MACQUARIE GOODMAN PROPERTY TRUST INVESTMENT STATEMENT and PROSPECTUS Macquarie Goodman Property Trust

AND PROSPECTUS INVESTMENT STATEMENT MACQUARIE GOODMAN PROPERTY TRUST INVESTMENT STATEMENT AND PROSPECTUS Macquarie Goodman Property Trust

A BIG STEP FOR OUR FUTURE An Institutional Placement of 75.5 million New Units and a non-renounceable Priority Entitlement Offer of 66.9 million New Units at an Application Price of $1.09 per New Unit to raise $155 million. This is an important document and requires your immediate attention. You should read it in its entirety. If you are in doubt as to what you should do, you should consult your broker or ﬁ nancial or other professional adviser. Please call the information line on 0800 359 999 (within New Zealand) or on +64 9 488 8777 (outside New Zealand) if you have any queries about the Offer Document. INVESTMENT STATEMENT This Offer Document is a combined investment and prospectus AND PROSPECTUS statement for the purposes of the Securities Act 1978 and the Securities Regulations 1983. It is dated 7 March 2005, and was amended by a www.macquariegoodman.com memorandum of amendments dated 10 March 2005. industrial Important information Corporate directory

(The information in this section is required under the In addition to the information in this document, important Manager of Macquarie Goodman Property Trust Unit Registrar Securities Act 1978) information can be found in the current registered Macquarie Goodman (NZ) Limited Computershare Investor Services Limited prospectus for the investment. You are entitled to a copy Investment decisions are very important. They often have Level 3, Q&V Building Level 2, 159 Hurstmere Road of that prospectus on request. 1 long-term consequences. Read all documents carefully. 203 Queen Street Takapuna Ask questions. Seek advice before committing yourself. Auckland Private Bag 92-119 1 This is the wording required by schedule 3D of the Securities Regulations 1983, which Telephone: 0800 000 656 (within New Zealand) Auckland contemplates a seperate prospectus and investment statement. For this Offer the two documents Choosing an investment have been combined, and the prospectus available on request is this document. +64 9 375 6060 (outside New Zealand) Telephone: (0800) 359 999 (within New Zealand) Facsimile: +64 9 375 6061 +64 9 488 8777 (outside New Zealand) When deciding whether to invest, consider carefully the Email: [email protected] Facsimile: +64 9 488 8787 answers to the following questions that can be found on Website: www.macquariegoodman.com the pages noted below: Auditor Page Directors of Macquarie Goodman (NZ) Limited PricewaterhouseCoopers What sort of investment is this? 115 Hon Jim McLay, Chairman, Auckland PricewaterhouseCoopers Tower Who is involved in providing it for me? 115 Mr Keith Smith, Independent Director, Auckland 188 Quay Street How much do I pay? 116 Mr Rick Bettle, Independent Director, Wellington Private Bag 92162 What are the charges? 117 Mr John Maasland, Independent Director, Auckland Auckland Mr Phil Pryke, Independent Director, Sydney What returns will I get? 122 Mr Gregory Goodman, Non Executive Director, Sydney Lead Manager and Underwriter What are my risks? 123 Mr James Hodgkinson, Non Executive Director, Sydney Macquarie Equities New Zealand Limited Can the investment be altered? 126 Level 14, Phillips Fox Tower How do I cash in my investment? 126 Chief Executive Ofﬁ cer 209 Queen Street Who do I contact with enquiries about John Dakin PO Box 2006 my investment? 127 Auckland Chief Financial Ofﬁ cer and Joint Company Secretary Is there anyone to whom I can complain if Co-managers I have problems with the investment? 127 Peter Simmonds ABN AMRO Craigs Limited What other information can I obtain about this Legal Counsel and Joint Company Secretary 102–104 Spring Street investment? 128 Michael Gwydir PO Box 13155 Tauranga Trustee First NZ Capital Securities Limited Perpetual Trust Limited Level 20, ANZ Centre Level 17 23-29 Albert Street HSBC Centre PO Box 5333 1 Queen Street Auckland Auckland

Lawyers to MGNZ Directors of Perpetual Trust Limited Russell McVeagh Mr Richard Elworthy, Christchurch Vero Centre Mr Bruce Irvine, Christchurch 48 Shortland Street Mr Samuel Maling, Christchurch Auckland Mr Bryan Mogridge, Auckland Mr Stephen Montgomery, Christchurch Mr Timothy Saunders, Auckland Mr Warwick Steel, Auckland

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 161 Choosing an investment adviser Jurisdiction You have the right to request from any investment No action has been taken to permit a public offering of adviser a written disclosure statement stating his New Units outside New Zealand. This Offer Document or her Experience and qualifi cations to give advice. does not constitute an offer to any person to whom, or That document will tell you: in any place in which, it would be unlawful to make such an offer. The distribution of this Offer Document outside whether the adviser gives advice only about particular New Zealand may be restricted by law and therefore any types of investments; person who receives this Offer Document outside New whether the advice is limited to the investments offered Zealand should inform themselves about, and observe by one or more particular fi nancial organisations; and any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable whether the adviser will receive a commission or other securities laws. Neither the Offer Document, nor the benefi t from advising you. Entitlement and Acceptance Form or Public Application You are strongly encouraged to request that statement. Form, may be sent to investors in the United States or An investment adviser commits an offence if he or she otherwise distributed in the United States. does not provide you with a written disclosure statement No action has been taken to register or qualify the Offer or within fi ve working days of your request. You must make New Units in any jurisdiction outside New Zealand. the request at the time the advice is given or within one month of receiving the advice. This Offer Document has not been lodged with the Australian Securities and Investments Commission. It is In addition: not a product disclosure statement under the Australian if an investment adviser has any conviction for Corporations Act and does not purport to include the dishonesty or has been adjudged bankrupt, he or she information required of a product disclosure statement must tell you this in writing; and under the Australian Corporations Act. if an investment adviser receives any money or assets This Offer Document does not constitute an offer, invitation on your behalf, he or she must tell you in writing the or recommendation to Australian retail investors to methods employed for this purpose. subscribe for or purchase any security, and neither this Tell the adviser what the purpose of your investment Offer Document nor anything contained in it shall form is. This is important because different investments are the basis of any such contract or commitment. MGNZ suitable for different purposes. reserves the right to extend the Offer to certain wholesale clients and professional investors in Australia, subject Defi nitions to compliance with the Australian Corporations Act. No application has been, or will be, made for the quotation of Capitalised terms used in this Offer Document are defi ned the New Units on the ASX. in the Glossary in section 15. Any recipient of this Offer Document in Australia, by All times referenced are in New Zealand time. accepting receipt of this Offer Document, warrants and undertakes that the recipient: Currency A reference to $, cents or ¢ is to New Zealand currency is a wholesale client or professional investor for the unless denominated otherwise. purposes of the Australian Corporations Act, and consequently does not require a product disclosure Property Statistics statement under the Australian Corporations Act; and All fi gures and values relating to the property portfolio have will not acquire any New Units for the purpose of selling been calculated on the basis of net annual rental income or transferring them to a person within Australia within unless otherwise stated. 12 months after their issue.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 1 Contents

Chairman’s letter pg 4 01 Key Offer information and dates pg 6 02 Investment highlights pg 8 03 The Acquisition pg 16 04 The Offer pg 20 05 Fee restructure pg 26 06 Unitholder approval pg 28 07 Business description pg 30 08 Board of Directors and senior executives pg 42 09 Financial information pg 46 10 Independent valuations pg 100 11 Investment statement information pg 115 12 Statutory information pg 129 13 Trustee’s statement pg 143 14 Trust Deed summary pg 144 15 Glossary pg 152 16 Application Forms pg157 17 Corporate directory pg 161

2 A unique opportunity The Directors of MGNZ are pleased to recommend an opportunity for investors to participate in the growth of MGP, one of New Zealand’s leading listed industrial and business space providers. MGP has agreed to acquire certain interests in properties co-owned by MGP and MGQ together with certain properties owned solely by MGQ, for a purchase price of $304.3 million. The Offer will encompass an Institutional Placement and a pro-rata non renounceable Priority Entitlement Offer to raise $155 million. The proceeds of the Offer will be used to partly fund the Acquisition from MGQ, with the remainder being funded by a direct allotment of Units to MGQ and new debt. The Directors of MGNZ are recommending a change to the management fee from the current base fee on the book value of MGP’s assets to a reduced base fee and a performance fee structure to better align the interests of Unitholders and MGNZ. Beneﬁ ts to Unitholders are expected to include a projected increase in annual gross distribution, increased scale and ability to access capital markets, a higher market capitalisation, enhanced trading liquidity of Units, simpliﬁ ed ownership structure and a stronger alignment of the interests of Unitholders and MGNZ.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 3 Chairman’s letter

7 March 2005 Acquisition represents a unique opportunity for MGP to invest in high quality, well located industrial and business Dear Investor space properties in New Zealand.

Macquarie Goodman Property Trust Benefi ts to Unitholders The Directors of Macquarie Goodman (NZ) Limited The Directors believe that the Transaction provides a (“MGNZ”) are pleased to announce a proposal to expand number of benefi ts to Unitholders including: Macquarie Goodman Property Trust (“MGP”) and restructure its relationship with MGNZ. an attractive acquisition consistent with MGP's strategy of investing in high quality industrial and business space This proposal comprises three main elements: assets with a conservative allocation to development the acquisition by MGP of certain interests in properties activities; currently held by MGNZ’s parent, ASX-listed Macquarie a projected increase in the annual gross distribution Goodman Group (“MGQ”), for $304.3 million (“Acquisition”); from 9.45 cents to 9.86 cents per Unit for the fi nancial an offer conducted by MGNZ as the manager of MGP, year ending 31 March 2006; involving an Institutional Placement and a pro-rata a projected increase in pro forma net tangible assets non-renounceable Priority Entitlement Offer to raise from $1.02 to $1.05 per Unit; $155 million (“Offer”) to partly fund the Acquisition; and increased scale and ability to access capital a restructure of the management fees paid by MGP markets, with MGP expected to become the second to MGNZ, including a reduction in base fees and the largest listed property trust in New Zealand by free fl oat introduction of a performance fee to better align the market capitalisation; interests of MGNZ with Unitholders, higher market capitalisation and free fl oat, which is which collectively form the “Transaction”. expected to make MGP eligible to enter the NZSX50 This Offer Document relates to the Offer to raise market index, raise investor awareness of MGP and $155 million. The Offer is fully underwritten by Macquarie enhance trading liquidity in the Units; Equities New Zealand Limited. The proceeds of the a simplifi ed property ownership structure; Offer will be used to partly fund the Acquisition with the remainder being funded by a direct allotment of Units to the strong alignment of the interests of Unitholders and MGQ and new debt. MGNZ, through the introduction of a performance fee; and Background to the Acquisition the ability to provide additional opportunities and Since MGNZ became the manager of MGP in December solutions to MGP’s customers. 2003, it has established and consolidated its presence in the New Zealand industrial and business space property The Institutional Offer sector. MGNZ has implemented the unique and proven Institutions in New Zealand and Australia are entitled Customer Service Model, developed sound relationships to subscribe for New Units under the Institutional Offer. with key stakeholders in the property sector, and has Eligible Institutional Unitholders will be guaranteed their delivered on its promise to provide strong fi nancial returns Priority Entitlement of two New Units for every fi ve Existing to Unitholders. Units held on the Record Date. Institutions will be able MGNZ has actively repositioned MGP over the past to bid for New Units under the Institutional Placement in 12 months. In this period, MGP has sold two non-core addition to any New Units not taken up in the Institutional properties, acquired several Auckland properties and Entitlement Offer. The Application Price for New Units of commenced its development programme at Savill Link $1.09 per New Unit was set by way of a book-build. in Otahuhu, Auckland and Westney Industry Park in Mangere, Auckland which is situated close to Auckland International Airport. We believe that MGP is now in a prime position to expand its involvement in the New Zealand industrial and business space property sector. Furthermore, the

4 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 01

Retail Entitlement Offer The proposed fee structure is as follows: Eligible Retail Unitholders are entitled to subscribe for two reduction of the base fee from 0.70% per annum to New Units for every ﬁ ve Existing Units held at the Record 0.50% per annum on the book value of assets less than Date, at the Application Price of $1.09 per New Unit. $500 million, and 0.40% per annum on the book value Eligible Retail Unitholders may also apply for additional of assets greater than $500 million; and New Units over and above their Priority Entitlement. The availability of these additional New Units is subject a performance fee equal to 10% of MGP’s annual to demand, therefore, applications by Eligible Retail performance in excess of an index comprising NZX- Unitholders above their Priority Entitlement may be subject listed property groups. This fee will be calculated every to scaling and could be scaled back to zero. half year and a cap exists for any one period (other than where MGP’s management is terminated). Any excess If the Retail Entitlement Offer is not fully subscribed, performance over the cap, or performance under the the unsubscribed New Units will be available to Eligible index, will be carried forward to future periods. Retail Unitholders seeking a greater number of New Units than their Priority Entitlement, and to other New Zealand Cornerstone investor investors (other than Institutions invited to participate in the The Directors are pleased to advise that MGQ will continue Institutional Offer). to be a cornerstone investor in MGP. MGQ will receive Units in part consideration for the sale of its interests to Fee restructuring MGP pursuant to the Acquisition. MGQ will also take MGNZ is proposing a revised management fee structure up its full Priority Entitlement and is sub-underwriting to better align its interests with those of Unitholders. up to $15 million of the Retail Entitlement Offer. At the completion of the Acquisition and the Offer, MGQ is expected to hold between 29.8% and 33.5% of the Units.

