GOODMAN GROUP — Regulatory Filings 2005

Apr 11, 2005

Macquarie Goodman

Beaumore

MACQUARIE GOODMAN GROUP AND PROSPECTUS

sammann ann an 197

A non-renounceable one for 10 Priority Entitlement Offer and Public Offer of approximately 126 million New Securities at the Application Price of \$3.64 to raise approximately \$458 million.

Issuers

Macquarie Goodman Funds Management Limited (ABN 48 067 796 641; AFSL Number 223621) as the responsible entity for Macquarte Goodman Industrial Trust (ARSN 091 213 839), and Macquarie Goodman Management Limited (ABN 69-008-126-07-1)

Joint Lead Managers and Joint Underwriters Macquarie Equity Capital Markets Limited AH MERIKA

UBS AG. Australia Branch (ABN 47-688-129-81)
J.P. Morgan Australia Limited (ABN 52-002-888)

This is an important different and regyour mineral te arrention. You should a inistentely pyntagholomety Voltanguldero Voltanguld esist or inancial or other professional as

$\frac{1}{2} \sum_{i=1}^N \frac{1}{2} \sum_{i=1}^N \frac{1}{2} \sum_{i=1}^N \frac{1}{2} \sum_{i=1}^N \frac{1}{2} \sum_{i=1}^N \frac{1}{2} \sum_{i=1}^N \frac{1}{2} \sum_{i=1}^N \frac{1}{2} \sum_{i=1}^N \frac{1}{2} \sum_{i=1}^N \frac{1}{2} \sum_{i=1}^N \frac{1}{2} \sum_{i=1}^N \frac{1}{2} \sum_{i=1}^N \frac{1}{2} \sum_{i=1}^N \frac{1}{2} \sum_{i=$ X City Sudivision (1985–19)
|2018||2019||2019||2018|
|2018||2019||2019||2019| Newspectrum the historical train the Society Endi
Pyris New Steel may compute a Michelina and a
Michelina (Casen Stations Chicket)
The Social Michelina and Michelina Trans

Oler Convert alterlini dası
Nő investment anyiós
Terminally Karl Linder anyi das

αι της της αποτείας του στον του στον του στον του στον του στον του στον του στον του στον του στον του στον του στον του στον του στον του στον του στον του στον του στον του στον του στον του στον του στον του στον τ

an tanan ay isa a tanggalawan

TAS INTERNATIVAS TA 19 March 1998, San Andrew March 1998

erson je jeringen en je agirajne staristične unice sistema
verification – 1990
Bienfilm – 1990
Sentimento de jeringen i staristične staristične sistema
Sentimento de jeringen i staristične staristične sistema

RAN RADIO REGIONAL

Chairman's letter

David Clarke, AO Chairman

12 April 2005

Dear Investor

Macquarie Goodman Group - Capital Raising

On behalf of Macquarie Goodman Group (Macquarie Goodman), I am pleased to present this Offer Document for a non-renounceable Priority Entitlement Offer and Public Offer of New Securities (collectively, the Offer) to raise approximately \$458 million.

The Offer will assist Macquarie Goodman in delivering its objective of pursuing expansion opportunities in Australia, New Zealand and Asia. The proceeds will be used partially to fund a number of recently announced acquisitions of interests in properties and to fund the ongoing development pipeline. The Offer will reduce Macquarie Goodman's gearing to 34%, which is marginally below its target gearing range of 35% to 40%. The reduced gearing will provide greater flexibility to fund future growth opportunities.

This Offer Document contains details of the Priority Entittement Offer, which entitles Eligible Securityholders to subscribe for one New Security for every 10 Existing Securities held at the Record Date, and the Public Offer. The Application Price of the Offer is \$3.64 per New Security. payable on Application. Under the Priority Entitlement Offer. Securityholders may apply for additional New Securities over and above their Entitlement. However, these additional New Securities may be subject to scale back. This Offer Document also sets out details of the Public Offer in respect of New Securities not taken up under the Priority Entitlement Offer.

New Securities will rank equally for Distributions with other Securities, including for the Distribution for the quarter ending 30 June 2005. New Securities are forecast to deliver a yield of 7.6% on the Application Price for the year ending 30 June 2006.

The Directors believe that the benefits of the recent transactions and capital raising include:

• increasing the forecast earnings by 0.8 cents (3.2%) per Security to 25.8 cents for the year ending 30 June 2006, which represents growth of 9.1% over pro forma earnings for the year ending 30 June 2005;
• increasing the pro forma net tangible assets per Security $\Delta \phi$ from \$1.97 to \$2.11;
• reducing gearing to 34% to provide greater flexibility to fund future acquisitions and development opportunities:
• acquiring an interest in a seed property to facilitate the potential expansion of the Asian funds management business: and
• increasing Macquarie Goodman's market capitalisation and index weighting as well as potentially improving the trading liquidity of Securities.

Macquarie Bank and Goodman Holdings Group have confirmed that they will support the Offer and take up their full Entitlements, equating to a total of 16.4% or approximately \$75 million.

My fellow Directors and I commend the Offer to you. I urge you to read this Offer Document in its entirety. You should contact your broker or financial or other professional adviser if you have any queries.

It is important to note that the Priority Entitlement Offer and Public Offer close on 16 May 2005.

Yours faithfully

Wake

David Clarke, AO Chairman

Summary of Offer and key dates

Sunmary of Province anticarant offer and Public Offer

Application Price per New Security	-\$3.64
Entitlement of Eligible Securityholders	One New Security for every 10 Existing Securities held on the Record Date
Number of New Securities to be issued .	Approximately 126 million
Amount to be raised by Priority Entitlement Offer and Public Offer	Approximately \$458 million

Cash Distribution per Security (¢)	25.90	27.50)
Cash Distribution yield per New Security (%)	7.10

Summary of Key Gates Children continues in the continues of the continues of the continues of the continues of the continues of the continues of the continues of the continues of the continues of the continues of the cont	Am leady and a
Lodgement date	12 April 2005
Institutional Entitlement Offer	12 April 2005
Securities recommence trading ex-Entitlement	14 April 2005
Record Date for Priority Entitlement Offer	15 April 2005
Retail Entitlement Offer and Public Offer open	21 April 2005
Early Retail Closing Date for Eligible Retail Securityholders to participate in Initial Allocation	3:00 pm, 29 April 2005
Settlement of all New Securities under Initial Allocation	3 May 2005
Initial Allotment Date of New Securities under Initial Allocation	4 May 2005
Normal trading of New Securities allotted under Initial Allocation	4 May 2005
Closing Date for Retail Entitlement Offer and Public Offer to participate in Final Allocation	5:00 pm, 16 May 2005
Final Allotment Date of remaining New Securities under Retail Entitlement Offer and Public Offer	24 May 2005
Normal trading of New Securities allotted under Final Allocation	25 May 2005
Expected dispatch date of holding statements	27 May 2005

(6) The cash distributions are unchanged from those forecast in the Explanatory Memorandum in relation to the Merger.

(2) Calculated on an annualised basis using the Application Price.

All times and dates are indicative only. Macquarie Goodman, in conjunction with the Joint Lead Managers and Joint Underwriters, reserves the right to amend this indicative timetable including, subject to the Corporations Act and Listing Rules, to extend the latest date for receipt of Applications or to cancel the Priority Entitlement Offer and Public Offer without prior notice. Any changes to the above timetable will be notified on Macquarie Goodman's website at www.macquariegoodman.com and announced to ASX. All times are referenced to the time in Sydney, New South Wales, except where stated otherwise.

In the case of the Early Retail Closing Date. Application Forms must be received by 3:00 pm (Sydney time) by the Security Registrar, In the case of the Closing Date, Application Forms must be received by 5:00 pm (Sydney time) by the Security Registrar, In either case, the Application Form must be accompanied by a cheque, money order or bank draft in Australian currency for the amount of the Application Monies, payable to "Macquarie Goodman Group New Securities Offer" and crossed "not negotiable".

Eligible Securityholders should use the green personalised loose leaf Entitlement and Acceptance Form sent to them with their copy of this Offer Document.

Members of the public should use the blue Public Application Form, at the back of this Offer Document.

Questions relating to any aspect of your individual holding in Macquarie Goodman should be directed to the dedicated information line on 1300 723 040 (within Australia) or +61 3 9415 4000 (outside Australia).

Eligible Retail Securityholders have the opportunity to apply for New Securities by one of two dates. Applicants who apply for New Securities by 3:00 pm (Sydney time) on 29 April 2005 will have their New Securities allotted on the Initial Allotment Date and will be able to trade those New Securities on ASX from that date. Applicants who apply for New Securities after 3:00 pm (Sydney time) on 29 April 2005 but before 5:00 pm (Sydney time) on the Closing Date will have their New Securities allotted on the Final Allotment Date and will be able to trade those New Securities on ASX from the Business Day after that date.

Defined words and terms included in this Offer Document are explained in the definitions and interpretation in section 9 of this Offer Document.

STRENGTH → BALANCE → EXPERIENCE

Macquarie Goodman is an internally managed, vertically integrated industrial property group. With a market capitalisation of approximately \$4.8 billion, Macquarie Goodman is the largest industrial property group on ASX, fourth-largest property group in the S&P/ ASX 200 Property Index and one of the largest listed industrial property groups globally.

Our operations in Australia, New Zealand and Asia encompass industrial property ownership, funds management, property development, project and development management and property services, backed by a team of approximately 200 propertly professionals.

Our proven Customer Service Model is designed to identify the diverse property requirements of our customers and deliver a complete property solution through a range of superior products and services.

Ultimately, our aim is to create investor wealth through a secure and increasing income stream, the potential for capital growth and the flexibility of a highly liquid property group. The manufacturer

Table of contents

	Answers to key questions	4
1.	Key features of the Offer	8
2.	Macquarie Goodman Group and the effect of the Offer	12.
З.	Investigating Accountant's Report	22
4.	Taxation summary for investors	32
5.	Risk factors	33
6.	Rights attaching to Securities	35
7.	Additional information	39
8.	Director's consent to lodgement	46
9.	Definitions and interpretation	47
	Annexure	51
	Public Application Form
	Corporate directory	IBC

Answers to key questions

ANTESHON		Answer	Waaresto Hat HOLEHHELIGHE 2590000
Who is issuing the New Securities and this Offer Document?		> Macquarie Goodman Funds Management Limited (ABN 48 067 796 641; AFSL Number 223621), as the responsible entity for Macquarie Goodman Industrial Trust (ARSN 091 213 839), and Macquarie Goodman Management Limited (ABN 69 000 123 071).	2
What is the purpose of the		$\Rightarrow$ To provide funding for:	1.1
Offer?		recently announced and anticipated future property acquisitions; ÷.
		the ongoing development pipeline; ÷
		$\ge$ the acquisition of an interest in a seed property to facilitate the potential expansion of the Asian funds management business; and
		$\ge$ the partial cashout of RePS as a result of the Merger.
		To reduce the level of Macquarie Goodman's gearing to marginally below its target gearing range of 35% to 40%, providing greater flexibility to fund future acquisitions and development opportunities.
What is the Offer?		• Priority Entitlement Offer of one New Security for every 10 Existing Securities held by Eligible Securityholders on the Record Date to raise approximately \$458 million.	1.1
		S New Securities not subscribed for under the Priority Entitlement Offer will be made available to Securityholders, Institutional Investors and the public under the Public Offer.
		The Priority Entitiement Offer is non-renounceable and Entitlements cannot be on-sold or transferred.
		The New Securities will trade on ASX as the same class of securities as Existing Securities, and will rank equally with Existing Securities in respect of Distributions (including a full entitlement to the Distribution for the quarter ending 30 June 2005).
What are the significant benefits of the Offer?		$\Rightarrow$ Increasing the forecast earnings by 0.8 cents (3.2%) per Security to 25.8 cents for the year ending 30 June 2006, which represents growth of 9.1% over pro forma earnings for the year ending 30 June 2005.	1.2
		Simple increasing pro-forma NTA per Security from \$1.97 to \$2.11.
		+> Reducing gearing of Macquarie Goodman to 34% to provide greater flexibility to fund future acquisitions and development opportunities.
		Acquiring an interest in a seed property to facilitate the potential expansion of the Asian funds management business.
		increasing Macquarie Goodman's market capitalisation and index weighting as well as potentially improving the trading liquidity of Securities.
		$\Rightarrow$ The cash distributions are unchanged from those forecast in the Explanatory Memorandum in relation to the Merger.
What are some of the potential risks of the Offer	-9.	Capital and income distributions to Securityholders are not guaranteed.	5
or holding Securities which may be significant?	÷	The trading price of Securities on ASX may fall as well as rise.
	÷	There are property market and general business risks.

Answers to key questions continued

Critical Dat	Airmor	THERE EXECUTE muralmomenton ESSE STATE
How much do I need to pay on Application?	Investors will be required to pay \$3.64 per New Security on ÷ Application.	1.9
How is my Application Price split between a MGI	$\Rightarrow$ The Application Price is split based on the net assets of the two entities.
Unit and a MGM Share?	For the purpose of this Offer, the Application Price attributable to each -91 MGI Unit is \$3.46 and for each MGM Share is \$0.18.
Do Securities issued under the DRP for the quarter ended 31 March 2005 participate in the Offer?	$\Rightarrow$ No, as Securities issued under the DRP for the quarter ended 31 March 2005 are allotted after the Record Date for the Offer.	Summary of the Offer and key dates
Can I apply for more than my Entitlement?	> Yes, all Eligible Securityholders will receive their Entitlement in full if they make a valid application for the entire Entitlement.	1.5
	> You may apply for more than your Entitlement. However, any amount by which an Application from an Eligible Securityholder exceeds their Entitlement may be scaled back at the absolute discretion of Macquarie Goodman, in consultation with the Joint Lead Managers.
Can members of the public apply for New Securities?	A Public Investors who are residents in Australia can participate in the Public Offer and apply for New Securities pursuant to this Offer Document only to the extent that there is a shortfall in the subscription of the Priority Entitlement Offer.	1.6
	A Public investors should apply by completing the blue Public Application Form at the back of this Offer Document. No additional New Securities will be made available pursuant to the Public Offer.
	Any scaleback of the Public Offer will occur at Macquarie Goodman's discretion in consultation with the Joint Lead Managers, and in such manner as Macquarie Goodman considers is reasonable in the circumstances.
Can Foreign Securityholders	> No, only Securityholders with registered addresses in Australia and New Zealand will receive an Entitlement.	1.12
participate?	> Foreign Securityholders and other foreign persons (including New Zealand residents) may not participate in the Public Offer.
Can RePS Holders participate in the Entitlement Offer?	> No, only Securityholders will receive an Entitlement to participate. RePS Holders can participate in the Public Offer.
What are the fees and expenses?	Since costs payable by Macquarie Goodman relating to the Offer total approximately \$10 million.	7.2, 7.7, 7.8 and 7.9.
	There are also certain on-going fees and expenses. ÷
Is there any commission payable to financial advisers?	$\Rightarrow$ A handling fee of 1.0% of the Application Price per New Security capped at \$3,000 per Application will be paid to participating organisations of ASX and members of the Financial Planning Association in respect of New Securities allotted to Retail Applicants in accordance with duly stamped Application Forms. The handling fee will be paid by Macquarie Goodman.	1.11

Answers to key questions continued

Gift-Sitchi		Aisrai	Winds Young inoze hiornation Existent s)
What are the significant tax implications of holding Securities?		3 There are tax consequences of holding and disposing of Securities. Australian tax resident investors should refer to section 4 of this Offer Document.	4
Is there a cooling-off period?		> No, there is no cooling-off period for investors as Macquarie Goodman is listed on ASX. This means that once you have submitted your Application Form, you agree that you will not be able to withdraw your Application other than as permitted by the Corporations Act. However, you can offer your Securities for sale on ASX on the Business Day after allotment (but if you sell before you receive confirmation of your allocation, you do so at your own risk).
What is Macquarie Goodman's borrowing		> Macquarie Goodman's policy is for the long term gearing ratio to be in the target range of 35% to 40%.
policy?	÷	On a temporary basis, the gearing ratio may exceed this in order to facilitate growth.
		After the Offer, Macquarie Goodman's gearing ratio will be 34%, marginally below its target gearing range, providing greater flexibility to fund future acquisitions and development opportunities.
		Searing means (interest bearing liabilities less cash)/(total tangible assets less cash) and is generally expressed as a percentage.
Does Macquarie Goodman take into account labour standards, or environmental, ethical or social considerations in selecting, retaining or realising investments?	-91	No, having regard to the nature of Macquarie Goodman's activities. > However, Macquarie Goodman does arrange for environmental issues to be considered when conducting due diligence on acquisitions.
Are there any other significant characteristics or features of the Securities or other terms?		Similar Each Security comprises a MGI Unit Stapled to a MGM Share so that they can only be traded together. The rights attaching to a Security are as set out in the MGI Constitution and MGM Constitution.	6
What is the dispute resolution procedure to		> Macquarie Goodman has a dispute resolution process which MGF must follow in relation to complaints.	7.11
deal with complaints?		$\Rightarrow$ If a Securityholder is dissatisfied with the response, they can raise the complaint directly with:
		Financial Industry Complaints Service PO Box 579 Collins Street West Melbourne Vic 8007 Telephone: 1300 780 808 Facsimile: +61 3 9621 2291

Answers to key questions continued

Choshon		r Bernessen	Microsofthe 00000000000000000000000000000000000000 Extendent (S)
How do I apply for New Securities?		Applications for New Securities should be made on the Application Form accompanying this Offer Document.	1.5 and 1.6
		> Eligible Retail Securityholders will receive a personalised loose leaf green Entitlement and Acceptance Form setting out their Entitlements and the Application Price per New Security.
		> Public Investors should use the blue Public Application Form in this Offer Document.
Where do I return my Application Form?		Application Forms (along with Application Monies) should be sent to the Security Registrar:	1.8
		By mail:
		In the business reply envelope provided. If mailed in Australia, no postage stamp is required. If mailed outside Australia, including New Zealand, correct postage must be affixed; or
		By courier or hand to:
		C/- Macquarie Goodman New Securities Offer Computershare Investor Services Pty Limited Level 5 115 Grenfell Street Adelaide SA 5000.
When do I need to return my Application Form?		Application Forms (along with Application Monies) must be received by the Security Registrar from Eligible Retail Securityholders by no later than 3:00 pm (Sydney time) on 29 April 2005 in order for New Securities to be allotted on the Initial Allotment Date, or from Eligible Retail Securityholders or Public Investors by no later than 5:00 pm (Sydney time) on 16 May 2005 in order to be allotted New Securities on the Final Allotment Date.	1.5 and 1.6
Who can I call if I have any other questions?	-91	For questions relating to the completion of Application Forms, the Priority Entitlement Offer or Public Offer or would like additional copies of this Offer Document, please contact the dedicated information line on 1300 723 040 (within Australia) or +61 3 9415 4000 (outside Australia), visit the website at www.macquariegoodman.com or consult your broker or financial or other professional adviser.
		> You can also obtain information about Macquarie Goodman from ASIC and ASX.
Contact details		> For further details, please see the corporate directory at the back of this Offer Document.

1. Key features of the Offer

1.1 Purpose of the Offer

The Merger of MGI and MGM to form Macquarie Goodman was announced on 20 October 2004 and completed on 9 February 2005. The Explanatory Memorandum contained detailed information about the Merger, including financial forecasts for MGI, MGM and Macquarie Goodman assuming the Merger proceeded.

Macquarie Goodman is proposing to raise approximately \$458 million through the Offer. The Offer will assist Macquarie Goodman in delivering its objective of pursuing expansion opportunities in Australia, New Zealand and Asia. The proceeds will primarily be used to fund a number of recently announced acquisitions of interests in properties. to fund the ongoing development pipeline and to reduce Macquarie Goodman's gearing to marginally below its target gearing range of 35% to 40%.

The proceeds from the Offer will also be supplemented by the net cash proceeds of \$169 million received as part of the restructure of MGP in New Zealand.

