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Dispatch of in specie distribution

Monday, 27 August 2012

GOODMAN GROUP (GOODMAN) RESTRUCTURE – DISPATCH OF IN SPECIE DITRIBUTION STATEMENT TO SECURITYHOLDERS

Goodman group advises that the attached statement for the in specie distribution of interests in Goodman Logistics (HK) Limited has been dispatched to securityholders today. Normal trading of Goodman stapled securities resumes under the ASX code “GMG” from tomorrow.

The current number of Goodman stapled securities on issue remains unchanged at 1,605,107,475 securities.

Yours sincerely

Carl Bicego
Company Secretary


Goodman Group (Goodman or Group) Restructure


On 30 March 2012, the Group obtained Goodman Stapled Securityholder approval to add Goodman Logistics (HK) Limited (HKCo) to the existing Goodman Group stapled structure.

As part of the Restructure implementation, an interest in HKCo shares has been distributed to Securityholders for each Stapled Security that they hold. Each interest in HKCo shares will be stapled to each existing Goodman Group Stapled Security.

Importantly you maintain the same economic interest in the operations of Goodman Group. You will hold that interest through a Stapled Security that now comprises an ordinary share in Goodman Limited, an ordinary unit in Goodman Industrial Trust and a CDI1 over an ordinary share in HKCo. Your Stapled Securities will trade on ASX under Goodman’s existing ASX code, GMG, from 28 August 2012.

Enclosed is a statement reflecting the distribution to you of the interest in the HKCo shares which you should retain for your records and taxation purposes.

Should you have any questions, please call 1300 723 040 (within Australia) or +61 3 9415 4043 (outside Australia).

Yours faithfully


Gregory Goodman 
Group Chief Executive Officer


1 CHESS depository interest, being a form of beneficial ownership of a share, to facilitate trading on the ASX

Goodman Group In Specie Distribution as part of internal restructure of the Goodman Group

This advice confirms an in specie capital distribution by Goodman Industrial Trust of CHESS Depositary Instruments (CDIs) referencing an ordinary share in Goodman Logistics (HK) Limited (HKCo) (to the value of $0.35 per Goodman security) as part of the internal restructure of the Goodman Group (Restructure).

Under the Restructure, Securityholders holding Securities on the Record Date had CDIs distributed to them and stapled to their existing Stapled Securities on the Implementation Date. Further information regarding the Restructure, CDIs, the in specie distribution and the rights attaching to HKCo shares is contained in Goodman’s Notice of Meetings and Information Memorandum dated 22 February 2012 (a copy of which may be accessed at http://www.goodman.com/extraordinary-general-meetings)).

Class description Amount per Security Number of Securities  Total payment
Stapled Securities $.035 0 $0.00

Each stapled security comprises an ordinary share in Goodman Limited, an ordinary unit in Goodman Industrial 
Trust and a CDI referencing an ordinary share in HKCo from 22 August 2012.

If you have any queries regarding taxation issues, you should consult your taxation or financial adviser.

Note: You should retain this statement to assist you in preparing your tax return.