Unitholder approval The Transaction is subject to Unitholder approval which will be sought at a special meeting of Unitholders on 23 March 2005.

Further information My fellow Directors and I recommend the Offer to you. We urge you to read this Offer Document in its entirety. If you have any queries, please contact our information line on 0800 359 999 (within New Zealand) or +64 9 488 8777 (outside New Zealand). You may also wish to consult your broker or ﬁ nancial or other professional adviser. We look forward to your support.

Yours faithfully

Hon. Jim McLay CHAIRMAN

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 5 Key Offer information and dates

This Offer Document relates to the Offer by MGNZ, as manager of MGP, which involves the issue of 142.3 million New Units to raise $155 million. Proceeds from the Offer will be used to partly fund the Acquisition.

The Offer comprises the Institutional Placement and the MGNZ will issue 142.3 million New Units through the Offer. Priority Entitlement Offer. The Priority Entitlement Offer The Application Price for the issue of New Units was set incorporates both the Institutional Entitlement Offer and through the book-build. The Underwriter has underwritten the Retail Entitlement Offer. the Offer. The Institutional Placement and the Institutional MGNZ reserves the right to withdraw the Offer without Entitlement Offer together form the Institutional Offer prior notice. to Eligible Institutional Unitholders and other Institutions. Allocations in connection with the Institutional Offer were 1.2 Key Offer statistics completed on 8 March 2005. The Retail Entitlement Offer will be made to Eligible Application Price per $1.09 New Unit Retail Unitholders. Priority Entitlement ratio Two New Units for every ﬁ ve Existing Units held 1.1 Outline of the Offer on the Record Date Number of New Units to be issued: Ê" , – Institutional Placement 75.5 million – Institutional Entitlement Offer 25.6 million – Retail Entitlement Offer 41.2 million ).34)454)/.!, 02)/2)49 /&&%2 %.4)4,%-%.4/&&%2 – Total 142.3 million Amount to be raised: – Institutional Placement $82.3 million ÃÌÌÕÌ>Ê ÃÌÌÕÌ>Ê ,iÌ>Ê ÌÌiiÌÊ *>ViiÌ ÌÌiiÌÊ"vviÀ "vviÀ – Institutional Entitlement Offer $27.9 million – Retail Entitlement Offer $45.0 million – Total $155.2 million The Application Price for New Units allocated under the Institutional Placement and Priority Entitlement Offer will be the same. All New Units will be allocated pursuant to the Offer Document and will rank equally in all respects with all other Units on issue, but will not participate in any distributions declared before 1 April 2005. Under the Priority Entitlement Offer Eligible Unitholders will receive a Priority Entitlement to acquire two New Units for every ﬁ ve Existing Units they hold on the Record Date (5:00pm on 9 March 2005) at the Application Price. Investors other than Eligible Retail Unitholders may also apply for New Units in the Retail Entitlement Offer, however, there is no certainty that public Applications will receive an allocation of New Units.

6 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 01

The Gate Industry Park, Penrose, Auckland Kodak Building, Parnell, Auckland

1.3 How to apply Retail Entitlement Offer

For instructions on how to apply, please refer to section 4.19. Announcement of the Transaction 7 March 2005 Record Date for determining Priority 5:00 pm, 1.4 Key dates Entitlement to New Units1 9 March 2005 Application Price announced 9 March 2005 Institutional Offer Opening date of Retail Entitlement Offer 16 March 2005 This timetable is relevant to participants in the Institutional Offer. All other investors and Eligible Retail Unitholders Meeting to approve the Transaction and 1:30 pm, other resolutions 23 March 2005 should refer to the key dates for the Retail Entitlement Offer set out opposite: Closing date of Retail Entitlement Offer 5:00 pm, (date for fi nal receipt of Entitlement and 12 April 2005 Acceptance Forms, Public Application Announcement of the Transaction 7 March 2005 Forms and Application Monies) Commencement of Institutional Offer 11:00 am, Retail Allotment Date (expected date of 19 April 2005 (via book-build) 7 March 2005 allotment of New Units under the Retail Book-build for Institutional Offer closes 4:00 pm, Entitlement Offer) 8 March 2005 Expected commencement of trading on 20 April 2005 Application Price announced, and Offer 9 March 2005 NZX of New Units allotted on the Retail Confi rmation Letters dispatched Allotment Date Record Date for determining Priority 5:00 pm, Distributions Entitlement to New Units1 9 March 2005 Record date for fi rst quarterly distribution 26 August 2005 Closing date for receipt by the Lead Manager 5:00 pm, on the New Units for the quarter ended of signed Confi rmation Advice 9 March 2005 30 June 2005 and Registration Details Subsequent distributions Paid quarterly in Meeting to approve the Transaction 1:30 pm, the third month and other resolutions 23 March 2005 that follows each quarter Institutional Settlement Date (closing date for 10:00 am, receipt by the Lead Manager 24 March 2005 1 Any transfers in Units which occur between the end of trading of Application Monies for settlement) on NZX on 4 March 2005 and the end of the Record Date will be Expected date of allotment of New Units for 24 March 2005 disregarded for the purposes of determining Priority Entitlements on which payment is received for settlement on the Record Date. NZX, at the request of MGNZ, granted a trading the Institutional Settlement Date halt on Units for 7, 8 and 9 March 2005.

Expected commencement of trading on 29 March 2005 These dates and the references to them throughout the NZX of New Units allotted on the Institutional Settlement Date Offer Document are subject to change and are indicative only. MGNZ, in consultation with the Lead Manager, reserves the right to amend the dates without prior notice.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 7 Investment highlights

MGP is an industrial property trust listed on NZX. Its portfolio consists of interests in 19 properties, with a specialist focus on industrial and business space properties, predominately located in Auckland. MGP’s portfolio has an occupancy rate of 99% and includes over 140 customers.

8 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 02

2.1 Attractive acquisition /«Ê£äÊVÕÃÌiÀÃÊ«ÃÌ/À>Ã>VÌ£® consistent with MGP’s investment strategy &LETCHER"UILDING MGP has the opportunity to acquire an interest in a portfolio of high quality industrial and business space ,INFOX,OGISTICS properties from MGQ. The price for the Acquisition is 4URNERS!UCTIONS $304.3 million, delivering a weighted average market capitalisation rate of 9.17% on completion. This price is 4OLL,OGISTICS in line with the independently appraised market values of 6ECTOR the properties. MGP is familiar with the portfolio it is acquiring, as the bulk 3#!(YGIENE of the Acquisition ($253 million) relates to the acquisition of (EWLETT 0ACKARD properties currently held on a 50% ownership basis by MGP. After the Acquisition, MGP will hold 100% of "AYLEYS2EAL%STATE those assets. )"- MGP portfolio metrics Pre-Acquisition Post-Acquisition %$3 Value (000’s) $266,788 $633,7781 Valuation cap rate (%) 9.28 9.20 0ERCENTAGEOF0ORTFOLIO2ENTAL Weighted average lease 4.3 4.3 expiry (years) 1 Excludes rental guarantee from MGQ. Occupancy (%) 99 99 Following the Acquisition, MGP will have a lease expiry 1 Projected value of portfolio as at 31 March 2006 (Transaction Case) proﬁ le with: a weighted average lease expiry of 4.3 years; and MGP’s asset type and top 10 customers after the greater than 34% of leases expiring beyond ﬁ ve years. Acquisition are outlined below:

*ÊÜi} Ìi`Ê>ÛiÀ>}iÊi>ÃiÊ ÃÃiÌÊ`ÛiÀÃvV>ÌÊ«ÃÌ/À>Ã>VÌ® iÝ«ÀÞÊ«ÀviÊ«ÃÌ/À>Ã>VÌ®

/THER "USINESS 0ARKS NCOME I

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/FFICE0ARKS )NDUSTRIAL %STATES 7AREHOUSE $ISTRIBUTION n n n n #ENTRES 9EARS The Acquisition is also consistent with MGP’s conservative approach to development activities. After the Acquisition, MGP will have 4% of total assets invested in greenﬁ eld development land, which is within MGP’s current policy of no more than 10% of its gross assets being held as greenﬁ eld development land.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 9 Investment highlights continued

Central Park Corporate Centre, Greenlane, Auckland Windsor Court, Parnell, Auckland Nestlé Building, Wiri, Manukau, Auckland

2.2 Projected increase in gross 'ROSSDISTRIBUTIONSPER5NIT annual distribution Following the Transaction, MGP is projected to deliver Unitholders a gross distribution of 9.86 cents per Unit for

T I N

the ﬁ nancial year ending 31 March 2006. 5 The following table sets out details of the projected CENTSPER distributions. The projections should be read in conjunction with the detailed ﬁ nancial information, $05 ROSS assumptions and risks set out in section 9. ' Projected year ending 'ROSS 'ROSS 'ROSS Projected distribution yield 31 March 2006 $05n $05n $05n "ASE#ASE 0OST4RANSACTION Earnings per Unit (pre-tax) 9.86¢ Cash distribution per Unit 8.11¢ Gross distribution per Unit for 2005 excludes the one-off additional imputation credits associated with the depreciation write back arising Imputation credits 1.75¢ on the disposal of MGP’s assets pursuant to the Co-ownership Gross distribution per Unit 9.86¢ agreement on 1 April 2004. Projected gross yield (including imputation credits) per New Unit: At the Application Price 9.0%

10 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 02

2.3 Quality portfolio MGP’s portfolio of quality industrial and business space properties is diversiﬁ ed by customer and weighted average lease expiry. MGNZ has strengthened MGP’s portfolio over the past year with customer retention and occupancy rates of 87% and 99% respectively. After the Acquisition, the portfolio will comprise the following interests: Valuation (as at Proportion of 31 December 2004) 1 portfolio value Completed Stabilised Properties ($M) (%) Fletcher Head Ofﬁ ce, Penrose, Auckland 72.0 12.7 Central Park Corporate Centre, Greenlane, Auckland 65.6 11.6 The Gate Industry Park, Penrose, Auckland (including Recall and Norman Ellison Carpets) 65.4 11.6 Millennium Centre, Greenlane, Auckland 47.6 8.4 Penrose Industrial Estate, Penrose, Auckland 35.0 6.2 HP House, Viaduct Harbour, Auckland 26.0 4.6 HSBC Centre, Albany, Auckland 22.2 3.9 IBM Centre, City Fringe, Auckland 21.8 3.9 Auckland Distribution Centre, Wiri, Manukau, Auckland 20.5 3.6 Vector House, Newmarket, Auckland2 18.3 3.2 BTI House, Newmarket, Auckland2 18.1 3.2 Panasonic House, Wellington 13.8 2.4 Kodak Building, Parnell, Auckland 9.3 1.6 Ricoh Building, Parnell, Auckland 9.0 1.6 Nestlé Building, Wiri, Manukau, Auckland 9.0 1.6 Windsor Court, Parnell, Auckland 7.6 1.3 EDS Building, Mount Wellington, Auckland 5.8 1.0 Total4 466.9 82.7