1.2 What are the significant benefits of the Offer to Securityholders?

The Offer and transactions outlined above provide the following benefits to Securityholders:

• $\Rightarrow$ increasing the forecast earnings by 0.8 cents (3.2%) per Security to 25.8 cents for the year ending 30 June 2006, which represents growth of 9.1% over pro forma earnings for the year ending 30 June 2005;
• $\hat{\mathcal{L}}_{\text{max}}$ increasing the pro forma NTA per Security from \$1.97 to \$2.11:
• • reducing gearing to 34% to provide greater flexibility to fund future acquisitions and development opportunities;

$\Rightarrow$ acquiring an interest in a seed property to facilitate the potential expansion of the Asian funds management business: and

L-R: Talavera Corporate Centre, North Ryde, NSW (artist's impression)

McLaren Industrial Estate, North Rocks, NSW

increasing Macquarie Goodman's market capitalisation and index weighting as well as potentially improving the trading liquidity of Securities.

1.3 Summary of the Offer structure

The Offer comprises the Priority Entitlement Offer and the Public Offer. A summary of the key dates for the Offer is set out on page 2.

The Priority Entitiement Offer comprises the Institutional Entitlement Offer and the Retail Entitlement Offer. Under the Priority Entitiement Offer, Macquarie Goodman is making a non-renounceable offer to Eligible Securityholders of a total of approximately 126 million New Securities at the Application Price of \$3.64 per New Security to raise approximately \$458 million. Each Eligible Securityholder's Entitlement is one New Security for every 10 Securities held at the Record Date. The Entitlement is non-renounceable which means that it cannot be on-sold or transferred. In calculating Entitlements, fractional Entitlements have been rounded down to the nearest whole number of New Securities, in accordance with the MGI Constitution.

New Securities will rank equally with Existing Securities in all respects, including full entitlement to the Distribution for the quarter ending 30 June 2005.

The Offer is underwritten by the Underwriters under the Underwriting Agreement. The Underwriters may terminate their obligations under the Underwriting Agreement in the circumstances outlined in section 7.2 of this Offer Document.

Macquarie Bank and Goodman Holdings Group have confirmed that they will support the Offer and take up their full Entitlements, equating to a total of 16.4% or approximately \$75 million.

1. Key features of the Offer continued

1.4 Institutional Entitlement Offer

Eligible Institutional Securityholders will be made offers to apply for their pro rata Entitlement on the Institutional Entitlement Offer Date

Under the Institutional Entitlement Offer, New Securities not taken up by Eligible Institutional Securityholders (and the New Securities that would have been offered to Foreign Securityholders that are Institutional Investors if they were entitled to participate) will be offered to:

• Stater Eligible Institutional Securityholders wishing to subscribe for more than their Fntitlement: or
• State of the contractors wishing to acquire New Securities or selected licensed brokers (who may in turn grant allocations to their clients).

New Securities will be allocated to Eligible Institutional Securityholders and other Institutional Investors following the close of the Institutional Entitlement Offer.

1.5 Retail Entitlement Offer

All other Eligible Securityholders will be mailed an Offer Document accompanied by an Entitlement and Acceptance Form and will need to apply for their Entitlement under the Retail Entitlement Offer. The Retail Entitlement Offer does not constitute an offer or invitation to any Eligible Securityholder who received an Institutional Entitlement Offer (whether accepted or declined) or a nominee for such a holder.

Eligible Retail Securityholders can participate in respect of their Entitlements, in either the Initial Allocation, where New Securities are allotted to them at the same time as they are allotted to Eligible Institutional Securityholders, or in the Final Allocation, but not both.

New Securities applied for by Eligible Retail Securityholders who make a valid Application on their Entitlement and Acceptance Form, which is received on or before 3:00 pm (Sydney time) on the Early Retail Closing Date, will be allotted (as to the lesser of the number applied for and their Entitlement) on the Initial Allotment Date (ie, at the same time as the allotment of New Securities to Eligible Institutional Securityholders).

New Securities applied for by Eligible Retail Securityholders who make a valid Application on their Entitlement and Acceptance Form which is received after the Early Retail Closing Date but before 5:00 pm (Sydney time) on the Closing Date will be allotted (as to the lesser of the number applied for and their Entitlement) on the Final Allotment Date.

In order for Eligible Retail Securityholders to ensure that they receive their Entitlement, the Entitlement and Acceptance Form accompanying this Offer Document must be completed in accordance with the instructions accompanying the form. Completed Entitlement and Acceptance Forms must be accompanied by payment in full of \$3.64 per New Security for which the Eligible Retail Securityholder has applied.

Eligible Retail Securityholders may apply for as many New Securities as they wish on their Entitlement and Acceptance Form. Eligible Retail Securityholders who decide to apply for more or less New Securities than their Entitlement should nominate the number of New Securities for which they are applying and provide payment in full of \$3.64 per New Security. Any additional amount above the Entitlement may be subject to scale back at the absolute discretion of Macquarie Goodman.

New Securities so applied for in excess of an Entitlement will. if allotted, be allotted on the Final Allotment Date.

As explained in section 1.12 of this Offer Document, the Priority Entitlement Offer is not being made in any jurisdiction outside Australia or New Zealand.

1.6 Public Offer

Macquarie Goodman reserves the right to issue New Securities not taken up under the Priority Entitlement Offer lincluding the New Securities that would have been offered to Foreign Securityholders if they were entitled to participate) at its absolute discretion (in consultation with the Joint Lead) Managers and Joint Underwriters) to persons resident in Australia under the Public Offer. No additional New Securities will be made available for Applications under the Public Offer in the event that all Entitlements are taken up by those able to do so. Eligible Retail Securityholders may apply for additional New Securities under the Public Offer through their Entitlement and Acceptance Form.

Persons who are not holders of Existing Securities may apply for New Securities by using the Public Application Form at the back of this Offer Document. However, New Securities under the Public Offer are available only to the extent that they are not taken up in the Priority Entitlement Offer. For this reason, Public Offer Applicants may be allocated fewer New Securities than they applied for, or none at all. For more information on the allocation policy, please refer to section 1.7 of this Offer Document.

Applications under the Public Offer must be for a minimum of 1,000 New Securities. Applications for more than 1,000 New Securities must be in multiples of 100 New Securities.

Completed Public Application Forms under the Public Offer must be received by 5:00 pm (Sydney time) on the Closing Date. Full completion instructions accompany the Public Application Form.

As explained in section 1.12 of this Offer Document, the Public Offer is not being made in any jurisdiction outside Australia.

1. Key features of the Offer continued

1.7 Allocation policy for the Priority Entitlement Offer and the Public Offer

All Eligible Securityholders participating in the Priority Entitlement Offer are entitled to apply for a number of New Securities up to their Entitlement, which will not be scaled back.

Eligible Retail Securityholders who participate in the Retail Entitlement Offer may also apply under the Public Offer for more New Securities than their Entitlement. Eligible Retail Securityholders who apply for more New Securities than their Entitlement will be given priority in the Public Offer over Public Offer Applicants. The priority will only apply to Applications for additional New Securities made by Eligible Retail Securityholders on their Entitlement and Acceptance Form. No Eligible Securityholder is assured of receiving any New Securities in excess of their Entitlement.

Persons who are not Eligible Securityholders may apply for New Securities by participating in the Public Offer. Applications by Public Offer Applicants may be subject to scale back and no Public Offer Applicant is assured of receiving any New Securities for which they apply.

Any scale back of the Public Offer will occur at Macquarie Goodman's discretion, in consultation with the Joint Lead Managers, and in such manner as Macquarie Goodman considers is reasonable in the circumstances.

Eligible Securityholders' Entitlements are non-renounceable so that where the Entitlement is not taken up it cannot be onsold or transferred. Eligible Retail Securityholders who decide not to take up their Entitlement should take no action at all and allow their Entitlement to lapse.

1.8 Where to send your completed Entitlement and Acceptance Form or Public Application Form

The closing time and date for receipt of completed Entitlement and Acceptance Forms or Public Application Forms at the address set out below is 5:00 pm (Sydney time) on 16 May 2005. For Eligible Retail Securityholders wishing to participate in the Initial Allocation, it is necessary to return the completed Entitlement and Acceptance Form by 3:00 pm (Sydney time) on 29 April 2005.

Eligible Retail Securityholders applying for New Securities under the Priority Entitlement Offer should return their completed Entitlement and Acceptance Form and payment in the business reply envelope provided with this Offer Document. If mailed in Australia, no postage stamp is required. If mailed outside Australia, including New Zealand, correct postage must be affixed.

Applicants under the Public Offer should either return their completed Public Application Form and payment to the address set out below or, if applying through their broker, forward their completed Public Application Form and payment directly to their broker in accordance with their broker's instructions.

Applicants are encouraged to submit their completed Entitlement and Acceptance Form or Public Application Form as soon as possible. Macquarie Goodman reserves the right to accept late applications, but is under no obligation to do $SO₂$

All Entitlement and Acceptance Forms and Public Application Forms for Applicants not applying through a broker should be mailed or delivered to the Security Registrar as set out below:

By mail:

In the business reply envelope provided. If mailed in Australia, no postage stamp is required. If mailed outside Australia, including New Zealand, correct postage must be affixed; or

By courier or hand to:

Macquarie Goodman New Securities Offer C/- Computershare Investor Services Pty Limited Level 5 115 Grenfell Street Adelaide SA 5000.

If you have misplaced your Entitlement and Acceptance Form or Public Application Form, you should telephone the dedicated information line on 1300 723 040 (within Australia) or +61 3 9415 4000 (outside Australia).

By returning a valid Entitlement and Acceptance Form or Public Application Form, the Applicant acknowledges having received and read this Offer Document.

1.9 Payment

All Applications must be accompanied by payment in full of \$3.64 per New Security. Application Monies will only be accepted in Australian currency and in the form of cheque. money order or bank drafts, which must be drawn on, or payable at, an Australian bank. Where insufficient funds are provided for the number of Securities applied for, Macquarie Goodman may in its absolute discretion treat the Application as being invalid or for such lesser number of New Securities in respect of which the funds are sufficient.

Cheques or bank drafts should be made payable to "Macquarie Goodman Group New Securities Offer" and crossed "not negotiable". Do not forward cash as consideration for the Application. Receipts for payments will not be provided.

1. Key features of the Offer continued

1.10 Refunds

To the extent that any Applications are not accepted in full. Application Monies will be refunded without interest. Macquarie Goodman reserves the right to cancel the Offer at any time, in which case all Application Monies will be refunded in full without interest.

1.11 Handling fee

A handling fee of 1.0% of the Application Price per New Security is payable by Macquarie Goodman in respect of New Securities allotted pursuant to stamped Application Forms, subject to the following conditions:

• handling fees will be limited to \$3,000 in respect of any one Application or aggregate of Applications if a single investor submits more than one Application; and

• handling fees will only be paid to participating organisations of ASX and members of the Financial Planning Association.

1.12 Foreign Securityholders and persons

This Offer Document has been sent to Eligible Securityholders. Restrictions in many foreign countries make it impractical or unlawful to offer or issue securities to persons in those countries. Accordingly, Macquarie Goodman is not offering to Foreign Securityholders, and Foreign Securityholders are not eligible to participate in, the Priority Entitlement Offer or Public Offer. A Foreign Securityholder is any Securityholder whose address appearing in the Securityholder register on the Record Date is outside Australia or New Zealand.

This Offer Document does not constitute an offer or invitation in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation. The distribution of this Offer Document in jurisdictions outside Australia and New Zealand may be restricted by law and anyone who receives this Offer Document should seek advice on and observe any such restrictions. No action has been taken to register or qualify the New Securities to be issued under the Priority Entitlement Offer in any jurisdiction outside of Australia and New Zealand. No action has been taken to register or qualify the New Securities to be issued under the Public Offer, or otherwise permit an offering of Securities to members of the public, in any jurisdiction outside of Australia.

1.13 ASX quotation

Applications will be made to ASX within seven days after the date of this Offer Document to enable the New Securities to be quoted on ASX. If official quotation for the New Securities is not obtained, all Application Monies will be refunded to Applicants as soon as reasonably practicable without interest and the Offer will not proceed.

It is expected that trading on ASX in New Securities issued under the Initial Allocation will commence on 4 May 2005 on a normal basis.

It is expected that trading on ASX in New Securities issued under the Final Allocation will commence from 25 May 2005 on a normal basis.

1.14 Register and holding statements

Macquarie Goodman will apply to have New Securities participate in CHESS. On admission to CHESS, New Securities must be held in either the CHESS subreaister under sponsorship of a broker or on the issuer-sponsored subregister. These two subregisters make up the register.

Following the issue of New Securities, you will be sent a holding statement that sets out the number of New Securities allocated to you under the Offer. Macquarie Goodman will not issue certificates to successful Applicants. It is the responsibility of each Applicant to confirm their allocation of New Securities before trading in New Securities. Any person who sells New Securities before receiving confirmation of their allocation in the form of their holding statement will do so at their own risk. Macquarie Goodman, the Underwriters and the Security Registrar disclaim all liability, in negligence or otherwise, to any person who trades New Securities before receiving their holding statement, whether on the basis of a confirmation of allocation provided by Macquarie Goodman or otherwise.

1.15 Income entitlement of New Securities

New Securities will rank equally with Existing Securities from Allotment and will be entitled to the Distribution for the quarter ending 30 June 2005.

1.16 Voting rights of the New Securities

Each Security confers the right to vote at meetings of Securityholders, subject to any voting restrictions imposed on an investor under the Corporations Act and the Listing Rules. On a show of hands, every Securityholder present in person or by proxy has one vote at a meeting of MGI or MGM. On a poil, every Securityholder who is present in person or by proxy has one vote for each MGM Share that they hold at the MGM meeting and one vote for each dollar of value of their MGI Units at the MGI meeting.

1.17 Enquiries

If you are unclear in relation to any matter or are uncertain if New Securities are a suitable investment, you should contact vour broker or financial or other professional adviser.

2.1 Effect of the acquisitions and Offer on Macquarie Goodman

Overview

Macquarie Goodman was formed through the Merger of MGI and MGM. Since the announcement of the Merger, Macquarie Goodman has continued to execute its stated growth strategy by:

• growing its core Australian and New Zealand property investment and development business through the acquisition of $\langle \cdot \rangle_{\mathcal{P}}^{\mathcal{N}}$ eight properties for \$249.0 million in key industrial property markets and securing new leasing precommitments requiring capital expenditure of \$185.3 million;
• цý. strengthening its strategic position in New Zealand through the restructure of its asset holdings and its relationship with MGP: and

нķ. pursuing additional funds management opportunities in Asia.

Recent outcomes of the growth strategy include:

ESPECT TO SEVERITE	BUILER
Grow core Australian and New Zealand property investment and development	$\Rightarrow$ Acquired \$249.0 million of investment properties, increasing Macquarie Goodman's portfolio to 120 properties valued at \$4.4 billion.
business	$\rightarrow$ Additional development expenditure commitments of \$185.3 million.
	$\Rightarrow$ Acquired assets provide development opportunities, with the total development pipeline now totalling 3.5 million som.
Expand Australian and New Zealand funds management business	$\rightarrow$ MGP restructured with total assets of \$513 million, increasing from \$213 million when Macquarie Goodman took over management in December 2003.
	Expect to launch Australian funds management initiatives in the second ÷÷. half of the 2005 calendar year.
Roll out successful business in Asian markets	Continued growth of A-REIT with a \$160 million placement in ÷÷. February 2005.
	Seed asset acquired for potential Hong Kong property funds management ÷ initiative.
	Negotiations and due diligence continue on a number of Asian assets.

L-R: Toyota Business Park, Port Melbourne, Vic Prestons Distribution Centre, Prestons, NSW

Acquisitions and additional development expenditure

Since the announcement of the Merger, Macquarie Goodman has secured eight new properties in Australia and New Zealand for \$249.0 million with an average yield on the income producing portion of 8.7%. Additionally, Macquarie Goodman has secured several new leasing precommitments requiring additional capital expenditure of \$185.3 million, resulting in an average yield on completion of 8.2%.

The properties are located in key industrial property markets across Australia and New Zealand. The properties help to replenish Macquarie Goodman's development pipeline and grow property investment income in Australia and New Zealand. Recent property acquisitions and development commitments are shown in the following table:

Efoninei	ENTRANGERS PHEL IS DI	MERTIN FILE m	District of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of th an an HN	MARTING COMPANY Department of the filtre í Za
Air New Zealand House, Viaduct Harbour, Auckland (1)	48.9	0.5		8.3
Millennium Centre, Stage 2, Greenlane, Auckland	51.5	1.3		10.1
Regal Business Park, Rowville, Vic	35.3	22.5	14.3	8.0
McLaren Industrial Estate, North Rocks, NSW	29.5	14.9	3.6	8.2
Toyota Business Park, Port Melbourne, Vic	25.5	7.3		8.7
Prestons Distribution Centre, Prestons, NSW	22.6	8.5	8.5	N/A
Mitchell Industrial Estate, Stage 2, Alexandria, NSW	19.1	1.5		6.8
Acacia Link Industrial Estate, Acacla Ridge, Old	16.6	13.9	12.0	8.1
Total	249.0	70.4	38.4	$8.7^{(2)}$

(1) This transaction remains subject to the approval of both the lessee and the project builder.

(2) Weighted average.

я.

2. Macquarie Goodman and the effect of the Offer continued

^(>) Weighted average.

On completion of these transactions, Macquarie Goodman will have 4.1% of the portfolio in total greenfield development sites which is consistent with the Board's low risk approach in securing development projects.

L-R: Millennium Centre, Phase 2, Greenlane, Auckland (artist's impression) Global Gateway, Tsuen Wan, Hong Kong

Restructure of MGP

Macquarie Goodman successfully completed the restructure of MGP on 29 March 2005. The transaction comprised three main components:

• $\rightarrow$ the sale by Macquarie Goodman to MGP of certain interests in properties for \$287 million:
• $\rightarrow$ a restructure of the funds management fee paid to MGP, including a reduction in the base fee and the introduction of a performance fee; and
• $\rightarrow$ an institutional placement and a pro-rata non-renounceable priority entitlement offer by MGP to raise \$146 million of equity to partly fund MGP's acquisition.

The combined effect for Macquarie Goodman of the sale of the properties and its participation in the priority entitlement offer by MGP was that Macquarie Goodman received \$169 million in net cash after investing an additional \$87 million in MGP units. It is also entitled to a deferred settlement amount of \$31 million.

The transaction has simplified the property ownership structure of MGP and enhanced the partnership of Macquarie Goodman and MGP as they jointly progress their co-owned development properties. It is proposed that as future development commitments are secured. Macquarie Goodman's 50% interest in the development properties will be on-sold to MGP.

Macquarie Goodman will use the cash proceeds from the restructure to partially fund the transactions described in this section.

Hong Kong acquisition Introduction

Following the success of Macquarie Goodman's joint venture with Ascendas Investment Pte Ltd in relation to their Singapore industrial property funds management business, Macquarie Goodman is seeking to roll-out its Customer Service Model to other countries in the Asian region. To assist with this roll-out, Macquarie Goodman has entered into a JV Agreement with Macquarie Bank to pursue property funds management opportunities in Asia.

Macquarie Goodman intends to build a portfolio of high quality industrial properties in Hong Kong. At the appropriate time, it is intended that, together with Macquarie Bank under the JV Agreement, Macquarie Goodman will use these properties to seed a property fund and thereby develop an alternative source of income for Macquarie Goodman.

Macquarie Goodman is targeting Hong Kong as the next Asian expansion opportunity. Macquarie Goodman is attracted to the Hong Kong industrial property market for the following reasons:

• An economy with expected growth of an average of 3.8% per annum (1.4% higher than the OECD average) between 2005 and 2009;
• Hong Kong is expected to benefit from increased exports and re-exports from mainland China and, in particular, the impact of the Closer Economic Partnership Agreement with China. China is currently the world's second largest economy with average annual growth of 7.8% forecast growth between 2005 and 2009;

• → Hong Kong is currently experiencing a shortage of premium industrial assets, and there is limited development of new space expected in the foreseeable future:

• Hong Kong industrial space is enjoying high occupancy $\langle \ldots \rangle_{\mathcal{G}}$ . levels of over 90%. With many warehouse operators running close to full capacity, it is expected incremental demand for space will underpin high occupancy levels;

• S despite some firming in capitalisation rates over recent months. Hong Kong industrial properties continue to trade at a higher premium to bonds than comparable Australian properties:
• → Hong Kong has recently introduced legislation facilitating the creation of REITs similar to A-REIT in Singapore:
• • the current ownership of industrial property in Hong Kong is highly fragmented with many assets currently held by developers and corporates; and
• many of Macquarie Goodman's existing customers in $\Box\Delta$ the region have operations in Hong Kong (such as Exel, DHL International, FedEx and TNT Express Worldwide) providing an opportunity for Macquarie Goodman to supply additional space to these customers.

