Company and HKCo and another member of Goodman Group due to a range of reasons including accounting, taxation, financing and operational requirements of Goodman Group.

The proposed changes to the Trust and Company Constitutions would authorise any direct or indirect reallocation or reduction in capital to or from the Trust, Company and HKCo and another member of Goodman Group in such manner and amount as Goodman may determine from time to time, including by:

(a) making a cash distribution of capital from one member of Goodman Group to Securityholders which is applied to subscribe for fully paid securities in another member of Goodman Group potentially with an adjustment to the corresponding number;
(b) subscribing for fully paid securities in another member of Goodman Group and resolving to distribute such securities as a distribution of capital from another member of Goodman Group to its Securityholders potentially with an adjustment to the corresponding number; or
(c) one member of Goodman Group subscribing for shares, securities or financial products in another member of Goodman Group or issuing to another member of Goodman Group securities or financial products in itself.

Any capital reallocation would fundamentally be an internal reorganisation of Goodman Group and Securityholders’ interests in Goodman. The nature and type of any future capital reallocation will depend on the circumstances at the time, and would be subject to compliance with applicable rules and regulations including the Corporations Act and ASX Listing Rules.

The Goodman Board notes the following potential risks and disadvantages of any capital reallocation:

(a) in approving the changes to the Trust and Company Constitutions, Securityholders are potentially removing their right to approve a specific capital reallocation proposal in the future. The authorisation is designed to permit capital reallocations without the need for seeking further Securityholder approval, except to the extent required by law.
(b) transaction costs including tax or stamp duty may be incurred by Goodman Group in any capital reallocation. The amount of these costs will depend on the nature of any future capital reallocation.
(c) there may be taxation impacts for Securityholders (especially if there is a return of capital) but the nature and extent of those impacts cannot be outlined as it will depend on the facts at the relevant time.
(d) certain Securityholders may be ineligible to participate in a capital reallocation (and thus will have their Stapled Securities sold through a sale nominee).

The Board will take into account the advantages and disadvantages prior to determining whether to implement any capital reallocation, and whether to seek Securityholder approval for a capital reallocation.

5.3 Directors recommendation

For the reasons set out in this Information Memorandum (specifically the Chairman’s letter, Sections 1.2, 1.3, 1.4, 3 and 4), the Directors believe that the Constitution Amendments are in the best interests of Securityholders and unanimously recommend that Securityholders vote in favour of Resolutions 3 and 4.

There is no current intention to implement any capital reallocation aside from the Restructure, but Goodman reserves the right to proceed with one if in the circumstances it is considered appropriate and any necessary ASIC or ASX modifications or waivers are obtained.

notice of meetings and information memorandum

6. Additional information

6.1 Implementation Deed

The Company, GFM (in its capacity as the responsible entity of the Trust) and HKCo (Goodman Group) have entered into an Implementation Deed obliging each other to take all steps required to implement the Restructure (including the steps set out in Section 3.3) subject to the satisfaction or waiver of the Restructure Conditions. The Implementation Deed terminates on 31 August 2012 unless otherwise agreed by Goodman Group.

6.2 Stapling Deed

Goodman Group will enter into a new Stapling Deed prior to implementation of the Restructure. It will only take effect relative to HKCo on the Implementation Date and will restate and confirm the existing Stapling Deed. The Stapling Deed sets out the terms and conditions which will govern the relationship between these parties in respect of the Stapled Securities. This Stapling Deed will replace the stapling deed entered into between the Company and GFM (in its capacity as the responsible entity of the Trust) dated 25 January 2005. They key terms of the new Stapling Deed are as follows:

Co-operation	Goodman Group must co-operate and consult with each other in respect
and consultation	of all matters relating to the Stapled Securities.
Dealings in Stapled	Goodman Group must not do (or refrain from doing) any act, matter or thing
Securities	if to do so (or to refrain from doing so) would result directly or indirectly in
	any Share, Unit or CDI no longer being stapled as a Stapled Security.
	Unstapling must not occur unless:
	+ it has been approved by Securityholders by a special resolution;
	+ the stapling is no longer permitted under the Listing Rules; or
	+ a Goodman Group member commences winding up.
	No Goodman Group Member may consolidate, sub-divide, buy back,
	repurchase or redeem its Shares, Units or HKCo Shares and CDIs (as the
	case may be) unless the other Stapled Entities take the equivalent action
	in respect of their securities.
	This will apply to any capital reallocation.
Allocation of issue	Goodman Group must agree from time to time, on the basis of fair value,
price	what part of the amount payable for the issue of a Stapled Security is to
	represent the issue price of each component security, in accordance with
	the Goodman Constituent Documents.
Corporate actions	+ Each Goodman Group member must give written notice to, and consult
	with, each other Goodman Group member before acquiring or disposing
	of an asset which comprises 5% or more of the consolidated net
	tangible assets of the Goodman Group.
	+ No Goodman Group member may borrow or raise money amounting
	to 5% or more of the consolidated net tangible assets of the Goodman
	Group except by agreement with the other Stapled Entities and subject
	to certain other terms.
Retirement of the	If GFM retires as the responsible entity of the Trust, then GFM must use
responsible entity	its best endeavours to procure that the new responsible entity assumes
	the obligations of GFM under the Stapling Deed. Upon the new responsible
	entity assuming these obligations, GFM will be discharged and released
	from their obligations under the Stapling Deed other than in relation to any
	negligence, fraud or breach of the Stapling Deed by GFM.

Goodman Group

Limited liability of responsible entity

Any liability of GFM in its capacity as responsible entity of the Trust arising in connection with the Stapling Deed can only be enforced against GFM to the extent to which the liability can be satisfied out of the Trust’s assets. This limitation does not apply in the case of negligence with wilful misconduct or breach of trust by GFM.

6.3 ASX listing

(a) Trading

The Restructure is conditional on, amongst other things, ASX approving HKCo for inclusion on the official list of ASX.