Assessed value on Proportion completion of of portfolio Commenced Development Properties development3 ($M) value (%) Westney Industry Park, Stage 1, Mangere, Auckland 29.2 5.2 Central Park Corporate Centre, Building 8, Greenlane, Auckland 19.7 3.5 Savill Link, Stage 1, Otahuhu, Auckland 15.5 2.7 The Gate Industry Park, Units, Penrose, Auckland 13.0 2.3 Central Park Corporate Centre, Car Park, Greenlane, Auckland 9.3 1.6 Savill Link, Stage 2, Otahuhu, Auckland 8.4 1.5 The Gate Industry Park, Building C3, Penrose, Auckland 3.0 0.5 Total4 97.9 17.3 Total Completed Stabilised Properties and Commenced Development Properties4 564.8 100.0

1 Refer to the valuation reports in section 10. 2 These are revised valuations as at 18 February 2005 due to significant changes to contract rentals and lease terms for these properties. Refer to the valuation of DTZ New Zealand set out in section 10. 3 These sites are currently under development and MGP will, if the Acquisition proceeds, bear the costs of completing the development. The value given in this table is the valuation set out in section 10 for a site, and that valuation is for the site completed in accordance with current development plans. Refer to section 3 for further information regarding the Commenced Development Properties. 4 Differences due to rounding. MGP will have a 100% interest in the above properties on successful completion of the Acquisition. Further details are set out in section 3.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 11 Investment highlights continued

Valuation (as at 16 February 2005) 1 MGP’s interest MGQ’s interest Development Land ($M) (%) (%) Central Park Corporate Centre, Greenlane, Auckland 8.5 50 50 The Gate Industry Park, Penrose, Auckland 4.1 50 50 Savill Link, Otahuhu, Auckland2 35.5 50 50 Westney Industry Park, Mangere, Auckland3 n/a 50 50 Total Development Land4 48.2 50 50 1 Refer to the valuation reports in section 10. 2 This is the estimated book value as at 31 March 2005 for the balance of the Development Land as determined by the Directors. It includes infrastructure expenditure and capitalised holding costs. 3 No value is attributed to the land as the interest held by MGP and MGQ is by way of an option agreement on leasehold land. 4 Differences due to rounding. . 2.4 Projected increase in net tangible assets per Unit Following the Transaction, MGP is projected to have pro forma net tangible assets of $1.05 per Unit. This represents an increase of 3 cents per Unit, or 3% over the net tangible assets per Unit before the Transaction. .ETTANGIBLEASSETS

.4!PER5NIT

.4! .4! PRE 4RANSACTION 0ROFORMA POST 4RANSACTION

2.5 Scale and liquidity Following the Acquisition and the Offer, MGNZ expects MGP to be the largest industrial property trust and the second largest property trust by free ﬂ oat market capitalisation listed on NZX. MGP will be able to pursue larger investment opportunities and expects to gain superior access to capital markets as a result of its increased scale.

<Ê«À«iÀÌÞÊ>ÀiÌÊV>«Ì>Ã>Ì£

-ARKET#APITALISATION- +IWI)NCOME -'0POST !-0.: ).' #APITAL 4RANS 0ROPERTYFOR -'0 52"53 #ALAN .ATIONAL 0ROPERTY 4RANSACTION /FFICE4RUST 0ROPERTY 0ROPERTIES 4ASMAN )NDUSTRY,TD PRE 0ROPERTIES (EALTHCARE 0ROPERTY 4RUST 4RUST .:,TD 0ROPERTIES 4RANSACTION ,TD 0ROPERTIES 4RUST ,TD 4RUST

1 At 25 February 2005, except for MGP post-Transaction, which is market capitalisation at 25 February 2005 plus $235 million.

12 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 02

Windsor Court, Parnell, Auckland Fletcher Head Ofﬁ ce, Penrose, Auckland

It is expected that the Offer will increase MGP’s free fl oat 2.7 Experienced and make MGP eligible to enter the NZSX50 market index. The increased free fl oat and index weighting is expected management team to raise investor awareness of MGP and enhance trading MGNZ became the manager of MGP in December 2003 liquidity in the Units. The estimated impact of the Transaction after the management vehicle was acquired by MGQ. on MGP’s index rating and position is outlined below. MGNZ is a wholly owned subsidiary of MGQ. MGQ has advised MGNZ that it is one of the largest listed industrial Index weighting Index position property groups globally. MGQ has also advised that, with Pre Post Pre Post a market capitalisation of approximately $5.3 billion and NZSX LPT Property Index1 7.3% 12.7% 7 2 funds under management of approximately $6.4 billion, NZSX 50 n/a 0.62% n/a 29 MGQ is the largest industrial and business space provider listed on ASX. 1As at March 2005 Source: Bloomberg MGNZ’s management team comprises 30 property professionals based locally in New Zealand. MGNZ 2.6 Simplified property oversees all aspects of the management of MGP including ownership structure portfolio management, acquisitions, divestments, leasing, development management, capital management, investor The Transaction simplifi es MGP’s property ownership relations, branding and communications. structure. After the Acquisition, MGP will hold 100% of the Completed Stabilised Properties referred to in section The team has extensive experience in New Zealand and 3.1.1 and 100% of the Commenced Development overseas property markets and brings a wealth of local Properties referred to in section 3.1.2. It will also hold 50% knowledge and expertise to the management of MGP’s of the Development Land referred to in section 3.1.3. portfolio. The team is backed by the management and resources of MGQ.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 13 Investment highlights continued

Central Park Corporate Centre, Greenlane, Auckland

2.8 Strong alignment with – Linfox Logistics which committed to a design–built 39,000 square metre warehouse/distribution centre at the manager Westney Industry Park in Mangere, Auckland. As part of the Transaction, MGNZ is proposing a the acquisition of several strategic properties jointly with restructure of the management fee, which would reduce MGQ including: the base component of the fee payable and provide a performance component, that is linked to Unitholder’s – Savill Link in Otahuhu, Auckland for $34.4 million returns. The restructure should better align the interests of (MGP’s share was $17.2 million); MGNZ and Unitholders as the fee payable to MGNZ will – Fletcher Head Offi ce in Penrose, Auckland for be proportional to the returns received by Unitholders. $72 million (MGP’s share was $36 million); Under the proposed fee structure, no performance fee will be payable unless MGP delivers total returns to – HSBC Centre in Albany, Auckland for $21.9 million Unitholders in excess of the rolling fi ve-year average return (MGP’s share was $10.95 million); of MGP’s NZX listed property peers. In addition, MGQ will – HP House in Viaduct Harbour, Auckland for hold a signifi cant cornerstone unitholding between 29.8% $25.8 million (MGP’s share was $12.9 million); and to 33.5% of MGP following the Acquisition and the Offer. – The Gate Industry Park in Penrose, Auckland (facilities occupied by Recall and Norman Ellison Carpets) 2.9 Track record of performance (MGP’s share was $6.9 million). MGP has recorded a number of achievements since the the lengthening of MGP’s weighted average lease expiry appointment of MGNZ as its manager, including: profi le from 3.8 years as at 1 April 2004 to a projected the announcement of several major leasing transactions 4.3 years as at 31 March 2005; including: maintained MGP’s overall occupancy rate at 99%; – two precommitments at Savill Link in Otahuhu, the disposal of non-core properties including South City Auckland to Toll Logistics and Nylex for new 16,200 Shopping Centre in Christchurch and Unisys House in and 9,800 square metre warehouse/distribution Wellington for $40 million and $44 million respectively; facilities respectively; and – Yates New Zealand which expanded its design- the implementation of the unique and proven Customer built facility and lease at The Gate Industry Park in Service Model. Penrose, Auckland for a further fi ve years; – Travelplan Holidays which occupies 2,334 square metres on a new 6 year lease at the Kodak and Ricoh Buildings in Parnell, Auckland; and

14 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 02

Penrose Industrial Estate, Penrose, Auckland

2.10 Future opportunities With the likely future exhaustion of this land we anticipate a change in the style of development that predominates in MGP expects to have access to a signifi cant pool of the Auckland region, with older suburbs such as Penrose investment opportunities through its relationship with and Otahuhu seeing the redevelopment of existing sites. MGQ. The development properties included in the Of the remaining greenfi eld land available, we anticipate Acquisition form a substantial pipeline in which MGP will that large holdings with good motorway access will attract share as a co-owner with MGQ. In addition, MGP has a a substantial premium as additional supply diminishes. right to acquire the co-owned properties should MGQ wish to sell its interest. This right is explained in further One soft spot in the industrial market evident over the detail in section 12.13. To meet the requirements of its past fi ve years has been rental growth. Both prime and customers, MGP will also continue to acquire secondary rents have shown little to no real growth, New Zealand properties that fi t within its strategy. once adjusted for infl ation. However, given recent land value growth and a fl attening out of the yield curve, we 2.11 Jones Lang LaSalle now anticipate that rents will continue to move in a more has provided the following positive fashion. market overview: With a singular story of continued tenant demand and a diminishing supply of land, it is our belief that rents for both prime and secondary industrial stock will increase in the order of 20% to 25% in the fi ve years to December 2009. Much of this increase is anticipated to come in the “The industrial property market has performed above long- next two years with demand dropping off in accordance term expectations over recent years. with a softening in domestic demand over the years 2007 to 2008.” Tenant demand in Auckland has been exceptional with over 1.5 million square metres of tenant absorption since Jones Lang LaSalle June 1999. This substantial pick up in total occupied FEBRUARY 2005 space has had a continued downward pressure on vacancy within industrial stock. Jones Lang LaSalle is a real estate services company. Jones Lang LaSalle has given and has not, before the date of this Offer Vacancy is now considered to be below the sustainable Document, withdrawn its written consent to the distribution of the minimum levels, giving further credence to the argument Offer Document with the above statement included in the form and that there is a solid foundation for continued tenant led context in which it is included. Jones Lang LaSalle is not, and is not industrial development in the Auckland region. intended to be, a director, officer or employee of MGNZ, but may provide professional advice to MGNZ from time to time. The address This is especially the case in the south Auckland region of Jones Lang LaSalle is Level 16, PricewaterhouseCoopers Tower, where the majority of the remaining greenfi eld land exists. 188 Quay Street, PO Box 165, Auckland.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 15 The Acquisition

3.1 Overview On 7 March 2005, MGP and MGQ announced a conditional agreement for the acquisition of MGQ’s interest in part or all of certain properties. Details of the Acquisition Agreement are set out in section 12.13. MGP is acquiring the interests in the properties for a total consideration of $304.3 million. The price reﬂ ects a weighted average market capitalisation rate of 9.17%. The following table outlines the status of groups of property comprising the Acquisition:

Initial Deferred Total Interest post acquisition acquisition acquisition Acquisition Summary of Acquisition ($M) ($M) ($M) (%) Completed Stabilised Properties 226.5 - 226.5 100 Commenced Development Properties 49.1 22.4 71.5 100 Development Land 6.3 - 6.3 50 Total 281.9 22.4 304.3 -

3.1.1 Completed Stabilised Properties MGP will acquire the Completed Stabilised Properties currently held under the Co-ownership Agreement with MGQ. These properties will be acquired at a value conﬁ rmed by recent independent valuations being $226.5 million with a weighted average market capitalisation rate of 9.26%. Further details relating to the property valuations are set out in section 10. Acquisition details are outlined below:

Valuation Interest Acquisition capitalisation rate Weighted average Occupancy Completed Stabilised Properties acquired (%) price ($M) (%) lease expiry (years) (%) Fletcher Head Ofﬁ ce, Penrose, Auckland 50 36.0 9.00 4.0 100 Central Park Corporate Centre, Greenlane, Auckland 50 32.8 9.50 – 9.75 3.0 97 The Gate Industry Park, Penrose, Auckland (including Recall and Norman Ellison Carpets) 50 32.7 8.75 6.4 100 Millennium Centre, Greenlane, Auckland 50 23.8 9.25 – 9.50 3.8 100 Penrose Industrial Estate, Penrose, Auckland 50 17.5 9.25 – 9.50 6.1 100 HP House, Viaduct Harbour, Auckland 50 13.0 8.75 2.9 100 HSBC Centre, Albany, Auckland 50 11.1 9.00 5.2 100 IBM Centre, City Fringe, Auckland 50 10.9 8.75 – 9.00 3.0 91 Auckland Distribution Centre, Wiri, Manukau, Auckland 50 10.3 12.00 – 12.25 0.9 100 Vector House, Newmarket, Auckland 50 9.2 8.50 5.9 100 BTI House, Newmarket, Auckland 50 9.0 8.50 – 8.75 3.3 100 Kodak Building, Parnell, Auckland 50 4.7 9.50 4.5 93 Ricoh Building, Parnell, Auckland 50 4.5 9.50 3.9 100 Nestlé Building, Wiri, Manukau, Auckland 50 4.5 10.00 – 10.25 2.1 100 Windsor Court, Parnell, Auckland 50 3.8 8.75 2.5 97 EDS Building, Mount Wellington, Auckland 50 2.9 9.75 – 10.00 2.7 100 Total1 226.5 9.26 4.1 99

