GOODMAN GROUP — Share Issue/Capital Change 2006

Jun 13, 2006

Macquarie Goodman

14 June 2006

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 offer of securities pursuant to Listing Rule 3.10.3 and note the following:

Class of Securities $1₁$

The classes of securities are as follows:-

• $(a)$ Options to staff pursuant to an Executive Option Plan approved by Shareholders on 14 September 1999 as amended.
• Employee Share Acquisition Plan (ESAP) securities to be issued pursuant to $(b)$ an ESAP approved 25 January 2005.

Number of Securities $2.$

It is proposed to issue 3,876,000 options. It is also proposed to issue 2,000,000 ESAP securities to Mr Greg Goodman.

$3.$ Principal terms of the Security Offers

• The principal terms of the options offer are: $(a)$
• The exercise price of \$5.24 is the weighted average market price of Macquarie $\bullet$ Goodman stapled securities in the 10 trading days immediately prior to the date of the offer on 31 May 2006.
• The options may only be exercised if Macquarie Goodman achieves return on $\bullet$ equity targets on average greater than 12% per annum (compounded) over the period of the offer. Further, the employee must generally be an employee of Macquarie Goodman at the time of the exercise.
• If the above hurdle has been met then the options are exercisable in three $\bullet$ tranches as follows:

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

First Exercise Date

31 December 2008 31 December 2009 31 December 2010

Last Exercise Date 31 December 2011 31 December 2011 31 December 2011

• $(b)$ The principal terms of the ESAP securities offer are:
• Prior to the issue to Mr Greg Goodman, Macquarie Goodman securityholders must approve the issue.
• The proposed ESAP security price of \$5.24 is the weighted average market $\bullet$ price of Macquarie Goodman stapled securities in the 10 trading days immediately prior to the date of the offer on 31 May 2006.
• The limited recourse loan offered to the employee to allow the acquisition of $\bullet$ the restricted ESAP securities can only be repaid if Macquarie Goodman achieves return on equity targets on average greater than 12% per annum (compounded) over the period of the offer. Further, the employee must generally be an employee of Macquarie Goodman at the time of repayment.
• If the above hurdle has been met then the loan is repayable and the securities $\bullet$ are released from voluntary escrow in three tranches as follows:

First Repayment Date
31 December 2008
31 December 2009
31 December 2010

Last Repayment Date

31 December 2011 31 December 2011 31 December 2011

Issue Price 4.

Nil on issue of options. The issue price of ESAP securities is \$5.24.

Purpose of the Issue 5.

Remuneration of staff.

6. Security Holder Approval

It is not proposed to seek security holder approval for the issue of Options but it is proposed to seek securityholder approval for the issue of ESAP securities

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

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

Telephone +61 2 9230 7400 +61 2 9230 7444 Facsimile info@macquariedoodman.com.au www.macquarlegoodman.com

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 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

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

10.935,000

Fully paid ordinary stapled securities issued as a result of conversion of Reset Preference Units (RePS) and the issue of securities pursuant to the Employee Security Acquisition Plan.

⁺ See chapter 19 for defined terms.

$\overline{4}$	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 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	\$2.91 per stapled security for RePs \$5.24 per stapled security for ESAP
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	114,014 Reset Preference Units (RePS) were converted into 3,913,975 MGQ stapled securities, issued in accordance with the MGA Constitution and the RePS Terms.
		7,021,025 ordinary MGQ stapled securities to be issued under an Employee Securities Acquisition Plan approved on 25 January 2005.
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	14 June 2006
		Number	+ Class
8	Number and class of all securities quoted on ASX (including the securities in clause 2 if applicable)	1,614,370,838 (including 5,548,357 stapled securities subject to securityholder approval)	Ordinary Stapled Securities
		Number	+ Class
9	Number *class and of all securities not quoted on ASX (including the securities in clause 2 if applicable)	Not applicable	Not applicable
$\overline{10}$	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.

11	Is security holder approval 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	*Record date to determine 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 new issue documents Note: Security holders must be told how their entitlements are to be dealt with.	Not applicable
	Cross reference: rule 7.7.
19	Closing date for receipt of acceptances or renunciations	Not applicable
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

Part 2 - Bonus issue or pro rata issue

$\pm$ 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

Part 3 - Quotation of securities

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

Type of securities 34 (tick one)

Securities described in Part 1 $(a)$ $\mathbf X$

⁺ See chapter 19 for defined terms.

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

$(b)$

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
• 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 $\bullet$
• 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

⁺ See chapter 19 for defined terms.

$41$ 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 ^*Class 42 Number and *class of all *securities quoted on ASX (including the

Quotation agreement

• $\mathbf{I}$ *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.

securities in clause 38)

• 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

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

Sign here:
	(Company Secretary)	14 June 2006

Print name:

Carolyn Scobie

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⁺ See chapter 19 for defined terms.