By managing a portfolio of industrial properties in Hong Kong, Macquarie Goodman will be able to extend its Customer Service Model further into the Asian region. Under the JV Agreement. Macquarie Goodman has established an office in Hong Kong headed by Stephen Hawkins, which currently has five staff.

Macquarie Goodman has secured an interest in Global Gateway, which represents an attractive seed property for a future fund, and is considering the acquisition of a number of other assets in Hong Kong.

Global Gateway

Macquarie Goodman has secured the lower portion of Global Gateway in Tsuen Wan comprising 53,880 sqm over 12 floors. The building was secured for \$122 million on a yield of 6.5%. Settlement is deferred until no later than 31 August 2005, with the vendor having a right to call for settlement at any time prior to 31 August 2005 with 30 days' notice in writing. A deposit of 10% was paid on exchange of contracts with a further 10% having since been paid, which entitles Macquarie Goodman to a return equivalent to 10% of the property income. The acquisition will be fully hedged against foreign currency fluctuations.

Global Gateway is well located in one of Hong Kong's major industrial precincts. It has links to all main transport hubs, providing efficient logistics/air cargo services due to its easy access to the Hong Kong International Airport and the Kwal Chung Container Terminals. Tsuen Wan accesses all main transport hubs including the Western Harbour Tunnel. North West Railway, Route 3. Tsing Yi and Lantau Fixed Crossing, Airport Railway, North Lantau and West Kowloon Expressway. The building is 100% occupied. The majority of its customers are leading international logistics companies including DHL International, FedEx, and TNT Express Worldwide which are all existing customers of Macquarie Goodman.

Address:	68 Yeung UK Road and 98 Wang Lung Street, Tsuen Wan, Hong Kong
Asset class:	Warehouse/distribution centre
Purchase price:	\$122 million
Capitalisation rate:	6.5% warehouse 8.0% car park
Lettable area:	53,880 sqm
Occupancy:	100%
Key customers:	DHL International, FedEx and TNT Express Worldwide
Annual net rent:	\$7.9 million
Tenure:	Leasehold expiring in 2047

RePS cashout and debt repayment

As part of the Merger, RePS Holders were given an opportunity to elect to convert their RePS to cash. There was a \$68 million cashout of RePS during the Merger, funded by temporary debt financing.

Several of the transactions described above have been funded using short term debt. Macquarie Goodman intends to use some of the proceeds of the Offer to partially pay down debt in order to reduce Macquarie Goodman's gearing ratio to 34%, marginally below its target gearing range of 35% to 40%.

Snapshot of Macquarie Goodman's operations post transaction and the Offer

After the Offer, Macquarie Goodman will have funds under management of approximately \$6.4 billion⁽¹⁾ in Australia, Singapore, New Zealand and Hong Kong which will be managed by a dedicated team of approximately 200 property professionals. Its direct property investment portfolio will be valued at approximately \$4.1 billion, making it the largest industrial property group listed on ASX, the fourth-largest listed property group in the S&P/ASX 200 Property Index and one of the largest listed industrial property groups globally.

(1) On settlement of the lower portion of Global Gateway.

Property assets under management by geography

ETOTICIO (2008) Marquant Contribution and	ATSTETET		New Zealand Singapore(9, Hong Kong		rom
Property funds under management (SM)	4.051	590	1,654	122	6,417
Space under management (million sqm)	3.2	0.3	1.0	0.1	4.6
Customers	510	140	525	20	1,195
Development pipeline (million sqm of land)	2.0	1.5			3.5

(1) Managed by Ascendas-MGM, which is 40% owned by Macquarie Goodman.

2.2 Financial information

Sections 2.3 to 2.7 of this Offer Document contain summarised financial information for Macquarie Goodman. The financial information is based on financial information in the Explanatory Memorandum, adjusted for events and changes since the Explanatory Memorandum was released.

The financial information has been prepared in accordance with Australian GAAP.

The financial information is presented in an abbreviated form and does not contain all the disclosures that are usually provided in an annual report prepared in accordance with the Corporations Act. No party guarantees the future performance of Macquarie Goodman.

2.3 Sources and uses

The sources and applications of the funds to be raised by Macquarie Goodman pursuant to this Offer Document and the transactions outlined in section 2.1 are set out below:

Sances of thes a
Proceeds from issue of New Securities
Proceeds from sale of certain interests in properties to MGP
Drawdown of additional debt from existing facilities
Total sources of funds

Total application of funds ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
ÍSSUE COSTS	10
RePS cashout	68
Investment in MGP Units	87
Hong Kong acquisition	122
Additional property acquisitions and development expenditure	430
Use of funds 22 "

2.4 Financial performance

This subsection sets out the Directors' forecast of the impact of the Offer on financial performance for the years ending 30 June 2005 and 30 June 2006, It is based on the assessment of the Directors (based on present) circumstances) of anticipated economic and market conditions and the implementation of management's business strategies. While these best-estimate assumptions are considered to be appropriate and reasonable at the time of preparing this information, investors should appreciate that many factors which may affect the results are outside the control of Macquarie Goodman and the Directors or may not be capable of being foreseen or accurately predicted. Accordingly, actual results may vary materially from this expectation.

2.4.1 Forecast financial performance for the year ending 30 June 2005

The Directors believe that pro forma earnings and Distributions per Security for the year ending 30 June 2005 will be in line with previous forecasts. That is, forecast earnings per Security for the year ending 30 June 2005, on a normalised, annual basis, will be 23.65 cents per Security, with Distributions of 25.90 cents per Security, As this is a normalised, annualised earnings figure, the actual result for the year ending 30 June 2005 will be different. The Distribution for the quarter ending 30 June 2005 is forecast to be 6.475 cents per Security.

2.4.2 Forecast financial performance for the year ending 30 June 2006

Forecast financial performance for the year ending 30 June 2006 (Revised Forecast) has been revised since the announcement of the Merger to take account of changes since that time. The following table shows the Revised Forecast financial performance for the year ending 30 June 2006, and the previous forecast as set out in the Explanatory Memorandum

		Yest Stading Cleveline 2003
	BU IDRAPH Kill	Natherest 1133115101101163 ISL 01	EQUISTA FOR STREET IGINI
Net property income	414.8	5.7	420.5
Management income	52.1	1.2	53.3
Investment income	10.0	8.4	18.4
Total income	476.9	15.3	492.2
Expenses from operations	18.0		18.0
Interest	119.1	(26.8)	92.3
Net profit before tax	339.8	42.1	381.9
Tax expense	7.5	1.1	8.6
Consolidated profit after tax before outside equity interests	332.3	41.0	373.3
Outside equity interests	10.5	(4.5)	6.0
Consolidated profit after tax attributable to Securityholders	321.8	45.5	367.3
Profits adjusted in Macquarie Goodman	31.9	1.2	33.1
Amount not distributed		(9.6)	(9.6)
Total Distribution	353.7	37.1	390.8
Weighted average number of Securities (M)	1.288.4	134.6	1,423.0
Earnings per Security (¢)	25.0	0.8	25.8
Distributions per Security (¢)	27.5		27.5

2.4.3 Best estimate assumptions

The following best estimate assumptions have been made in determining the Revised Forecast financial performance:

(a) Net property income

Forecast rental income comprises customers' rent and recoverable outgoings charged to customers less property expenses. Forecast rental income is based on current and expected lease terms, leases on completed developments, and where applicable, expectations for any changes on review and renewal, taking into account expected market growth and CPI increases. During the forecast period, market rental growth between 2% and 4% per annum has been assumed, taking into account relevant factors affecting market rental growth including the location and quality of the property. The CPI increase is assumed to be 3% per annum. An overall average vacancy of seven months has been allowed for in respect of all leases expiring during the forecast period. An average customer retention rate in line with MGI's historical rate of between 75% and 85% has been assumed in respect of expiring leases. Property expenses have been forecast based on existing contracts and assumptions for future costs.

(b) Management income

Management income includes the following:

• Funds management fees from the management of MGP (i). and A-REIT include a base fee calculated as a percentage of total assets ranging from 0.40% to 0.50% per annum and a performance fee. Funds management fees, in the case of A-REIT, include acquisition fees;
• (ii) Property services revenue is derived from three areas:
• in property management fees (Australia and New Zealand) are calculated based on a percentage of annual gross rental receipts and range from 1.25% to 3.0% per annum:
• Similar leasing fees are based on lease expiries during the forecast period and are based on a scale and gross rent:

• let due diligence fees are charged by Macquarie Goodman when MGP undertakes acquisitions and disposals in the forecast period. The fees are based on a range of 0.75% to 1.00% of the transaction value;

• (iii) Development management fees (Australia and New Zealand) include, but are not limited to, fees derived for development management services, project management services, development applications, architectural services, master planning and concept design services. The fees range from 0.5% to 3.5% of the total project costs; and

• (iv) Realised development profits and portfolio rationalisation opportunities total \$20 million. The profits are forecast to arise from the following activities:
• ** turnkey development opportunities;
• $\Rightarrow$ creation of managed wholesale funds;
• in profits on sale of completed developments and other assets to third party funds managed by Macquarie Goodman:
• * strata development opportunities; and
• → land subdivision opportunities.

(c) Expenses from operations

Expenses from operations have been forecast based on existing organisational structures and are expected to remain broadly in line with the previous year.

(d) Borrowing costs and net interest

Interest expense is calculated at an average interest rate having regard to Macquarie Goodman's cost of borrowings (inclusive of margins and fees), interest rate swap agreements in place and allowance for expected capital commitments which will be funded through existing debt facilities. Borrowing costs associated with investment properties under development are capitalised into the carrying value of the properties. The average variable rate linclusive of margins and fees) for debt facilities assumed in the Revised Forecast is 6.65% for the year ending 30 June 2006. The Revised Forecast assumes that the establishment costs of Macquarie Goodman's borrowings are capitalised on the statement of financial position and amortised over the term of the facility.

(e) Investment property, acquisitions and developments

Assumptions in relation to acquisitions and developments have been revised based on actual acquisitions and developments since the preparation of the Explanatory Memorandum. The Revised Forecast for the year ending 30 June 2006 assumes:

	出 的复数 ROLLAS ELS BARTONIA	a navemen 2000 Att rib
Property acquisitions (Australia and New Zealand)	316.5	316.5
Property acquisitions (Asia)		122.0
Development activities	340.8	412.4

Forecast property acquisitions in Australia and New Zealand remain unchanged from the original Explanatory Memorandum Forecast. Management is in advanced discussions to acquire a further property in Asia. Development activities have increased by \$71.6 million for the transactions outlined in this Offer Document. As at the date of this Offer, \$207 million (50%) has been contracted.

The Revised Forecast allows for capital expenditure relating to developments that have already commenced or are budgeted to commence during the forecast period. Where development projects are to be completed outside the forecast period, only that amount of the estimated capital expenditure incurred in the forecast period has been included.

Acquisitions and developments identified above for Australia and New Zealand are forecast on a vield between 8.5% and 9.0%. Acquisitions for other countries are forecast to be at a spread to bond vields of between 2.0% to 3.5%.

(f) Tax expense

Tax expense has been forecast based on tax rates applicable in each country in which Macquarie Goodman operates adjusted for expected permanent differences.

MGI is not liable to Australian income tax including CGT, provided MGI Unitholders are presently entitled to all of its taxable income.

(g) Profits adjusted in Macquarie Goodman

In preparing the Revised Forecast, transactions between MGI and MGM have been eliminated (total of \$33.1 million). The transactions relate to development management and property services profit on MGI projects which are treated as capital expenditure in MGI and income in MGM. An amount of \$23.5 million is assumed to be distributed to Securityholders to maintain Distributions per Security at 27.5 cents for the year ending 30 June 2006.

(h) Capital management

• (i) RePS A number of RePS Holders chose to cash out under the offer made as part of the Merger, as shown in the table in section 2.3 above. It is assumed that no further RePS are cashed out or converted in the year endina 30 June 2006.
• (ii) Distribution Reinvestment Plan It is assumed that the DRP for the forecast period remains active but will not be underwritten. Forecast participation rates are estimated to be 30% of eligible Securityholders. The cash retained from the DRP is assumed to be applied to developments and acquisitions.
• (iii) Equity It is assumed that equity of approximately \$458 million is raised under this Offer, and that an equity issue amounting to \$220 million takes place in the year ending 30 June 2006. The proceeds from the equity issues are assumed to be applied to developments, acquisitions, working capital and the repayment of debt.

2.5 Financial position

The pro forma consolidated statement of financial position as at the allotment date for Macquarie Goodman is shown below:

	E TANK THUNK Consolitation Killi
Current assets
Cash	15.6
Receivables Other	50.3 11.2
Total current assets	77.1
Non-current assets
Receivables	7.4
Equity accounted investments	117.7
Investment properties Other financial assets	4,358.6 99.7
Management rights	6.2
Other	9.0
Total non-current assets	4,598.6
Total assets	4,675.7
Current liabilities
Interest bearing liabilities	210.9
Other creditors and accruals	62.8
Total current liabilities	273.7
Non-current liabilities
Interest bearing liabilities	1,380.5
Other creditors and accruais	38.6
Total non-current liabilities	1,419.1
Total liabilities	1,692.8
Net assets	2,982.9
Gearing (net of cash) (%)	34
Number of Securities (M)	1,385.2
Net tangible assets per Security (\$)	2.11

The pro forma consolidated statement of financial position has been derived from the 31 December 2004 historical financial information.

In preparing this pro forma consolidated statement of financial position, it has been assumed that the following transactions have occurred:

• (a) the Merger:
• (b) payment of the Distributions of \$58.3 million for MGI and \$12.5 million for MGM, in February 2005 for the period ended 31 December 2004;
• (c) acquisition of the lower portion of Global Gateway in Hong Kong for \$122 million:
• (d) acquisitions and development commitments announced after 31 December 2004, up to 12 April 2005 of \$223.6 million:
• (e) restructure of MGP announced on 7 March 2005:
• (f) the RePS cashout in February 2005 in conjunction with the Merger (\$68 million); and
• (a) this Priority Entitlement Offer and Public Offer.

In addition, the following adjustments have been made to arrive at the pro forma consolidated statement of financial position:

• (a) the elimination of payables and receivables between MGI and MGM and other intra-group items in accordance with normal consolidation practice:
• (b) fair value adjustments relating to the acquisition of MGI at the time of the Merger, being an adjustment of \$11.3 million to borrowings and a net increase of \$34.3 million to property investments;
• (c) the elimination of management rights (net of accumulated amortisation and deferred tax liability) amounting to \$77.6 million relating to MGI recorded in the statement of financial position of MGM as at 31 December 2004 as from Macquarie Goodman's perspective revenue and profits are not recognised in respect of this asset; and
• (d) the write-off of the anticipated costs of the Merger of \$31.5 million which have been accrued as a liability and/or paid, and the resulting tax benefit.

2.6 Sensitivity analysis

As indicated in section 2.4 the Revised Forecast may not be met for a variety of reasons. Risks are discussed in section 5 of this Offer Document.

Sensitivity analysis was prepared for a normal anticipated range of movements in interest rates, customer retention rates and foreign exchange rates. However, it has not been included as there were no material movements in forecast Distributions.

2.7 International Financial Reporting Standards (IFRS)

Macquarie Goodman will prepare statutory financial statements under IFRS for the first time for the half year ending 31 December 2005. The expected key implications of adopting IFRS are summarised as follows:

• (a) Investment property revaluations under IFRS, revaluation increments or decrements are recognised in the operating results in the statement of financial performance, whereas under Australian GAAP they are recognised through the asset revaluation reserve in the statement of financial position.
• (b) RePS under IFRS, RePS are likely to be classified as interest bearing liabilities and distributions to RePS Holders treated as interest expense. Currently under Australian GAAP, they are classified as equity and distributions to RePS Holders are treated as a payment to an outside equity interest.
• (c) Hedging Macquarie Goodman hedges certain foreign exchange and interest rate exposures using derivative financial instruments. Under IFRS, financial instruments which do not qualify for hedge accounting will result in increased earnings volatility.
• (d) Accounting for fixed increase reviews in rental under IFRS - Macquarie Goodman has entered into lease arrangements with customers which allow for fixed annual rental reviews. Under current IFRS, MGI would be required to recognise the total lease rental income evenly over the life of the lease. The potential impact of this interpretation would result in an acceleration of revenue recognised for leases in the early stages of their term and a reduction in revenue recognised for leases close to their expiry date.
• (e) Accounting for MGI Units on issue MGI and its subsidiary trusts all have a finite life. Under IFRS, units in trusts with finite lives should be classified as debt instruments rather than equity instruments. Furthermore, there is some uncertainty as to the accounting for MGI Units on issue when these units are Stapled with MGM Shares on issue as upon Stapling, Securityholders are unable to deal with MGI Units separately from MGM Shares.

In addition, there is no Australian equivalent international standard dealing specifically with accounting for Stapled entities, so there is some uncertainty as to the requirements that will be imposed.

It is considered that the implications of adopting IFRS have not changed since the release of the Explanatory Memorandum, and accordingly a reconciliation between IFRS and Australian GAAP is not provided.

Any volatility in the future reported results as a result of IFRS is not expected to affect forecast Distributions.

3. Investigating Accountant's Report

KPMG Transaction Services (Australia) Pty Limited Australian Financial Services Licence No. 245402 10 Shelley Street Sydney NSW 2000

P.O. Box H67 Australia Souare 1213 Arretralia

Telephone: +61.2.9335.7000 Eaccimile: ±81.2.9299.7077 DX: 1056 Sydney www.kpmg.com.au

FINANCIAL SERVICES GUIDE AND INVESTIGATING ACCOUNTANT'S REPORT

The Directors Macquarie Goodman Management Limited Level 10 60 Castlereagh Street Sydney NSW 2000

The Directors Macquarie Goodman Funds Management Limited as Responsible Entity for the Macquarie Goodman Industrial Trust Level 10 60 Castlereagh Street Sydney NSW 2000

Part 1 - FINANCIAL SERVICES GUIDE

Dated 12 April 2005

KPMG Transaction Services

KPMG Transaction Services (Australia) Pty Limited ABN 65 003 891 718 ("KPMG Transaction Services" or "we" or "us" or "ours" as appropriate) holds an Australian Financial Services Licence ("AFSL") issued by the Australian Securities and Investment Commission on 11 March 2004. Our AFSL number is 245402.

We have been engaged by Macquarie Goodman Management Limited ("MGM") and Macquarie Goodman Funds Management Limited ("MGF") as Responsible Entity for the Macquarie Goodman Industrial Trust ("MGI") to issue general financial product advice, about MGM and MGF's financial products, in the form of an Investigating Accountant's Report to be provided to you. We are required to include this FSG in our Report because we have authorised the product issuer to include our Investigating Accountant's Report in the Product Disclosure Statement and Prospectus for MGM and MGF's financial products.

Purpose of the FSG

The purpose of this FSG is to:

• $\bullet$ help you decide whether to consider the Investigating Accountant's Report;
• contain information about remuneration to be paid to us in relation to the $\overline{a}$ Investigating Accountant's Report;
• contain information on the financial services we are authorised to provide under our AFSL: and
• contain information on how you can complain against us.

Financial services we are licensed to provide

Our AFSL authorises us to provide financial product advice in relation to interests in managed investment schemes (excluding investor directed portfolio services) and securities (such as shares and debentures) to wholesale and retail clients.