If the Resolutions are approved by the requisite majority of Securityholders at the EGM, Goodman will apply to ASX for HKCo to be admitted to the official list of ASX as part of Goodman Group after the Restructure, and for the Stapled Securities to be granted quotation on the financial market operated by ASX following the Restructure. No assurance can be given that ASX will allow the application.

(b) ASX waivers and confirmations

The Company, GFM (as responsible entity for the Trust) and HKCo have applied to ASX and received in principle waivers in relation to the requirements of the following Listing Rules:

(i) a waiver from Condition 7 of Listing Rule 1.1 to the extent necessary to permit HKCo not to have at least 500 Securityholders with a parcel of Stapled Securities valued at $2,000 or more, on the condition that there are at least 500 Securityholders each holding a parcel of Stapled Securities with a value of at least $2,000;
(ii) a waiver from Condition 2 of Listing Rule 2.1 to the extent necessary to permit CDIs to be issued for an issue price and paid up value of less than $0.20 on the basis that the value of each Stapled Security (rather than each individual CDI) will have an issue price and paid up value of at least $0.20;
(iii) a waiver from Listing Rule 6.23.4 to the extent necessary to permit Goodman to amend, without seeking Securityholder approval, the terms of its issued options and Performance Rights such that a Stapled Security is issued to the holder;
(iv) a waiver from Listing Rule 6.24 in respect of Clause 1 of Appendix 6A to the extent necessary that the rate of a dividend or distribution for Goodman Group need not be advised to ASX on announcement, on the condition that an estimated dividend or distribution rate is advised to ASX and the actual rate is advised to ASX as soon as it becomes known;
(v) a waiver from Listing Rule 8.10 to the extent necessary to permit each of the Company, GFM (as responsible entity of the Trust) and HKCo to refuse to register a transfer of a security that is a component part of a Stapled Security if it is not accompanied by a transfer in respect of the other component parts of the Stapled Security;
(vi) a waiver from Listing Rule 10.1 to allow the transfer of assets and other relevant dealings between Goodman Group (and their respective subsidiaries and sub-trusts) without the need for member approval, on the condition that each CDI is stapled to a Share and a Unit; and
(vii) a waiver from ASX Settlement Operating Rules 13.3.1, 13.3.2, 13.3.3 and 13.5.12 (preventing a Securityholder from converting their CDIs to a direct holding of the underlying HKCo Shares) on the condition that the waivers only apply while HKCo forms part of the Goodman Group and the CDIs (representing HKCo Shares) are stapled to ordinary shares in the Company and units in the Trust.

Goodman has also applied to ASX and received in principle confirmations for the following:

(viii) confirmation that this Information Memorandum is sufficient (and that a prospectus or product disclosure statement will not be required) for the purposes of:
(a) the listing of HKCo as part of Goodman Group under Listing Rule 1.1, Condition 3; and
(b) the application for HKCo to act as Principal Issuer in relation to the CDIs and to have the CDIs approved for quotation on ASX under ASX Operating Rules Procedure 8.1.1,
(ix) confirmation that the constituent documents, structure and operations of Goodman Group will be appropriate for a listed entity after the Restructure;

notice of meetings and information memorandum

(x) confirmation that disclosure by one Goodman Group member of matters in respect of a component part of the Stapled Securities will satisfy the disclosure obligations of the other Stapled Entities in respect of the other components of the Stapled Securities in relation to the same subject matter;
(xi) confirmation that compliance with Listing Rule 7.17 is not required with respect to the Restructure;
(xii) confirmation that ASX will exercise its discretion under Listing Rule 9.1.3 to provide that restrictions in Appendix 9B (or any other restrictions) do not apply to Stapled Securities;
(xiii) confirmation that compliance with Listing Rules 11.1 and 11.2 is not required with respect to the Restructure;
(xiv) confirmation that Stapled Securities are equity securities for the purposes of ASX Settlement Operating Rules and Listing Rules; and
(xv) confirmation that the Goodman Group Chief Executive Officer, if he or she is a director of HKCo, will be treated as the managing director of HKCo and exempt from the requirement under Listing Rule 14.4 to stand for re-election every 3 years.

Goodman proposes to apply for waivers from Listing Rule 2.4, 7.1 and 10.11 in relation to the capacity of Goodman to issue unstapled securities.

(c) Nominee Agreement

HKCo proposes to enter into an agreement with Nominee which, amongst other things, appoints Nominee as depository nominee for the purposes of complying with the ASX Settlement Operating Rules in respect to the CDIs, and grants a power of attorney from Nominee (as legal holder of HKCo Shares) to HKCo or its delegate to do all such things which are required to be done under ASX Settlement Operating Rules to facilitate the operation of the CDIs.

(d) Disclosure

As a listed disclosing entity, HKCo will (along with the Company and the Trust) be subject to the regular reporting and continuous disclosure requirements of the Corporations Act and the Listing Rules. These require Goodman to notify ASX of information about specified matters and events as they occur for the purpose of making that information available to the market. In particular, Goodman must (subject to certain limitations) notify ASX immediately on becoming

aware of information which a reasonable person would expect to have a material effect on the price or value of Stapled Securities.

Goodman has made, and will continue to make, disclosures to ASX including the release of the Goodman consolidated financial results for the year ended 30 June 2011, prior to the quotation of the CDIs. These disclosures can be found on ASX website at www.asx.com.au and you should read those disclosures with this Information Memorandum.