1 Differences due to rounding.

16 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 03

3.1.2 Commenced Development Properties MGP is also acquiring an interest in the Commenced Development Properties which are expected to be completed by December 2005. Following this acquisition, MGP will hold a 100% interest in the Commenced Development Properties. The total acquisition price for these properties is $71.5 million, refl ecting a weighted average market capitalisation rate of 8.88% on completion of all projects. The acquisition of the Commenced Development Properties has been structured as follows: MGP will hold a 100% interest in the Commenced Development Properties from 1 April 2005; MGP will pay MGQ an amount equal to MGQ’s accumulated land and development cost at that date, estimated to be $49.1 million; MGP will then fund the remaining capital expenditure projected to be incurred on the Commenced Development Properties until practical completion; on practical completion, MGP will either receive from or pay to MGQ a balancing payment such that the total amount paid by MGP is equal to the valuation of the property today as if completed (subject to valuation amendments where fi nal completed specifi cations do not match planned specifi cations). The additional amounts expected to be paid by MGP to complete the developments, and any balancing payment to be paid to MGQ, are included in the acquisition price; MGQ will provide a return on the capital committed by MGP at a daily rate equal to 2% above the 90 day bank bill rate shown on Reuters page BKBM on the fi rst of the month in which the day falls, from 1 April 2005 until practical completion; and where the developments being undertaken are not fully committed, MGQ will provide a rental guarantee at market rates over the uncommitted portion of the Commenced Development Properties from practical completion for up to two years. This structure ensures MGP is not exposed to additional development risk on the Commenced Development Properties. In line with MGP’s policy, a substantial portion (67%) of the Commenced Development Properties has been precommitted. The balance (33%) is subject to a rental guarantee from MGQ for up to two years from practical completion of each development. The acquisition details are outlined below:

Interest Valuation Rental Rental acquired Acquisition capitalisation guarantee guarantee Commenced Development Properties (%) price ($M) rate (%) (%) term (months) Central Park Corporate Centre, Building 8, Greenlane, Auckland 100 19.7 8.75 39 24 Westney Road Industry Park, Stage 1, Mangere, Auckland 50 14.6 9.25 - n/a The Gate Industry Park, Units, Penrose, Auckland 100 13.0 8.50 to 8.75 100 24 Central Park Corporate Centre, Car Park, Greenlane, Auckland 100 9.3 9.25 88 12 Savill Link, Stage 1, Otahuhu, Auckland 50 7.7 8.75 to 9.00 - n/a Savill Link, Stage 2, Otahuhu, Auckland 50 4.2 8.25 - n/a The Gate Industry Park, Building C3, Penrose, Auckland 100 3.0 8.75 to 9.00 100 24 Total 71.5 8.88

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 17 The Acquisition continued

3.1.3 Development Land 3.2 Acquisition price MGP and MGQ currently have two co-owned On 7 March 2005, MGP and MGQ announced a Development Land investments being Savill Link in conditional agreement to acquire all or part of MGQ’s Otahuhu, Auckland and Westney Industry Park in interest in certain properties for a total consideration of Mangere, Auckland. As part of the Acquisition, MGP $304.3 million. is also acquiring 50% of the Development Land at The consideration to be paid by MGP to MGQ will be paid Central Park Corporate Centre in Greenlane, Auckland $224.3 million in cash, and $80 million in Units. and The Gate Industry Park in Penrose, Auckland. This development land is currently solely owned by MGQ. The Units to be issued to MGQ will be issued at a price per Unit equal to $1.09. Following the Acquisition, MGP and MGQ will jointly progress the Development Land in line with MGP’s The Units will rank equally with all other Units, but will not investment policy and strategy. MGP is acquiring the participate in any distributions declared prior to settlement interest in the Development Land on 1 April 2005 at a of the Acquistion on 1 April 2005. Of the cash component, purchase price conﬁ rmed by independent valuations. $22.4 million will be paid after settlement of the Acquisition by way of costs incurred in completing developments and any balancing payments due to MGQ, as described in

Interest Acquisition section 3.1.2. Development Land acquired (%) price ($M) As a consequence of this issue of Units, MGQ will hold Central Park Corporate Centre, approximately 30% of all Units following the Offer. This Greenlane, Auckland 50 4.3 is important because of the 75% voting threshold set The Gate Industry Park, by section 18 of the Unit Trusts Act 1960. Extraordinary Penrose, Auckland 50 2.1 resolutions of Unitholders, or resolutions of Unitholders Total1 50 6.3 giving directions to the Trustee, could be defeated by MGQ casting its votes against the resolution. 1 Differences due to rounding. If MGQ was required to subscribe for the full amount of the 3.1.4 Subsequent Transactions sub-underwrite described in section 4.7, the aggregate holding of Units of MGQ would be approximately 34% of Included as part of the acquisition of the Development all Units. Land are certain pre-emptive rights that arise for both MGP and MGQ. These rights are proposed to ensure that the value of each party’s interest in the Development Land is maintained. The rights are triggered in situations where either MGP or MGQ is deemed to have defaulted under the Co-ownership Agreement, or in situations where there is a change in control of MGQ, or an involuntary removal of MGNZ as manager of MGP, or the parties fail to agree on certain key issues, or if either party wishes to sell its interest in the Development Land. Further information regarding the pre-emptive rights is outlined in section 12.13.

18 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 03

Millennium Centre, Greenlane, Auckland HSBC Centre, Albany, Auckland

3.3 Ownership structure 3.5 Acquisition funding Following the Acquisition the ownership structure of the MGP intends to use the proceeds of the Offer to partly New Zealand properties will be as follows: fund the Acquisition. The balance of the Acquisition funding will be provided by a direct allotment of Units to MGQ and new debt. -'0 -'1 The sources and uses of funds raised by MGP for the Acquisition are set out below: Sources of funds $M Institutional placement 82.3 Institutional entitlement offer 27.9 Retail entitlement offer 45.0 Allotment of Units to MGQ1 80.0 1 Book value on completion of the transaction. 2 Including assets to be completed within nine months. Debt funding 74.9 3 MGP’s share of the Development Land. Total 310.1 3.4 Potential acquisitions Uses of funds $M In addition to the Acquisition, MGP is currently Completed Stabilised Properties 226.5 investigating a number of potential investment Commenced Development Properties 71.5 opportunities. It has substantially progressed negotiations and due diligence in respect of one particular property Development Land 6.3 for a purchase price of approximately $45 million, the Transaction costs 5.8 acquisition of which is anticipated to occur in mid Total 310.1 June 2005. 1 Direct allotment of Units to MGQ in part consideration for the Acquisition at a price per Unit equal to $1.09. This allotment does not form part of the Offer.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 19 The Offer

This Offer Document relates to an Offer by MGNZ, as the manager of MGP, which involves the issue of New Units to raise $155 million. Proceeds from the Offer will be used to partly fund the Acquisition.

4.1 Offer overview New Units offered under the Institutional Placement and any New Units not applied for under the Institutional MGNZ, as manager of MGP, will issue 142.3 million New Entitlement Offer formed a pool from which New Units Units through the Offer. The Application Price for the were allocated to Eligible Institutional Unitholders applying issue of New Units was set through the book-build. The for more than their Priority Entitlement, and other Institutions. Underwriter has underwritten the Offer. Eligible Institutional Unitholders who made valid bids at a price at or above the Application Price (including if 4.2 Institutional Offer the bid was at a range of prices, and the higher end of The Institutional Offer incorporates the Institutional that range is at or above the Application Price) had their Placement to raise $82 million and the Institutional bids accepted for a number of New Units equal to the Entitlement Offer to raise $28 million. lesser of the number bid for, or its Priority Entitlement. However, there was no certainty that Eligible Institutional Participation in the Institutional Offer was limited to Eligible Unitholders would receive allocations in excess of their Institutional Unitholders, and other Institutions. The Lead Priority Entitlement, as this was at MGNZ’s discretion. Bids Manager invited Eligible Institutional Unitholders and by other Institutions may have been accepted or rejected selected Institutions to bid for New Units available under in whole or in part by MGNZ, in consultation with the Lead the Institutional Offer. Manager, in its absolute discretion and without further The Institutional Offer was conducted using a book-build notice to the bidder. process administered by the Lead Manager. Detailed Acceptance of a bid gave rise to a legally binding contract. instructions for the book-build, including bidding rules and All successful bidders in the Institutional Offer will pay the arrangements for settlement of allocations, were provided Application Price per New Unit. to Eligible Institutional Unitholders and selected Institutions prior to the opening of the book-build. Conﬁ rmation of allocations were sent to successful bidders on 9 March 2005. Participants could only submit bids into the book through the Lead Manager. Participants could bid for New Units at New Units allocated in the Institutional Offer will be allotted, a speciﬁ c price, at a range of prices, or at the Application and must be paid for, on the Institutional Settlement Date, Price. Participants could bid above or within the indicative subject to Unitholder approval as described in section 6. price range, which was $1.06 to $1.10 per New Unit. The The indicative Institutional Settlement Date is 24 March 2005. indicative price range could have been varied at any time Allocations of New Units under the Institutional Offer (being by the Lead Manager. the Institutional Placement and Institutional Entitlement The book-build process opened at 11:00 am on 7 March Offer) have been completed and will raise approximately 2005 and closed at 4:00 pm on 8 March 2005. Bids could $110 million. have been amended or withdrawn at any time up to 4pm on 8 March 2005. Any bid not withdrawn by that time was an irrevocable offer by the bidder to subscribe for the number of New Units bid for (or such lesser number as may be allocated) if the bid was for a price at or above the Application Price (including if the bid was at a range of prices, and the higher end of that range is at or above the Application Price), on the terms and conditions set out in this Offer Document.

20 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 04

BTI House, Newmarket, Auckland The Gate Industry Park, Penrose, Auckland

4.3 Retail Entitlement Offer 4.4 Priority Entitlements The Retail Entitlement Offer is available to Eligible The Priority Entitlement of each Eligible Institutional Retail Unitholders. Eligible Institutional Unitholders and Unitholder and Eligible Retail Unitholder is two New Units other Institutions invited to participate in the Institutional for every ﬁ ve Existing Units held on the Record Date. Offer will not be permitted to participate in the Retail The Priority Entitlement of each Eligible Retail Unitholder Entitlement Offer. is printed on the blue personalised Entitlement and Under the Retail Entitlement Offer, Eligible Retail Acceptance Form distributed to Eligible Retail Unitholders Unitholders will receive an offer for up to the Priority with this Offer Document. In calculating Priority Entitlements, Entitlement as shown on the blue personalised Entitlement fractional Priority Entitlements have been rounded down and Acceptance Form accompanying this Offer to the nearest whole New Unit. Entitlements are not Document. Eligible Retail Unitholders may also apply scaled up to a minimum holding. The Priority Entitlements for New Units in excess of their Priority Entitlements in are non-renounceable which means they cannot be multiples of 100 New Units using the blue personalised transferred or sold. Entitlement and Acceptance Form. There is no certainty Holders of Units entered on MGP’s register after 5:00 pm that any Eligible Retail Unitholder will receive an allocation on the Record Date will not receive a Priority Entitlement. of New Units in excess of their Priority Entitlement. You are not obliged to apply for any New Units. Investors should be aware that NZX has granted, at MGP’s request, a three business day halt to trading in the Units. If Eligible Retail Unitholders do not apply for their Priority This trading halt occurred on 7, 8 and 9 March 2005. Entitlements, the unsubscribed New Units will be made Any transfers in Units which occur between the end of available to other Eligible Retail Unitholders applying for trading on the NZX on 4 March 2005 and the end of New Units in excess of their Priority Entitlement and other the Record Date will be disregarded for the purposes of New Zealand investors (other than Institutions invited to determining Priority Entitlements on the Record Date. participate in the Institutional Offer). The handling of such trades in Units in this manner was New Units applied for by Eligible Retail Unitholders necessary to ensure that, for the purpose of determining who make valid Applications on the blue personalised the Eligible Unitholders entitled to receive a Priority Entitlement and Acceptance Form to acquire Units up to Entitlement, all trades in the Units on the NZX are settled their Priority Entitlement which are received before 5:00 prior to the Record Date. pm on 12 April 2005 will be allotted on or before the Retail Settlement Date. There is no guarantee that any Eligible Retail Unitholder will be issued any New Units in excess of their Priority Entitlement, as this is at MGNZ’s discretion. Investors (other than Institutions invited to participate in the Institutional Offer and Eligible Retail Unitholders) may apply for New Units by completing the green Public Application Form accompanying this Offer Document. Applications made by those investors must be made for a minimum of 1,500 New Units and thereafter in multiples of 100 New Units. However, there is no certainty that public Applications will receive an allocation of New Units.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 21 The Offer continued