General Financial Product Advice

In the Investigating Accountant's Report, we provide general financial product advice, not personal financial product advice. It has been prepared without taking into account your personal objectives, financial situation or needs. You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on any advice contained in the Investigating Accountant's Report.

Fees, commissions and other benefits

We charge fees for providing reports. These fees are agreed with, and paid by, the product issuer. Fees are agreed on either a fixed fee or a time cost basis. In this instance, MGM and MGF have agreed to pay us \$200,000 for providing the Investigating Accountant's Report.

Except for the fees referred to above, neither KPMG Transaction Services, nor its representative, or any of its employees, involved in the provision of the report, receive any pecuniary or other benefits, directly or indirectly, for or in connection with, the provision of the Investigating Accountant's Report.

All our employees receive a salary and our directors or employees may receive partnership distributions from KPMG or bonuses based on overall productivity, but not directly in connection with any engagement for the provision of a report.

We do not pay commissions or provide any other benefits to any person for referring customers to us in connection with the reports that we are licensed to provide.

Associations and relationships

Through a variety of corporate and trust structures, KPMG Transaction Services is ultimately wholly owned by, and operates as part of, KPMG's Australian professional advisory and accounting practice. Our directors may be partners in KPMG's Australian partnership. From time to time KPMG Transaction Services or KPMG and/or KPMG related entities may provide professional services, including audit, tax and financial advisory services, to financial product issuers in the ordinary course of its business.

Complaints

If you have a complaint, please raise it with us. All complaints must be in writing, addressed to The Complaints Officer, KPMG Transaction Services, PO Box H67, Australia Square, Sydney NSW 1213. When we receive a written complaint we will record the complaint, acknowledge receipt of the complaint within 15 days and investigate the issues raised. As soon as practical. and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination.

If you are not satisfied with the outcome of the above process, or our determination, you have the right to refer the matter to the Financial Industry Complaints Service Limited ("FICS"). FICS is an independent company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial services industry. Further details about FICS are available at the FICS website: www.fics.asn.au. FICS can also be contacted by telephone on 1300 78 08 08.

Contact details

You may contact us using the details set out at the top of our letterhead on page 1 of this FSG.

3

KPMG Transaction Services (Australia) Pty Limited Australian Financial Services Licence No. 245402 10 Shelley Street Sydney NSW 2000

P.O. Box H67 Australia Square 1213 Augustin

Telephone: +61 2 9335 7000 Eacsimile: +61.2.9299.7077 DX: 1056 Sydney www.kpmg.com.au

PART 2 - INVESTIGATING ACCOUNTANT'S REPORT

The Directors Macquarie Goodman Management Limited Level 10 60 Castlereagh Street Sydney NSW 2000

The Directors Macquarie Goodman Funds Management Limited as Responsible Entity for the Macquarie Goodman Industrial Trust Level 10 60 Castlereagh Street Sydney NSW 2000

12 April 2005

Dear Directors

Investigating Accountant's Report

Introduction

KPMG Transaction Services has been engaged by Macquarie Goodman Management Limited ("MGM") and Macquarie Goodman Funds Management Limited ("MGF") as Responsible Entity for the Macquarie Goodman Industrial Trust ("MGI") to prepare this report for inclusion in the Offer Document to be dated on or about 12 April 2005, and to be issued by MGM and MGF, in respect of the proposed capital raising.

Expressions defined in the Offer Document have the same meaning in this report.

Financial information

KPMG Transaction Services has been requested to prepare a report covering:

• the Pro Forma Consolidated Statement of Financial Position; and $\bullet$
• the Revised Forecast financial information: $\bullet$

described below and disclosed in the Offer Document.

Pro Forma Consolidated Statement of Financial Position

The Pro Forma Consolidated Statement of Financial Position, as set out in section 2.5 of the Offer Document, comprises the Pro Forma Consolidated Statement of Financial Position of the Macquarie Goodman Group as at 31 December 2004.

The Pro Forma Consolidated Statement of Financial Position has been derived from the historical financial information after adjusting for the pro-forma transactions and/or adjustments described in section 2.5 of the Offer Document.

The directors of MGM and MGF are responsible for the preparation and presentation of the Pro Forma Consolidated Statement of Financial Position, including the determination of the proforma transactions and/or adjustments.

The Pro Forma Consolidated Statement of Financial Position is presented in an abbreviated form insofar as it does not include all of the disclosures required by the Australian Accounting Standards applicable to annual financial reports prepared in accordance with the Corporations Act.

Revised Forecast financial information

The Revised Forecast financial information comprises Macquarie Goodman Group's Forecast Consolidated Statement of Financial Performance for the year ending 30 June 2006 together with the best-estimate assumptions on which it is based ("Revised Forecast"), set out in sections 2.4.2 and 2.4.3 of the Offer Document.

The directors of MGM and MGF are responsible for the preparation and presentation of the Revised Forecast financial information, including the best-estimate assumptions on which it is based and the sensitivity of the Revised Forecast to changes in key assumptions.

The Revised Forecast financial information has been prepared by the directors to provide investors with a guide to the Macquarie Goodman Group's potential future financial performance based upon the achievement of certain economic, operating, developmental and trading assumptions about future events and actions that have not yet occurred and may not necessarily occur. The directors' best-estimate assumptions underlying the Revised Forecast financial information are set out in section 2.4.3 of the Offer Document.

There is a considerable degree of judgement involved in the preparation of any forecast. Consequently, the actual results of the Macquarie Goodman Group during the forecast period may vary materially from the Revised Forecast financial information, and that variation may be materially positive or negative.

The risks to which the business of the Macquarie Goodman Group is exposed are set out in section 5 of the Offer Document. Investors should consider the Revised Forecast financial information in conjunction with the analysis in those sections.

The Revised Forecast financial information is presented in an abbreviated form insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial reports prepared in accordance with the Corporations Act.

Scope

Review of Pro Forma Consolidated Statement of Financial Position

We have reviewed the Pro Forma Consolidated Statement of Financial Position in order to report whether anything has come to our attention which causes us to believe that the Pro Forma Consolidated Statement of Financial Position, as set out in section 2.5 of the Offer Document, has not been presented fairly:

• on the basis of the reviewed financial statements of MGM and MGI after allowing for pro forma transactions and/or adjustments; and
• in accordance with the recognition and measurement principles prescribed in Accounting Standards and other mandatory professional reporting requirements in Australia, and accounting policies adopted by MGI and MGM as disclosed in the MGI and MGM half year to 31 December 2004 reviewed accounts and accounting policies adopted by the Macquarie Goodman Group as disclosed in the Explanatory Memorandum dated 3 December 2004.

Our review has been conducted in accordance with Australian Auditing Standard AUS 902 "Review of Financial Reports". We made such enquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances, including:

• a review of the MGM audit workpapers for the half year ended 31 December 2004 and review of the MGI audit workpapers for the half year ended 31 December 2004 and a discussion with the respective auditors and management;
• a review of the pro forma transactions and/or adjustments made to the historical financial information:
• a review of work papers, accounting records and other documents;
• a comparison of consistency in application of the recognition and measurement principles in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by MGI and MGM as disclosed in the MGI and MGM half year to 31 December 2004 reviewed accounts and accounting

policies adopted by the Macquarie Goodman Group as disclosed in the Explanatory Memorandum dated 3 December 2004; and

enquiry of directors, management and others.

KPMG is the statutory auditor of MGM and MGI. Their audit reports, which are not included in this Offer Document, on the historical financial information were, for the period covered by the Pro Forma Consolidated Statement of Financial Position, unqualified.

The procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Review of the Revised Forecast financial information and the directors' best-estimate assumptions

KPMG Transaction Services has reviewed the Revised Forecast financial information set out in section 2.4.2 of the Offer Document, and the directors' best-estimate assumptions underlying the Revised Forecast financial information set out in section 2.4.3 of the Offer Document, in order to report whether anything has come to our attention which causes us to believe that:

• the directors' best-estimate assumptions, when taken as a whole, do not provide reasonable grounds for the preparation of the Revised Forecast financial information;
• the Revised Forecast financial information is not properly compiled on the basis of the directors' best-estimate assumptions or presented fairly in accordance with the recognition and measurement principles prescribed in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by MGI and MGM as disclosed in the MGI and MGM half year to 31 December 2004 reviewed accounts and accounting policies adopted by the Macquarie Goodman Group as disclosed in the Explanatory Memorandum dated 3 December 2004; and
• the Revised Forecast financial information is unreasonable.

Our review has been conducted in accordance with Australian Auditing Standard AUS 902 "Review of Financial Reports".

Our procedures consisted primarily of:

• a review of the business plans of MGM and MGI;
• a review of the assumptions underlying the business plans of MGM and MGI having regard to both internal project information, historical financial results, leasing schedules and costs and external information (property market data and trends);

• a review of the forecast cost savings, including the costs of achieving these savings and the forecast time frames;
• a review of the Macquarie Goodman Group transaction adjustments including the stapled entity eliminations between MGM and MGI; and
• other such enquiries of the directors and management of MGM and MGF and analytical review procedures as we considered appropriate in the circumstances.

In completing our reviews we have noted and accepted:

• the unqualified financial statements of MGM and MGI for the half year ended 31 December 2004 and the year ended 30 June 2004 as audited by KPMG;
• the valuations of properties owned by MGI by various independent expert valuers.

Our review of the Revised Forecast financial information and the directors' best-estimate assumptions is substantially less in scope than an audit examination conducted in accordance with Australian Auditing Standards. A review of this nature provides less assurance than an audit. We have not performed an audit and we do not express an audit opinion on the Revised Forecast financial information or the directors' best-estimate assumptions.

Review statements

Review statement on the Pro Forma Consolidated Statement of Financial Position

Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the Pro Forma Consolidated Statement of Financial Position, as set out in section 2.5 of the Offer Document, has not been presented fairly:

• on the basis of the reviewed financial statements of MGM and MGI after allowing for the pro forma transactions and/or adjustments; and
• in accordance with the recognition and measurement principles prescribed in Accounting Standards and other mandatory professional reporting requirements in Australia, and accounting policies adopted by MGI and MGM disclosed in the MGI and MGM half year to 31 December 2004 reviewed accounts and accounting policies adopted by the Macquarie Goodman Group as disclosed in the Explanatory Memorandum dated 3 December 2004.

Review statement on the Revised Forecast financial information and the directors' best-estimate assumptions

Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that:

• the directors' best-estimate assumptions, set out in section 2.4.3 of the Offer Document, when taken as a whole, do not provide reasonable grounds for the preparation of the Revised Forecast financial information:
• The Revised Forecast financial information in section 2.4.2 of the Offer Document, is not properly compiled on the basis of the directors' best-estimate assumptions or presented fairly in accordance with the recognition and measurement principles prescribed in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by MGI and MGM disclosed in the MGI and MGM half year to 31 December 2004 reviewed accounts and accounting policies adopted by the Macquarie Goodman Group as disclosed in the Explanatory Memorandum dated 3 December 2004; and
• The Revised Forecast financial information is unreasonable.

The Revised Forecast financial information is based upon a number of estimates and assumptions that, while presented with numerical specificity and considered reasonable by MGM and MGF, are inherently subject to significant business, economic and competitive uncertainties and contingencies many of which are beyond the control of MGM and MGF, and upon estimates and assumptions with respect to future business decisions which are subject to change. The inclusion of this information in the Offer Document should not be regarded as a representation or warranty with respect to its accuracy or the accuracy of the underlying estimates and assumptions or that the Macquarie Goodman Group will achieve or is likely to achieve any particular results. This information also assumes the success of Macquaric Goodman Group's stated business strategies. The success of these strategies is subject to uncertainties and contingencies beyond their control, and no assurance can be given that the strategies will be effective or that the anticipated benefits from the strategies will be realised in the period for which Revised Forecast financial information has been prepared or otherwise. Accordingly, there can be no assurance that these results will be realised. The forecasts may vary from actual results, and these variations may be material. Securityholders are cautioned not to place undue reliance on the Revised Forecast financial information.

Independence

KPMG Transaction Services does not have any interest in the outcome of this issue, other than in connection with the preparation of this report and participation in due diligence procedures for which normal professional fees will be received. KPMG is the auditor of MGM, MGI and Macquarie Goodman Group and from time to time, KPMG also provides MGM and MGI with certain other professional services for which normal professional fees are received.

Responsibility

KPMG Transaction Services has consented to the inclusion of this Investigating Accountant's Report in the Offer Document in the form and context in which it is so included, but has not authorised the issue of the Offer Document. Accordingly, KPMG Transaction Services makes no representation regarding, and takes no responsibility for, any other statements, or material in, or omissions from, the Offer Document.

General advice warning

This report has been prepared, and included in the Offer Document, to provide investors with general information only and does not take into account the objectives, financial situation or needs of any specific investor. It is not intended to take the place of professional advice and investors should not make specific investment decisions in reliance on the information contained in this report. Before acting or relying on any information, an investor should consider whether it is appropriate for their circumstances having regard to their objectives, financial situation or needs.

Yours faithfully

Joag Menne

Craig Mennie Director

4. Taxation summary for investors

This section is a summary of the key Australian tax issues for Securityholders who are residents for Australian tax purposes, investing in Securities (being MGI Units Stapled to MGM Shares). It relates to Securityholders who are Australian resident individuals who hold the Securities on capital account rather than on revenue account or as trading stock.

Securityholders should be aware that the actual tax implications of investing in the Securities may differ depending on their individual circumstances. Securityholders should seek professional advice on the tax implications of their investment in the Securities having regard to their own particular circumstances.

4.1 Taxation of MGI

MGI will not be liable for any income tax if at all times the Securityholders are presently entitled to the net taxable income of MGI. The net taxable income of MGI will generally be taxed in the hands of Securityholders.

4.2 Taxation of New Securities

The New Securities will rank equally with all other Securities in relation to all future Distributions and will be taxed in the same manner as outlined below for Securities.

4.3 Holding of Securities

Each of the components of a Stapled security is treated separately for tax purposes. Securityholders may receive distributions from MGI and dividends from MGM - the tax consequences of receiving distributions and dividends are outlined below.

(a) Taxation of distributions from MGI

Securityholders will include in their assessable income, for each year of income, the portion of the net taxable income of MGI for that year of income to which they become entitled. This includes distributions that are reinvested in additional Securities and income that a Securityholder becomes entitled to but has not yet received.

Distributions from MGI might include capital gains (that are subject to discount capital gains treatment), imputation credits or foreign tax credits. Securityholders may benefit from discount capital gains, imputation credits and foreign tax credits, depending on their personal circumstances.

In addition, distributions may also include non-assessable amounts. If all or part of a distribution by MGI is not subject to tax in the hands of the Securityholder, other than a distribution of the discounted element of a capital gain. the Securityholder's CGT cost base in the MGI Units will be reduced for CGT purposes by the amount of the nonassessable component. If the Securityholder's CGT cost base in the MGI Units is reduced to zero, the Securityholder will make a capital gain in respect of any excess nonassessable amounts received from MGI. Depending upon the Securityholder's personal circumstances, certain Securityholders may qualify for discount capital gains treatment on this deemed capital gain.

(b) Taxation of dividends from MGM

Securityholders will be assessed on any dividends received from MGM in the year of income in which the dividend is

paid (even where the dividends are reinvested). Where the dividends are wholly or partly franked, the Securityholder's assessable income may include an additional amount which reflects the amount of the franking credit (ie, the tax paid on the profits from which the dividends have been paid), in certain circumstances, the franking credit may not be included in the Securityholder's assessable income, such as where the Securityholder has both purchased and sold Securities within 45 days of the ex-dividend date, or otherwise does not hold Securities sufficiently at risk. Where a franking credit is included in the Securityholder's assessable income, the Securityholder will then be allowed a rebate of tax equal to the amount of the franking credit.

4.4 Disposal of Securities

When a Securityholder disposes of Securities, the CGT issues related to the disposal of the MGI Units and MGM Shares should be determined separately. That is, the disposal of a Security will involve two CGT events, and the calculation of the capital gain or loss must be performed separately for each CGT event. On the disposal of a Security, the capital proceeds will need to be apportioned between the two CGT events on the basis of what is reasonably attributable to each CGT event.

Securityholders may make a capital gain or a incur a capital loss on the disposal of Securities, whether by way of sale or upon redemption. The amount of any capital gain or loss will be calculated as the difference between the capital proceeds and the cost base of the MGI Units and MGM Shares respectively. The cost base of a CGT asset generally includes the expenditure incurred to acquire the CGT asset such as the issue price or purchase price, and any incidental costs of acquisition and disposal.

Depending upon the circumstances under which Securityholders acquired the Securities, an apportionment may also need to be performed to determine the cost base of each CGT asset. Again, the basis of apportioning the expenditure incurred to acquire the Security between the two CGT assets will be by reference to what is reasonably attributable to each CGT asset.

If the MGI Unit or MGM Share (as the case may be) has been held by a Securityholder, who is an individual, for at least 12 months prior to disposal, then the amount of any capital gain may be reduced by the 50% CGT discount for the purposes of calculating the amount of the net capital gain for inclusion in assessable income. The capital gain is offset by any available capital losses before applying the discount.

4.5 TFNs

An Applicant is not required to quote a TFN when applying for New Securities. However, if a TFN or an Australian Business Number is not provided by a Securityholder, who is a resident for Australian tax purposes (and a relevant exemption has not been quoted by the Applicant), withholding tax will be deducted from the payment of distributions by MGI and from any unfranked component of dividends paid by MGM at the highest marginal tax rate, which is currently 48.5%.

5. Risk factors

There are number of factors which may have an impact on the future performance of Macquarie Goodman. There are a number of risks associated with investing in both property and stock market listed securities. The future level of incomedistributions, value of assets and market value of securities may be influenced by any of these risk factors. While the assumptions made in the preparation of the forecasts are considered to be reasonable, there are a number of factors that may affect the achievement of these forecasts, many of which are beyond the control of Macquarie Goodman and the Directors.

Macquarie Goodman is exposed to risks specific to property markets and general business risks.

5.1 Property market risks

The past strong performance of Macquarie Goodman's properties does not quarantee their future performance. Any deterioration of the Australian and New Zealand property markets could adversely affect the value of Macquarie Goodman's properties. Macquarie Goodman will be subject to the prevailing property market conditions in the countries and sectors in which it operates. Adverse changes in market sentiment or market conditions may impact Macquarie Goodman's ability to acquire, manage or develop assets, as well as the value of Macquarie Goodman's properties. These impacts could lead to a reduction in earnings or the carrying value of properties. These risks are outlined below.

(a) Changes in the value and income of properties

Returns from investment in properties largely depend on the rental generated from the property and the expense incurred in its operation, including the management and maintenance of the property as well as the changes in the market value of the property.

Rental income and/or the market value of properties may be adversely affected by a number of factors, including:

• (i) the overall conditions in the national and local economy. such as changes to growth in gross domestic product, employment, inflation and interest rates;
• (ii) local real estate conditions, such as changes in the demand and supply for industrial properties;
• (iii) the perception of prospective customers regarding the attractiveness and convenience of properties;
• (iv) the convenience and quality of properties;
• (v) unforeseen capital expenditure:
• (vi) supply of new properties and other investment properties; and
• (vii) investor demand/liquidity in investments.

(b) Leasing terms and customer defaults

The performance of Macquarie Goodman depends on its ability to continue to lease existing industrial and business space on economically favourable terms. In addition, the ability to lease new industrial and business space in line with expected terms will impact on the financial performance of Macquarie Goodman.

(c) Bankruptcy or closure of major customers

The bankruptcy or closure of a major customer may have a material adverse effect on property income, which may result in a negative impact on the financial performance of Macquarie Goodman.

(d) Liquidity of property investments

The nature of investments in properties may make it difficult to alter the balance of income sources in Macquarie Goodman in the short term in response to changes in economic or other conditions.

(e) Acquisition of properties

A key element of Macquarie Goodman's future strategy will involve the acquisition of properties to add to the property portfolio. Whilst it is Macquarie Goodman's policy to conduct a thorough due diligence process in relation to any such acquisition, risks remain that are inherent in such acquisitions. These risks could include unexpected problems or other latent liabilities such as the existence of asbestos or other hazardous materials or environmental liabilities. There are also risks associated with integration of businesses. including financial and operational issues as well as employee related issues.