6.4 ASIC relief

HKCo, along with the Company and GFM (as responsible entity of the Trust), has applied to ASIC and received approval in-principle for relief from various requirements of the Corporations Act, including the following:

(a) relief from section 208(2) (as inserted by section 601LC) to allow GFM (as responsible entity of the Trust) to give financial benefits out of scheme property to other Stapled Entities and their respective wholly owned entities;
(b) relief from sections 601FC(1)(c) and 601FD(1) (c) to allow GFM and its officers to act in the best interests of Securityholders as a whole, rather than just the interests of Unitholders alone;
(c) relief from sections 601FC(1)(e), 601FD(1)(d), 601FD(1)(e) and 601FE(1) to allow GFM and its directors, officers and employees to use information acquired in its role as responsible entity of the Trust to the advantage of Securityholders as a whole;
(d) relief from sections 601FD(1)(e) and 601FE(1) (b) to require GFM’s officers and employees not to make improper use of their position to cause detriment having regard to Securityholders as a whole;
(e) relief from section 601GAA (as notionally inserted into the Corporations Act by ASIC Class Order CO 05/26) to allow the Trust Constitutions to permit the responsible entity, from time to time, to determine the issue price of interests that are component parts of Stapled Securities;
(f) relief from Parts 6D.2 and 7.9 to permit Goodman Group to apply dividends and distributions payable in respect of Shares, Units and CDIs together, to the acquisition of additional Stapled Securities, without the issue of a prospectus or product disclosure statement;

Goodman Group

(g) relief from Part 6D.2 to allow the in-specie distribution, subsequent issue of CDIs to existing Securityholders, and subsequent on-sale of those CDIs, without the issue of a prospectus or product disclosure statement;
(h) relief from sections 707(3) and (4) to allow the issue of CDIs to (and on sale by) holders of Goodman PLUS, Exchangeable Hybrid Securities, Goodman executive options or Performance Rights, without the issue of a prospectus or product disclosure statement; and
(i) relief to enable HKCo to be taken to be the issuer of CDIs forming part of a Stapled Security, for Goodman to utilise a low document offering under section 708A, 708AA or 713 and facilitate the on-sale of Stapled Securities including CDIs on the basis that the Stapled Securities trade as such on the ASX subject to certain conditions.

Further ASIC relief (or amendments to existing relief) will be required in the event that Goodman wishes to make further offers of Performance Rights.

6.5 Interests of Directors

The members of the HKCo Board as at the date of this Information Memorandum are listed in Section 4.2. Directors of HK Co will not receive any additional payment for acting as director (refer to Section 4.2 regarding aggregate non-executive Director fees).

The Goodman Constituent Documents each contain provisions indemnifying past and present Directors and secretaries of the Company, GFM (as responsible entity of the Trust) and HKCo (as appropriate) from any liabilities or costs incurred in the discharge of their duties, except in the case of fraud or dishonesty. The Company and HKCo may each take out insurance cover accordingly.

At the date of this Information Memorandum, the Goodman Board and the HKCo Board hold Stapled Securities as set out below. If the Restructure proceeds, those Directors will receive the equivalent number of CDIs to the number of Units held at the Record Date.

HKCo is not acquiring any property from any Directors as part of the Restructure.

	Relevant interest in Stapled Securities*
Ian Ferrier	447,429 Securities
Gregory Goodman	5,955,992 Securities under Employee Securities Acquisition Plan
	9,700,000 Options under Executive Option Plan
	12,453,846 Performance Rights under Long Term Incentive Plan
	225,384,615 Securities (through the Relevant Interests of Goodman Holdings
	PtyLimited)
Anne Keating	304,866 Securities
Jim Sloman, OAM	283,515 Securities
John Harkness	324,756 Securities
Phil Pryke	541,160 Securities
Philip Pearce	203,688 Securities
	3,350,000 Options under Executive Option Plan
	2,915,064 Performance rights under LongTerm Incentive Plan
Philip Fan	Nil

*As at 16 February 2012.

Mr Goodman’s interests equate to approximately 3.0% of the total Securities on issue and the interests of the other Directors in aggregate equate to approximately than 0.3% of the total Securities on issue.

notice of meetings and information memorandum

6.6 Jurisdictional disclaimers and warnings

(a) United States

The issuance of the interests in HKCo Shares in the form of CDIs is not a sale of a security under the United States of America (United States) Securities Act of 1933, as amended (the Securities Act). None of the HKCo Shares, CDIs or Stapled Securities have been or will be registered under the Securities Act, or any applicable United States state securities laws. Such securities may not be offered, sold or re-sold in the United States unless such securities have been registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.

The proposed Restructure and the issuance of the interests in HKCo Shares in the form of CDIs are subject to Australian disclosure requirements, which are different from those of the United States. It may be difficult for you to enforce your rights and any claim you may have arising under the United States federal securities laws, as the Company, GFM and the Trust are located in Australia and HKCo is located in Hong Kong, and some or all of their respective officers and directors may be residents of countries other than the United States. You may not be able to sue the Company, GFM, the Trust, HKCo or their respective officers or directors in a non-United States court for violations of the United States securities laws. It may be difficult to compel the Company, GFM, the Trust, HKCo and their respective officers and directors to subject themselves to a United States court’s judgment.

(b) EEA

This Information Memorandum is not, and is not intended to be a disclosure document within the meaning of section 9 of the Corporations Act or a Product Disclosure Statement for the purposes of Chapter 7 of that Act. No action has been taken by Goodman that would permit a public offering of CDIs in Australia. In particular, this Information Memorandum has not been lodged or registered with ASIC. Offshore associates of Goodman must not acquire HKCo interests.

This Information Memorandum has been prepared on the basis that any offers of CDIs in any Member State of the European Economic Area (“EEA”) which has implemented the Prospectus Directive (2003171/ EC) (each, a “Relevant Member State”), will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of CDIs. Accordingly, any person making or intending to make an offer in that Relevant Member State of CDIs which are the subject of the offering contemplated in this Information Memorandum, may only do so in circumstances in which no obligation arises for Goodman or any of the initial purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus

pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither Goodman nor any person who acquires CDIs or Stapled Securities have authorised, nor do they authorise, the making of any offer of CDIs in circumstances in which an obligation arises for Goodman or the initial purchasers to publish or supplement a prospectus for such offer.

For the purposes of this provision, the expression “an offer of HKCo Interests to the public in relation to HKCo Interests in any Relevant Member State” means the communication in any form and by any means of sufficient information on the terms of the offer and the HKCo Interests to be offered so as to enable an investor to decide to purchase or subscribe the HKCo Interests, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.

