GOODMAN GROUP — Regulatory Filings 2012

Aug 13, 2012

Rules 1.1 Cond 3, 1.7

Appendix 1A

ASX Listing application and agreement

This form is for use by an entity seeking admission to the "official list as an ASX Listing (for classification as an ASX Debt Listing use Appendix 1B, and for classification as an ASX Foreign Exempt Listing use Appendix 1C). The form is in 3 parts:

• Application for admission to the ⁺official list; $\mathbf{1}$
• 1. Information to be completed; and
• Agreement to be completed.

Information and documents (including this appendix) given to ASX in support of an application become ASX's property and may be made public. This may be prior to admission of the entity and ⁺quotation of its ⁺securities. Publication does not mean that the entity will be admitted or that its 'securities will be quoted.

Introduced 1/7/96 Origin: Appendix 1 Amended 01/07/97, 01/07/98, 01/09/99, 13/03/00, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 20/07/07.01/01/12

Part 1 - Application for admission to the official list

Name of entity	ABN
Goodman Logistics (HK) Limited 嘉民物流(香港)有限公司 (HKCo), applying to be admitted as a member of the Goodman Group, comprising Goodman Limited (ACN 000 123 071) (Company) and Goodman Industrial Trust (ARSN 091 213 839) (the responsible entity of which is Goodman Funds Management Limited (ACN 067 796 641) (Trust).	Not applicable. HKCo is incorporated in Hong Kong and its ARBN is 155 911 149.

We (the entity) apply for admission to the 'official list of ASX Limited (ASX) and for *quotation of *securities.

Part 2 - Information to be completed

About the entity

You must complete the relevant sections (attach sheets if there is not enough space).

All entities

• Deleted 30/9/2001 ı
• $\ddot{}$ $\overline{2}$

+ Main class of + securities	Number	+ Class
	1,605,107,475	Ordinary shares (to be held in the form of CHESS Depository Interests (CDIs).
Additional + classes of securities (except CDIs)	Number to be quoted	+ Class

• See chapter 19 for defined terms.

01/01/2012

3

		Number not to be quoted	$+C$ lass
		$Total -$ 28,085,699 (May 2010 offer - 8,681,005; October 2010 offer - 8,313,350 September 2011 offer 11,091,344)	Performance rights
		23,146,400	Employee options over stapled securities (various exercise prices)
	Telephone number, postal address for all correspondence, general fax number, fax number for *company announcements office to confirm release of information to the market, and e-mail address for contact purposes.	Phone: 02 9230 7400 Goodman Group Level 17, 60 Castlereagh Street Sydney NSW 2000 Fax: 02 9230 7444
4A	Person(s) responsible for communications with ASX in relation to listing rule matters and contact details for that person, including mobile telephone number and email address.	Carl Bicego Company Secretary Email: Carl.Bicego@goodman.com Phone: 02 9230 7152 Mobile: 406 423 138
5	Address of principal *security registries for each + class of + security (including + CDIs)	Level 5, 115 Grenfell Street Adelaide SA 5000	Computershare Investor Services Pty Ltd
6	Annual balance date	30 June
	Companies only (Other entities go to 19)

^<sup>+ See chapter 19 for defined terms.

7	Name and title of chief executive officer/managing director	Mr. Gregory Goodman Executive director and chief executive officer
8	Name and title of chairperson of directors	Mr. Ian Ferrier Chairman
9	Names of all directors	Mr. Gregory Goodman Mr. Ian Ferrier Mr. Philip Fan Mr. Philip Pearce
10 10	Duration of appointment of directors (if not subject to retirement by rotation) and details of any entitlement to participate in profits	Directors are subject to rotation, except for managing director (Gregory Goodman). There are no entitlements to participate in profits except as shareholders on the same terms as other shareholders.
10A	or, if the director is not an Australian resident, either: (a) translation); or	An original or certified true copy of a national criminal history check obtained from the Australian Federal Police, a State or Territory police service or a broker accredited by CrimTrac for each director or proposed director which is not more than 12 months old an equivalent national criminal history check for each country in which the director has resided over the past 10 years (in English or together with a certified English
	country or elsewhere of: (i) (ii) or she was sentenced).	(b) if such a check is not available in any such country, a statutory declaration from the director confirming that fact and that he or she has not been convicted in that any criminal offence involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of director's duties; or any other criminal offence which at the time carried a maximum term of imprisonment of 5 years or more (regardless of the period, if any, for which he
10B		An original or certified true copy of a search of the Insolvency Trustee Services Australia National Personal Insolvency Index for each director or proposed director which is not more than 12 months old or, if the director is not an Australian resident, either:
	(a) translation); or	an equivalent national bankruptcy check for each country in which the director has resided over the past 10 years (in English or together with a certified English