4.5 Pricing 4.6 Non-renounceable Following the registration of this Offer Document, the Lead The Priority Entitlement Offer is non-renounceable which Manager initiated a book-build process inviting Eligible means Eligible Unitholders cannot transfer or sell all or any Institutional Unitholders and other Institutions to indicate part of their Priority Entitlement to New Units. the number of New Units for which they wish to apply at a range of prices. Bids made by those investors were 4.7 Underwriting accepted at the Application Price and those participants in the Institutional Offer are bound to subscribe for the New The Offer is fully underwritten by the Underwriter on the Units for which bids were accepted. terms set out in the Underwriting Agreement. New Units not subscribed for under the Offer will be taken up by the In setting the Application Price, consideration was given Underwriter or any sub-underwriters. A description of the to, amongst other things, the following: Underwriting Agreement is set out in section 12. the level of demand in the institutional book-build The Retail Entitlement Offer is partially sub-underwritten process for the New Units at various prices; by MGQ, which has undertaken to subscribe for up to the likely success of the Retail Entitlement Offer; $15 million of any shortfall in the Retail Entitlement Offer. MGQ will pay the Application Price for any Units acquired the prices at which Units trade on the NZX prior to the in connection with the sub-underwriting agreement. announcement of the Transaction to the market; the stability of the market for Units (including the New 4.8 Application monies Units) after completion of the Offer; and interest the anticipated composition of MGP’s register after completion of the Acquisition and the Offer; Application Monies received will, until those New Units are issued, be held by the Trustee in a trust account the anticipated distribution yield of New Units; and until those corresponding New Units are allotted or the any other factor deemed relevant by MGNZ. Application Monies are refunded. The Application Price was not necessarily the highest price If you are allotted less than the number of New Units at which bids were received under the institutional book- you applied for, you will receive a refund cheque for the build process. relevant amount of Application Monies (without interest) not applied towards the issue of New Units, as soon as An indicative price range of $1.06 to $1.10 per New Unit practicable, and in any event within ﬁ ve business days of was set to assist participants bidding in the book-build the closing date of the Offer. process. The Application Price was expected to be set within this indicative price range. However, MGNZ and the MGNZ reserves the right to cancel the Offer at any time, in Lead Manager reserved the right to set the Application which case all Application Monies will be refunded (without Price outside this indicative range. The Offer is fully interest) as soon as practicable. underwritten by the Underwriter. To the fullest extent permitted by law, each applicant After the Application Price was set, it was announced to agrees that such Application Monies shall not bear or earn NZX and published in principal daily newspapers, and it interest for the applicant, irrespective of whether or not all can be obtained by contacting the Unit Registrar whose or any of the New Units applied for by the applicant are contact details are set out in the Corporate Directory. issued to the applicant. All Eligible Unitholders participating in the Offer and all other successful applicants for New Units will pay the same price for the New Units, being the Application Price. The number of New Units to be offered is 142.3 million.

22 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 04

4.9 Allocation policy Applicants selling New Units prior to receiving a FASTER statement do so at their own risk. None of MGNZ, the All Eligible Unitholders are permitted to subscribe for New Lead Manager, the Underwriter, the Co-managers nor Units up to their Priority Entitlement. any of their respective directors, ofﬁ cers, employees or Eligible Unitholders may apply for New Units in excess of advisers, accepts any liability or responsibility should any their Priority Entitlement in multiples of 100 New Units. person attempt to sell or otherwise deal with New Units Applications from Eligible Unitholders that exceed their before the FASTER statement showing the number of New Priority Entitlement may be scaled back in whole or in Units allotted to the applicant is received by the applicant part at the discretion of MGNZ and the Lead Manager. for those New Units. There is no certainty that Eligible Unitholders will receive allocations in excess of their Priority Entitlement. Scaling of 4.12 NZX Applications that exceed a Unitholder’s Priority Entitlement The New Units have been accepted for listing by NZX and may not be performed on a pro rata basis. will be quoted upon completion of allotment procedures. Applications received from investors who are not Eligible However, NZX accepts no responsibility for any statement Unitholders may be scaled back in whole or in part at the in this Offer Document. discretion of MGNZ and the Lead Manager. There is no certainty that investors who are not Eligible Unitholders will receive an allocation of New Units. Scaling of Applications 4.13 Income entitlement from investors who are not Eligible Unitholders may not be of New Units performed on a pro rata basis. New Units will rank equally with Existing Units, but will Factors that may be taken into account in the acceptance not participate in any distributions declared before 1 April of Applications include the date upon which the Application 2005. The ﬁ rst distribution payment date for the New Units is received and the size of the Application. for the quarter ending 30 June 2005 is expected to be 9 September 2005. The Underwriter will subscribe, or procure subscriptions for, any New Units that are not subscribed for under the Institutional Offer and any New Units that are not 4.14 Voting rights of the subscribed for under the Retail Entitlement Offer. New Units There is no facility for accepting oversubscriptions. Each Unit confers the right to vote at meetings, subject to any voting restrictions imposed on Unitholders under 4.10 Allotment under the Listing Rules. On a show of hands, every Unitholder present in person or by proxy has one vote. On a poll, Institutional Offer every Unitholder who is present in person or by proxy has New Units allocated to participants in the Institutional Offer one vote for each Unit they hold. will be allotted on the Institutional Settlement Date, subject The Transaction is subject to Unitholder approval which to the timely receipt by the Lead Manager of the requisite will be sought at the Meeting. The New Units will not be documentation and the corresponding Application Monies. allotted prior to the Meeting. Therefore, the New Units will not confer any voting rights at the Meeting. 4.11 Allotment under Retail Entitlement Offer 4.15 Overseas investors FASTER statements for New Units allotted under the Retail This Offer Document is being sent to Eligible Institutional Entitlement Offer will be issued and mailed as soon as Unitholders, other Institutions, Eligible Retail Unitholders practicable after the Retail Entitlement Offer closes, but no and other New Zealand investors. Any Unitholder with later than 19 April 2005. a registered address outside New Zealand, other than an Institution, will not be eligible to receive a Priority Applicants under the Retail Entitlement Offer should Entitlement under the Priority Entitlement Offer. That ascertain their allocation before trading in the New Units. Priority Entitlement will form part of the shortfall under Applicants can do so by contacting the Unit Registrar, the Priority Entitlement Offer and will be dealt with in whose contact details are set out in the Corporate Directory. accordance with the allocation policy described above.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 23 The Offer continued

4.16 Brokerage and handling fee 4.18 Unitholder enquiries No brokerage is payable by MGP in respect of New Units This document is important and requires your allotted under the Offer. The Underwriter will pay, from immediate attention. It should be read in its entirety. its own funds, NZX Firms the following handling fees in If you are in doubt as to the course you should follow, respect of New Units allotted to valid Entitlement and you should consult your broker or fi nancial or other Application Forms and Public Application Forms bearing professional adviser. their stamp: Questions relating to the Offer or your individual holding (a) 0.5% of the Application Price in respect of New in MGP can be directed to the information line on Units up to and in excess of the Priority Entitlement 0800 359 999 (within New Zealand) or +64 9 488 8777 of Eligible Unitholders allotted to valid Entitlement (outside New Zealand). Your broker or fi nancial or other and Acceptance Forms (subject to a cap of $300 in professional adviser may also be able to answer questions respect of each form or aggregate of forms if a single in connection with the Offer. investor submits more than one Entitlement and Acceptance Form); 4.19 How to apply for the (b) 1.5% of the Application Price in respect of New Units Retail Entitlement Offer allotted to valid Public Application Forms under co- manager allocations; and (a) Acceptance and payment by Eligible Retail Unitholders (c) 1% of the Application Price in respect of New Units allotted to all other valid Public Application Forms. Applications for New Units by Eligible Retail Unitholders must be made on the blue, loose-leaf If you sell your New Units you may be liable for normal Entitlement and Acceptance Form accompanying this brokerage fees. Offer Document. The Entitlement and Acceptance No brokerage on the allotment of New Units is payable Form is personalised to you and includes details of on Application. your Priority Entitlement, ie. the number of New Units that you are entitled to under the Priority Entitlement Offer. Your Priority Entitlement is non-renounceable, 4.17 No guarantee which means it cannot be transferred or sold. None of MGNZ, the Directors, the Lead Manager, Listed below are the steps you need to take, should Underwriter, Co-managers, the Trustee, or any other you wish to accept part, or all of, or apply for more person guarantees the New Units or promises any amount than, your Priority Entitlement under the Retail of return on the New Units quantifi able as at the date of Entitlement Offer: this Offer Document, or that any distribution will be paid on the New Units, or that the Application Price per New Unit Complete and sign the blue Entitlement and will be recovered by investors. Acceptance Form in accordance with the instructions set out on the reverse of the form. Photocopies will In addition, the Underwriter and Lead Manager does not not be accepted. If you wish to apply for a greater or make, or purport to make, any statement that is included lesser number than your Priority Entitlement, you must in this Offer Document, and there is no statement that is indicate on the form the number of New Units you included in this Offer Document which is based on any wish to apply for. If you apply for New Units in excess statement by the Underwriter and Lead Manager. of your Priority Entitlement, your Application for In giving its consent to the inclusion of its name in this additional Units may be subject to scaling and could Offer Document, the Underwriter and Lead Manager does be scaled back to zero. not cause, or authorise the issue of, this Offer Document. To the maximum extent permitted by law, the Underwriter Attach your cheque or bank draft in New Zealand and Lead Manager expressly disclaims, and takes no currency drawn on and payable at a registered New responsibility for, any part of this Offer Document other Zealand bank for the amount of the Application than the reference to its name. Monies, payable to “Perpetual Trust Limited – Macquarie Goodman Offer Account” and crossed “Not Transferable”. Cheques must not be post-dated. Please do not send cash. Receipts for payment will not be issued. If you do not indicate the number of

24 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 04

New Units for which you wish to subscribe, or there between the amount of the cheque or bank draft is a discrepancy between the amount of the cheque and the number of New Units indicated, MGNZ or bank draft and the number of New Units indicated, will treat you as applying for as many New Units MGNZ will treat you as applying for as many New as your cheque or bank draft will pay for. MGNZ Units as your cheque or bank draft will pay for. reserves the right to reject any Public Application MGNZ reserves the right to reject any Entitlement and Form which is not completed correctly. Acceptance Form which is not completed correctly. (ii) Return your completed Public Application Form Return your completed Entitlement and Acceptance and your cheque or bank draft in the enclosed Form and your cheque or bank draft in the enclosed business reply envelope or hand deliver it to: business reply envelope or hand deliver it to: Macquarie Goodman (NZ) Limited Macquarie Goodman (NZ) Limited c/- Computershare Investor Services Limited C/– Computershare Investor Services Limited Level 2, 159 Hurstmere Road Level 2, 159 Hurstmere Road Takapuna Takapuna Private Bag 92-119 Private Bag 92-119 Auckland 1020 Auckland 1020 or to any NZX Firm, the Lead Manager, the or to any NZX Firm, the Lead Manager, the Co-managers, or any other channel approved Co-managers, or any other channel approved by by NZX, as soon as possible, but in any event NZX, as soon as possible, but in any event so that it so that it is received in the offi ces of the Unit is received in the offi ces of the Unit Registrar prior to Registrar prior to 5:00 pm on 12 April 2005. 5:00 pm on 12 April 2005. You may wish to contact the information line on (b) Acceptance and payment by investors other than 0800 359 999 (within New Zealand) or +64 9 488 8777 Eligible Retail Unitholders (outside New Zealand) if you have any questions about the Offer. Applications for New Units by investors who are not Eligible Retail Unitholders must be made on the If an applicant’s cheque does not clear on presentation, green Public Application Form accompanying this any allocation to that applicant may be cancelled. Any Offer Document. notifi cation of an applicant’s allocation of New Units is conditional on that applicant’s cheque clearing. Listed below are the steps you need to take should you wish to apply for New Units under the Retail Entitlement Offer. 4.20 Registration (i) Complete and sign the green Public Application A copy of this Offer Document duly signed by or on behalf Form in accordance with the instructions set out of the Directors and having attached to it the signed on the reverse of the form. Photocopies will not consent of each of DTZ New Zealand, CB Richard Ellis, be accepted. If you apply for New Units using Colliers International, and Jones Lang LaSalle, copies a Public Application Form, your Application may of the material contracts described in section 12, the be subject to scaling and could be scaled back auditor’s report set out in section 9 and the consent of to zero. the auditor, the Trustee’s statement set out in section 13, and an acknowledgement from NZX, was delivered Attach your cheque or bank draft in New Zealand to the Registrar of Companies on 7 March 2005 for currency drawn on and payable at a registered registration under section 42 of the Securities Act 1978. New Zealand bank for the amount of the This Offer Document was amended by a memorandum of Application Monies, payable to “Perpetual Trust amendments dated 10 March 2005. Limited – Macquarie Goodman Offer Account” and crossed “Not Transferable”. Cheques must not be post-dated. Please do not send cash. Receipts for payment will not be issued. If you do not indicate the number of New Units for which you wish to subscribe, or there is a discrepancy