(c) United Kingdom

This document is being distributed in the United Kingdom only to (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order), (b) high net worth entities falling within Article 49(2)(a) to (d) of the Order and (c) members or creditors of the Company falling within Article 43 of the Order (all such persons together being referred to as relevant persons). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

(d) Singapore

Neither the HKCo Shares, CDIs nor the Stapled Securities have been, nor will they be, registered with the Monetary Authority of Singapore (MAS), and this document has not been, nor will be, lodged with or registered as a prospectus by the MAS. Accordingly, any offer or transaction in relation to the HKCo Shares, CDIs or Stapled Securities may only be made and any document in connection with such offer or transaction may only be distributed (a) in circumstances where the Securities and Futures Act, Chapter 289 of Singapore (SFA) does not apply, (b) pursuant to, and in accordance with the conditions of, an applicable exemption under the SFA, or (c) if a prospectus is registered pursuant to the SFA.

Goodman Group

6.7 Consents

Each of the members of the Goodman Board and the HKCo Board has consented to the lodgement of this Information Memorandum with ASIC.

Allen & Overy has given – and not withdrawn – its consent to be named in this Information Memorandum as Australian and Hong Kong legal advisers to Goodman and HKCo. It takes no responsibility for any part of this Information Memorandum other than reference to its name.

Computershare Investor Services Pty Limited has given – and not withdrawn – its consent to be named in this Information Memorandum as Registry for Goodman both before and after the Restructure.

==> picture [173 x 69] intentionally omitted <==

Signed by Greg Goodman

on behalf of each of the members of the Goodman Board and HKCo Board.

22 February 2012

notice of meetings and information memorandum

7. Glossary

The following definitions apply throughout this Information Memorandum unless the context requires otherwise:

Annual Report	the report as provided to Securityholders on 28 September 2011 that
	includes the Directors’ report, the fnancial report and the independent
	auditor’s report for the year ended 30 June 2011.
ASIC	Australian Securities and Investments Commission.
ASX	ASX Limited, or the market operated by it as the context requires.
ASX Settlement	the Settlement Operating Rules of ASX, available on ASX website
Operating Rules	www.asx.com.au.
Business Day	has the meaning given in the Listing Rules.
CDI	CHESS depository instrument over a HKCo Share.
CHESS	the Clearing House Electronic Subregister System operated by ASX.
Company	Goodman Limited (ABN 69 000 123 071).
Companies Ordinance	the Companies Ordinance, Chapter 32 of the Laws of Hong Kong.
Consolidation	means consolidating every 5 pre-consolidation Stapled Securities into 1
	post-consolidation Stapled Security.
Consolidation	Resolution 1.
Resolution
Constitution	the amendments to the Company Constitution and the Trust Constitution
Amendments	to implement the Consolidation and Restructure.
Corporations Act	the Corporations Act 2001 (Cth).
Director	a director of the Company and/or GFM as the context requires.
Distribution	the in specie distribution of HKCo Shares from the Trust contemplated by
	the Restructure.
EGM	Extraordinary General Meeting of the shareholders of Goodman Limited and
	unitholders of Goodman Industrial Trust to be held at The Westin Sydney,
	Heritage Ballroom, No 1 Martin Place, Sydney, NSW at 10.00am (Sydney
	time) on 30 March 2012.
Exchangeable Hybrid	perpetual, unsecured, subordinated securities issued by GFM in its capacity
Securities	as trustee of the China Hybrid Investment Sub-Trust, exchangeable into
	Stapled Securities.
GFM	Goodman Funds Management Limited (ABN 48 067 796 641).

Goodman Group


Goodman or Goodman	1. before the Restructure, the Company and the Trust (and where the
Group	context requires, GFM as responsible entity for the Trust); and
	2. after the Restructure, HKCo, 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, andGoodman
	Group membermeans any one of them.
Goodman Board	the board of Directors of the Company and GFM.
Goodman PLUS	Goodman Perpetual Listed Unsecured Securities issued by GFM
	as responsible entity of the Goodman PLUS Trust ARSN 128 290 808.
Goodman Constitutions	the Constitution of the Company, the Constitution of the Trust, and the
	Memorandum and Articles of Association of HKCo.
Hong Kong	the Hong Kong Special Administrative Region of the Peoples’ Republic
	of China.
HKCo	Goodman Logistics (HK) Limited, a company incorporated in Hong Kong.
HKCo Share	an ordinary share in HKCo (under the Restructure, a benefcial interest in
	such share (in the form of a CDI) will be stapled to form part of a Stapled
	Security).
Implementation	implementation of the Restructure in accordance with the
	Implementation Deed.
Implementation Date	the date determined in accordance with the Implementation Deed.
Implementation Deed	the implementation deed dated on or about 22 February 2012 between
	Goodman Group in relation to the Restructure.
Listing Rules	the listing rules of ASX.
Memorandum and	the memorandum and articles of association of HKCo.
Articles of Association
Nominee	CHESS Depository Nominees Pty Limited, a wholly owned subsidiary of ASX.
Notice of Meetings	the Notice of Meetings in respect of the EGM.
Performance Right	a right to acquire a Stapled Security without payment of an exercise price.
Record Date	7:00pm on the date advised by Goodman to ASX to be the record date for
	the Restructure.
Register	the register of Securityholders.
Registry	Computershare Investor Services Pty Limited.
Related Body	has the meaning given in section 50 of the Corporations Act.
Corporate
Resolutions	the resolutions set out as in the Notice of Meetings.

notice of meetings and information memorandum


Restructure	the potential stapling of a CDI to Goodman’s current dual stapled structure
	to create a triple stapled structure under which Shares, Units and CDIs will
	be stapled together.
Restructure Conditions	the conditions to the Restructure set out in Section 1.2(a).
Restructure	Resolutions 2, 3 and 4.
Resolutions
Share	an ordinary share in the Company.
SFC	Hong Kong Securities and Futures Commission.
Stapled Security	a share in the Company stapled to a unit in the Trust and following the
	Restructure also stapled to a CDI.
Securityholder	a registered holder of Stapled Securities.
Stapling Deed	the new stapling deed to be entered into between the Company, GFM
	(as responsible entity of the Trust) and HKCo prior to Implementation.
Trust	Goodman Industrial Trust (ARSN 091 213 839).
Unit	an ordinary unit in the Trust.
Unitholder	a holder of a Unit.