$\tilde{\mathbf{z}}$

• (b) if such a check is not available in any such country, a statutory declaration from the director confirming that fact and that he or she has not been declared a bankrupt or been an insolvent under administration in that or any other country.
• 10C A statutory declaration from each director or proposed director confirming that:
• (a) the director has not been the subject of any criminal or civil penalty proceedings or other enforcement action by any government agency in which he or she was found to have engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty;
• (b) the director has not been refused membership of, or had their membership suspended or cancelled by, any professional body on the ground that he or she has engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty;
• (c) the director has not been the subject of any disciplinary action (including any censure, monetary penalty or banning order) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with his or her obligations as a director of a listed entity;
• (d) no listed entity of which he or she was a director (or, in the case of a listed trust, in respect of which he or she was a director of the responsible entity) at the time of the relevant conduct has been the subject of any disciplinary action (including any censure, monetary penalty, suspension of trading or termination of listing) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with its obligations under the listing rules applicable to that entity; and
• (e) the director is not aware of any pending or threatened investigation or enquiry by a government agency, professional body, securities exchange or other authority responsible for regulating securities markets that could lead to proceedings or action of the type described in (a), (b), (c) or (d) above,

or, if the director is not able to give such confirmation, a statement to that effect and a detailed explanation of the circumstances involved.

11	Name and title of company secretary	Goodman Secretarial Asia Limited
12	Place of incorporation	Hong Kong
13	Date of incorporation	18/01/2012
14	Legislation under which incorporated	Company Ordinance (Chapter 32 of the Laws of Hong Kong)

^<sup>+ See chapter 19 for defined terms.

15	Address of registered office in Australia	C/- Goodman Group Level 17 60 Castlereagh Street Sydney NSW 2000
		Note that HKCo is a foreign company, however, the local agent of HKCo in Australia is Goodman Property Services (Aust) Pty Ltd, and can be contacted at the address above.
16	Month in which annual meeting is usually held	It is presently proposed to hold the HKCo's annual general meeting in November of each year.
17	Months in which dividends are usually paid (or are intended to be paid)	February / August
18	If the entity is a foreign company which has a certificated subregister for quoted securities, the location of Australian security registers	N/A
18A	If the entity is a foreign company, the name and address of the entity's Australian agent for service of process	Goodman Property Services (Aust) Pty Ltd (ACN 088 981 793) Level 17, 60 Castlereagh Street Sydney NSW 2000
	(Companies now go to 31)
	All entities except companies
19	Name and title of chief executive officer/managing director of the responsible entity	N/A
20	Name and title of chairperson of directors of responsible entity	N/A

œ

^<sup>+ See chapter 19 for defined terms.

21	Names of all directors of the N/A responsible entity
22	N/A Duration of appointment of directors of responsible entity (if not subject to retirement by rotation) and details of any entitlement to participate in profits
22A	An original or certified true copy of a national criminal history check obtained from the Australian Federal Police, a State or Territory police service or a broker accredited by CrimTrac for each director or proposed director of the responsible entity which is not more than 12 months old and, if the director is not an Australian resident, either: (a) an equivalent national criminal history check for each country in which the director has resided over the past 10 years (in English or together with a certified English
	translation); or (b) if such a check is not available in any such country, a statutory declaration from the director confirming that fact and that he or she has not been convicted in that country or elsewhere of: (i) any criminal offence involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of director's duties; or (ii) any other criminal offence which at the time carried a maximum term of imprisonment for 5 years or more (regardless of the period, if any, for which he or she was sentenced).
22B	An original or certified true copy of a search of the Insolvency Trustee Services Australia National Personal Insolvency Index for each director or proposed director of the responsible entity which is not more than 12 months old and, if the director is not an Australian resident, either: an equivalent national bankruptcy check for each country in which the director has (a)
	resided over the past 10 years (in English or together with a certified English translation); or (b) if such a check is not available in any such country, a statutory declaration from the director confirming that fact and that he or she has not been declared a bankrupt or been an insolvent under administration in that or any other country.
22C	A statutory declaration from each director or proposed director of the responsible entity confirming that:
	(a) the director has not been the subject of any criminal or civil penalty proceedings or other enforcement action by any government agency in which he or she was found to have engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty;
	the director has not been refused membership of, or had their membership (b)

$\ddot{\phantom{0}}$

^<sup>+ See chapter 19 for defined terms.