(f) Development

Macquarie Goodman is involved in the development of industrial properties. Development risks include changes in construction costs and development timetables that may arise from issues including, but not limited to, industrial disputes, inclement weather, supply shortages, construction difficulties, litigation and failure of contractors and subcontractors. There is also the risk that customers will not be obtained for uncommitted development space. Macquarie Goodman's cost of developing investment properties could be adversely affected if these risks were to eventuate.

(g) Development pipeline

A key factor underlying Macquarie Goodman's future growth prospects is its ability to deliver its current development pipeline. There is a risk that some of these proposed developments will not proceed or the costs and time incurred may exceed those that are budgeted.

5.2 General business risks

(a) Capital markets

Macquarie Goodman has exposure to capital markets risks for those assets which are New Zealand and Singapore stock market listed securities. In addition, growth in Macquarie Goodman's funds management revenue relies on its ability to access listed capital markets. Macquarie Goodman's operating results will be affected by changes to international stock markets, general economic conditions, changes to the compilation of indices and changes in government policies and regulatory policies applicable to those countries in which Macquarie Goodman manages vehicles with stock market listed securities.

5. Risk factors continued

(b) Regulatory issues and changes in law

Macquarie Goodman is subject to the usual business risk that there may be changes in laws that reduce income or increase costs. Depending on the nature of any changes, these effects would be limited to the value of returns generated from particular property investments or development and construction projects or business units operating in more than one jurisdiction. For example, there could be changes in tenancy laws which limit the recovery of property outgoings and changes or increases in real estate taxes which cannot be recovered as outgoings from customers or changes in environmental laws that require capital expenditure.

(c) Exchange rate fluctuations and complexity of international operating environment

Macquarie Goodman has international operations and assets held outside Australia. Macquarie Goodman's operating results will be affected by fluctuations in exchange rates. Macquarie Goodman will be affected by other risks associated with its international operations, including general economic conditions in the countries in which it operates and any changes to the legal and regulatory environment (including the basis of taxation) applicable in those countries.

(d) Interest rates

Adverse fluctuations in interest rates, to the extent that they are not hedged or forecast, will impact on the earnings available for distribution to Securityholders. It is anticipated that the majority of debt will be hedged through the use of fixed interest rate loans or interest rate swaps to mitigate the risk. Whilst a significant portion of the borrowings will be hedged there is still a degree of interest rate exposure.

Adverse movements in interest rates may also impact Macquarie Goodman's earnings before interest and asset values due to any impact on property markets in which Macquarie Goodman operates.

(e) Taxation

Changes in tax law, or changes in the way tax law is expected to be interpreted, in the various jurisdictions in which Macquarie Goodman operates, may impact the expected forecast tax liabilities of Macquarie Goodman. Under current income tax legislation, MGI is generally not liable to Australian income tax, including CGT, provided MGI Unitholders are presently entitled to all the taxable income of MGI. Should the actions or activities of MGF cause MGI to fall within the operative provisions of Division 6B or 6C of the Income Tax Assessment Act 1936 (Cth), MGI may be taxed on its net income at a rate which is currently equivalent to the corporate income tax rate of 30%.

(f) Litigation and disputes

Legal and other disputes (including industrial disputes) may arise from time to time in the ordinary course of operations. Any such dispute may impact on earnings or affect the value of Macquarie Goodman's assets. Where disputes arise and the likely outcome can be ascertained, Macquarie Goodman will forecast these outcomes.

(g) Competition

Macquarie Goodman faces competition from other property groups and other organisations in the countries in which it operates. Macquarie Goodman also operates with the threat of new competition entering the market. Competition may lead to an oversupply through overdevelopment, or to prices for existing properties or services being inflated via competing bids by prospective purchasers. The existence of such competition may have a material adverse impact on Macquarie Goodman's ability to secure customers for its properties at satisfactory rental rates and on a timely basis or to develop properties at an appropriate cost.

(h) Insurance

Macquarie Goodman carries material damage, business interruption and liability insurance covering its property portfolio with policy specifications and insured limits customarily carried for similar properties in all countries where Macquarie Goodman operates. There are, however, types of losses (such as from floods and earthouakes) that are generally not insured at full replacement cost or that are insured subject to larger deductibles. Macquarie Goodman will carry insurance in respect of terrorism and will continue to seek appropriate coverage (subject to standard exclusions for nuclear, chemical or biological incidents) having regard to the nature of Macquarie Goodman's portfolio and operations. The scope of renewal of insurance, including in relation to acts of terrorism, will be dependent on a number of factors such as the continued availability of coverage, the nature of risks to be covered, the extent of the proposed coverage and costs involved.

(i) Management rights

Management rights that Macquarie Goodman may possess in respect of wholesale property funds management businesses may contain various review points and investor redemption provisions. Underperformance of these property funds may give rise to the risk that the investment manager mandates can be cancelled or otherwise changed, which may impact on the financial performance of Macquarie Goodman, Macquarie Goodman does not currently possess management rights in respect of wholesale property funds.

(i) Funding

In order to provide for future growth, Macquarie Goodman relies on both equity and debt funding along with refinancing of existing debt facilities. An inability to obtain the necessary funding for Macquarie Goodman or a material increase in the cost of the funding through an increase in interest rates may have an adverse impact on Macquarie Goodman's performance and financial position.

(k) Political factors

Property income and value may be affected by the political or sovereign position of any country or region in which Macquarie Goodman operates. Major disturbances such as wars, riots, strikes, blockades and acts of terrorism, have the potential to adversely affect property income and value.

6. Rights attaching to Securities

6.1 How does Stapling work?

Macquarie Goodman was created by the Merger between MGI and MGM. This was achieved by Stapling MGI Units to MGM Shares so that they trade as a single security.

MGI and MGM will continue to exist as separate legal entities and MGI Units and MGM Shares will remain as separate legal assets. Holders of Securities hold both MGI Units and MGM Shares.

However, the Stapling of MGI Units and MGM Shares means, among other things, that MGI Units and MGM Shares now trade as one security on ASX and are not able to be traded or dealt with separately. For example:

• (a) a transfer of MGI Units can only occur if it is accompanied by a transfer of the same number of MGM Shares (and vice versa); and
• (b) any issue, repurchase or redemption by MGF of MGI Units can only occur if matched by a corresponding issue, repurchase or redemption of the same number of MGM Shares by MGM (and vice versa).

Other features of the Stapling of MGI Units and MGM Shares are:

• (a) MGI and MGM operate essentially as a co-ordinated economic group;
• (b) MGI and MGM have identical investors with an identical proportionate interest in each entity:
• (c) the MGI Constitution and MGM Constitution (together with the Stapling Deed) ensure that the affairs of each entity are operated in a co-ordinated manner. For example, general meetings of MGI and MGM will be held concurrently or consecutively. An overview of the key terms of the Stapling Deed is set out in section 6.2 below; and
• (d) Securityholders will receive combined reports on Macquarie Goodman and one distribution and dividend cheque when a distribution or dividend is paid.

6.2 Stapling Deed

MGF and MGM have entered into a Stapling Deed which sets out various matters in respect of the relationship between MGF and MGM whilst MGI Units are Stapled to MGM Shares including:

• (a) that each party must not do anything which would cause MGI Units and MGM Shares not to be Stapled;
• (b) restrictions on dealings in MGI Units and MGM Shares;
• (c) that the parties must maintain a Securityholder register and appoint a common registrar;
• (d) the circumstances where the Stapling will be terminated;
• (e) that the parties must co-operate with each other in relation to all matters relating to the Securities;

• (f) the provision of financial support to the other party (and members of its group), subject to certain exceptions;

• (g) the co-ordination of the provision of information to Securityholders; and

• (h) the limitation of liabilities arising in connection with the Stapling Deed that can be enforced against MGF.

6.3 Rights and obligations of Securityholders

The rights and obligations of Securityholders will be principally governed by the MGI Constitution and MGM Constitution (as may apply from time to time).

The MGI Constitution will apply to the MGI Unit component of the Security and the MGM Constitution will apply to the MGM Share component of the Security. An overview of the MGI Constitution and MGM Constitution is set out in sections 6.4 and 6.5 respectively below.

The rights and obligations of Securityholders will also be affected by the Corporations Act, the Listing Rules and other laws which apply to MGI, MGM and Securityholders from time to time

6.4 Summary of MGI Constitution

The main rules governing the rights and obligations of MGI Unitholders are set out in the MGI Constitution. The Corporations Act, exemptions and declarations by ASIC, the Listing Rules and the general law of trusts are also relevant to the rights and obligations of MGI Unitholders. In particular, meetings of MGI Unitholders (including applicable voting rights), amendments to the MGI Constitution and removal of the responsible entity are primarily regulated by the Corporations Act.

A complete copy of the MGI Constitution is available on request. The following information summarises the main provisions of the MGI Constitution which govern the rights and obligations of MGI Unitholders and the powers of MGF (as the responsible entity and trustee for MGI).

• (a) (Units): The beneficial interest in MGI is divided into units and no MGI Unit confers an interest in a particular asset of MGI. The MGI Constitution allows the issue of partly paid MGI Units and options over MGI Units. Fractions of MGI Units will only be issued if a consolidation or division occurs. Otherwise, where any calculation under the MGI Constitution would result in the issue of a fraction of a MGI Unit, the number of MGI Units to be issued will be rounded down to the nearest whole MGI Unit.
• (b) (Limited liability of MGI Unitholders): No MGI Unitholder will be personally liable for an obligation of, or liability incurred by, MGF (subject to the MGI Constitution and the law). However, MGF may deduct from any amount payable to a MGI Unitholder (or received from a MGI Unitholder) any amount of tax (or an estimate of it) which MGF believes it should deduct.

6. Rights attaching to Securities continued

(c) (Transfer of MGI Units): Transfers of MGI Units and options may be effected in any manner permitted by the CHESS System. MGF may only refuse to register a transfer of MGI Units or options where permitted to do so by law, the Listing Rules or the ASTC Settlement Rules.

Whilst Stapling applies. MGF must not register any transfer of MGI Units unless it is a single transfer of Securities.

Where permitted to do so by the Corporations Act, the Listing Rules or the ASTC Settlement Rules, MGF may request a holding lock to prevent a transfer of MGI Units.

• (d) (Joint holders): Joint holders will be jointly and severally liable in respect of all payments, including payments of tax, which ought to be made in respect of a MGI Unit or option. Only the person whose name appears first in the register as one of the joint holders is entitled to notices and other communications. A payment to any one of the joint holders will discharge MGF of the obligation to make the payment.
• (e) (Withdrawals): A MGI Unitholder's right to make a withdrawal request is suspended while the MGI Units are officially quoted on ASX. However, while MGI Units are officially quoted on ASX, MGF may, subject to the Corporations Act and the Listing Rules, purchase Securities on ASX and may cause those Securities to be cancelled.
• (f) (Proxy): Any MGI Unitholder may be represented at any meeting of MGI by a proxy. Under the Corporations Act. the executed proxy form must be received by MGF no less than 48 hours before the time for holding the meeting as is specified in the notice convening the meeting.
• (g) (Meetings of MGI): A MGI Unitholder's right to requisition, attend and vote at a MGI meeting is primarily governed by the Corporations Act. On a show of hands, each MGI Unitholder has one vote. On a poll, each MGI Unitholder has one vote for each dollar of the value of the total interests they have in MGI. The RePS Terms (incorporated by reference into the MGI Constitution) provide that RePS Holders are entitled to receive all notices of meeting and to attend (but not vote at) all meetings of MGI Unitholders.
• (h) (Stapling): Subject to the MGI Constitution, the Corporations Act and the Listing Rules, MGF may cause the Stapling of the MGI Units to MGM Shares and other securities) with the intention that they be traded as a single security. See also the summary of the Stapling Deed under section 6.2 above.

Following approval by a special resolution of MGI Unitholders (and the members of the other Stapled Entities), MGF may determine a date on which the Stapling provisions of the MGI Constitution will cease to apply. Stapling also ceases to apply if Stapling becomes unlawful or prohibited by the Listing Rules. MGF may subsequently determine that the Stapling provisions should recommence.

• (i) (MGF's duties): MGF may have regard to the interests of MGI Unitholders and holders of the Attached Securities in the Stapled Entities as a whole.
• 借. (Power to issue MGI Units): The MGI Constitution allows for the Issue of both MGI Units and options over MGI Units at issue prices determined in accordance with the MGI Constitution.
• (k) (Income and distribution): MGI Unitholders on the register at the end of each financial year are presently entitled to MGI's distributable income for the year, in proportion to their unitholding. MGF must pay distributions to MGI Unitholders within 90 days of the last day of each distribution period. MGF may determine the distribution periods (currently the distribution periods are the quarters ending on 31 March, 30 June, 30 September and 31 December).
• (Capital distributions): MGF may distribute capital to 仆 MGI Unitholders.
• (m) (MGF's powers): MGF has all the powers it is possible to confer upon a trustee and which are necessary for fulfilling its obligations under the MGI Constitution as if it were the absolute owner of the trust fund. MGF may appoint agents or delegates to perform its obligations and exercise its powers (including the power to in turn, appoint their own agents), including its related bodies corporate.
• (n) (MGF's remuneration): MGF's entitlement to receive fees will be suspended while Stapling applies.
• (o) (MGF's indemnity and reimbursement for costs): MGF is entitled to be reimbursed from MGI for all expenses reasonably and properly incurred in connection with MGI or in performing its obligations under the MGI Constitution. Although MGF will not be entitled to fees while Stapling applies, MGF will be entitled to recover from MGI fees charged to it by MGM and its related bodies corporate for providing services to MGI. These will include funds management services, property services and development management services under arms length contracts benchmarked to market from time to time.

MGF has a full right of indemnity from the assets of MGI unless in respect of a relevant matter it has acted negligently, fraudulently or in breach of trust.

6. Rights attaching to Securities continued

• (p) (MGF's limitation of liability): Subject to the Corporations Act, MGF is not liable for any loss or damage to any person (including any MGI Unitholder) arising out of any matter unless, in respect of that matter, it acted both:
• (i) otherwise than in accordance with the MGI Constitution: and
• (ii) without a belief held in good faith that it was acting in accordance with the MGI Constitution.

In any case, to the extent permitted by law, MGF's liability in relation to MGI is limited to the assets from which MGF is entitled to be, and is in fact, indemnified.

Subject to the Corporations Act, MGF is not liable for any loss or damage where it relied in good faith on the services of, or information or advice from, or purporting to be from, any person appointed by it.

MGF is entitled to be indemnified by the holder of a MGI Unit or option to the extent it incurs any liability for tax as a result of the holder's action or inaction.

If any member of a compliance committee established by MGF in connection with MGI incurs a liability in that capacity in good faith, MGF may indemnify the compliance committee member to the extent permitted by the Corporations Act.

• (q) (Retirement and removal of MGF): MGF as responsible entity for MGI may retire or can be replaced in accordance with the Corporations Act.
• (r) (Small Holdings): MGF may sell any MGI Units held by a MGI Unitholder which (together with the corresponding Stapled MGM Shares) comprise less than a marketable parcel (as provided under the Listing Rules) without request by the MGI Unitholder provided that at least seven days' notice is given in respect of a parcel that was less than a marketable parcel at the time or acquired or in other cases where holders hold Small Holdings, six weeks' notice of the intention to sell must be given by MGE.
• (s) (Power to amend MGI Constitution): Subject to the Corporations Act, MGF may amend the MGI Constitution by deed.

6.5 Summary of MGM Constitution

The MGM Constitution contains the internal rules of MGM. It deals with matters such as the rights, duties and powers of MGM Shareholders and the directors of MGM. The Corporations Act, exemptions and declarations given by ASIC and the Listing Rules (subject to waivers) are also relevant to the rights and obligations of Securityholders.

A complete copy of the MGM Constitution is available on request. The main provisions of the MGM Constitution are summarised below:

• (Share capital): The directors of MGM may issue or (a) dispose of MGM Shares, or grant options over unissued MGM Shares, to any person on any terms and conditions.
• (b) (Stapling): Each MGM Share is Stapled to one MGI Unit to form one Security. Unless and until un-Stapling occurs, the directors of MGM must not by act or omission cause a MGM Share to cease being part of the Security.

Subject to the Corporations Act, the Listing Rules and approval by a special resolution of MGM Shareholders and of MGI Unitholders (and, where appropriate, by holders of any additional Attached Securities), the directors of MGM may determine that Stapling ceases to apply.

(c) (Transfer of MGM Shares): MGM Shares may be transferred as provided by the operating rules of a prescribed CS facility (as defined in the Corporations Act) if applicable or by any other method of transfer which is required or permitted by the Corporations Act and ASX.

Where Stapling applies no transfer of a MGM Share will be registered unless the Stapled MGI Unit and any other relevant Attached Security are also transferred simultaneously.

• (d) (General meetings of MGM): Notice of a general meeting of MGM must be given in accordance with the Corporations Act. The directors of MGM must convene a meeting when required by the Corporations Act and may convene a meeting whenever they think fit. While Stapling applies, they may convene a combined meeting of MGI Unitholders and MGM Shareholders and determine the rules of conduct for such meetings. RePS Holders who are entitled to receive notices of meeting of MGM under the revised RePS Terms may attend meetings but are not entitled to vote.
• (e) (Proxy): Any MGM Shareholder may be represented at any meeting of MGM by a proxy. Under the Corporations Act, the executed proxy form must be received by MGM no less than 48 hours before the time for holding the meeting as is specified in the notice convening the meeting.

6. Rights attaching to Securities continued

• (f) (Voting): Subject to any rights or restrictions of any MGM Shares or class of shares, each MGM Shareholder is entitled to receive notice of, attend and vote at a general meeting of MGM. On a show of hands, each MGM Shareholder present in person and each other person present as a proxy, attorney or a representative of a MGM Shareholder has one vote. On a poll, each MGM Shareholder present in person and each other person present as a proxy, attorney or a representative of a MGM Shareholder has one vote for each fully paid MGM Share and for partly paid MGM Shares has votes in proportion to the extent to which MGM Shares are paid up.
• (g) (Removal of director): MGM may, at a special general meeting called for the purpose, remove a director provided 14 days' notice of any such meeting is served upon the director concerned. Any vacancy created by that removal may be filled at the meeting by the election of another director in his or her place or, in the absence of any such election, by the directors of MGM.
• (h) (Directors' remuneration): The directors of MGM are entitled to be remunerated for their services as directors. The total amount or value of the remuneration for nonexecutive directors must not exceed the sum determined from time to time by MGM in general meeting (currently being \$950,000 per annum in aggregate).
• (Insurance and indemnity): MGM may indemnify 挿 every current or former director of MGM, secretary or executive officer of MGM, to the extent permitted by law. for all liabilities and legal costs for defending or resisting proceedings incurred in that capacity.

MGM may (to the extent permitted by law) purchase and maintain insurance for liability incurred as a director, secretary or executive officer of MGM.

• (Dividends): Each MGM Shareholder is entitled to such 狛 dividends as may be declared by the directors of MGM from time to time. The directors of MGM may determine, subject to the Corporations Act, that a dividend is payable, fix the amount and the time for payment and authorise the payment or crediting by MGM to, or at the direction of, each member entitled to that dividend. Interest is not payable on a dividend.

• (k) (Winding up): In the event of the winding up or dissolution of MGM, each MGM Shareholder shall be entitled parl passu to receive a distribution of capital paid up on the MGM Shares and to share pari passu in the surplus assets of MGM. With the sanction of a special resolution, the liquidator may divide among the MGM Shareholders in kind the whole or any part of MGM's property and decide how the division is to be carried out.

• 曲 (Small Holdings): The directors of MGM may sell any MGM Shares held by a Securityholder which (together with the corresponding Stapled MGI Units) comprise less than a marketable parcel (as provided under the Listing Rules) without request by the MGM Shareholder. Where MGM Shareholders hold new Small Holdings, being holdings of MGM Shares created after the new MGM Constitution came into effect on 9 February 2005 by the transfer of a parcel of MGM Shares the market value of which at the time the transfer was initiated was less than a marketable parcel as provided under the Listing Rules, MGM must give the MGM Shareholder seven days' notice of an intention to sell. In other cases where holders hold Small Holdings, six weeks' notice of the intention to sell must be given by MGM.

