Appendix 3Y
Change of Director's Interest Notice

Appendix 3Y Change of Director's Interest Notice

Rule 3.19A.2

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 30/09/01 Amended 01/01/11

Name of entity: Goodman Group (Goodman Limited, Goodman Funds Management Limited as responsible entity of Goodman Industrial Trust and Goodman Logistics (HK) Limited) (ASX: GMG)
And with effect from 1 January 2013, Goodman Funds Management Limited as responsible entity of Goodman PLUS Trust (ASX: GMP)

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director

Philip Pearce

Date of last notice

20 December 2012 (as a continuing director of GMG)

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest

Direct

Nature of indirect interest

(including registered holder)

Note: Provide details of the circumstances giving rise to the relevant

interest.

Nil

Date of change

31 December 2012

No. of securities held prior to change

117,127 - GMG Stapled Securities

804,638 - GMG Performance Rights in respect of GMG Stapled Securities under Long Term Incentive Plan

500,000 - GMG Options over GMG Stapled

Securities under Executive Option Plan

Total - 1,421,765 GMG Securities

Class

GMG Stapled Securities, GMG Options and

GMG Performance Rights

Number acquired

Nil

+ See chapter 19 for defined terms.

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Appendix 3Y
Change of Director's Interest Notice

Number disposed

Lapse of 100,000 GMG Options

Value/Consideration

Note: If consideration is non-cash, provide details and estimated valuation

Nil

No. of securities held after change

117,127 - GMG Stapled Securities

804,638 - GMG Performance Rights in respect of GMG Stapled Securities under Long Term Incentive Plan

400,000 - GMG Options over GMG Stapled

Securities under Executive Option Plan

Nature of change

Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Lapse of GMG Options under the Executive

Option Plan

Part 2 - Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should

be disclosed in this part.

Detail of contract

Not applicable

Nature of interest

Name of registered holder

(if issued securities)

Date of change

No. and class of securities to which

interest related prior to change

Note: Details are only required for a contract in relation to which the interest has changed

Interest acquired

Interest disposed

Value/Consideration

Note: If consideration is non-cash, provide details and an estimated valuation

Interest after change

+ See chapter 19 for defined terms.

Appendix 3Y Page 2 01/01/2011

Part 3 - +Closed period

Appendix 3Y

Change of Director's Interest Notice

Were the interests in the securities or contracts detailed

above traded during a +closed period where prior written clearance was required?

No

If so, was prior written clearance provided to allow the trade to proceed during this period?

If prior written clearance was provided, on what date was this

provided?

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

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