GOODMAN GROUP — Share Issue/Capital Change 2005

May 5, 2005

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 177/96. Origin: Appendix 5. Amended 177/98, 179/99, 177/2000, 30/9/2001, 11/3/2002, 171/2003.

Name of entity

Macquarie Goodman Group

ACN

Macquarie Goodman Management Limited ACN 000 123 071 Macquarie Goodman Industrial Trust ARSN 091 213 839

We (the entity) give ASX the following information.

Part 1 - All issues

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

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Ordinary stapled securities

166,667

• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• $\mathbf{3}$ Principal terms of the *securities (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment: if *convertible securities, the conversion price and dates for conversion)

Fully paid ordinary stapled securities

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing class of quoted + securities?	The units referred to herein rank pari passu with the existing ordinary securities of Macquarie Goodman Group (MGQ).
	If the additional securities do not rank equally, please state: the date from which they do the extent to which they ۰ participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not ۰ rank equally, other than in relation to the next dividend. distribution or interest payment
5.	Issue price or consideration	100,000 stapled securities at \$0.5033 per stapled security; and 66,667 stapled securities at 0.7810 per stapled security.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	166,667 stapled securities issued pursuant to the Executive Option Plan approved by Shareholders of the Company on 14 September 1999
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	6 May 2005
8	Number and class of all securities quoted on ASX (including the securities in clause 2 if applicable)	Number 1,367,537,534 (Estimated to be 1,395,715,861 on completion of the MGQ Priority Entitlement Offer and Public Offer, announced 12 April 2005)	+ Class Ordinary Stapled Securities
9	Number class οf all and securities not quoted on ASX (including the securities in clause 2 if applicable)	Number Not applicable	+ Class Not applicable

⁺ See chapter 19 for defined terms.

$10¹⁰$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Refer to section 4 above

Part 2 - Bonus issue or pro rata issue

• $11$ Is security holder approval required?
• $12$ Is the issue renounceable or nonrenounceable?
• Ratio in which the "securities will 13 be offered
• $14$ ⁺Class of ⁺securities to which the offer relates
• 15 *Record date to determine entitlements
• Will holdings on different registers 16 (or subregisters) be aggregated for calculating entitlements?
• 17 Policy for deciding entitlements in relation to fractions
• 18 Names of countries in which the entity has "security holders who will not be sent new issue documents

Note: Security bolders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

• 19 Closing date for receipt of acceptances or renunciations
• 20 Names of any underwriters
• 21 Amount of any underwriting fee or commission
• 22 Names of any brokers to the issue
• 23 Fee or commission payable to the broker to the issue

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

⁺ See chapter 19 for defined terms.

24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders	Not applicable
25.	If the issue is contingent on *security holders' approval, the date of the meeting	Not applicable
26.	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	Not applicable
27.	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	Not applicable
28.	Date rights trading will begin (if applicable)	Not applicable
29.	Date rights trading will end (if applicable)	Not applicable
30	How do "security holders sell their entitlements in full through a broker?	Not applicable
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?	Not applicable
32.	How do *security holders dispose of their entitlements (except by sale through a broker)?	Not applicable
33	*Despatch date	Not applicable

⁺ See chapter 19 for defined terms.

Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• Securities described in Part 1 $(a)$ $\bar{\mathbf{X}}$

(b)		All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35	If the securities are equity securities, the names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders
36	If the "securities are "equity securities, a distribution schedule of the additional *securities 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
37	A copy of any trust deed for the additional "securities"
	Entities that have ticked box 34(b)

• 38 Number of securities for which ⁺quotation is sought
• 39 Class of ⁺securities for which quotation is sought

⁺ See chapter 19 for defined terms.

Quotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for $\bullet$ an illegal purpose.
• There is no reason why those *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 warranties from subscribers for the securities in order to be able to give this warranty

$+$ See chapter 19 for defined terms.

• 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 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided 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 $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the *securities begins. We acknowledge that $\overrightarrow{ASX}$ is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ................................... (Company Secretary)

. . . . . . . . . . . . . . . . . . . . 6 May 2005

Print name: Carolyn Scobie

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⁺ See chapter 19 for defined terms.