Goodman Group

Annexure A

Notes to Notice of Extraordinary General Meetings

Required majority

Resolution 1 will be passed as an ordinary resolution of the Company for all purposes under the Corporations Act if it is approved by at least 50% of the votes cast of those Securityholders present and voting (including by proxy) at the Meetings.

Resolutions 2, 3 and 4 will be passed as special resolutions of the Company and/or the Trust (where applicable) for all purposes under the Listing Rules and the Corporations Act if they are approved by at least 75% of the votes cast 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 7:00pm (Sydney time) on 28 March 2012. In relation to proposed resolutions of the Trust, GFM and its associates are not entitled to vote their interest on a resolution at the EGM if they have an interest in the resolution other than as a member.

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 that 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.investorcentre.com.

Voting by proxy – using the Proxy Form or electronically

You may appoint any person to attend and vote as your proxy, including the Chairman of the Meetings. A proxy is not required to be a Securityholder. To appoint a proxy, complete and lodge the Proxy 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.

If the appointment of a proxy does specify the way a proxy is to vote:

- the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote on that item as directed; and
- if the proxy has two or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
- if the proxy is the Chair of the Meetings at which the resolution is voted on – the proxy must vote on a poll, and must vote on that item as directed; and
- if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote on that item as directed. However, if the appointment of a proxy does specify the way a proxy is to vote and the proxy is not recorded as attending the Meetings or does not vote on the resolution, the Chair of the Meetings is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the Meetings.

(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.

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(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 10:00am (Sydney time) on 28 March 2012, or if the Meetings are adjourned, at least 48 hours before its resumption in relation to the adjourned part of the Meetings.
(ii) 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 (on behalf of Goodman Group) or Goodman Group by no later 10:00am (Sydney time) on 28 March 2012, or if the Meetings are adjourned, at least 48 hours before its resumption in relation to the adjourned part of the Meetings.

(e) Chairman’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. The Chairman intends to vote all proxies granted to the Chairman of the Meetings in favour of the proposed Resolutions set out in the Notice of Meetings (unless you have provided a contrary voting direction in your Proxy From).

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.

The office of Computershare Investor Services Pty Limited is Level 5, 115 Grenfell Street, Adelaide, SA, 5000 (Reply Paid 1282, MELBOURNE VIC 8060) 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 Group is Level 17, 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.

Goodman Group

Annexure B

Hong Kong regulatory environment and summary of rights and liabilities of HKCo Shares

The Memorandum and Articles of Association, along with the laws of Hong Kong (including, in particular, the Companies Ordinance), governs the rights that attach to the HKCo Shares. The following paragraphs contain a summary of the principal rights attaching to the HKCo Shares. This summary is not intended to be exhaustive and is qualified by and subject to the general law and:

- the Memorandum and Articles of Association, the Stapling Deed and the Companies Ordinance; and
- for so long as the Company is admitted to the official list of ASX, the Corporations Act, the Listing Rules (including, to the extent permitted by the Companies Ordinance, clauses 1 to 6 of Appendix 15A of the Listing Rules) and ASX Settlement Operating Rules.

Any person wishing to obtain a definitive assessment of the rights and liabilities attaching to the HKCo Shares is recommended to seek independent legal advice.

HKCo Shares

The HKCo Shares are ordinary shares in the capital of HKCo. Among other things, the holders of the HKCo Shares are:

- entitled to receive notice of and attend meetings of HKCo;
- entitled to one vote per HKCo share on all matters subject to voting rights attaching to special shares;
- entitled to such distributions as may be declared by the Directors from time to time;
- liable to have their HKCo shares redeemed at the option of HKCo in accordance with the Memorandum and Articles of Association;
- entitled to have their HKCo shares purchased by HKCo in accordance with the Memorandum and Articles of Association; and

Memorandum and Articles of Association

The Memorandum and Articles of Association are the constitutive documents of HKCo as stipulated by, and subject to the overriding sections of, the Companies Ordinance. Pursuant to the operation of the Companies Ordinance, the Memorandum and Articles of Association set out the powers, functions, rights and obligations of HKCo and its directors, officers and shareholders and contain (among other things) regulations in respect of:

- share capital and changes in share capital (including increases, alterations and reductions);
- the transfer, redemption, modification of rights, calls on, liens on and forfeiture of shares in HKCo;
- general meetings of HKCo and the use of proxies and corporate representatives;
- the powers, duties, proceedings, appointment, removal and remuneration of the Directors and other officers of HKCo;
- the use of a company seal and the execution of contracts and other documents;
- payments, capitalisation of the profits, dividends, distributions, interest and reserves of HKCo;
- notices issued by HKCo;
- winding up, indemnity and insurance matters;
- HKCo’s registers and registered office; and
- restricted securities and unmarketable parcels.

The Articles have been based on the proposed Goodman Limited constitution with necessary changes made for Hong Kong law. The Articles contain the reciprocal provisions to the Goodman constitutions to recognise stapling.

Companies Ordinance

(a) Share capital

A company may, if authorised by a general meeting of the shareholders of the company and by its articles of association, issue further shares from time to time.

- in the event of involuntary or voluntary winding up, dissolution or reorganisation of HKCo, entitled to receive a distribution of capital paid up on their HKCo shares and to a pro-rata share of the surplus assets of HKCo.

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The Companies Ordinance provides that where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or the value of the premiums on those shares shall be transferred to an account, to be called “the share premium account,” and the provisions of the Companies Ordinance relating to the reduction of the share capital of a company shall, except as provided in Section 48B of the Companies Ordinance, apply as if the share premium account were paid-up share capital of the company.

The Companies Ordinance permits a company to issue preference shares and a company, if authorised by its articles of association, may issue both ordinary and preference shares which are redeemable.

