GOODMAN GROUP — Share Issue/Capital Change 2008

Sep 4, 2008

==> picture [91 x 91] intentionally omitted <==

5 September 2008

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

Dear Sir

GOODMAN GROUP OFFER OF OPTIONS TO STAFF

We wish to advise of an offer of options pursuant to Listing Rule 3.10.3 and note the following:

Offer of Options

1. Class of Securities

Options over Goodman Group stapled securities to staff pursuant to an Executive Option Plan approved by Securityholders on 16 November 2006 as amended.

2. Number of Securities

The offer is in respect of 57,225,000 options and their issue is subject to acceptance.

The offer includes an offer of 7,000,000 options to Mr Gregory Goodman, conditional on Securityholder approval at the next available meeting of Securityholders.

3. Principal terms of the Security Offers

The principal terms of the options offer are:

• The exercise price of $3.07 is the volume weighted average market price of Goodman Group stapled securities in the 10 trading days immediately prior to the date of the offer on 5 September 2008.

• The options may only be exercised if Goodman Group achieves return on equity targets on average greater than 12% per annum over the period to vesting for that tranche or a subsequent tranche. Further, subject to certain exceptions, the employee must be an employee of Goodman Group at the time of the exercise.

Level 10, 60 Castlereagh Street Sydney NSW 2000 | GPO Box 4703, Sydney NSW 2001 Australia Tel +61 2 9230 7400 | Fax +61 2 9230 7444 | info-au@goodman.com | www.goodman.com Goodman International Limited ABN 69 000 123 071 Goodman Funds Management Limited ABN 48 067 796 641 AFSL Number 223621 as responsible entity for Goodman Industrial Trust ARSN 091 213 839

==> picture [91 x 91] intentionally omitted <==

• If the above hurdle has been met then the options are exercisable in three equal tranches as follows:

First Exercise Date

Last Exercise Date

1 July 2010 30 June 2013 1 July 2011 30 June 2013 1 July 2012 30 June 2013

4. Issue Price

Nil on issue of options.

5. Purpose of the Issue

Remuneration of staff.

6. Securityholder Approval

Securityholder approval for the issue of options is not required other than in respect of the issue of options to Greg Goodman for which approval will be sought at the 2008 Annual General Meeting.

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

Yours faithfully

==> picture [89 x 55] intentionally omitted <==

Carl Bicego

Company Secretary

Level 10, 60 Castlereagh Street Sydney NSW 2000 | GPO Box 4703, Sydney NSW 2001 Australia Tel +61 2 9230 7400 | Fax +61 2 9230 7444 | info-au@goodman.com | www.goodman.com Goodman International Limited ABN 69 000 123 071 Goodman Funds Management Limited ABN 48 067 796 641 AFSL Number 223621 as responsible entity for Goodman Industrial Trust ARSN 091 213 839