Appendix 1A Page 6

suspended or cancelled by, any professional body on the ground that he or she has engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty; (c) the director has not been the subject of any disciplinary action (including any censure, monetary penalty or banning order) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with his or her obligations as a director of a listed entity; (d) no listed entity of which he or she was a director (or, in the case of a listed trust, in respect of which he or she was a director of the responsible entity) at the time of the relevant conduct has been the subject of any disciplinary action (including any censure, monetary penalty, suspension of trading or termination of listing) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with its obligations under the listing rules applicable to that entity; and (e) the director is not aware of any pending or threatened investigation or enquiry by a government agency, professional body, securities exchange or other authority responsible for regulating securities markets that could lead to proceedings or action of the type described in (a), (b), (c) or (d) above, or, if the director is not able to give such confirmation, a statement to that effect and a detailed explanation of the circumstances involved. 23 Name and title of company $N/A$ secretary of responsible entity $23A$ Trusts only - the names of $N/A$ the members of the compliance committee (if any) $24$ Place of registration of the $N/A$ entity 25 Date of registration of the $N/A$ entity 26 Legislation under which the $N/A$ entity is registered 27 Address of administration $N/A$ office in Australia of the entity

01/01/2012

⁺ See chapter 19 for defined terms.

28 If an annual meeting is $N/A$ held, month in which it is usually held 29 $N/A$ Months in which distributions are usually paid (or are intended to be paid) 30 If the entity is a foreign $N/A$ entity which has a certificated subregister for quoted *securities, the location of Australian *security registers 30A $N/A$ If the entity is a foreign trust, the name and address of the entity's Australian agent for service of process

About the entity

All entities

	Tick to indicate you are providing the information or documents	Where is the information or document to be found? (eg, prospectus cross reference)
31	Evidence of compliance with 20 cent minimum issue price or sale price, and spread requirements	ASX has granted a waiver from Listing Rule 2.1 condition 2 to HKCo to the extent necessary to permit the issue price of CDIs in HKCo to be less than 20 cents in cash, on condition that each CDI is stapled to a share in the Company and a unit in the Trust, and each new stapled security has a value of at least 20 cents.
32	Prospectus, Product Disclosure Statement or information memorandum relevant to the application (250 copies)	Please refer to the information memorandum dated 22 February 2012 attached at Annex 1.
33	Cheque for fees	Please provide invoice.

¥

$\frac{1}{2}$

⁺ See chapter 19 for defined terms.

34	Type of subregisters the entity will operate Example: CHESS and certificated subregisters	CHESS subregister maintained by Computershare Investor Services Pty Ltd. Section 4.1 (page 22) of the information memorandum.
35	Copies of any contracts referred to in the prospectus, Product Disclosure Statement or information memorandum (including any underwriting agreement)	Attached at Tabs 1 and 2 of Folder 1. For summary, see Sections 6.1 and 6.2 (page 27) of the information memorandum.
36	A certified copy of any restriction agreement entered into in relation to + restricted securities	N/A
37	If there are restricted securities, undertaking issued by any bank or recognised trustee	N/A
38	(Companies only) - certificate of incorporation or other evidence of status (including any change of name)	A copy of HKCo's certificate of incorporation is attached at Tab 3 of Folder 1 .
39	(All entities except companies) - certificate of registration or other evidence of status (including change of name)	N/A
40	Copy of the entity's constitution (eg, if a company, the memorandum and articles of association)	A copy of HKCo's constitution is attached at Tab 4 of Folder 1.
		Where is the information or document to be found? (eg, prospectus cross reference)
41	Completed checklist that the constitution complies with the listing rules (copy of articles checklist is available from any Companies Department)	See HKCo's constitution, rule 25.7 which contains the provisions of Appendix 15A of the ASX Listing Rules.
42	A brief history of the entity or, if applicable, the group	ASX has granted a waiver from Listing Rule 1.1 Condition 3 to the extent necessary to permit the information memorandum to exclude a brief history of the Goodman Group as required by item 42 of Appendix 1A.
	Copy of agreement with ASX that documents may be given to ASX and authenticated electronically.	Agreement in place for the Goodman Group, therefore not required.

About the securities to be quoted

$01/01/2012$

⁺ See chapter 19 for defined terms.

All entities

	All entities
43		Confirmation that the "securities to be quoted are eligible to be quoted under the listing rules	Yes.
44		Voting rights of + securities to be quoted	To enable trading on the ASX trading platform, HKCo's shares must be held in the form of a CDI, with legal title to each share held by a nominee, CHESS Depository Nominees Pty Ltd (Nominee). The CDI holder cannot vote personally HKCo's shareholder meetings, but will be given notice of all meetings and can direct the Nominee how to vote its shares essentially on a see through basis. Each fully paid ordinary share confers one vote on a poll. See Section 13.6.9 of the ASX Settlement Operating Rules and Section 3.4 (page 21) of the information Memorandum.
45		A specimen certificate/holding statement for each class of securities to be quoted and a specimen holding statement for + CDIs	Attached at Tab 5 of Folder 1.
46		Terms of the + securities to be quoted	The terms of CDIs are as provided in Section 13 of the ASX Settlement Operating Rules, as summarised in sections $3.4$ (page 21) and $4.1$ (page 22) of the information memorandum. The terms of the ordinary shares are as provided in HKCo's constitution (see Tab 4 of Folder 1).
47		A statement setting out the names of the 20 largest holders in each + class of + securities to be quoted, and the number and percentage of each + class of + securities held by those holders	All issued shares in HKCo are currently held by the Trust and in due course will be held by the Nominee. HKCo will provide an updated list of the 20 largest holders when the restructure has been implemented, which is expected to be on or prior to 31 August 2012.
48		A distribution schedule of each +class of *equity securities to be quoted, setting out the number of holders in the categories - $1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 10,001 - 100,000 100,001 and over	To be provided by HKCo when restructure is implemented, which is expected to be on or prior to 31 August 2012.