Subject to certain exceptions, a company may not offer shares or debentures to the public other than pursuant to a prospectus.

The Companies Ordinance requires that within two months after the allotment of any of its shares, debentures or debenture stock, the company must complete and have ready for delivery the certificates of all shares, the debentures and the certificates of all debenture stock so allotted, unless the conditions of issue of the shares otherwise provide.

(c) Variation of class rights

Where a company’s share capital is divided into different classes of shares then, subject to the articles of association of the company and the terms on which the shares are issued, the rights attached to any class of shares may not be varied with the written consent of the holders of 75 per cent in nominal value of the shares in that class or with the sanction of a special resolution passed at a separate general meeting of the holders of that class.

(d) Transfer of HKCo shares

(b) Alteration of share capital

A company may, if authorised by a general meeting of the shareholders of the company and by its articles of association, alter the conditions of its memorandum of association to increase its share capital, consolidate and divide all or any of its share capital into shares of larger amount than its existing shares, convert all or any of its paid-up shares into stock and re-convert that stock into paid-up shares of any denomination, subdivide its shares into shares of a smaller amount than is fixed by its memorandum, cancel shares which have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.

Furthermore, subject to confirmation by the court, a company may, if authorised by its articles of association, by special resolution reduce its share capital. If the reduction consists of a redesignation of the nominal value to a new amount subject to the company having only one class of shares, the issued shares being fully paid up, the reduction being distributed equally, and the reduction being credited to the share premium account, confirmation by the court is not required. Section 59 of the Companies Ordinance provides for the protection of creditors’ interests where the reduction involves a diminution of shareholders’ liability in respect of unpaid share capital or where paid up share capital is returned to shareholders and in any other case as the court may direct.

For as long as you hold CDIs as part of your Stapled Securities, the transfer provisions will not be relevant. Subject to a company’s articles of association, shares are freely transferable. Transfers may not be registered unless an instrument of transfer has been delivered to the company. If the company refuses to register the transfer, it must send notice of that fact to the transferor and transferee within two months after the date on which the transfer was lodged and the transferee may apply to the court to have the transfer registered by the company.

(e) Financial assistance to purchase shares of a company or its holding company

Generally, a company is prohibited from providing financial assistance for the purpose of acquiring its own or its holding company’s shares. However, in certain circumstances, the prohibition from giving financial assistance may be excluded such as where the company’s principal purpose in giving that assistance is not to give it for the purpose of any such acquisition, or the giving of the assistance for that purpose is but an incidental part of some larger purpose of the company, and the assistance is given in good faith in the interests of the company. In addition, a company is prohibited from granting financial assistance if on the date from which the financial assistance is to be given, there are reasonable grounds for believing that the company is, or after the giving of such financial assistance would be, unable to pay its liabilities as they become due.

Goodman Group

(f) Purchase by the company of its own shares

The Companies Ordinance permits a company, if authorised to do so by its articles of association, to purchase its own shares. Such purchases may only be effected out of the capital paid up on the purchased shares, profits otherwise available for dividend or distribution (see “Dividends and distributions below”) or out of the proceeds of a new issue of shares made for the purpose.

Any premium payable on a repurchase over the par value of the shares to be repurchased must be provided for out of the profits otherwise available for dividends, out of the company’s share premium account, or out of contributed surplus. A purchase by the company of its own shares may be authorised by its board of directors or otherwise by or in accordance with the provisions of its Articles of Association. The Companies Ordinance provides that no purchase by the company of its own shares may be effected if, on the date on which the purchase is to be effected, there are reasonable grounds for believing that the company is, or after the purchase would be, unable to pay its liabilities as they become due. The shares purchased pursuant to the Companies Ordinance shall be treated as cancelled and the amount of the company’s issued capital shall be diminished by the nominal amount of those shares accordingly. It shall not be taken as reducing the amount of the company’s authorised share capital.

(g) Dividends and distributions

Under the Companies Ordinance, dividends must be paid only out of profits. A company’s distribution should not exceed its realised profits. A company’s profits available for distribution are its accumulated realised profits less its accumulated realised losses. To determine whether a distribution may be made without contravening the Companies Ordinance, the amount must be justified by reference to the company’s accounts.

(h) Meetings and voting

Companies are required to in each year hold an annual general meeting of shareholders and not more than 15 months may elapse between any two such meetings. Under the Companies Ordinance, at least 21 days’ notice of an annual general meeting must be provided.

Subject to a company’s articles of association, general meetings may be called by shareholders holding not less than one-tenth in nominal value of the issued share capital of the company. Directors may call a general meeting whenever they think fit. HKCo Shareholders must be given at least 21 days’ notice in writing of a general meeting at which it is proposed to pass a special resolution. Any other general meeting may be called by at least 14 days’ notice in writing.

Subject to anything to the contrary in its articles of association, each shareholder is entitled to one vote for each share. HKCo Shares may be voted in person (through a representative where the shareholder is a company or corporation) or by proxy (who need not also be a shareholder). A quorum is constituted by two members personally present.

Unless a company’s articles of association specify a higher amount, to be passed a special resolution requires the consent of not less than 75% of the votes cast by the shareholders present and entitled to vote at the meeting.

(i) Management and administration

The Companies Ordinance provides that every public company must have at least two directors. Every company must have a company secretary. If the company secretary is an individual, he or she must ordinarily reside in Hong Kong; if a company, its registered office or place of business must be in Hong Kong.

Where a company is listed on a recognised stock market or where a company is a member of a group of companies which includes a listed company, the Companies Ordinance imposes procedures which must be followed by directors who seek to dispose of any fixed asset of the company which exceeds 33% of the value of the company’s fixed assets. In such circumstances, the approval of the general meeting will be required before the company can dispose of such fixed assets.

(j) Charges on the assets of the company

The Companies Ordinance requires a company to keep two registers on every charge by a company giving security over its property:

- the Registrar of Companies must keep a register for each company; and
- a company itself must keep a register of charges.

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A charge created by a company which gives security on its property must be registered with the Registrar of Companies. Particulars of the charge together with the instrument creating the charge must be delivered to the Registrar of Companies within five (5) weeks from the date of creation of the charge.