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 25 Fee restructure

As part of the Transaction, MGNZ is proposing a new management fee structure. The purpose of the new structure is to reduce the base component of the fee payable and provide a performance component that is linked to Unitholders’ returns. Under the new structure, the interests of MGNZ are better aligned with Unitholders as the fee payable to MGNZ will be linked to the returns received by Unitholders.

5.1 Current fee The performance fee is equal to 10% of MGP's performance above a "target return" (which is calculated In accordance with the Trust Deed, MGNZ receives a fee half yearly) and is capped at 5% annualised out for the management of MGP. The current fee is based on performance in a single half year (except in a period in the book value of MGP’s assets and equates to 0.70% which MGNZ ceases to hold offi ce, or MGP terminates). per annum. The target return is equal to the fi ve year rolling average return on a gross accumulation index created from NZX 5.2 Summary of the proposed entities having a principal focus on investment in real new fee structure property, excluding MGP, with the index being compiled by a person appointed by MGNZ and approved by the The proposed new fee structure is described in detail in Trustee. The target return cannot be less than 0%. section 11.4. Any performance below the target return is carried Proposed new base fee forward to future periods. The proposed base fee restructure involves a reduction in the base fee from 0.70% per annum to: MGP will not earn a performance fee on any performance in excess of the target return plus 5% per 0.50% per annum on the book value of assets less than annum. Any performance over that cap will be carried $500 million; and forward to future periods (except in a period in which 0.40% per annum on the book value of assets greater MGNZ ceases to hold offi ce, or MGP terminates). than $500 million. Performance fees are generally paid to MGNZ in the After the Acquisition, the revised base fee will be form of Units. The issue price for these Units is equal approximately 0.48% per annum of the book value of to the higher of market price and the net asset value MGP’s total assets. This is one of the lowest base fees per Unit. charged by managers of MGP’s listed peers. Performance fee summary (annualised) Proposed new performance fee Under the proposed fee restructure, MGP will pay a <8Ê}ÀÃÃÊ«À«iÀÌÞÊìÝÊvÛiÊ x¯ÊL>` *iÀvÀ>ViÊ>LÛiÊ fee linked to the returns of Unitholders. In essence, the Þi>ÀÊ>Õ>ÊÀiÌÕÀ£Ê ÊìÝÊ³Êx¯Ê performance fee will reward MGNZ where MGNZ delivers returns to Unitholders exceeding the long-term average ÊÊ returns of MGP’s listed property group peers.

vÊ *ÊÀiÌÕÀÊÃÊLiÜÊÌ iÊìÝ]Ê £ä¯Êvii Ê*iÀvÀ>ViÊ>LÛiÊ The performance fee will operate as follows: ÕìÀ«iÀvÀ>ViÊÃÊ i>Ài`Ê ìÝÊ³Êx¯ÊV>ÀÀi` V>ÀÀi`ÊvÀÜ>À`° vÀÃÌÊx¯ÊvÊ vÀÜ>À`ÊÌÊvÕÌÕÀi The performance fee is referable to MGP's performance, ÕÌ«iÀvÀ>Vi Ê including gross distributions (being distributions plus ÊÊ

imputation credits) and movements £ ÝVÕ`}Ê * in Unit price.

26 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 05

5.3 Benefits of the proposed Example 2 new fee structure Unitholders’ returns below threshold Opening fi ve-day VWAP $1.17 The benefi ts of the proposed new fee structure can be summarised as follows: Closing fi ve-day VWAP $1.18 Gross DPU attributable to the half year 4.90¢ (a) earnings increase through the reduction of the base fee; Weighted Units on issue 386.1 million Benchmark index 14.4% (b) better alignment of interests as, where MGP Threshold (14.4% x $1.17 divided by 2) = 8.42¢ outperforms its peers, MGNZ will share in the out performance; Cap (14.4% plus 5% x $1.17 divided by 2) = 11.35¢ (c) no performance fee is payable if MGP’s total return is negative but in excess of its peers in a given period; Actual Unitholders’ returns per Unit Gross DPU = 4.90¢ and Plus Unit price movement ($1.18 - $1.17) = 1.00¢ (d) where MGP’s performance is consistent with or less Actual Unitholders’ return per Unit = 5.90¢ than its peers, MGNZ’s fee will be less than its present entitlement. Actual Unitholders’ returns per Unit are less than the Threshold (5.9¢ – 8.42¢) = (2.52¢) 5.4 Examples

The following examples demonstrate how the calculations The deﬁ cit in Unitholders’ returns per Unit is carried forward, and of the performance fee will work during example half year returns over the Threshold of 2.52 cents must be earned in future periods. For the purposes of these examples, it has been periods before MGNZ is entitled to be paid a performance fee. assumed that the ﬁ ve year rolling annual return of the index is equal to 14.4%. Please note that these examples are illustrative only, and do not attempt to predict or project actual Unit prices or distributions by MGP. Example 1 Example 3 Unitholders’ returns exceed threshold but do not exceed cap Unitholders’ returns exceed cap

Opening fi ve-day VWAP $1.17 Opening fi ve-day VWAP $1.17 Closing fi ve-day VWAP $1.22 Closing fi ve-day VWAP $1.25 Gross DPU attributable to the half year 4.90¢ Gross DPU attributable to the half year 4.90¢ Weighted Units on issue 386.1 million Weighted Units on issue 386.1 million Benchmark index 14.4% Benchmark index 14.4% Threshold (14.4% x $1.17 divided by 2) = 8.42¢ Threshold (14.4% x $1.17 divided by 2) = 8.42¢ Cap (14.4% plus 5% x $1.17 divided by 2) = 11.35¢ Cap (14.4% plus 5% x $1.17 divided by 2) = 11.35¢

Actual Unitholders’ returns per Unit Actual Unitholders’ returns per Unit Gross DPU = 4.90¢ Gross DPU = 4.90¢ Plus Unit price movement ($1.22 - $1.17) = 5.00¢ Plus Unit price movement ($1.25 - $1.17) = 8.00¢ Actual Unitholders’ return per Unit = 9.90¢ Actual Unitholders’ return per Unit = 12.90¢ Actual Unitholders’ returns per Unit in excess of Threshold (9.9¢ - 8.42¢) = 1.48¢ Actual Unitholders’ returns per Unit exceed the cap so MGNZ is Performance fee payment paid a performance fee up to the cap and carries forward the balance (1.48¢ x 386.1 million x 10%) = $0.6 million Performance fee payment (11.35¢ – 8.42¢ x 386.1 million x 10%) = $1.1 million Surplus carried forward 12.9¢ - 11.35¢ = 1.55¢

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 27 Unitholder approval

The Acquisition and the Offer are conditional on receiving Unitholder approval at the Meeting. In addition to the Offer and the Acquisition, Unitholders will also be asked to consider amendments to the Trust Deed, in particular, the introduction of a performance fee and to approve co-ownership transactions with MGQ for the next year. These resolutions are as follows:

Resolution 1: Resolution 2: “As an ordinary resolution, that, subject to resolution 2 “As an ordinary resolution, that, subject to resolution 1 being passed, Unitholders approve the entry into and being passed, Unitholders approve the issue of New Units performance by MGP of an agreement or agreements to Institutions selected by MGNZ (other than to MGNZ, pursuant to which: any Directors, or any of their associated persons) pursuant to the Institutional Placement on the terms and conditions (a) MGP completes the Acquisition, including the issue of outlined in the explanatory memorandum.” Units to MGQ in part consideration for the Acquisition, and any issue of Units to MGQ pursuant to the The Institutional Placement proposed will beneﬁ t sub-underwrite; and Unitholders by enabling MGP to maximise institutional demand for New Units, thereby providing greater certainty (b) MGP completes any Subsequent Transaction, that MGP can raise the funding for the Acquisition while on the terms and conditions outlined in the explanatory also minimising bridge funding requirements. memorandum.” The Acquisition allows MGP to considerably expand its property base through the purchase of interests in properties with which it is already familiar. Future decisions in relation to the properties that will be wholly owned by MGP will be within the control of the New Zealand management team. The increase in market capitalisation following the Acquisition and Offer is anticipated to increase the free ﬂ oat and trading liquidity of Units and make MGP eligible to enter the NZSX50 market index.

28 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 06

Central Park Corporate Centre, Greenlane, Auckland Windsor Court, Parnell, Auckland Fletcher Head Ofﬁ ce, Penrose, Auckland

Resolution 3: Resolution 4: “As an extraordinary resolution, that Unitholders approve: “As an ordinary resolution, that Unitholders approve the entry into and performance by MGP of future Qualifying (a) the amendments to the Trust Deed relating to the Transactions with MGQ.” management fees paid to MGNZ, in the form tabled at the Meeting and signed by the chairperson for the A “Qualifying Transaction” is a transaction where: purpose of identifi cation, with such amendments to (a) MGP and MGQ are either selling or acquiring a be in effect from 1 April 2005; and property as co-owners to, or from, an unrelated third (b) the issue of Units pursuant to the amendments to the party; and Trust Deed to MGNZ (or any nominee of MGNZ).” (b) the value of the transaction exceeds 5% of MGP’s The proposed Trust Deed amendments changing MGNZ’s “average market capitalisation” (as defi ned in the management fees are described in section 5. Listing Rules). The changes to MGNZ’s fees will benefi t Unitholders in The passing of this resolution will allow MGP to continue that the base fee is reduced, and the performance fee is to acquire and sell properties with MGQ as co-owners only payable when the returns of MGP exceed that of its on arm’s-length terms without the requirement to seek NZX-listed property group peers. This aligns the objectives Unitholder approval in each case. This benefi ts Unitholders of Unitholders and MGNZ to maximise the returns of as MGP will be able to remain competitive in the market Unitholders. In the normal course, the performance fee with the ability to act promptly on strategic transactions, will be paid by Units being issued to MGNZ (or MGNZ’s and the costs and delays of obtaining Unitholder approval nominee), also as described in section 5, at the higher for transactions that are in the interests of Unitholders will of market price or net asset backing. This further aligns be avoided. MGNZ’s interests with the interests of Unitholders.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 29 Unitholder approval

28 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 06

Central Park Corporate Centre, Greenlane, Auckland Windsor Court, Parnell, Auckland Fletcher Head Ofﬁ ce, Penrose, Auckland

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 29 Business description

MGP is an industrial property trust listed on NZX. Its portfolio consists of interests in 19 properties with a specialist focus on industrial and business space properties, predominately located in Auckland. MGP’s portfolio has an occupancy rate of 99% and includes over 140 customers. SECTION 07

7.1 MGP MGP (formerly Colonial First State Property Trust) was established in 1999 and was managed by Colonial First Portfolio summary State Property (NZ) Limited until December 2003 when MGQ acquired the management rights. MGNZ, as the Total portfolio as at 31 December 2004 new manager, refocused MGP’s investment policy and Total property area 284,266 square strategy to specialise in the industrial and business space metres property sector. Number of properties 19 This strategy has been evidenced by the disposal of non- Weighted average lease expiry 4.3 years core properties over the past 12 months, namely South Occupancy 99% City Shopping Centre in Christchurch and Unisys House Total current valuation as at in Wellington for values at, or in excess of, the book value. 31 December 20041 $613.0 milllion The proceeds of these disposals have been reinvested into high quality industrial and business space properties in line with the sector speciﬁ c focus of MGP and its 1 Refer to the valuation reports set out in section 10. This represents 100% of the current valuation of the Completed Stabilised investment criteria. Properties, plus 100% valuation of the Commenced Development Properties (following completion of the developments) and 100% valuation of The Gate Industry Park and Central Park Corporate 7.2 MGNZ Centre Development Land and 100% of the estimated book value MGNZ is a wholly owned subsidiary of MGQ. MGQ has of Savill Link (as established by the Directors). advised MGNZ that it has a market capitalisation of approximately $5.3 billion, making it the largest industrial Auckland Portfolio Properties property group listed on ASX, the fourth-largest listed

Albany property group in the S&P/ASX 200 Property Index and one of the largest listed industrial property groups globally.

