GOODMAN GROUP — Share Issue/Capital Change 2005

Feb 14, 2005

Macquarie Goodman

9 February 2005

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

Dear Sir

MACQUARIE GOODMAN GROUP ("MGQ"), MACQUARIE GOODMAN MANAGEMENT LIMITED ("MGM") AND MACQUARIE GOODMAN INDUSTRIAL TRUST ("MGI")

We refer to the Appendices 3B lodged on 10 December 2004 for MGI and MGM providing the estimated number of securities to be issued as a result of the merger of MGI and MGM. We now enclose the Appendices 3B in relation to MGI units and MGM shares that were issued to Australian and New Zealand residents (MGQ Securityholders) today to effect the stapling of MGI units and MGM shares. Further, following today's implementation of MGQ, there are 1,258,759,821 MGQ stapled securities on issue.

We will dispatch Issuer Sponsored Holding Statements or CHESS Confirmations to MGQ Securityholders together with other relevant information on 15 February 2005.

The MGQ stapled securities held by former foreign MGM Shareholders and MGI Unitholders (Foreign Securityholders) have been issued to Citigroup Global Markets Australia Pty Limited (Cashout Bank).

The Cashout Bank will sell the stapled securities as soon as practicable in accordance with the Explanatory Memorandum dated 3 December 2004. The cash proceeds will be dispatched to the Foreign Securityholders on or before 8 March 2005.

Please do not hesitate to contact the undersigned if you require further information.

Yours faithfully

Carolyn Scobie Company Secretary

Macquarie Goodman Group Macquarie Goodman Management Limited ABN 69 000 123 071 Macquarie Goodman Funds Management Limited ABN 48 067 796 641; AFSL Number 223621

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

(02) 9230 7400 Telephone (02) 9230 7444 Facsimile info@macquariegoodman.com.au www.macquariegoodman.com.au

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Macquarie Goodman Management Limited

ACN
000 123 071

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).

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

Ordinary Shares

Number of ⁺securities issued or to $\overline{2}$ be issued (if known) or maximum number which may be issued

$\overline{3}$ 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)

967,794,042.

Fully paid ordinary shares

4	Do the + securities rank equally in all respects from the date of allotment with an existing + class of quoted *securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they $\bullet$ participate for the next dividend, (in the case of trust. a distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	The shares referred to herein will rank pari passu with the existing ordinary shares of Macquarie Goodman Management Limited.
5	Issue price or consideration	1 cent per share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	will The be of shares issued part as implementation of the stapling of units in Macquarie Goodman Industrial Trust with shares in Macquarie Goodman Management described in the Macquarie Limited as Goodman Group Explanatory Memorandum dated 3 December 2004.
7	Dates of entering + securities into uncertificated holdings or despatch of certificates	9 February 2005
		Number +Class
8	Number +class of and all +securities quoted ASX on (including the securities in clause 2 if applicable)	Ordinary shares 1,258,759,821

	Number	+ Class
Number and + class of all Not applicable *securities not quoted on ASX (including the securities in clause) 2 if applicable)		Not applicable

Dividend policy (in the case of a $\fbox{Refer to section 4 above}$ trust, distribution policy) on the increased capital (interests) $10$

Part 2 - Bonus issue or pro rata issue

11	holder security approval Is required?	Not applicable
12	Is the issue renounceable or non- renounceable?	Not applicable
13	Ratio in which the + securities will be offered	Not applicable
14	+ Class of + securities to which the offer relates	Not applicable
15	determine + Record date to entitlements	Not applicable
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Not applicable
17	Policy for deciding entitlements in relation to fractions	Not applicable
18	Names of countries in which the entity has 'security holders who will not be sent issue new documents	Not applicable
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for of receipt acceptances or renunciations	Not applicable

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

$32$ How do *security holders dispose of their entitlements (except by sale through a broker)?

33 +Despatch date Not applicable

Not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34	(tick one)	Type of securities
$(a) \sim$		Securities described in Part 1
(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
• If the ⁺securities are ⁺equity securities, a distribution schedule of the additional 36 *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

⁺ See chapter 19 for defined terms.

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
• 40 Do the ⁺securities rank equally in all respects from the date of allotment with an existing ⁺class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and ⁺class of all ⁺securities quoted on ASX (including the securities in clause 38)

Vumber	+Class

Number	+Class

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ 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 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

• 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 *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

⁺ See chapter 19 for defined terms.

• $\overline{3}$ 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 ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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

Print name: Carolyn Scobie

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$+$ See chapter 19 for defined terms.

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Macquarie Goodman Industrial Trust

ACN 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 units

• Number of ⁺securities issued or to $\overline{2}$ be issued (if known) or maximum number which may be issued
• $\overline{3}$ 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)

290, 965, 779.

Fully paid ordinary units

⁺ 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 units of Macquarie Goodman Industrial Trust.
	If the additional securities do not rank equally, please state: the date from which they do the extent to which they ٠ participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not ٠ rank equally, other than in relation to the next dividend, distribution or interest payment
5	Issue price or consideration	10 cents per unit.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	The units will be issued as part of implementation of the stapling of units in Macquarie Goodman Industrial Trust with shares in Macquarie Goodman Management Limited as described in the Macquarie Goodman Group Explanatory Memorandum dated 3 December 2004.
7	Dates of entering + securities into uncertificated holdings or despatch of certificates	9 February 2005
8	Number and + class of all *securities quoted on ASX (including the securities in clause 2 if applicable)	Number 1,258,759,821	+ Class Ordinary Units
		Number	+ Class
9	Number + class οf all and *securities not quoted on ASX (including the securities in clause 2 if applicable)	Not applicable	Not applicable
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Refer to section 4 above

⁺ See chapter 19 for defined terms.

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

Note: Security holders 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 Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

⁺ See chapter 19 for defined terms.

20	Names of any underwriters	Not applicable
21	Amount of any underwriting fee or commission	Not applicable
22	Names of any brokers to the issue	Not applicable
23	Fee or commission payable to the broker to the issue	Not applicable
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

$+$ See chapter 19 for defined terms.

$32$ How do *security holders dispose of their entitlements (except by sale through a broker)?

33 +Despatch date Not applicable

Not applicable

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)
(a)	$\overline{\mathbf{v}}$	Securities described in Part 1
(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

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

35

A copy of any trust deed for the additional +securities

⁺ See chapter 19 for defined terms.

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
• $40^°$ Do the ⁺securities rank equally in all respects from the date of allotment with an existing ⁺class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number and ⁺class of all ⁺securities 42 quoted on ASX (including the securities in clause 38)

Number	. + Class

⁺ See chapter 19 for defined terms.

Quotation agreement

• +Ouotation of our additional +securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ 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 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

• 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 *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.

⁺ See chapter 19 for defined terms.

• $\overline{3}$ 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 ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ................................... ................................... (Company Secretary) 9 February 2005

Print name: Carolyn Scobie

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⁺ See chapter 19 for defined terms.