(k) Accounting requirements under the Companies Ordinance

The Companies Ordinance requires that a company shall cause to be kept proper records of account with respect to:

- all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure take place;
- all sales and purchases of goods by the company; and
- the assets and liabilities of the company.

The books of account may be kept at the company’s registered office or wherever else the directors think fit, including outside Hong Kong. If the books of account are kept outside Hong Kong, returns which are sufficient to disclose the financial position of the company with reasonable accuracy must be sent to and kept in a place in Hong Kong at intervals of at least every six months. They must also be sufficient for the company’s accounts to be prepared. The books of account must be open to inspection by the directors at all times.

(l) Auditing requirements

The Companies Ordinance requires that the board of directors of every company shall lay before the company in general meeting:

- a profit and loss account;
- a balance sheet with the same accounting period as the profit and loss account;
- a report by the directors dealing with the profit or loss of the company for the financial year with the state of affairs of the company as at the end of the financial year must be attached to every balance sheet; and
- the auditors’ report with respect to the company’s balance sheet and profit and loss account based upon the results of the audit made in accordance with generally accepted accounting principles.

A balance sheet must be approved by the board of directors and signed by two directors on its behalf. In the case of a private company with one director, it must be signed by that director. The profit and loss account must be approved by the board of directors before the balance sheet is signed.

A copy of every balance sheet, profit and loss account, and any statement which is to be laid before a company in general meeting together with the directors’ report and the auditors’ report must be sent to every shareholder and debenture holder of the company not less than 21 days before the date of the meeting (whether or not he is entitled to receive notice of general meetings of the company). A copy must also be sent to persons, other than shareholders or debenture holders, who are specifically entitled to receive such information.

In the case of a listed company, a summary financial report may be sent in place of the copies subject to agreement (notice of intent) on the part of those persons entitled to be sent copies and compliance with certain time periods.

If the copies are sent less than 21 days before the date of the meeting, they are deemed to have been duly sent if so agreed by all shareholders entitled to attend and vote at the meeting.

Certain shareholders may not be entitled to receive notices of general meetings, including joint holders of shares or shareholders whose address is not known to the company.

Sections 131 and 140 of the Companies Ordinance contain specific requirements regarding the appointment and disqualification of a company’s auditor.

(m) Loans to directors

The Companies Ordinance prohibits the making of loans by the company to any of its directors or to their families or companies in which they hold a controlling interest, without the consent of shareholders of the company, subject to certain exceptions.

(n) The Investigation of the affairs of a company and the protection of minorities

The Companies Ordinance provides certain safeguards in an effort to protect minority shareholders in circumstances where the management is a majority shareholder and is abusing that situation. Some examples of protection offered under the Companies Ordinance include:

- statutory relief for shareholder(s) if the affairs of a company are being conducted in a manner unfairly prejudicial to the members generally or of some part of the shareholders (including himself);
- statutory derivative action which establishes a procedure for bringing an action (proceedings), or intervening in any proceedings, in the event of misfeasance; and

Goodman Group

- the granting of powers to the Financial Secretary for appointment of inspectors to investigate the affairs of a company.

(o) Inspection of corporate records

Members of the general public have the right to inspect the public documents of the company available at the office of the Registrar of Companies in Hong Kong which will include the company’s certificate of incorporation, its articles of association (including its objects and powers) and any amendments thereto and documents relating to an increase or reduction of authorised capital. The shareholders have the additional right to inspect the articles of association of the company, minutes of general meetings and audited financial statements of the company, which must be presented to the annual general meeting of shareholders.

The company is required to maintain a share register which must be kept at the company’s registered office. If the share register is kept anywhere other than at the company’s registered office, then the Registrar of Companies must be notified. The register of shareholders of the company is also open to inspection by shareholders without charge, and to members of the general public for a fee.

(p) Winding up

Compulsory winding up

The Court of First Instance of Hong Kong shall have jurisdiction to wind up any company on a petition presented by persons specified in the Companies Ordinance, including the company itself, its creditors or contributors, the Financial Secretary, the Registrar, and the Official Receiver.

Any such petition must state the grounds upon which the Hong Kong court has been asked to wind up the company which may include any one of the following:

- the company has by special resolution resolved that the company be wound up by the court;
- the company does not commence its business within a year from its incorporation, or suspends its business for a whole year;
- the company has no shareholders;
- the company is unable to pay its debts;
- the event, if any, occurs on the occurrence of which the memorandum or articles provide that the company is to be dissolved; and

After the presentation of a winding up petition, the court may appoint a provisional liquidator at any time before the making of a winding up order, and either the Official Receiver or any other fit person may be appointed.

Once a winding up order has been made, the Official Receiver will be the provisional liquidator until he or some other person becomes liquidator, unless some person other than the Official Receiver was appointed provisional liquidator before the winding up order was made, in which case that person shall continue to act as provisional liquidator until he or another person becomes the liquidator. When a winding up order has been made, the provisional liquidator must summon separate meetings of the creditors and the contributories of the company to determine whether an application is to be made to the court for a private liquidator to be appointed in the place of the provisional liquidator. The court may make any appointment and order required to give effect to such determination. If the creditors and contributories choose different liquidators, or if they fail to meet or fail to pass a resolution, the court must decide who, if any one, shall be the liquidator and make such order thereon as it thinks fit.

In a winding up by the court, the liquidator may with the sanction of the court of the committee of inspection, exercise certain powers and duties as set out in Section 199 of the Companies Ordinance.

Voluntary winding up

The Companies Ordinance provides that a company may be wound up voluntarily:

- where the period, if any, fixed by the articles of association for the duration of the company expires, or an event which determines its existence occurs, and the company in general meeting has passed a resolution requiring the company to be wound up voluntarily;
- if the company resolves by special resolution to be wound up voluntarily;
- if the company resolves by special resolution that it cannot by reason of its liabilities continue its business and that it is advisable to wind-up; or
- if the directors of the company or, in the case of a company having more than two directors, the majority of the directors, make and deliver to the Registrar a winding-up statement under section 228A of the Companies Ordinance.
- the court is of the opinion that it is just and equitable that the company should be wound up.