⁺ See chapter 19 for defined terms.

49	The number of holders of a parcel of *securities with a value of more than \$2,000, based on the issue/sale price	ASX has granted a waiver from Listing Rule 1.1 condition 7 to the extent necessary to permit HKCo not to have at least 500 securityholders each holding a parcel of securities having a value of no less that \$2,000, on condition that each CDI in HKCo is stapled to a share in the Company and a unit in the Trust, and that there are at least 500 holders each holding a parcel of new stapled securities with a value of at least \$2,000.
50	Terms of any + debt securities and tconvertible debt securities	N/A
		Where is the information or document to be found? (eg, prospectus cross reference)
51	Trust deed for any "debt securities and +convertible debt securities	N/A
52	Deleted 24/10/2005.

All entities with classified assets

(Other entities go to 62)

All ⁺mining exploration entities and, if ASX asks, any other entity that has acquired, or entered into an agreement to acquire a ⁺classified asset, must give ASX the following information.

53	The name of the vendor and details of any relationship of the vendor with us	N/A
54	If the vendor was not the beneficial owner of the *classified asset at the date of the acquisition or agreement, the name of the beneficial owner(s) and details of the relationship of the beneficial owner(s) to us	N/A
55	The date that the vendor acquired the + classified asset	N/A
56	The method by which the vendor 'acquired the + classified asset, including whether by agreement, exercise of option or otherwise	N/A
57	The consideration passing directly or indirectly from the vendor (when the vendor + acquired the asset), and whether the consideration has been provided in full	N/A

⁺ See chapter 19 for defined terms.

01/01/2012

Appendix 1A Page $\bf n$

	Appendix 1A	ASX Listing application and agreement
58		Full details of the + classified asset, including any title particulars	N/A
			Where is the information or document to be found? (eg, prospectus cross reference)
59		The work done by or on behalf of the vendor in developing the + classified asset. In the case of a + mining tenement, this includes prospecting in relation to the tenement. If money has been spent by the vendor, state the amount (verification of which may be required by ASX).	N/A
60		The date that the entity + acquired the *classified asset from the vendor, the consideration passing directly or indirectly to the vendor, and whether that consideration has been provided in full	N/A
61		A breakdown of the consideration, showing how it was calculated, and whether any experts' reports were commissioned or considered (and if so, with copies attached).	N/A
		About the entity's capital structure
	All entities
62		Deleted 1/9/99.
63		A copy of the register of members, if ASX asks	See distribution schedule (item 48 above). Distribution schedule to be provided by HKCo when restructure is implemented, which is expected to be on or around 22 August.
64		A copy of any court orders in relation to a reorganisation of the entity's capital in the last five years	N/A
65		The terms of any + employee incentive scheme	28,085,699 performance rights will be on issue post implementation.
			The Long-term incentive plan (LTIP) provides for the issue of performance rights. Each performance right issued under the LTIP entitles an employee to acquire a stapled security for nil consideration subject to the achievement of performance

$^{\mathrm{+}}$ See chapter 19 for defined terms.

Appendix 1A Page 12

$\mathrm{O I}/\mathrm{O I}/2\mathrm{O I2}$

		hurdles over a three year period. In order to derive the full benefits of the reward, an employee must remain employed over a five year
		vesting period. The LTIP also provides for the issue of options, though this has not been utilised to
		date. If options were to be issued it would entitle an employee to acquire a stapled security on
		payment of the exercise price for the option, subject to the vesting conditions having been satisfied.
		Non-executive directors are not entitled to participate in the LTIP.
		The Executive Option Plan (EOP) provides for offers of options over stapled securities to employees. All options expire on the earlier of their expiry date or the termination of the individual's employment (subject to special circumstances).
		The Employee Securities Acquisition Plan (ESAP) was offered to employees prior to 30 June 2008. Securities previously issued under the ESAP would have entitled an employee to acquire a stapled security on payment of the exercise price for the security; however the securities are unlikely to vest as the return on equity performance hurdles are unlikely to be achieved.
		See pages 29 to 35 and 97 of the Goodman Group 2011 Financial Report.
66	The terms of any + dividend or distribution plan	The Distribution Reinvestment Plan is currently suspended.
67	The terms of any + securities that will not be quoted	N/A
68	Deleted 1/7/98.
		Where is the information or document to be found? (eg, prospectus cross reference)
69	The entity's issued capital (interests),	Ordinary shares: 1,605,107,475