NORTHERN MGQ has also advised MGNZ that it has funds under MOTORWAY management of $6.4 billion in New Zealand, Australia Glenfield and Singapore, supported by a dedicated team of 195 Takapuna property professionals. Its operations include industrial property ownership, funds management, property development, project and development management

AUCKLAND and property services, geographically encompassing HARBOUR BRIDGE WAITEMATA HARBOUR New Zealand, Australia and Asia. Central City NORTH WESTERN MOTORWAY Fundamental to the success of MGQ and its subsidiaries SOUTHERN MOTORWAY Glen Innes is its unique and proven Customer Service Model, which Greenlane is designed to deliver complete property solutions to its

SOUTH WESTERN customers, through the delivery of a diverse range of MOTORWAY Penrose East Tamaki industrial and business space products and in-house property services.

Papatoetoe Manukau Mangere Central

Manurewa

Legend Highway Properties

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 31 Business description continued

7.2.2 Property services Customer service is the core philosophy of the property services team. Pursuant to the property services agreement approved by Unitholders on 23 March 2004, MGPS currently provides a full range of services, including asset management, property management, building services, engineering services, lease administration, leasing services and due diligence. Over the past 12 months, the property services team has maintained occupancy at 99% and achieved an impressive customer retention rate of 87%. Regular communication with customers in relation to their future space requirements is undertaken well in advance of a lease expiry.

7.2.3 Development and project management From vision to completion, the development and project management team is available to manage the development process, including site sourcing, masterplanning and securing customer precommitments. The management of MGP comprises three Development management activities include key components: planning, approvals, project management and leasing 7.2.1 Funds management precommitments. MGNZ’s key focus is the management of MGP. This Since December 2003, the development and project function involves the overseeing of all aspects of the management team has overseen the management of management of MGP including portfolio management, several developments with co-ownership partner MGQ. leasing strategies, acquisition and divestment strategies, This includes planning, seeking approvals and sourcing capital management, branding, investor relations and customers for its Auckland developments, including Savill communications. MGNZ’s objective is to deliver secure Link in Otahuhu, Auckland, Westney Industry Park in and growing income and the potential for long-term capital Mangere, Central Park Corporate Centre in Greenlane and growth to Unitholders. The Gate Industry Park in Penrose. The co-ownership relationship with MGQ has also enabled MGP to take a 50% stake in developments already completed by MGQ, namely Recall and Norman Ellison Carpet’s facilities at The Gate Industry Park, in Penrose.

32 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 07

7.3 MGP’s investment portfolio (including properties acquired as part of the Acquisition)

7.3.1 Completed Stabilised Properties

Fletcher Head Ofﬁ ce Location 810 Great South Road, Penrose, Auckland Property class Business park Current valuation (31 December 2004) $72.0 million Market capitalisation rate 9.00% Net lettable area 48,526 square metres Occupancy 100% Weighted average lease term 4.0 years Key customer Fletcher Building

Central Park Corporate Centre Location 666 Great South Road, Greenlane, Auckland Property class Ofﬁ ce park Current valuation (31 December 2004) $65.6 million Market capitalisation rate 9.50 to 9.75% Net lettable area 26,220 square metres Occupancy 97% Weighted average lease term 3.0 years Key customers Armourguard Security, Avis Rent A Car, Fonterra, The Simpl Group

The Gate Industry Park Location 373 Neilson Street, Penrose, Auckland Property class Industrial estate Current valuation (31 December 2004) $65.4 million Market capitalisation rate 8.75% Net lettable area 61,915 square metres Occupancy 100% Weighted average lease term 6.4 years Key customers Norman Ellison, Rapak Asia Paciﬁ c, Recall, SCA Hygiene, Toll Logistics, Yates New Zealand

Millennium Centre Location 602 Great South Road, Greenlane, Auckland Property class Ofﬁ ce park Current valuation (31 December 2004) $47.6 million Market capitalisation rate 9.25 to 9.50% Net lettable area 15,575 square metres Occupancy 100% Weighted average lease term 3.8 years Key customers Genesis Power, Mighty River Power, Pﬁ zer (New Zealand), Spotless Services, TNS New Zealand, Toyota Finance

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 33 Business description continued

Penrose Industrial Estate Location Gavin Street, Penrose, Auckland Property class Industrial estate Current valuation (31 December 2004) $35.0 million Market capitalisation rate 9.25 to 9.50% Net lettable area 31,445 square metres Occupancy 100% Weighted average lease term 6.1 years Key customer Turners Auctions

HP House Location 4 Viaduct Harbour, Auckland Property class Ofﬁ ce park Current valuation (31 December 2004) $26.0 million Market capitalisation rate 8.75% Net lettable area 7,430 square metres Occupancy 100% Weighted average lease term 2.9 years Key customers Bayleys Real Estate, Hewlett-Packard

HSBC Centre Location Cnr Don McKinnon and Corinthian Drives, Albany, Auckland Property class Ofﬁ ce park Current valuation (31 December 2004) $22.2 million Market capitalisation rate 9.00% Net lettable area 5,899 square meters Occupancy 100% Weighted average lease term 5.2 years Key customers ACC, HSBC, Solution 6

IBM Centre Location 5 Wyndham Street, Auckland Property class Ofﬁ ce park Current valuation (31 December 2004) $21.8 million Market capitalisation rate 8.75 to 9.00% Net lettable area 6,190 square metres Occupancy 91% Weighted average lease term 3.0 years Key customers Boffa Miskell, Grey Worldwide, IBM New Zealand

34 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 07

Auckland Distribution Centre Location 86-100 Plunkett Avenue, Wiri, Auckland Property class Warehouse/distribution centre Current valuation (31 December 2004) $20.5 million Market capitalisation rate 12.00 to 12.25% Net lettable area 35,831 square metres Occupancy 100% Weighted average lease term 0.9 years Key customers Linfox Logistics, Ford Motor Company

Vector House Location 101 Carlton Gore Road, Newmarket, Auckland Property class Ofﬁ ce park Current valuation (18 February 2005) $18.3 million Market capitalisation rate 8.50% Net lettable area 4,801 square metres Occupancy 100% Weighted average lease term 5.9 years Key customer Vector

BTI House Location 103 Carlton Gore Road, Newmarket, Auckland Property class Ofﬁ ce park Current valuation (18 February 2005) $18.1 million Market capitalisation rate 8.50 to 8.75% Net lettable area 4,797 square metres Occupancy 100% Weighted average lease term 3.3 years Key customers BTI New Zealand, Sony Music Entertainment (NZ), Vector

Panasonic House Location 141 Manners Street, Wellington Property class Ofﬁ ce park Current valuation (31 December 2004) $13.8 million Market capitalisation rate 9.75 to 10.00% Net lettable area 9,933 square metres Occupancy 100% Weighted average lease term 2.0 years Key customers Alcatel (NZ), NEC (NZ)

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 35 Business description continued

Kodak Building Location 70 Stanley Street, Parnell, Auckland Property class Ofﬁ ce park Current valuation (31 December 2004) $9.3 million Market capitalisation rate 9.50% Net lettable area 5,623 square metres Occupancy 93% Weighted average lease term 4.5 years Key customers Kodak New Zealand, Travelplan Holidays

Ricoh Building Location 60 Stanley Street, Parnell, Auckland Property class Ofﬁ ce park Current valuation (31 December 2004) $9.0 million Market capitalisation rate 9.50% Net lettable area 4,887 square metres Occupancy 100% Weighted average lease term 3.9 years Key customers Carrier Air Conditioning, Otis, Ricoh New Zealand, Travelplan Holidays

Nestlé Building Location 41 Nestlé Avenue, Wiri, Manukau, Auckland Property class Warehouse/distribution centre Current valuation (31 December 2004) $9.0 million Market capitalisation rate 10.00 to 10.25% Net lettable area 10,147 square metres Occupancy 100% Weighted average lease term 2.1 years Key customer Nestlé New Zealand

Windsor Court Location 126 Parnell Road, Parnell, Auckland Property class Ofﬁ ce park Current valuation (31 December 2004) $7.6 million Market capitalisation rate 8.75% Net lettable area 2,290 square metres Occupancy 97% Weighted average lease term 2.5 years Key customers Bank of New Zealand, Caltex (NZ), North South Finance

36 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 07

EDS Building Location 2 Paciﬁ c Rise, Mount Wellington, Auckland Property class Ofﬁ ce park Current valuation (31 December 2004) $5.8 million Market capitalisation rate 9.75 to 10.00% Net lettable area 2,757 square metres Occupancy 100% Weighted average lease term 2.7 years Key customer EDS New Zealand

Note: The net lettable area for each property encompasses all demises including, for example, balconies and canopies but excludes hardstand areas. The weighted average lease term is calculated for each property as at 31 March 2005. This treatment may differ to that of the valuers presented in section 10.

7.3.2 Commenced Development Properties

Savill Link Location Stages 1 and 2, Savill Drive, Otahuhu, Auckland Property Class Warehouse/distribution centre Stage Stage 1 Stage 2 Date of practical completion (estimated) July 2005 August 2005 Market value on completion $15.5 million $8.4 million Market capitalisation rate 8.75 to 9.00% 8.25% Net lettable area 16,247 square metres 9,820 square metres Weighted average lease term 6.0 years 10.0 years Occupancy 100% precommitted 100% precommitted Key customer Toll Logistics Nylex

Westney Industry Park Location Stage 1, Westney Road, Mangere, Auckland Property class Industrial estate Date of practical completion (estimated) October 2005 Market value on completion $29.2 million Market capitalisation rate 9.25% Net lettable area 39,010 square metres Weighted average lease term 8.0 years Occupancy 100% precommitted Key customer Linfox Logistics

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 37 Business description continued

The Gate Industry Park1 Location Units and C3 Building, 373 Neilson Road, Penrose, Auckland Property class Industrial estate Stage Units C3 Building Date of practical completion (estimated) September 2005 July 2005 Market value on completion $13.0 million $3.0 million Market capitalisation rate 8.50 to 8.75% 8.75 to 9.00% Net lettable area 11,516 square metres 2,606 square metres Weighted average lease term 2.0 years 2.0 years Occupancy 100%2 100%2

1 Currently solely owned by MGQ, however, subject to the Acquisition MGP will hold a 100% interest in this property. 2 Includes MGQ rental guarantee.

Central Park Corporate Centre1 Location Building 8 and Car Park, 666 Great South Road, Greenlane, Auckland Property class Ofﬁ ce park Stage Car Park Building 8 Date of practical completion (estimated) April 2005 April 2005 Market value on completion $9.3 million $19.7 million Market capitalisation rate 9.25% 8.75% Net lettable area n/a 6,780 Weighted average lease term 1.9 years 4.9 years Occupancy 100%2 100%2 Key customers GDC, Telecom, TSE GDC, Telecom, TSE, Westpac

1 Currently solely owned by MGQ, however, subject to the Acquisition MGP will hold a 100% interest in this property. 2 Includes MGQ rental guarantee. Note: The net lettable area for each property includes all demises including, for example, balconies and canopies but excludes hardstand areas. The weighted average lease term for each property is calculated as at 31 March 2005. This treatment may differ to that of the valuers presented in section 10.