• (m) (Application of Listing Rules): While MGM is admitted to the official list of ASX. the Listing Rules prevail to the extent that there is an inconsistency between the provisions of the MGM Constitution and the Listing Rules.
• (n) (Powers and duties of directors): The directors of MGM will be entitled, to the extent permitted by law, to have regard to the interests of MGI Unitholders and may act in the best interests of Macquarie Goodman Group as a whole, rather than only in the interests of MGM.

7.1 Interests of Directors

(a) Interests in marketable Securities

The following table lists the Securities held by or on behalf of each Director as at the date of this Offer Document:

Prescr	Number of Securits from
Mr David Clarke	80,950
Mr Gregory Goodman (1)	97,829,263
Mr Patrick Allaway	114.000
Mr Ian Ferrier	ΝiΙ
Mr John Harkness	Nil
Mr Patrick Goodman®	97,829,263
Ms Anne Keating	14.250
Mr William Moss	43,451
Dr David Teplitzky	Nil
Ms Lynn Wood	13,622

⁽¹⁾ Mr Gregory Goodman and Mr Patrick Goodman together have an interest in the Securities through Goodman Holdings Group and interests associated with them. Included within this total are 3,666,667 Securities held by Mr Gregory Goodman and 333,334 Securities held by Mr Craig Goodman under the terms of the Macquarie Goodman Employee Share Acquisition Plan. Under the terms of that Plan, Securities are held subject to the satisfaction of performance hurdles, tenure requirements and repayment of a loan bearing interest at Macquarie Goodman's cost of debt.

(b) Remuneration of Directors

The non-executive Directors are paid fees for their services. The maximum fee expense in respect of non-executive Directors is \$950,000 per annum in aggregate.

Messrs John Harkness, Ian Ferrier and David Teplitzky will receive \$500 per hour for their participation on the Due Diligence Committee for this Offer.

The Directors also have the benefit of indemnities under the MGM Constitution, the constitution of MGF and insurance policies maintained by MGF and MGM.

(c) No other interests of Directors

Other than as set out in this section 7.1 or elsewhere in this Offer Document:

• (i) no Director or proposed Director has, or has had at any time in the two years before the date of this Offer Document, any interests in:
• the formation or promotion of MGI or MGM:
• in property acquired or proposed to be acquired by MGI or MGM in connection with their formation or promotion or the Offer; or

• → the Offer; and

• (ii) other than the amounts referred to in section 7.1(b), no amounts have been paid or agreed to be paid and no value or other benefit has been given or agreed to be aiven to any Director:

• $\rightarrow$ to induce him or her to become, or to qualify as, a Director: or
• the for services which he or she has provided in connection with either the formation or promotion of MGI or MGM or the Offer.

7.2 Underwriting Agreement

The Underwriters and Macquarie Goodman have entered into the Underwriting Agreement to underwrite the Offer.

Under the Underwriting Agreement, the Underwriters have agreed to subscribe for any New Securities for which valid applications are not received under the Offer in their respective proportions of one third each.

Macquarie Goodman must pay the Underwriters (in their respective proportions) an underwriting fee of 2% of the total aross proceeds of the Offer less those proceeds resulting from the subscription for New Securities by Macquarie Bank or Goodman Holdings Group.

Macquarie Goodman must also pay to MECM an additional fee for its services with respect to the structuring of the Offer of \$1.0 million.

The Underwriters are entitled to recover from Macquarie Goodman certain costs including reasonable legal costs and additional out of pocket expenses in respect of the Offer. any stamp duty. GST or similar taxes payable in respect of the Offer, the Underwriting Agreement or allotment of New Securities and all reasonable costs in respect of any ASX, ASIC or other regulatory body's review of the Offer Document.

Macquarie Goodman will also indemnify the Underwriters, its related bodies corporate and each of their officers, affliates, employees, Directors, agents, contractors, representatives and advisers against all Claims (as defined in the Underwriting Agreement), demands, damages, losses, costs, expenses and payments incurred as a result of, or in connection with, the Offer, the Offer Document (including the Application Forms and any supplementary Offer Document), Public Information (as defined in the Underwriting Agreement) and certain other breaches or acts.

The Underwriting Agreement imposes various obligations on Macquarie Goodman, including to not allot, agree to allot or indicate in any way any allotment of Securities or other securities that are convertible or exchangeable into equity or that represent the right to receive equity of Macquarie Goodman or any entity within the Macquarie Goodman Group (other than pursuant to the Offer, the Underwriting Agreement, employee or incentive share plans, the conversion of RePS, dividend reinvestment or bonus share plans). without the prior written consent of the Underwriters) at any time after the date of the Underwriting Agreement and before the expiration of 90 days after the Final Allotment Date.

7. Additional information

The obligation of the Underwriters to subscribe for the shortfall on the underwritten New Securities is conditional on:

• (a) the Offer Document having been lodged with ASIC:
• (b) delivery of the Due Diligence Report of the Due Diligence Committee, and management and verification sign-offs to the Underwriters:
• (c) delivery of copies of the ASX waivers and ASIC relief (as described in sections 7.5 and 7.6 of this Offer Document) to the Underwriters:
• (d) delivery of closing certificates providing certain confirmations to the Underwriters prior to 5:00 pm on the Initial Allotment Date and Final Allotment Date: and
• (e) allotment of New Securities on the Initial Allotment Date and quotation of those New Securities having occurred on ASX.

If any of the conditions precedent is not satisfied by its respective deadline, each Underwriter (in its absolute and unfettered discretion) may by notice to Macquarie Goodman terminate its obligations under Underwriting Agreement. The other Underwriters may assume the obligations of the terminating Underwriter.

Each Underwriter will be able to terminate its obligations under the Underwriting Agreement upon the occurrence of a number of events. The various termination events, certain of which are subject to a materiality threshold, are summarised helow

• (a) (market fall) at any time the S&P/ASX 200 Property Index falls to a level that is 90% or less of the level as at the close of trading on the date of the Underwriting Agreement and remains at or below that 90% level for at least three Business Days; or
• (b) (notifications) any of the following occurs:
• (i) ASIC issues an order under section 739(1) or section 1020E(2) or an interim order under section 739(3) and 1020E(5) (other than an order which does not become public and is withdrawn within three Business Days);
• (ii) ASIC holds a hearing under section 1024E(4) (other than a hearing which does not become public);
• (iii) an application is made by ASIC for an order under Part 9.5 in relation to the Offer or the Offer Document or ASIC commences any investigation or hearing under Part 3 of the Australian Securities and Investments Commission Act 1989 in relation to the Offer or Offer Document: or

• (iv) any person (other than an Underwriter) gives a notice under section 733(3) or 1012L or any person (other than an Underwriter) who has previously consented to the inclusion of its name in the Offer Document (or any supplementary Offer Document) or to be named in the Offer Document withdraws that consent; or

• (c) (disruption in financial markets) any of the following OCCLIDS*

• (i) a general moratorium on commercial banking activities in Australia, the United States of America or the United Kingdom is declared by the relevant central banking authority in any of those countries, or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries:
• (ii) any adverse effect on the financial markets in the United States of America, Australia and the United Kingdom or the international financial markets, or in foreign exchange rates or any development involving a prospectus change in national or international political, financial or economic conditions; or
• (iii) trading in all securities quoted or listed on ASX, the London Stock Exchange or the New York Stock Exchange is suspended or limited in a material respect for one day on which that exchange is open for trading: or
• (d) (disclosures) a statement contained in the Offer Document (including the application forms and any supplementary Offer Document) is or becomes misleading or deceptive (including, without limitation, misleading or deceptive within the meaning of section 769C(1)), or a matter is omitted from the Offer Document (including the Application Forms or any supplementary Offer Document) (having regard to the provisions of sections 711, 713, 716, 1012J, 1013B to 1013E and 1013FA to 1013K); or
• (e) (suspension) ASX suspends trading of the Securities in accordance with Listing Rule 17.2 or 17.3; or
• (hostilities) hostilities not presently existing commence 什 (whether war has been declared or not) or a major escalation in existing hostilities occurs (whether war has been declared or not) involving any one or more of Australia, New Zealand, the United States of America, the United Kingdom, North Korea, South Korea, the People's Republic of China, the Republic of China, Indonesia or any member state of the European Union or a major terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries elsewhere in the world; or
• (g) (adverse change) there is an adverse change in the assets, liabilities, financial position or performance. profits, losses or prospects of MGI, MGM or any entity within the Macquarie Goodman Group from that disclosed in the Offer Document or in Public Information (as defined); or
• (h) (change of law) there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any State of Australia a new law, or the Reserve Bank of Australia, or any Commonwealth or State authority of Australia, adopts or announces a proposal to adopt a new policy (other than a law or policy which has been announced before the date of the

Underwriting Agreement), any of which does or is likely to prohibit or regulate the Entitlement Offer, capital issues or stock markets: or

• (i) (prosecution) any of the following occur:
• (i) a director of MGI or MGM is charged with an indictable offence;
• (ii) any Government Agency (as defined) commences any public action against MGI or MGM or any of their directors in their capacity as a director of MGI or MGM, or announces that it intends to take such action; or
• (iii) any director of MGI or MGM is disqualified from managing a corporation under Part 2D.6; or
• (i) (compliance with regulatory requirements) a contravention by MGI or MGM or any entity within the Macquarie Goodman Group of the Corporations Act. its constitution, any of the Listing Rules or any rules. regulation or any regulrements of ASIC or ASX or any rules, regulations or laws applicable to the Offer or the Offer Document (including the application forms and any supplementary Offer Document); or
• (k) (default) a default by MGI or MGM in the performance of any of its obligations under the Underwriting Agreement occurs including any undertaking contained in the Underwriting Agreement; or
• (I) (representations and warranties) a representation or warranty contained in the Underwriting Agreement on the part of Macquarie Goodman is or becomes not true or correct: or
• (m) (timetable) the Offer is not conducted in accordance with the Offer timetable (as it may be varied under the Underwriting Agreement), unless the delay or change is caused by the Underwriters; or
• $(n)$ (Notice) any person gives a notice under section 730 or section 1012J in relation to the Offer Document;
• (o) (Supplementary Offer Document) Macquarie Goodman is required to lodge a supplementary Offer Document with ASIC;
• (p) (Listing) approval is refused or not granted, or approval is granted subject to conditions other than customary conditions, to either:
• the official quotation of all of the New Securities (i) issued on the Initial Allotment Date on ASX on or before the specified date, or if granted, the approval is subsequently withdrawn, qualified or withheld; or
• (ii) the official quotation of all of the New Securities issued on the Final Allotment Date on ASX on or before the specified date, or if granted, the approval is subsequently withdrawn, qualified or withheld; or

• (a) (certificate) MGI and MGM do not provide a closing certificate as and when required by the Underwriting Agreement or a statement in any closing certificate is untrue or incorrect in a material respect;

• (lodgement) Macquarie Goodman fails to lodge the $(r)$ Offer Document by 12 April 2005, unless the delay is caused by the Underwriters; or

• (s) (withdrawal) MGI or MGM withdraws the Offer Document or the Offer:
• (t) (disclosures in Due Diligence Report) the due diligence report or any other information supplied by or on behalf of Macquarie Goodman to the Underwriter in relation to MGI, MGM and any entity within the Macquarie Goodman Group or the Offer in aggregate and in the form provided to the Underwriter is or becomes misleading or deceptive: or
• (u) (new circumstance) there occurs a new circumstance that has arisen since the Offer Document was lodged that would have been required to be included in the Offer Document if it had arisen before the Offer Document was todged in relation to Macquarie Goodman or any entity within the Macquarie Goodman Group (other than certain permitted allotments), within the meaning of section 719 and section 1016E: or
• (v) (insolvency events) an insolvency event (as described in the Underwriting Agreement) occurs in relation to any entity within the Macquarie Goodman Group; or
• (w) (Responsible Entity) MGF is removed or replaced as the responsible entity for MGI.

If an event referred to in paragraph (c), (d), (f), (g), (h), (i), (j), $(k)$ , $(l)$ , $(m)$ , $(n)$ , $(c)$ , $(t)$ , $(u)$ or $(v)$ above occurs, an Underwriter may not terminate the Underwriting Agreement unless it has reasonable and bona fide grounds to believe and does believe that the event has or is likely to have a materially adverse effect on the success or settlement of the Offer or the performance of the secondary market of trading for New Securities within the first week of trading following their quotation, or could give rise to a material liability of the Underwriters under any law, regulation or treaty.

7.3 Acquisition of Securities by foreign persons

Under the Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA), notification to the Federal Treasurer of acquisitions of interests in Australian urban land by foreign persons and acquisitions of a substantial shareholding in an Australian company by foreign persons are compulsory in certain circumstances. A Security constitutes both an interest in Australian urban land and a share. Persons who may be foreign persons for the purposes of the FATA and are affected by these requirements include:

• (a) a natural person not ordinarily resident in Australia;

• (b) a corporation in which a natural person not ordinarily resident in Australia or a foreign corporation alone or together with any associate or associates holds not less than 15% of the voting power in the corporation or holds interests in not less than 15% of the issued shares of the corporation:

• (c) a corporation in which two or more persons, each of whom is a natural person not ordinarily resident in Australia or a foreign corporation if they, or together with any associate or associates, hold not less than 40% of the voting power in the corporation or hold interests in not less than 40% of the issued shares of the corporation;

• (d) the trustee of a trust estate in which a natural person not ordinarily resident in Australia or a foreign corporation alone, or together with any associate or associates, holds a beneficial interest in not less than 15% of the corpus or income of the trust estate; and
• (e) the trustee of a trust estate in which two or more persons, each of whom is either a natural person not ordinarily resident in Australia or a foreign corporation if they. together with any associate or associates, hold, in the addredate, beneficial interests in not less than 40% of the corpus or income of the trust estate.

The Foreign Acquisitions and Takeovers Regulations made under the FATA provide exemptions for certain acquisitions of interests in Australian urban land such that the FATA does not apply. The exemptions include an acquisition of an interest in Australian urban land where the acquisition by a single foreign person is of less than 15% (or 40% by two or more foreign persons in aggregate) of:

• (a) the issued shares in a publicly listed Australian urban land corporation with less than 10% of its real estate assets in the form of developed residential real estate; or
• (b) units in an Australian urban land trust estate with at least 100 unitholders, where the units are issued pursuant to an approved prospectus and has less than 10% of its real estate assets in the form of developed residential real estate.

The terms "Australian urban land", "Australian urban land corporation" and "Australian urban land trust estate" are defined terms under the FATA.

The acquisition by a foreign person of less than 15% of the Securities will not be required to be notified to the Federal Treasurer under the FATA.

Investors requiring further information as to whether notification under the FATA to the Federal Treasurer (through the Foreign Investment Review Board) is required in respect of a proposed investment or further investment in Macquarie Goodman should consult their professional adviser.

7.4 Continuous disclosure

(a) Additional information available from ASX and ASIC

Each of MGI and MGM is a "disclosing entity" under the Corporations Act and subject to regular reporting and disclosure obligations under the Corporations Act and the Listing Rules. These obligations regulre MGF and MGM to notify ASX of information about specified matters and events as they occur for the ourpose of making that information available to the market. In particular, MGF and MGM each have an obligation (subject to limited exceptions) to notify ASX immediately on becoming aware of any information which a reasonable person would expect to have a material effect on the price or value of Securities.

MGI and MGM are also required to prepare and lodge with ASIC half yearly and yearly financial statements accompanied by a directors' statement and report and an audit report. Copies of documents lodged with ASIC in relation to MGI and MGM can be obtained from, or inspected at, an ASIC office.

Copies of the documents filed with ASX may be obtained from ASX's website at www.asx.com.au.

Information relating to the Securities and any offer under this Offer Document that is not materially adverse from the point of view of an investor may change from time to time. This information may be updated and made available on Macquarie Goodman's website at www.macquariegoodman. com. A paper copy of any updated information is available free on request by contacting Macquarie Goodman on the dedicated information line on 1300 723 040 (within Australia) or +61 3 9415 4000 (outside Australia).

(b) Information available from Macquarie Goodman

Macquarie Goodman will make copies of the following documents available for inspection at the registered office of Macquarie Goodman (see the corporate directory) (between 9:00 am and 5:00 pm (Sydney time) on Business Days):

• the annual financial reports for the year ended 30 June (i) 2004 for MGI lodged on 15 September 2004 and for MGM lodged on 22 September 2004, being the annual financial reports most recently lodged before the date of this Offer Document:
• (ii) the half year financial reports for the period up to 31 December 2004 lodged by MGI and MGM on 12 February 2005;
• (iii) the Explanatory Memorandum relating to the Merger dated 3 December 2004; and
• (iv) any other document lodged by MGI, MGM or Macquarie Goodman with ASIC or ASX under the continuous disclosure reporting requirements notices in the period after the lodgement of the most recent annual financial report and before the date of this Offer Document (a list of these documents is included in the Annexure).

A copy of the above documents may be requested to be provided free of charge by contacting the dedicated information line on 1300 723 040 (within Australia) or +61 3 9415 4000 (outside Australia).

7.5 ASX waivers

ASX has given approval to granting relief in relation to the requirements of the following Listing Rules:

• (a) a waiver from Listing Rules 7.1 and 10.11 to the extent necessary to permit the issue of New Securities under the Offer, without Securityholder approval;

• (b) a waiver from Listing Rules 3.20 and 7.40 to the extent necessary to allow Macquarie Goodman to ignore changes in securityholdings which occur after the announcement of the Offer (other than registrations of transactions which were effected through SEATS before the Existing Securities began trading ex-Entitlement) for the purposes of determining Securityholders' Entitlements for New Securities;

• (c) a waiver from Listing Rules 3.20 and 7.40 to the extent necessary to allow Macquarie Goodman to give the market less than seven Business Days' notice of the proposed Record Date for the Entitlement and to carry out the Priority Entitlement Offer and the Public Offer in accordance with the timetable outlined in this Offer Document:

• (d) a waiver from Listing Rule 10.11 to the extent necessary to permit a related party to participate in the Priority Entitlement Offer; and
• (e) a waiver from Listing Rules 3.20 and 7.40 in respect of securityholdings registered in the name of the nominee so that the nominee shall be treated as a separate Securityholder in respect of Securities held for each of one or more Institutional Investors and Securities held for persons other than Institutional Investors.

7.6 ASIC modifications and exemptions

ASIC has granted the modifications and exemptions summarised below:

• (a) a modification to paragraph 601GA(1)(a) of the Corporations Act as notionally inserted into Chapter 5C by ASIC Class Order [CO 98/52] (as amended by an Instrument issued by ASIC on 30 November 2004) to enable New Securities to be offered at substantially the same time and for New Securities which are not taken up by Securityholders to be offered and issued to other Securityholders, third parties, or bona fide underwriters or sub underwriters who are not associates of MGF: and
• (b) an exemption from paragraph 601FC(1)(d) of the Corporations Act to allow MGF to carry out the Institutional Entitlement Offer and the Retail Entitlement Offer in accordance with the timetable in this Offer Document

7.7 Interests of advisers

(a) Interests of advisers

Allens Arthur Robinson - For work performed in relation to the Offer, and the preparation of this Offer Document: approximately \$160,000. Allens Arthur Robinson is entitled to further fees for this work based on its usual hourly chargeout rates.

JPMorgan - For work performed in its role as an Underwriter to the Offer, the fees set out in the summary of the Underwriting Agreement in section 7.2 above.

KPMG Transaction Services - For work performed in connection with the preparation of an Investigating Accountant's Report for this Offer Document: \$200,000. KPMG Transaction Services is entitled to further fees for this work based on its usual hourly charge-out rates.

MECM - For work performed in its role as structurer and an Underwriter to the Offer, the fees set out in the summary of the Underwriting Agreement in section 7.2 above.