$01/01/2012$

$\sim$

à.

showing separately each ⁺class of ⁺security fully paid ordinary shares post implementation (to be held in (except ⁺CDIs), the amount paid up on each *class, the issue price, the dividend (in the the form of CDIs) issued at case of a trust, distribution) and voting rights $$0.35.$ attaching to each *class and the conversion terms (if applicable) Performance Rights: 28,085,699 performance rights post implementation (see item 65 above). Employee options over ٠ stapled securities: 23,146,400 post implementation (see item 65 above). Voting rights of ordinary shares: Entitled to one vote per share. (Annexure B (page 40) of the information memorandum). Under the ASX Settlement Operating Rules, CDI holders cannot vote personally at the Company's shareholder meetings, but will be given notice of all meetings and can direct the Nominee, as legal owner of the shares, how to vote its shares (Section 3.4 (page 21) of the information memorandum). Dividends - ordinary shares: Under Hong Kong law, dividends may only be paid out of profits and a return of capital requires shareholder and court approval (Section 4.4(c) (page 24) of the information memorandum). The Goodman Group intends to follow it apply its existing distribution policy of distributing 60% of Goodman Group's operating profit (or the taxable income of the Trust if higher). Following the restructure, the distributions may come from the Trust, the Company or HKCo (page 13 of the information memorandum). While not securities issued by HKCo the following securities may be exchangeable into stapled securities in certain circumstances:

^<sup>+ See chapter 19 for defined terms.

		Goodman PLUS securities 3,269,665 Goodman PLUS securities, issued by GFML in its capacity as responsible entity of the Goodman PLUS Trust, being perpetual, listed, unsecured securities, listed on ASX under code GMP. For further information see the Product Disclosure Statement issued by Goodman PLUS on 20 December 2007.
70	The number of the entity's debentures, except to bankers, showing the amount outstanding, nominal value and issue price, rate of interest, dates of payment of interest, date and terms of redemption of each +class and conversion terms (if applicable) Note: This applies whether the securities are quoted or not.	N/A
71	The number of the entity's unsecured notes, showing the amount outstanding, nominal value and issue price, rate of interest, dates of payment of interest, date and terms of redemption of each + class and conversion terms (if applicable) Note: This applies whether the securities are quoted or not.	N/A
72	The number of the entity's options to acquire unissued securities, showing the number outstanding Note: This applies whether the securities are quoted or not.	See item 65.
73	Details of any rights granted to any + person, or to any class of +persons, to participate in an issue of the entity's *securities Note: This applies whether the securities are quoted or not.	N/A
74	If the entity has any 'child entities, a list of all + child entities stating in each case the name, the nature of its business and the entity's percentage holding in it. Similar details should be provided for every entity in which the entity holds (directly or indirectly) 20% or more of the issued capital (interests).	N/A

About the entity's financial position
(Entities meeting the profit test go to 75. For the assets test go to 82A.)

$01/01/2012$

^<sup>+ See chapter 19 for defined terms.

	All entities meeting the profit test
		Where is the information or document to be found? (eg, prospectus cross reference)
75	Evidence that the entity has been in the same main business activity for the last 3 full financial years	N/A
76	Evidence that the entity is a going concern (or successor) and its aggregated profit for the last 3 full financial years	N/A
76A	Evidence that the entity's + profit from continuing operations in the past 12 months exceeded \$400,000	N/A
77	Audited + accounts for the last 3 full financial years and audit reports	N/A
$78 - 79$	Deleted 1/7/97.
80	Half yearly + accounts (if required) and audit report or review	N/A
8oA	Pro forma statement of financial position and review	N/A
8oB	Statement from all directors or all directors of the responsible entity confirming that the entity is continuing to earn + profit from continuing operations	N/A
	All entities meeting the assets test (only complete one of 81A, 81B or 81C and one of 82 or 83)
81	Introduced 01/07/96 Amended 01/07/99, 01/01/12 Deleted 1/7/97
81A	For entities other than "investment entities, evidence of net tangible assets of at least \$2 million or market capitalisation of at least sio million	N/A
8 1 B	For investment entities other than pooled development funds, evidence of net tangible assets of at least \$15 million	N/A
81C	Evidence that the entity is a *pooled development fund with net tangible assets of at least \$2 million	N/A
		Where is the information or

Appendix 1A Page 16

$\alpha/\alpha1/2\alpha12$

^<sup>+ See chapter 19 for defined terms.

