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GOODMAN GROUP Share Issue/Capital Change 2005

Oct 26, 2005

64998_rns_2005-10-26_7b4e64a9-bb84-4ad0-8135-441cf1f2ddd5.pdf

Share Issue/Capital Change

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Macquarie Goodman

27 October 2005

The Manager Company Notices Section Australian Stock Exchange Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir

MACQUARIE GOODMAN GROUP ("MACQUARIE GOODMAN") ISSUE OF SECURITIES

We wish to advise a proposed grant of options today pursuant to Listing Rule 3.10.3 and note the following:

Class of Securities $11$

The class of securities is options to staff pursuant to an Executive Option Plan approved by Shareholders on 14 September 1999 as amended.

$2.$ Number of Securities

It is proposed to issue 5,527,945 options.

$31$ Principal terms of the Options

The principal terms of the offer are:

  • The exercise price is the weighted average market price of Macquarie $\bullet$ Goodman stapled securities in the 10 trading days up to and including the date of the offer. That amount was \$4.09 as at 20 October 2005.
  • The options may only be exercised if, from the Grant Date to the Exercise Date, $\bullet$ growth in Macquarie Goodman Group Return of Equity per Security equals or exceeds on average 11% per annum (compounded). Further, the employee must generally be an employee of the Company at the time of the exercise.
  • If the above hurdle has been met then the options are exercisable in three tranches as follows:
First Exercise Date Last Exercise Date
30 June 2008 30 June 2011
30 June 2009 30 June 2011
30 June 2010 30 June 2011

Level 10, 60 Castlereagh Street Sydney NSW 2000 GPO Box 4703 Sydney NSW 2001

Telephone +61 2 9230 7400 +61 2 9230 7444 Facsimile [email protected] www.macquariegoodman.com

Macquarie Goodman

Issue Price 4.

Nil on issue of options

5. Purpose of the Issue

Remuneration of staff.

6. Security Holder Approval

It is not proposed to seek security holder approval for this issue.

$\overline{z}$ . Issue to a Class of Security Holders

The issue of Options is to a group of overseas employees of Macquarie Goodman Group.

Please do not hesitate to contact the undersigned if you have any queries.

Yours faithfully

Carolyn Scobie Company Secretary