UBS - For work performed in its role as an Underwriter to the Offer, the fees set out in the summary of the Underwriting Agreement in section 7.2 above.

These fees and other fees in this Offer Document are shown exclusive of GST.

Other than as set out in this section or elsewhere in this Offer Document, no person named in this Offer Document as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Offer Document has, or in the last two years before the date of this Offer Document has had, any interests in:

• (i) the formation or promotion of MGI or MGM;
• (ii) property acquired or proposed to be acquired by MGI or MGM in connection with their formation or promotion or the Offer: or
• (iii) the Offer.

(b) Consents and disclaimers

The following persons have given and have not, before the date of this Offer Document, withdrawn their consent to:

• (i) be named in this Offer Document in the form and context in which they are named;
• (ii) the inclusion of their respective reports or statements noted next to their names and the references to those reports in the form and context in which they are included in this Offer Document; and
• (iii) the inclusion of other statements in this Offer Document which are based on or referable to statements or to statements made in those reports, or which are based on or referable to other statements made by those persons in the form and context in which they are included:

Alinero partor Alineters		Löng VSERgnöne
KPMG	Auditor	References to audited accounts
KPMG Transaction Services	Investigating Investigating	Accountant Accountant's Report Expansion Set out in section 3 of this Offer Document
Goodman Holdings Group		Commitment to take up Entitlement
Macquarie Bank		Commitment to take up Entitlement

Each of the above persons:

• (i) does not make, or purport to make, any statement in this Offer Document other than those statements referred to above and as consented to by that person; and
• (ii) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Offer Document other than as described in this section with the person's consent.

Additionally, the following persons have given and have not, before the date of this Offer Document, withdrawn their consent to be named in this Offer Document in the form and content in which they are named:

Stantzaignbrith	ANG DALAGE SET
Aliens Arthur Robinson	Legal adviser
Computershare Investor Services Pty Limited	Security Registrar
JPMorgan	Joint Lead Manager and Joint Underwriter
MECM	-Joint Lead Manager and Joint Underwriter
URS	Joint Lead Manager and Joint Underwriter

Each of the above persons:

• 併. does not make, or purport to make, any statement in this Offer Document: and
• (ii) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Offer Document.

7.8 Fees and expenses of the Offer

The issue costs of the Offer include legal, accounting, taxation, financial advisory and underwriting costs. If the Offer proceeds, these costs will total approximately \$10 million. These fees are apportioned between MGI and MGM on a reasonable basis.

The following fees and expenses do not include GST or any other similar taxes (if any):

BRACK		allingarin 1977 A BERTH THE	Matthewald Mathematics	BENDER
Underwriting and management fee	-91	2.00% of the gross proceeds of the Offer (excluding the proceeds raised from the takeup of Securities by Macquarie Bank and Goodman Holdings Group)	Underwriters	Macquarie Goodman
Structuring fee	÷÷	\$1 million	MECM	Macquarie Goodman
Handling fee	÷	1% of the Application Price of duly stamped Application Forms capped at \$3,000 per Application	Participating organisations of ASX and members of the Financial Planning Association	Macquarie Goodman
Other costs of the Offer		$\Rightarrow$ Approximately \$0.6 million	Professional advisers. regulators and other service providers	Macquarie Goodman

7.9 Ongoing fees and expenses

MGF is entitled to recover its fees and costs from MGI and may waive this entitiement in whole or in part. MGI's costs include certain fees (such as funds and property management fees) charged by MGM. However, as Macquarie Goodman is comprised of both entities, these factors remain within Macquarle Goodman.

Fees and expenses of Macquarie Goodman charged by outside parties are apportioned on a reasonable basis.

7.10 Investment considerations

MGF's investment decisions in respect of MGI are primarily based on economic factors and in making decisions about the selection, retention and realisation of investments, MGF does not take into account labour standards, and environmental, social and ethical considerations.

7.11 Complaints handling procedures

MGF has procedures in place to properly consider and deal with any complaints received in accordance with AS4269 Australian Standard in Complaints Handling.

A Securityholder may by notice in writing to MGF at its registered address (refer to registered address in the corporate directory) lodge a complaint in relation to MGI. MGF will use reasonable endeavours to deal with and resolve any complaint within a reasonable time from the date of receipt of the complaint.

If your complaint is not resolved within 45 days, you may have the right to complain to the Financial Industry Complaints Services (FICS) at PO Box 579, Collins Street West. Melbourne Vic 8007, telephone 1300 780 808 or facsimile +61.3.9621.2291. MGF is a member of FICS. ASIC. also has a toll free information line on 1300 300 630 which you may contact to complain and obtain information about vour rights.

7.12 New Zealand residents

The securities being offered under this Offer Document are offered in New Zealand under the Securities Act (Overseas Companies) Exemption Notice 2002. This Offer Document is not an investment statement or prospectus under New Zealand law, and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

The offering and allotment of Securities will be done in the manner specified in this Offer Document and as prescribed by the laws of Australia.

MGF (as responsible entity for MGI) and MGM, as the issuers of the MGI Units and MGM Shares respectively, may not be subject in all respects to New Zealand law, and any contract concerning the Securities (comprising MGI Units and MGM Shares) may not be enforceable in New Zealand courts.

The distributions made by MGI and dividends paid by MGM will be subject to tax in Australia as outlined below:

• (a) MGI distributions Distributions from MGI may comprise various components, with different Australian tax implications for each component: for other income. there is income tax deducted on payment at applicable non-resident income tax rates: withholding tax applies to net unfranked dividends and net interest income: and non-Australian source income is not taxed in Australia: and
• (b) MGM dividends No Australian tax applies to the franked part of a dividend paid by MGM, and Australian dividend withholding tax is deducted at 15% from the unfranked part of a dividend paid by MGM.

Such distributions and dividends may also be subject to tax in New Zealand. A credit may be available against any New Zealand tax liability for any Australian withholding tax applicable to the distributions and dividends.

If you dispose of Securities, you will not be subject to tax in Australia, unless you (together with your associates) have owned more than 10% of MGI Units or MGM Shares in the five years prior to disposal, or the holding of the Securities is connected to permanent establishments in Australia. If you do not trade in Securities, and the Securities are not acquired for the dominant purpose of resale, and the Securities are not part of a profit making undertaking or scheme, any profit from the disposal should not be subject to tax in New Zealand.

New Zealand investors should satisfy themselves as to the New Zealand tax implications of investing in Securities.

Investing in Securities may involve a currency risk for New Zealand investors.

The financial reporting requirements applying in New Zealand and those applying in relation of MGI, MGM or Macquarie Goodman may be different, and the financial statements of MGI, MGM or Macquarie Goodman may not be compatible in all respects with financial statements prepared in accordance with New Zealand law.

Unlike the laws of New Zealand relating to unit trusts and participatory securities, Australian law does not require a trustee or a statutory supervisor, as the case may be, to be separate from, and independent of, MGF, the responsible entity for MGI.

Macquarie Goodman is not listed on the markets operated by New Zealand Exchange Limited, and investors may not have access to information on Macquarie Goodman in the same way as they would if Macquarie Goodman were so listed.

8. Directors' consent to lodgement

The Directors have given (and not withdrawn) their consent to lodgement of this Offer Document with ASIC.

Signed for Macquarie Goodman Funds Management Limited, as responsible entity for Macquarie Goodman Industrial Trust, and for Macquarie Goodman Management Limited by:

Jake

David Clarke, AO Chairman

12 April 2005

tre

Gregory Goodman Director

12 April 2005

9. Definitions and interpretation

9.1 Definitions

AASB means the Australian Accounting Standards Board.

AFSL means an Australian financial services licence.

Applicant means a person that submits a valid Application.

Application means an application for New Securities pursuant to this Offer Document.

Application Form includes an Entitlement and Acceptance Form, Public Application Form or such other form as is accepted by Macquarie Goodman.

Application Monies means monies received from Applicants in respect of their Applications.

Application Price means \$3.64 per New Security.

A-REIT means the Singapore Exchange listed property trust known as Ascendas Real Estate Investment Trust.

Ascendas-MGM means Ascendas-MGM Funds Management Limited.

ASIC means the Australian Securities and Investments Commission

ASTC means ASX Settlement and Transfer Corporation Pty Limited (ABN 48 008 504 532).

ASTC Settlement Rules means the ASTC Settlement Rules and any other rules of ASTC which apply while the Units are CHESS Approved Securities, each as amended from time to time.

ASX means Australian Stock Exchange Limited (ABN 98 008 624 691).

Attached Security means a security such as a MGI Unit which is Stapled to a MGM Share or vice versa.

Australian Accounting Standards means the following:

• (a) the accounting standards from time to time approved under the Corporations Act;
• (b) the requirements of the Corporations Act in relation to the preparation and content of accounts; and
• (c) generally accepted accounting principles and practices in Australia consistently applied, except to the extent that:
• (i) such principles require any increment or decrement on revaluation of a capital asset or the effect of marking to market any derivative contracts to be brought to income account; and
• (ii) those principles and practices referred to in this paragraph (c) are inconsistent with the standards or requirements referred to in paragraph (a) or (b) of this definition.

Australian GAAP means Australian generally accepted accounting principles.

Business Day means a business day for the purposes of the Listing Rules.

CGT means capital gains tax.

CHESS stands for Clearing House Electronic Subregister System and has the meaning in section 2 of the ASTC Settlement Rules.

CHESS Approved Securities means securities in respect of which approval has been given by the securities clearing house (being the body corporate approved or licensed under the Corporations Act, namely, ASTC) in accordance with ASTC Settlement Rules.

CHESS System means a system for the transfer of securities in respect of which approval has been given by ASTC (or such other body corporate approved by under section 779B(1) of the Corporations Act) in accordance with the ASTC Settlement Rules.

Closing Date means the closing date for the Retail Entitlement Offer and Public Offer to participate in the Final Allocation.

Corporations Act means the Corporations Act 2001 (Cth).

CPI means Consumer Price Index.

Customer Service Model means Macquarie Goodman's operating and cultural philosophy which is based on providing complete property solutions to its customers through the delivery of a diverse range of industrial and business space products and in-house property services.

Director means a director of both MGF and MGM.

Distributions means a distribution on a MGI Unit and a dividend on a MGM Share.

DPS means Distribution per Security.

DRP means Macquarie Goodman's distribution reinvestment plan as amended from time to time.

Early Retail Closing Date means the last day for Eligible Retail Securityholders to submit a valid Application Form to participate in the Initial Allocation.

EBIT means earnings before interest and tax.

EBITDA means earnings before interest, tax, depreciation and amortisation.

Eligible Institutional Securityholder means an Eligible Securityholder (or the holder of a beneficial interest where the Eligible Securityholder is a nominee) who is a professional or sophisticated client (for the purposes of Chapter 6D of the Corporations Act) and wholesale client (for the purposes of Part 7.9 of the Corporations Act) and receives (directly or through a nominee) an Institutional Entitlement Offer (whether or not they accepted that offer).

Eligible Retail Securityholder means an Eligible Securityholder that is not an Eligible Institutional Securityholder.

9. Definitions and interpretation continued

Eligible Securityholders means Securityholders as at 5:00 pm (Sydney time) on the Record Date that are not Foreign Securityholders.

Entitlement means the entitlement to one New Security for every 10 Securities held at 5:00 pm (Sydney time) on the Record Date by Eligible Securityholders with a registered address in Australia or New Zealand.

Entitlement and Acceptance Form means a personalised Application Form accompanying this Offer Document where provided to Eligible Retail Securityholders setting out their Entitlement.

Entitlement Offer means the offer to Eligible Securityholders to subscribe for their Frititlement.

Existing Securities means Securities on issue on the Record Date of the Priority Entitlement Offer.

Explanatory Memorandum or EM means the document dated 3 December 2004 relating to the Merger.

FATA means the Foreign Acquisitions and Takeovers Act 1975 (Cth).

Final Allocation means the allocation of New Securities to Eligible Retall Securityholders where a valid Application Form was submitted after the Early Retail Closing Date and before the Closing Date and the general public where a valid Application Form was received before the Closing Date.

Final Allotment Date means the final date for allotment of New Securities under the Retail Entitlement Offer and the Public Offer, subject to variation.

Foreign Securityholders means Securityholders with registered addresses outside Australia or New Zealand.

Fund Value means the gross asset value of MGI including any money held in MGI.

Gearing means (interest bearing liabilities less cash)/(total tangible assets less cash) and gearing ratio is the gearing expressed as a percentage.

Goodman Holdings Group means Goodman Holdings Pty Limited (ABN 16 003 165 295) and its controlled entities.

GST means goods and services tax.

IFRS means the Australian equivalents of International Financial Reporting Standards.

Initial Allocation means the allocation of New Securities to Eligible Institutional Securityholders who submitted a valid Application before or on the Institutional Closing Date and Eligible Retail Securityholders who submitted a valid Application Form before 3:00 pm (Sydney time) on the Early Retail Closing Date.

Initial Allotment Date means the initial date for allotment of New Securities under the Institutional Entitlement Offer and the Retail Entitlement Offer, subject to variation.

Institutional Closing Date means the last day for Eligible Institutional Investors to submit a valid Application Form participating in the Institutional Entitlement Offer.

Institutional Entitlement Offer means the Entitlement Offer to Eligible Institutional Securityholders.

Institutional Investor means a professional or sophisticated client (for the purposes of Chapter 6D of the Corporations Act) and wholesale client (for the purposes of Part 7.9 of the Corporations Act).

Issue costs include legal, accounting, tax, financial advisory and underwriting costs.

Investigating Accountant's Report means the report of the Investigating Accountant set out in section 3 of this Offer Document.

Joint Lead Managers and Joint Underwriters means MECM, JPMorgan and UBS.

JPMorgan means J.P. Morgan Australia Limited (ABN 52 002 888 011: AFSL Number 238188).

JV Agreement means the agreement titled "Shareholders" Agreement" between Macquarie Bank and MGM dated on or about 20 October 2004.

KPMG means KPMG in its capacity as auditor of MGI, MGM and Macquarie Goodman.

KPMG Transaction Services or Investigating Accountant means KPMG Transaction Services (Australia) Pty Limited (ABN 65 003 891 718; AFSL Number 245402).

Listing Rules means the listing rules of ASX which are applicable to entities admitted to the official list of ASX.

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

Macquarie Goodman Group or Macquarie

Goodman means MGI and MGM and each of their controlled entities and in respect of which their Securities are quoted on ASX under the code MGQ.

MECM means Macquarie Equity Capital Markets Limited (ABN 60 001 374 572; AFSL Number 240681).

Merger means the Stapling of MGI Units and MGM Shares as described in the Explanatory Memorandum of 3 December 2004 and implemented on 9 February 2005.

MGA means the listed property trust known as Macquarie Goodman Capital Trust (ARSN 100 155 986).

MGF means Macquarie Goodman Funds Management Limited (ABN 48 067 796 641; AFSL Number 223621) in its capacity as responsible entity for MGI, unless otherwise specified.

MGI means the listed property trust known as Macquarie Goodman Industrial Trust (ARSN 091 213 839).

MGI Constitution means the constitution of MGI dated 13 December 1989 as amended.

MGI Unit means an ordinary unit in MGI.

MGI Unitholder means a person registered as the holder of a MGH Unit.

9. Definitions and interpretation continued

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

MGM Constitution means the constitution of MGM as amended

MGM Share means an ordinary share in MGM.

MGM Shareholder means a person registered as the holder of a MGM Share.

MGP means the New Zealand Exchange listed property trust known as Macquarie Goodman Property Trust.

New Securities means Securities to be issued under the Offer.

NPAT means net profit after tax.

NTA means net tangible assets.

Offer means the Priority Entitlement Offer and the Public Offer.

Offer Document means this document which is a product disclosure statement and prospectus for the purposes of the Corporations Act.

Priority Entitlement Offer means the offer of New Securities to Eligible Securityholders pursuant to the Institutional Entitlement Offer and Retail Entitlement Offer under this Offer Document.

Product Disclosure Statement or PDS means this product disclosure statement.

Prospectus means this prospectus.

Public Application Form means an application form in the form at the back of this Offer Document.

Public Investors means Australian residents that receive the Public Offer in Australia.

Public Offer means the offer in Australia to Australian residents of New Securities which are not subscribed for by Eligible Securityholders under the Priority Entitlement Offer.

Public Offer Applicant means a Public Investor that submits a valid Public Application Form.

Record Date means the date set out in the Summary of key dates, subject to variation.

REIT means real estate investment trust.

RePS means reset preference units issued in MGA under a prospectus dated 16 April 2002.

RePS Holder means a holder of RePS.

RePS Terms mean the terms of issue for the RePS, stated in the prospectus dated 16 April 2002, as amended.

Retail Applicants means Eligible Retail Securityholders and Public Offer Applicants that fall within the definition of retail client under the Corporations Act.

Retail Entitlement Offer means the Entitlement Offer to Eligible Retail Securityholders.

Security means one MGM Share Stapled to one MGI Unit.

Security holder means a person who is registered as the holder of a Security in the Macquarie Goodman register of members.

Security Registrar means Computershare Investor Services Pty Limited (ABN 28 078 279 277).

Small Holdings means any Securities held by a Securityholder which comprise less than a marketable parcel (as provided under the Listing Rules).

Stapled means the linking together of two or more securities:

• (a) so that one cannot be transferred or otherwise dealt with without the other: and
• (b) which are iointly quoted by ASX as a "security".

and Stapling has a corresponding meaning.

Stapled Entity means MGM and any other company, trust or managed investment scheme whose securities are Stapled to the MGI Units.

Stapling Deed means the deed dated 25 January 2005 between MGM and MGF which sets out various matters in respect of the relationship between MGM and MGF whilst MGI Units are Stapled to MGM Shares.

Summary of key dates means the timetable set out under that heading in the Summary of Offer and key dates section.

TFN means Tax File Number.

Turnkey means an industry term whereby a developer agrees to deliver a facility ready for occupation by an owneroccupier.

UBS means UBS AG, Australia Branch (ABN 47 088 129 613; AFSL Number 231087).

Underwriters or Joint Underwriters means MECM, JPMorgan and UBS.

Underwriting Agreement means the agreement between Macquarie Goodman and the Underwriters as summarised in section 7.2 of this Offer Document.

VWAP means volume weighted average price.

9. Definitions and interpretation continued

9.2 Interpretation

Headings and boldings are inserted for convenience and do not affect the interpretation of this Offer Document and unless the contrary intention appears:

• (a) a reference to an instrument includes any variation or replacement of it;
• (b) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
• (c) the singular includes the plural and vice versa;
• (d) the word person includes an individual, a firm, a body corporate, an unincorporated association or an authority;
• (e) mentioning any thing after includes, including, for example, or similar expressions, does not limit what else might be included;
• (f) a reference to a person includes a reference to the person's executors, administrators, successors, substitutes (including persons taking by novation) and assigns;
• (g) a reference to time is a reference to the time in Sydney, New South Wales:
• (h) a reference to any thing (including any amount) is a reference to the whole and each part of it and a reference to a group of persons is a reference to any one or more of them:
• (i) a reference to a section, part, clause, annexure, exhibit or schedule is a reference to a section, part and clause of, and a party, annexure, exhibit and schedule to, this Offer Document:
• (i) a reference to dollars, A\$, \$, cents or ¢ is to Australian currency unless denominated otherwise; and
• (k) words and phrases defined in the Corporations Act have the same meaning in this Offer Document.