			document to be found? (eg, prospectus cross reference)
82		Evidence that at least half of the entity's total tangible assets (after raising any funds) is not cash or in a form readily convertible to cash (if there are no-commitments)	N/A
83		Evidence that there are commitments to spend at least half of the entity's cash and assets in a form readily convertible to cash (if half or more of the entity's total tangible assets (after raising any funds) is cash or in a form readily convertible to cash)	N/A
84		Statement that there is enough working capital to carry out the entity's stated objectives (and statement by independent expert, if required)	N/A
85		Deleted 1/9/99
86		Deleted 1/7/97.
87		*Accounts for the last 3 full financial years and audit report, review or statement that not audited or not reviewed	As HKCo has only recently been established, there are no accounts available.
87A		Half yearly + accounts (if required) and audit report, review or statement that not audited or not reviewed	N/A
87B		Deleted 01/01/12
87C		Pro forma statement of financial position and review	N/A
	(Now go to 106)
88		Deleted 1/7/97.
89-92C		Deleted 1/9/99.
93		Deleted 1/7/97.
94-98C		Deleted 1/9/99.
99		Deleted 1/7/97.
100-105C		Deleted 1/9/99.

About the entity's business plan and level of operations All entities

^<sup>+ See chapter 19 for defined terms.

Information contained in the information memorandum	Where is the information or document to be found? (eg, prospectus cross reference)
Details of the entity's existing and proposed 106 activities, and level of operations. State the main business	HKCo was incorporated on 18 January 2012 in Hong Kong and has no significant operating history. HKCo will initially be capitalised by the Trust at approximately \$561.8 million. HKCo has been established to support the Goodman Group's strategy to grow in Asia and to align Goodman's corporate and capital structure with Goodman's ongoing growth as global owner, developer and manager of industrial property. It is proposed that HKCo will use its capital to acquire certain existing Asian and European operating and asset holding companies from the Company and the Trust after the restructure. See page 10 of the information memorandum. See Sections 4.1 (page 22) and 4.3 (page 23) of the information memorandum.
Details of any issues of the entity's + securities (in 107 all *classes) in the last 5 years. Indicate issues for consideration other than cash	The current issued capital is 1,605,107,475 fully paid ordinary shares following implementation. Except for the nominal subscriber capital and the \$561.8 million equity subscription by the Trust prior to the restructure, HKCo has not raised any capital in the last 3 months before the date of this information memorandum and will not need to raise any capital for the 3 months after the date of the information memorandum (but reserves its right to do so if required). See Section 4.3(a) (page 23) of the information memorandum.
Information memorandum requirements
All entities

ï

$^{\mathrm{+}}$ See chapter 19 for defined terms.

ASX has granted a waiver from 108 If the entity is a company, a statement that $\times$ Listing Rule 1.1 condition 3 to the all the information that would be required extent necessary to permit the under section 710 of the Corporations Act if information memorandum to the information memorandum were a exclude information relating to a prospectus offering for subscription the statement that all the information same number of *securities for which that would be required under ⁺quotation will be sought is contained in section 710 of the Corporations Act the information memorandum. If the entity 2001 (Cth) subject to certain is a trust, a statement that all the conditions. information that would be required under section 1013C of the Corporations Act if the Goodman Group will provide a information memorandum were a Product statement to the market that it is in Disclosure Statement offering for compliance with listing rule 3.1 at subscription the same number of ⁺securities the time HKCo is admitted to the for which +quotation will be sought is official list of ASX. contained in the information memorandum Information about the proposed activities and business of HKCo and its relationship to the Goodman Group is set out in Sections 4.1 and 4.2 of the information memorandum. An outline of the proposed stapled structure is set out in Sections 1.2 $(\text{page 10})$ , 3.1 to 3.3 $(\text{pages 19 and 20})$ of the information memorandum. A summary of the constitution of HKCo is set out in Section 4.5 (page 24) of the information memorandum. The signature of every director, and See signature of Greg Goodman on 109 proposed director, of the entity personally page 32 of the information or by a ⁺person authorised in writing by the memorandum, who has signed the director (in the case of a trust, director of information memorandum on behalf of all directors of HKCo. the responsible entity) The date the information memorandum is 22 February 2012. 110 signed Full particulars of the nature and extent of No interest is held by any director $m(a)$ any interest now, or in the past 2 years, of in the promotion of HKCo, or in the every director or proposed director of the property acquired or proposed to be entity (in the case of a trust, the responsible acquired by it aside from the entity), in the promotion of the entity, or in existing Goodman interests in the property acquired or proposed to be Goodman securities noted in acquired by it Section 6.5 of the information

⁺ See chapter 19 for defined terms.