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Shareholders’ voluntary winding up

If a voluntary winding up is to proceed as a shareholders’ voluntary winding up, the directors or, in the case of a company having more than two directors, the majority of the directors must issue a certificate of solvency signed by the directors to the effect that:

- they have made a full inquiry into the affairs of the company; and
- they have formed the opinion that the company will be able to pay its debts in full within a maximum of 12 months from the passing of a resolution for voluntary winding up.

The certificate of solvency must be issued within the five weeks preceding the resolution, or on the day of the resolution but before the resolution is passed, and be delivered to the Registrar for registration not later than when the copy of the resolution to wind-up is delivered, and it must contain a statement of the company’s assets and liabilities as at the latest practicable date before the certificate is made.

A general meeting of shareholders is then convened which resolves that the company be wound up voluntarily and that a liquidator be appointed.

As soon as the affairs of the company are fully wound up, the liquidator shall make up an account of the winding up, showing how the winding up has been conducted and how the property of the company has been disposed of, and thereupon shall call a general meeting of the company for the purpose of laying before it the account and giving any explanation thereof. The meeting shall be called by advertisements in the Hong Kong Gazette published at least one month before such meeting, specifying the time, place and object thereof.

Creditors’ voluntary winding up

The company shall cause a meeting of the creditors of the company to be summoned for the day, or the day after the meeting at which the resolution to wind-up is proposed. Notice of the meeting of creditors should be sent out at the same time that notice of the proposed resolution to be would up is sent to the shareholders, and must be advertised once in the Hong Kong Gazette and at least one English-language and one Chinese-language newspaper then in circulation in Hong Kong. The directors must compile a statement of the company’s affairs for that meeting, prepare a list of creditors and the estimated amount of their claims, and appoint a director to preside at the meeting.

Both the meeting of the company and the meeting of the creditors may nominate a liquidator for the purpose of winding up the affairs and distributing the assets of the company. In addition, the creditors may appoint a committee of inspection, consisting of a maximum of five persons, as a representative body of creditors to assist the liquidator during the liquidation.

(q) Schemes and compulsory acquisition

The rules relating to the compulsory acquisition of shares in a Hong Company may have little application where all shares in HKCo are held in the form of CDIs. However the Companies Ordinance enables:

- a Hong Kong company to propose and implement a scheme of arrangement. Specifically, a court may, on the application of the company or member of the company, order a meeting of the members or class thereof to be summoned in such manner as the court directs. If a majority in number representing 75% in value of the members or class thereof present and voting agree to any arrangement, the arrangement shall, if sanctioned by the court, be binding on all members or class thereof and also on the company; and
- an acquirer of shares of the same class in a Hong Kong company, who has acquired not less than 90% in value of the shares for which the offer is made, to acquire the remaining shares of the class.

Goodman Group

Other Hong Kong securities regulations

Because none of the securities in the Company will be listed on a regulated stock exchange in Hong Kong (or on any other regulated stock exchange other than ASX) the Rules Governing The Listing of Securities on the Stock Exchange of Hong Kong Limited does not (and the rules of any other listing authority other than ASX do not) apply to the Company.

On the basis of the position immediately after completion of the Restructure, Goodman has been advised that the stapling of HKCo to the Company and the Trust will not itself cause Goodman to become a public company for the purposes of the Hong Kong Code on Takeovers and Mergers. This ruling may be reconsidered by the SFC in the event of a material change in the information provided to the SFC.

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GOODMAN GROUP — Proxy Solicitation & Information Statement 2012

64998_rns_2012-02-21_052ad259-3562-4130-8106-f7961a8fbfb6.pdf

Goodman Group (Goodman) – Notice of Meetings and Information Memorandum

Company Secretary

Disclaimer and important notices

Defined terms

No investment advice

Regulator involvement

Disclaimer

No offer or invitation to the public

Risk factors

Privacy and personal information

Supplementary information

Disclosures regarding forward looking statements

Currency

Date

Contents

Key dates

Chairman’s letter

Dear Securityholder

Consolidation

Restructure

Constitution Amendments

Important document

Notice of Extraordinary General Meetings

Special Business

Consolidation Resolution

Resolution 1: Consolidation of Shares

Restructure Resolutions

Resolution 2: General approval of the Restructure

Resolution 3: Approval of amendments to Company Constitution

Resolution 4: Approval of amendments to Trust Constitution

1. Overview and Q&A

1.1 The Consolidation

1.2 The Restructure

1.3 Constitution amendments

1.4 EGM and Resolutions

Other

2. The Consolidation

– Resolution 1

2.1 Consolidation Resolution

2.2 Reasons for seeking approval

2.3 Impact on other securities

2.4 Timetable for Consolidation

2.5 Tax implications

2.6 Directors recommendation

3. The Restructure – Resolution 2

3.1 Restructure Resolution

3.2 Overview of Restructure

3.3 How will the Restructure be effected?

3.4 CDIs

3.5 Alternatives considered

3.6 Directors recommendation

4. The Hong Kong company

4.1 About HKCo

4.2 HKCo governance arrangements after the Restructure

4.4 Risks specific to the Restructure and HKCo

4.5 HKCo constitution

5. Constitution amendments – Resolutions 3 and 4

5.1 Changes to the Goodman Constitutions

5.2 Capital reallocations

5.3 Directors recommendation

6. Additional information

6.1 Implementation Deed

6.2 Stapling Deed

6.3 ASX listing

(a) Trading

(b) ASX waivers and confirmations

(c) Nominee Agreement

(d) Disclosure

6.4 ASIC relief

6.5 Interests of Directors

6.6 Jurisdictional disclaimers and warnings

(a) United States

(b) EEA

(c) United Kingdom

(d) Singapore

6.7 Consents

Signed by Greg Goodman

GOODMAN GROUP Proxy Solicitation & Information Statement 2012

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