Annexure

List of MGI announcements to ASX since 22 September 2004

Each	ASX amsomne amants0
22 September 2004	ASX release from MGI announcing closure of register for the quarter ending 30 September 2004
12 October 2004	ASX release from MGI announcing MGI's quarterly update announcement for September 2004
18 October 2004	ASX release from MGI announcing acquisition of the minority interest of Ascendas (Australia) Pte Ltd
19 October 2004	ASX release from MGI announcing MGI's discussion with MGM in relation to a possible Merger
20 October 2004	ASX release from MGI announcing a proposal to merge with MGM
2 November 2004	ASX release from MGI announcing exchange of contracts for the sale of Hume Distribution Centre, Chullora, NSW
3 November 2004	ASX release from MGI announcing the payment of the distribution for quarter ended 30 September 2004
8 November 2004	ASX release from MGI announcing acquisition of Acacia Link Industrial Estate, Acacia Ridge, QId and precommitment from AUSDOC Information Management
11 November 2004	ASX release from MGI announcing the acquisition of Millennium Centre, Phase 2, Greenlane, Auckland
18 November 2004	ASX release from MGI announcing precommitment from Hasbro Australia at Erskine Park Industrial Estate, Erskine Park, NSW
1 December 2004	ASX release from MGI announcing MGI and MGP acquisition in Mangere, Auckland
7 December 2004	ASX release from MGI announcing MGI secures TNT Logistics at Erskine Park Industrial Estate
9 December 2004	ASX release from MGI announcing joint ASX and NZX release - Leasing update
14 December 2004	ASX release from MGI announcing Fastline wraps up Angliss Estate for Macquarie Goodman
15 December 2004	ASX release from MGI announcing Macquarie Goodman buys in North Rocks
16 December 2004	ASX release from MGI announcing MGI and MGP secure Toll Logistics at Savill Link in Auckland
17 December 2004	ASX release from MGI announcing MGI confirms estimate of distribution and record date
23 December 2004	ASX release from MGI announcing MGI sells Hoppers Crossing property in Vic
30 December 2004	ASX release from MGI announcing acquisition of business park in Rowville, Melbourne
17 January 2005	ASX release from MGI announcing MGP acquires 50% stake in new developments in New Zealand from MGI
17 January 2005	ASX release from MGI announcing MGI enhances its portfolio in NSW, QId and SA
18 January 2005	Joint ASX release from MGI and MGA announcing Macquarie Goodman acquires adjoining property in Alexandria
20 January 2005	ASX release from MGI announcing MGI re-signs Air International in Port Melbourne
25 January 2005	ASX release from MGI announcing trading halt for MGI, MGM and MGA
25 January 2005	ASX release from MGI attaching results of MGI Unitholders' meeting
31 January 2005	ASX release from MGI announcing Supreme Court of NSW approves Scheme of Arrangement
1 February 2005	ASX release from MGI announcing Exel expands with Macquarie Goodman
1 February 2005	ASX release from MGI advising suspension from official quotation of MGI and MGM

(1) This is a summary of announcements containing price sensitive information since 22 September 2004. A full list and copies of the announcements can be obtained from ASX's website at www.asx.com.au.

Annexure continued

List of MGM announcements to ASX since 22 September 2004

BERG	ASX amiquite and its Or Win 22.
14 October 2004	ASX release from MGM announcing A-REIT's capital raising and results for the half year ended 31 March 2004
19 October 2004	ASX release from MGM announcing MGM's discussion with MGI in relation to a possible Merger
20 October 2004	ASX release from MGM announcing a proposal to merge with MGI
17 December 2004	ASX release from MGM announcing MGM confirms estimate of dividend and record date
25 January 2005	ASX release from MGM announcing trading halt for MGI, MGM and MGA
25 January 2005	ASX release from MGM attaching results of MGM Shareholders' meeting
31 January 2005	ASX release from MGM announcing Supreme Court of NSW approves Scheme of Arrangement
1 February 2005	ASX release from MGM announcing suspension from official quotation of MGI and MGM

⁽²⁾ This is a summary of announcements containing price sensitive information since 22 September 2004. A full list and copies of the announcements can be obtained from ASX's website at www.asx.com.au.

List of Macquarie Goodman announcements to ASX since 2 February 2005

DAIS	ASX annonneements o
3 February 2005	ASX release from Macquarie Goodman amending M7 Business Hub - Pre-sales of first land release
11 February 2005	ASX release from Macquarie Goodman announcing MGI and MGM report final stand-alone results for half year
17 February 2005	ASX release from Macquarie Goodman announcing Macquarie Goodman does another deal with Nylex
21 February 2005	ASX release from Macquarie Goodman announcing Macquarie Goodman helps A-REIT exceed the S\$2 billion mark
21 February 2005	ASX release from Macquarie Goodman announcing confirmation of launch of proposed placement for A-REIT
23 February 2005	ASX release from Macquarie Goodman announcing Sanofi-aventis signs with Macquarie Goodman
1 March 2005	ASX release from Macquarie Goodman announcing entering the Hong Kong property market
7 March 2005	ASX release from Macquarie Goodman announcing Macquarie Goodman restructures its New Zealand business
8 March 2005	ASX release from Macquarie Goodman announcing Port Melbourne acquisition from Toyota
15 March 2005	ASX release from Macquarie Goodman announcing the Erskine Park facility is almost complete
21 March 2005	ASX release from Macquarie Goodman announcing distributions for the quarter ending 31 March 2005
21 March 2005	ASX release from Macquarie Goodman announcing amendment to distributions for the quarter. ending 31 March 2005
23 March 2005	ASX release from Macquarie Goodman of the issue of new securities
23 March 2005	ASX release regarding the results of a meeting of MGP unitholders
11 April 2005	ASX release from Macquarie Goodman of the issue of new securities

(3) This is a summary of announcements containing price sensitive information since 2 February 2005. A full list and copies of the announcements can be obtained from ASX's website at www.asx.com.au.

lacquarie Goodman

Macquarie Goodman Group
-------------------------	--	--

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

.
Adviser Code Broker Code

A\$

Public Application Form

Only use this form if you are not an existing Securityholder in Macquarie Goodman Group (Macquarie Goodman). This Public Application Form must not be issued, distributed or circulated unless accompanied by the Offer Document relating to the Priority Entitlement Offer and Public Offer made by Macquarie Goodman. Instructions for the completion and lodgement of this form are printed on the reverse. Before completing this form, the Offer Document accompanying this form should be read carefully. An Application cannot be revoked or withdrawn. If you are in any doubt as to what action you should take, please consult your broker or financial or other professional adviser.

A Application amount

Number of New Securities applied for (minimum of 1,000 New Securities and thereafter in multiples of 100 New Securities):

[B] Amount enclosed at the Application Price per New Security (\$3.64)

$|\overline{C}|$ investor details

Full name (please print) Title, given name(s) and surname or company name

Joint Applicant number 2 (or designated account)

Joint Applicant number 3

Suburb/Town

HIN

Postal address (please print)

Telephone number - Business hours

D CHESS participant Holder Identification Number (HIN)

2005

E Tax File Number (TFN), Australia Business Number (ABN) or exemption

Please enter your TFN, ABN or Exemption Code Applicant number 1 Uoint Applicant number 2 Joint Applicant number 3.

F Declaration and signature

I/We hereby apply for the number of New Securities entered above upon the terms and conditions set out in the Offer Document and the reverse of this Public Application Form.

I/We further acknowledge and understand that investments in Macquarie Goodman are not deposits or other liabilities of Macquarie Bank, Limited (ABN 46 008 583 542) (MBL), MGF (as the responsible entity for MGI), MGM or of any Macquarie Bank Group company and are subject to investment risk, including possible delays in repayment and loss of income and principal invested and that MBL, MGF (as the responsible entity for MGI), MGM or any other Macquarie Bank Group company does not in any way stand behind the capital value or performance of Macquarie Goodman.

Joint Applicant number 2

Director Signed and dated

Applicant number 1

Director/Company Secretary

Sole Director and Sole Company Secretary

Joint Applicant number 3

Postcode

State

Telephone number - After hours

The Offer closes at 5:00 pm (Sydney time) on 16 May 2005. This Public Application Form relates to the Offer Document dated 12 April 2005 and should be read in conjunction with that document. Macquarie Goodman reserves the right to vary the closing date of the Offer.

Instructions for Completing and Lodging this Public Application Form

.
The instructions set out below pertain only to members of the public residing in Australia who wish to apply for New Securities. Please complete all relevant sections of this Public Application Form using BLOCK LETTERS. These instructions are cross-referenced to each section of this Public Application Form.

A Application amount

Insert the number of New Securities you wish to apply for. The Application must be for a minimum of 1,000 New Securities and thereafter in multiples of 100 New Securities.

[B] Insert the relevant dollar amount payable for your New Securities. To calculate that amount, multiply the number of New Securities you are applying for by the Application Price of \$3.64 per New Security.

Please ensure that the total of your cheque, money order or bank draft equals the amount payable for the New Securities applied for and make the cheque, money order or bank draft payable to "Macquarie Goodman New Securities Offer" and cross it "Not Negotiable".

Payment must accompany each Public Application Form. Payment must be made by a cheque, money order or bank draft drawn on an Australian bank, for Australian currency, for immediate value. Post-dated cheques will not be accepted.

C Investor details

Write the full name(s) you wish to appear on the Securityholder register. This should include the names of all joint holders. Applications must be in the name(s) of natural persons or the name of a company. Enter your postal address for all correspondence. For joint Applicants, only one address can be entered. Enter your home and business telephone numbers (including area codes).

D CHESS participant HIN

If you are a CHESS participant (or are sponsored by a CHESS participant) and wish to have your allotment made into the CHESS environment, you must complete this section. Holders who do not complete this section or complete it incorrectly will be sponsored by Macquarie Goodman.

$E$ TFN, ABN or exemption

Please provide your TFN or ABN where relevant or give your exemption details. You are not obliged to supply your TFN or ABN, but if you do not, tax may be taken out of your Distributions at the highest marginal tax rate (including the Medicare Levy). Collection of TFNs and ABNs is authorised by taxation laws.

F Declaration and signature

Joint holding: Where a holding is in more than one name, all of the Securityholders must sign. Power of attorney: To sign under power of attorney, you must lodge a certified photocopy of the power of attorney with this form when you return it, and by doing so you confirm that you have not received notice of revocation of the power of attorney. Companies: Where a company has a sole director who is also the sole company. secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a company secretary, a sole director can also sign alone. Otherwise this form must be signed by a director jointly with either another director or a company secretary. Please indicate the office held by signing in the appropriate place.

For members of the public applying for New Securities, Applications (with payment) must be received at the following street address by no later than 5:00 pm (Sydney time) on 16 May 2005 (unless the date is varied by Macquarie Goodman):

Macquarie Goodman New Securities Offer C/- Computershare Investor Services Pty Limited Level 5 115 Grenfell Street Adelaide SA 5000

Application terms

• By signing this Public Application Form, you acknowledge that this Public Application Form was distributed with the Offer Document relating to the Priority Entitlement Offer and Public Offer and you offer to subscribe for the New Securities upon and subject to the terms and conditions set out in the Offer Document and this Public Application Form.
• 1. An Application cannot be withdrawn or revoked.

[3] If your Public Application Form is not completed correctly, or if the accompanying payment is for the incorrect amount, it may still be treated as valid. Macquarie Goodman's decision as to whether to treat an Application as valid and how to construe, amend or complete it, will be final. The decision of Macquarie Goodman and the Joint Lead Managers and Joint Underwriters

as to the number of New Securities to be allocated to you will

also be final. However, Applicants will not be treated as having applied to purchase more New Securities than those for which PACIFICATIO payment has been made.

Terms defined in the Offer Document have the same meaning in this Public Application Form. This Public Application Form is governed by Australian law.

The number of New Securities issued will depend on the receipt of sufficient funds for the number of New Securities applied for. Macquarie Goodman has absolute discretion to not accept this Public Application Form or to allot such fewer number of New Securities for which the funds are sufficient.

Your application may be scaled back in which case you will $\kappa$ receive a refund (without interest) of those funds not applied.

Enquiries

Please contact the dedicated information line on 1300 723 040 (within Australia) or +61.3 9415 4000 (outside Australia) if you have any questions about the Offer.

Members of the public applying for New Securities should return their Applications (with payment) in the enclosed business reply envelope or hand deliver them to the following street address by no later than 5:00 pm (Sydney time) on 16 May 2005 (unless the date is varied by Macquarie Goodman):

Macquarie Goodman New Securities Offer C/- Computershare Investor Services Pty Limited Level 5 115 Grenfell Street Adelaide SA 5000

lacquarie Goodman

Macquarie Goodman Group
-------------------------	--	--

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

.
Adviser Code Broker Code

A\$

Public Application Form

Only use this form if you are not an existing Securityholder in Macquarie Goodman Group (Macquarie Goodman). This Public Application Form must not be issued, distributed or circulated unless accompanied by the Offer Document relating to the Priority Entitlement Offer and Public Offer made by Macquarie Goodman. Instructions for the completion and lodgement of this form are printed on the reverse. Before completing this form, the Offer Document accompanying this form should be read carefully. An Application cannot be revoked or withdrawn. If you are in any doubt as to what action you should take, please consult your broker or financial or other professional adviser.

A Application amount

Number of New Securities applied for (minimum of 1,000 New Securities and thereafter in multiples of 100 New Securities):

[B] Amount enclosed at the Application Price per New Security (\$3.64)

$|\overline{C}|$ investor details

Full name (please print) Title, given name(s) and surname or company name

Joint Applicant number 2 (or designated account)

Joint Applicant number 3

Suburb/Town

HIN

Postal address (please print)

Telephone number - Business hours

D CHESS participant Holder Identification Number (HIN)

2005

E Tax File Number (TFN), Australia Business Number (ABN) or exemption

Please enter your TFN, ABN or Exemption Code Applicant number 1 Uoint Applicant number 2 Joint Applicant number 3.

F Declaration and signature

I/We hereby apply for the number of New Securities entered above upon the terms and conditions set out in the Offer Document and the reverse of this Public Application Form.

I/We further acknowledge and understand that investments in Macquarie Goodman are not deposits or other liabilities of Macquarie Bank, Limited (ABN 46 008 583 542) (MBL), MGF (as the responsible entity for MGI), MGM or of any Macquarie Bank Group company and are subject to investment risk, including possible delays in repayment and loss of income and principal invested and that MBL, MGF (as the responsible entity for MGI), MGM or any other Macquarie Bank Group company does not in any way stand behind the capital value or performance of Macquarie Goodman.

Joint Applicant number 2

Director Signed and dated

Applicant number 1

Director/Company Secretary

Sole Director and Sole Company Secretary

Joint Applicant number 3

Postcode

State

Telephone number - After hours

The Offer closes at 5:00 pm (Sydney time) on 16 May 2005. This Public Application Form relates to the Offer Document dated 12 April 2005 and should be read in conjunction with that document. Macquarie Goodman reserves the right to vary the closing date of the Offer.

Instructions for Completing and Lodging this Public Application Form

.
The instructions set out below pertain only to members of the public residing in Australia who wish to apply for New Securities. Please complete all relevant sections of this Public Application Form using BLOCK LETTERS. These instructions are cross-referenced to each section of this Public Application Form.

A Application amount

Insert the number of New Securities you wish to apply for. The Application must be for a minimum of 1,000 New Securities and thereafter in multiples of 100 New Securities.

[B] Insert the relevant dollar amount payable for your New Securities. To calculate that amount, multiply the number of New Securities you are applying for by the Application Price of \$3.64 per New Security.

Please ensure that the total of your cheque, money order or bank draft equals the amount payable for the New Securities applied for and make the cheque, money order or bank draft payable to "Macquarie Goodman New Securities Offer" and cross it "Not Negotiable".

Payment must accompany each Public Application Form. Payment must be made by a cheque, money order or bank draft drawn on an Australian bank, for Australian currency, for immediate value. Post-dated cheques will not be accepted.

C Investor details

Write the full name(s) you wish to appear on the Securityholder register. This should include the names of all joint holders. Applications must be in the name(s) of natural persons or the name of a company. Enter your postal address for all correspondence. For joint Applicants, only one address can be entered. Enter your home and business telephone numbers (including area codes).

D CHESS participant HIN

If you are a CHESS participant (or are sponsored by a CHESS participant) and wish to have your allotment made into the CHESS environment, you must complete this section. Holders who do not complete this section or complete it incorrectly will be sponsored by Macquarie Goodman.

$E$ TFN, ABN or exemption

Please provide your TFN or ABN where relevant or give your exemption details. You are not obliged to supply your TFN or ABN, but if you do not, tax may be taken out of your Distributions at the highest marginal tax rate (including the Medicare Levy). Collection of TFNs and ABNs is authorised by taxation laws.

F Declaration and signature

Joint holding: Where a holding is in more than one name, all of the Securityholders must sign. Power of attorney: To sign under power of attorney, you must lodge a certified photocopy of the power of attorney with this form when you return it, and by doing so you confirm that you have not received notice of revocation of the power of attorney. Companies: Where a company has a sole director who is also the sole company. secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a company secretary, a sole director can also sign alone. Otherwise this form must be signed by a director jointly with either another director or a company secretary. Please indicate the office held by signing in the appropriate place.

For members of the public applying for New Securities, Applications (with payment) must be received at the following street address by no later than 5:00 pm (Sydney time) on 16 May 2005 (unless the date is varied by Macquarie Goodman):

Macquarie Goodman New Securities Offer C/- Computershare Investor Services Pty Limited Level 5 115 Grenfell Street Adelaide SA 5000

Application terms

• By signing this Public Application Form, you acknowledge that this Public Application Form was distributed with the Offer Document relating to the Priority Entitlement Offer and Public Offer and you offer to subscribe for the New Securities upon and subject to the terms and conditions set out in the Offer Document and this Public Application Form.
• 1. An Application cannot be withdrawn or revoked.

[3] If your Public Application Form is not completed correctly, or if the accompanying payment is for the incorrect amount, it may still be treated as valid. Macquarie Goodman's decision as to whether to treat an Application as valid and how to construe, amend or complete it, will be final. The decision of Macquarie Goodman and the Joint Lead Managers and Joint Underwriters

as to the number of New Securities to be allocated to you will

also be final. However, Applicants will not be treated as having applied to purchase more New Securities than those for which PACIFICATIO payment has been made.

Terms defined in the Offer Document have the same meaning in this Public Application Form. This Public Application Form is governed by Australian law.

The number of New Securities issued will depend on the receipt of sufficient funds for the number of New Securities applied for. Macquarie Goodman has absolute discretion to not accept this Public Application Form or to allot such fewer number of New Securities for which the funds are sufficient.

Your application may be scaled back in which case you will $\kappa$ receive a refund (without interest) of those funds not applied.

Enquiries

Please contact the dedicated information line on 1300 723 040 (within Australia) or +61.3 9415 4000 (outside Australia) if you have any questions about the Offer.

Members of the public applying for New Securities should return their Applications (with payment) in the enclosed business reply envelope or hand deliver them to the following street address by no later than 5:00 pm (Sydney time) on 16 May 2005 (unless the date is varied by Macquarie Goodman):

Macquarie Goodman New Securities Offer C/- Computershare Investor Services Pty Limited Level 5 115 Grenfell Street Adelaide SA 5000

Corporate directory

Macquarie Goodman Group

Macquarie Goodman Management Limited ABN 69 000 123 071

Macquarie Goodman Industrial Trust ARSN 091 213 839

Responsible entity

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

Registered address

Level 10 60 Castlereagh Street Sydney NSW 2000

Joint Company Secretaries

Carolyn Scobie Mark Alley

Security Registrar

Computershare Investor Services Pty Limited Level 5 115 Grenfell Street Adelaide SA 5000

GPO Box 1903 Adelaide SA 5001

Contact details

Telephone: 1300 723 040 (within Australia) +61 3 9415 4000 (outside Australia) Facsimile: +61 8 8236 2305 Website: www.macquarlegoodman.com Email: info@macquarlegoodman.com.au

Legal adviser

Allens Arthur Robinson Level 17, Chifley Tower 2 Chifley Square Sydney NSW 2000

Auditor

KPMG 10 Shellev Street Sydney NSW 2000

Investigating Accountant

KPMG Transaction Services (Australia) Pty Limited 10 Shelley Street Sydney NSW 2000

Joint Lead Managers and Joint Underwriters

Macquarie Equity Capital Markets Limited Level 9 No. 1 Martin Place Sydney NSW 2000

J.P. Morgan Australia Limited Level 32, Grosvenor Place 225 George Street Sydney NSW 2000

UBS AG, Australia Branch Level 25, Governor Phillip Tower 1 Farrer Place Sydney NSW 2000

Macquarie Goodman

PRODUCT DISCLOSURE STATEMENT AND PROSPECTUS www.macquariegoodman.com