Appendix 1A Page 19

memorandum.

m(b)	If the interest was, or is, as a member or partner in another entity, the nature and extent of the interest of that other entity	N/A
memorandum	Information contained in the information	Where is the information or document to be found? (eg, prospectus cross reference)
m(c)	If the interest was or is as a member or partner in another entity, a statement of all amounts paid or agreed to be paid to him or her or the entity in cash, securities or otherwise by any person to induce him or her to become or to qualify him or her as, a director, or for services rendered by him or her or by the entity in connection with the promotion or formation of the listed entity	N/A
112(a)	Full particulars of the nature and extent of any interest of every expert in the promotion of the entity, or in the property acquired or proposed to be acquired by it	N/A
112(b)	If the interest was or is as a member or partner in another entity, the nature and extent of the interest of that other entity	N/A
112(c)	If the interest was or is as a member or partner in another entity, a statement of all amounts paid or agreed to be paid to him or her or the entity in cash, + securities or otherwise by any *person for services rendered by him or her or by the entity in connection with the promotion or formation of the listed entity	N/A
113	A statement that ASX does not take any responsibility for the contents of the information memorandum	See "Disclaimer and important notices" section (page 1) of the information memorandum.
114	A statement that the fact that ASX may admit the entity to its + official list is not to be taken in any way as an indication of the merits of the entity	See "Disclaimer and important notices" section (page 1) of the information memorandum.
115	If the information memorandum includes a statement claiming to be made by an expert or based on a statement made by an expert, a statement that the expert has given, and has not withdrawn, consent to the issue of the information memorandum with the particular statement included in its form and context	N/A

⁺ See chapter 19 for defined terms.

01/01/2012

116	A statement that the entity has not raised any capital for the 3 months before the date of issue	Where is the information or document to be found? (eg, prospectus cross reference) See Section $4.3(a)$ (page 23) of the information memorandum.
	of the information memorandum and will not need to raise any capital for 3 months after the date of issue of the information memorandum
117	A statement that a supplementary information memorandum will be issued if the entity becomes + aware of any of the following between the issue of the information memorandum and the date the entity's + securities are + quoted or reinstated. • A material statement in the information memorandum is misleading or deceptive. There is a material omission from the information memorandum. There has been a significant change affecting ۰ a matter included in the information memorandum. A significant new circumstance has arisen $\bullet$ and it would have been required to be included in the information memorandum	See "Disclaimer and important notices" section (page 2) of the information memorandum.
	Information contained in the supplementary information memorandum
п8	If there is a supplementary information memorandum: Correction of any deficiency. ٠ • Details of any material omission, change or new matter. • A prominent statement that it is a supplementary information memorandum. The signature of every director, or proposed director, of the entity personally or by a *person authorised in writing by the director (in the case of a trust, director of the responsible entity). • The date the supplementary information memorandum is signed.	N/A
	Evidence if supplementary information memorandum is issued

119

Evidence that the supplementary information memorandum accompanied every copy of the information memorandum issued after the date of the supplementary information memorandum.

$N/A$

⁺ See chapter 19 for defined terms.

Other information

All entities

		Where is the information or document to be found? (eg, prospectus cross reference)
120	Evidence that the supplementary information memorandum was sent to every *person who was sent an information memorandum	N/A
121	Details of any material contracts entered into between the entity and any of its directors (if a trust, the directors of the responsible entity)	N/A
122	A copy of every disclosure document or Product Disclosure Statement issued, and every information memorandum circulated, in the last 5 years	See Annex 1 for a copy of the information memorandum.
123	Information not covered elsewhere and which, in terms of rule 3.1, is likely materially to affect the price or value of the entity's +securities	There is no other information which is likely materially to affect the price or value of HKCo's securities.
123A	The documents which would have been required to be given to ASX under rules 4.2A, 4.3A, 4.5, 5.1, 5.2 and 5.3 had the entity been admitted to the + official list at the date of its application for admission, unless ASX agrees otherwise.	We note that given HKCo will be established by way of an internal reconstruction ASX does not require this information.
	Example: ASX may agree otherwise if the entity was recently incorporated.
	Mining exploration entities
124	A map or maps of the mining tenements prepared by a qualified "person. The maps must indicate the geology and other pertinent features of the tenements, including their	N/A

extent and location in relation to a capital city or major town, and relative to any nearby properties which have a significant bearing on the potential of the tenements. The maps must be dated and identify the qualified *person and

the report to which they relate.

Deleted 1/7/97 125

^<sup>+ See chapter 19 for defined terms.

Where is the information or document to be found? (eg, prospectus cross reference) A schedule of ⁺mining tenements prepared $N/A$ $126$ by a qualified person. The schedule must state in relation to each ⁺mining tenement: the geographical area where the "mining tenement is situated; the nature of the title to the "mining tenement; whether the title has been formally confirmed or approved and, if not, whether an application for confirmation or approval is pending and whether the application is subject to challenge; and the ⁺person in whose name the title to the *mining tenement is currently held. $N/A$ If the entity has ⁺acquired an interest or 127 entered into an agreement to "acquire an interest in a ⁺mining tenement from any *person, a statement detailing the date of the ⁺acquisition of the interest from the vendor and the purchase price paid and all other consideration (whether legally enforceable or not) passing (directly or indirectly) to the vendor. A financial statement by the directors (if a $N/A$ 128 trust, the directors of the responsible entity) setting out a program of expenditure together with a timetable for completion of an exploration program in respect of each *mining tenement or, where appropriate, each group of tenements A declaration of conformity or otherwise $N/A$ 129 with the Australasian Code for Reporting of Identified Mineral Resources and Ore Reserves for any reports on mineral resources and +ore reserves

Part 3 - Agreement

All entities

You must complete this agreement. If you require a seal to be bound, the agreement must be under seal.

We agree:

01/01/2012

^<sup>+ See chapter 19 for defined terms.

Our admission to the *official list is in ASX's absolute discretion. ASX may admit us $\mathbf{r}$ on any conditions it decides. +Quotation of our +securities is in ASX's absolute discretion. ASX may quote our 'securities on any conditions it decides. Our removal from the ⁺official list or the suspension or ending of ⁺quotation of our ⁺securities is in ASX's absolute discretion. ASX is entitled immediately to suspend *quotation of our *securities or remove us from the *official list if we break this agreement, but the absolute discretion of ASX is not limited.

• We warrant the following to ASX. $\overline{2}$
• The issue of the 'securities to be quoted complies with the law, and is not for an illegal purpose.
• There is no reason why the 'securities should not be granted 'quotation.
• An offer of the *securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warrantics from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any 'securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 601MB(1), 737, 738, 992A, 992AA or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any claim, $\overline{\mathbf{3}}$ action or expense arising from, or connected with, any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ information or document is not available now, we will give it to ASX before *quotation of the 'securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
• We will comply with the listing rules that are in force from time to time, even if 5 'quotation of our 'securities is deferred, suspended or subject to a 'trading halt.
• The listing rules are to be interpreted: 6
• in accordance with their spirit, intention and purpose;
• by looking beyond form to substance; and

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^<sup>+ See chapter 19 for defined terms.

Appendix 1A Page 24

• in a way that best promotes the principles on which the listing rules are based.
• ASX has discretion to take no action in response to a breach of a listing rule. ASX $\overline{7}$ may also waive a listing rule (except one that specifies that ASX will not waive it) either on our application or of its own accord on any conditions. ASX may at any time vary or revoke a decision on our application or of its own accord.
• A document given to ASX by an entity, or on its behalf, becomes and remains the 8 property of ASX to deal with as it wishes, including copying, storing in a retrieval system, transmitting to the public, and publishing any part of the document and permitting others to do so. The documents include a document given to ASX in support of the listing application or in compliance with the listing rules.
• In any proceedings, a copy or extract of any document or information given to $\overline{Q}$ ASX is of equal validity in evidence as the original.
• Except in the case of an entity established in a jurisdiction whose laws have the $\overline{10}$ effect that the entity's *securities cannot be approved under the operating rules of the +approved CS facility:
• We will satisfy the 'technical and performance requirements of the tapproved CS facility and meet any other requirements the tapproved CS facility imposes in connection with approval of our *securities.
• When *securities are issued we will enter them in the *approved CS facility's subregister holding of the applicant before they are quoted, if the applicant instructs us on the application form to do so.
• The +approved CS facility is irrevocably authorised to establish and administer a subregister in respect of the +securities for which +quotation is sought.
• Except in the case of an entity established in a jurisdiction whose laws have the $\overline{\mathbf{u}}$ effect that the entity's 'securities cannot be approved under the operating rules of the 'approved CS facility, we confirm that either:

٦	÷
	í
×	۰ ł

we have given a copy of this application to the 'approved CS facility in accordance with the operating rules of the tapproved CS facility; or

we ask ASX to forward a copy of this application to the 'approved CS facility.

• In the case of an entity established in a jurisdiction whose laws have the effect that the $12$ entity's *securities cannot be approved under the operating rules of the *approved CS facility:
• The *approved CS facility is irrevocably authorised to establish and administer a subregister in respect of 'CDIs.

01/01/2012

⁺ See chapter 19 for defined terms.

• We will make sure that *CDIs are issued over *securities if the holder of ٠. quoted *securities asks for *CDIs.
• In the case of an entity established in a jurisdiction whose laws have the effect that the $13$ entity's *securities cannot be approved under the operating rules of the *approved CS facility:

í			ī v
		ALCOHOL:	. .

we have given a copy of this application to the approved CS facility in accordance with the operating rules of the *approved CS facility; or

we ask ASX to forward a copy of this application to the +approved CS facility.

Dated:

EXECUTED for and on behalf of GOODMAN $\lambda$ LOGISTICS $(HK)$ LIMITED, ) 嘉民物流 香港 有限公司 Company no 1700359 by: )

Signature of director $GREG$

Name of director

⁺ See chapter 19 for defined terms.

Appendix 1A Page 26

$01/01/2012$