38 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 07

7.3.3 Development Land

Central Park Corporate Centre1 Location Development land, 666 Great South Road, Greenlane, Auckland Property class Development land Current valuation (16 February 2005) $8.5m MGP interest % 50% Potential net lettable area 14,180 square metres

1 Currently solely owned by MGQ, however, subject to the Acquisition MGP will hold a 50% interest in the development land at this property.

The Gate Industry Park1 Location Development land, 373 Neilson Street, Penrose, Auckland Property class Development land Land area 2.1 hectares Current valuation (16 February 2005) $4.1 million MGP interest % 50% Potential net lettable area 9,500 square metres

1 Currently solely owned by MGQ, however, subject to the Acquisition MGP will hold a 50% interest in the development land at this property.

Savill Link1 Location Development land, Savill Drive, Otahuhu, Auckland Property class Development land Land area 22.9 hectares Estimated book value (31 March 2005) $35.5 million MGP interest % 50% Potential net lettable area 90,000 square metres

1 Currently jointly owned by MGP and MGQ.

Westney Industry Park Location Development land, Westney Road, Mangere, Auckland Property class Development land Remaining land area 26.6 hectares MGP interest % 50% of a six year development right over 26.6 hectares of leasehold land Potential net lettable area 125,000 square metres

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 39 Business description continued

7.4 MGP’s investment policy and strategy A key component of MGP’s growth profi le is its MGP’s investment policy is to invest within New Zealand development pipeline. The focus of the development in a diversifi ed portfolio of high quality, well tenanted pipeline is to ensure that MGP can meet the property industrial and business space properties. The objective needs of its customer base as their businesses expand. is to provide Unitholders with an attractive and reliable MGP will benefi t from MGQ’s extensive experience and income stream while maintaining and enhancing track record in securing and completing development the quality of its property portfolio through active opportunities on time and within budget. management. MGP will seek to mitigate the traditional risk associated The industrial and business space property market with property development by adopting the following comprises the four following sub groups: criteria: (a) warehouse/distribution centres – large single tenanted (a) in most instances development will only be industrial facilities with clear span storage and undertaken where a substantial precommitment has distribution area and an offi ce content of up to 10%; been secured; (b) industrial estates – multi-tenanted estates in excess (b) uncommitted developments will only be undertaken of 20,000 square metres with an offi ce content of in situations where the anticipated return justifi es the 5% to 20%; additional risk; (c) business parks – multi-tenanted estates in excess (c) only building and construction fi rms with a strong and of 20,000 square metres with an offi ce content of proven track record in similar projects will be engaged 20% to 60%; and to complete works; and (d) offi ce parks – low rise buildings comprising 100% (d) it will be the preference to adopt fi xed price building offi ce space within a functional environment including contracts to mitigate MGP’s exposure to escalations a variety of amenities. in construction costs during the term of a project. MGNZ will leverage its experience together with MGP’s To ensure that MGP does not become over exposed to size and expected access to low cost capital with a view development land risk, the Directors have adopted a policy to maximising income and capital growth for the benefi t at this time that no more than 10% of MGP’s gross asset of Unitholders. It will also continue to provide a full service value will be invested in greenfi eld development sites. management team dedicated to delivering stable earnings Following the Acquisition MGP will have approximately 4% and an attractive long term growth profi le. of gross assets invested in greenfi eld development sites. MGNZ will actively pursue expansion opportunities for While acquisitions and developments are an important MGP in New Zealand’s key industrial and business space part of MGP’s business, MGNZ will focus primarily on property markets by way of strategic acquisitions and the active asset management of the existing portfolio. development opportunities. Acquisition opportunities will MGNZ will seek to add value to the portfolio by improving be considered if they meet the following criteria: property management, tenancy profi les, renegotiating (a) enhance MGP’s earnings per Unit; leases and undertaking refurbishment and/or upgrade programmes. MGP’s properties will be managed with a (b) offer secure and growing income based on the view to maximising net income and capital growth, which creditworthiness of the customers; will be achieved through planned lease expiry, rent review (c) enhance the weighted average lease expiry profi le; and, where appropriate, refurbishment strategies. and MGNZ will also actively manage MGP’s fi nances by (d) have the potential for capital growth. ensuring that MGP’s income, expenses and balance sheet are managed in such a way as to maximise returns to The ongoing redevelopment and refurbishment of the Unitholders. existing portfolio should ensure that MGP’s investments maintain their attractiveness to customers and maximise the opportunities to retain existing and attract new customers. This philosophy aims to ensure MGP’s portfolio meets the ongoing and changing needs of its customer base while maximising returns to Unitholders.

40 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 07

Millennium Centre, Greenlane, Auckland Ricoh Building, Parnell, Auckland

7.5 Gearing 7.7 Distribution reinvestment plan Under the terms of the Trust Deed, MGP’s maximum Unitholders resident in New Zealand and Institutions in allowable Gearing Ratio is 50%. MGP’s debt fi nancing Australia are able to participate in MGP’s distribution policy targets an effective Gearing Ratio of 30% to 40%, or reinvestment plan in which Unitholders are given the lower on a long term basis. The Offer has been structured option of reinvesting cash distributions in additional Units to target an appropriate Gearing Ratio with suffi cient without incurring brokerage fees. debt capacity for MGP. Upon settlement on 1 April 2005, Units are issued at the weighted average trading price MGP’s gearing will reduce from 36% to 27%, providing of the Units on NZX during the fi ve trading days from MGP with capacity to debt fund the development costs of and including the date upon which the Units trade Commenced Development Properties due for completion ex-distribution, less the discount, if any, determined by in the 2006 fi nancial year together with the proposed MGNZ from time to time, but which may not exceed 5% acquisition before June 2005. MGP’s Gearing Ratio is of that weighted average trading price. Units are issued anticipated to return to 36% by 31 December 2005 as a at or about the same time as distributions are paid and result of investments in those development properties and rank equally in all respects with existing issued Units. the successful completion of the proposed acquisition. MGNZ can terminate, vary, or suspend the distribution reinvestment plan at any time. 7.6 Distribution policy MGP’s existing distribution policy is to distribute to Unitholders its net profi t after tax (after adjusting for non cash items and other items considered by MGNZ to be of a nature that should not affect distributions) on average over the long term, so long as it is prudent to do so. MGP’s income distributions are declared quarterly for the periods ending 30 June, 30 September, 31 December and 31 March each year. Income distributions are dispatched to Unitholders in the third month following a quarter.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 41 Board of Directors

The board of Directors of MGNZ comprises four independent Directors and three non-executive Directors as follows:

Hon. Jim McLay, QSO Rick Bettle CHAIRMAN INDEPENDENT DIRECTOR Jim McLay originally practised as a barrister and became a Member Rick is a professional director. He is currently Chairman of Dominion of the New Zealand Parliament in 1975. Until his retirement from Finance Limited and Eastern Hi-Fi Limited, and a director of NGC politics in 1987 he held, at various times, the positions of Attorney Holdings Limited, Southport Limited and Synergy International General, Minister of Justice, Deputy Prime Minister and (following a Limited. He has just fi nished eight and a half years as Chairman change of government) Leader of the Opposition. of the New Zealand TAB. He has previously chaired NZ Lamb Co for a duration of ten years, Capital Coast Health for four years, and Jim is currently Executive Chairman of Macquarie New Zealand Wrightson Finance, also for four years. He was made a Fellow of Limited. He is also the principal and managing director of JK McLay the New Zealand Institute of Directors in February 2000 and is Vice Limited, business consultants and is Chairman of Pharmacybrands President of the National Council and Chairman of the Wellington Limited (owner and/or operator of the Unichem, AMCAL and branch. Rick was the managing director of Wrightson from 1987 to Dispensary First retail pharmacy brands), Chairman of the publicly- 1991 and the chief executive offi cer of Alliance Group (a large South listed Just Water International Limited and is a director of several Island meat co-operative) from 1991 to 1995. From 1995 to 1998 other companies. From 1993 to 2003, he was the New Zealand he headed the law fi rm of Kensington Swan. Commissioner on the International Whaling Commission. He has served as an adviser to the New Zealand Government on reviews of the wholesale electricity market, defence funding and fi nancial Keith Smith management, accident compensation and roading reform. INDEPENDENT DIRECTOR Keith has been a partner of BDO Spicers in Auckland since 1979 and is now a professional director. He has been the Chairman of The Warehouse Group Limited since 1995, having been involved since its establishment in 1982. He is also the Chairman of Tourism Holdings Limited, Wrightson Limited and Skellmax Industries Limited and deputy Chairman of Genesis Power Limited. He also holds board positions for a number of private companies in the motor vehicle, meat and health industries. Keith is a past president of the Institute of Chartered Accountants of New Zealand.

Left to right: Jim McLay, Rick Bettle, Keith Smith, Phil Pryke, John Maasland, James Hodgkinson and Gregory Goodman investment trustdevelopmentandcore real estateinvestment. Investment Management’s activitiesinAsia,focussingonreal estate North America.Jamesalsohasoverallresponsibility forProperty Division, andCountryHead,Property InvestmentManagement Head ofMacquarieBankGroup’s Property InvestmentManagement James isanExecutiveDirector ofMacquarieBankLimited,joint NON EXECUTIVEDIRECTOR James Hodgkinson the ASEANNewZealandCombinedBusinessCouncil. APEC Leaders’meetinginSeptember1999,andbeingChairmanof include chairingtheAPECCEOSummitheldinAucklandduring Auckland RegionalChamberofCommerce. John’s previous roles Limited, Woosh Limited,GouldHoldingsandthe Wireless is alsoadirector ofAPNNews&MediaLimited,Delegats’Group New ZealandBallet,andtheRadioNetworkofZealand.He John iscurrently ChairmanofCarterHoltHarveyLimited,theRoyal INDEPENDENT DIRECTOR John Maasland Corporation andRaukuraWaikato FisheriesLimited. Products Limited,EDSNewZealandMaoriDevelopment Pear MarketingBoard. Hisprevious directorships includeSealord Fisheries CommissionandadvisertotheNewZealandApple Health FundingAuthority, amemberoftheTreaty ofWaitangi Lucent Technologies AustraliaPtyLimitedandNewZealand chief executiveofNextgenNetworks,offi cer of deputy ChairmanofContactEnergy. Phil’s previous roles include Phil iscurrently President, Vice AsiaPacifi c ofEDS.Heisalsothe INDEPENDENT DIRECTOR Phil Pryke industrial property trust,AscendasRealEstateInvestmentTrust. in therepositioning ofMGPandthelistingSingapore’s fi rst listed recently, themergerwithMGMtoformMGQ.Hewasalsoinvolved transactions, includingtakeovers,mergers,acquisitionsand,more specialised positioninthemarketplacethrough variouscorporate of MGIandhasplayedanintegralrole intheestablishmentofits expertise intheindustrialproperty arena. Greg wastheco-founder has 22yearsofexperienceintheproperty industrywithsignifi cant overall operationsandtheimplementationofitsstrategicplan.He Greg istheChiefExecutiveOffi cer ofMGQandisresponsible forits NON EXECUTIVEDIRECTOR Gregory Goodman MGP, inNewZealand. Estate InvestmentTrust inSingapore andMGNZ,themanagerof Funds ManagementLimited,themanagerofAscendasReal management vehicleswithinMGQ.ThisincludesAscendas–MGM companies ofthesetrusts,aswellMGQandthefunds James isaDirector orAlternate ofthemanagement investment inMGQ. ProLogis Trust, MacquarieDDRTrust andMacquarieBankLimited’s James hasoverallresponsibility forthemanagementofMacquarie six yearspriortothetrust’s mergerwithMGIinOctober2000. He wasChiefExecutiveOffi cer ofMacquarieIndustrialTrust for management, investmentbankingandchartered accounting. James hasover17yearsofexperienceinproperty funds

SECTION 08 Senior Executives

The New Zealand senior executive team comprises:

John Dakin Michael Gwydir CHIEF EXECUTIVE OFFICER LEGAL COUNSEL AND JOINT COMPANY SECRETARY John is the chief executive ofﬁ cer of MGNZ. He is responsible for the overall management and operations of the group. John Michael is the legal counsel responsible for providing legal has 17 years of experience in the property industry, including and compliance support to the management team of MGNZ. experience in valuation, research, asset management, funds Michael has seven years’ experience in private practice and management and acquisitions and has held senior roles in the prior to moving to MGQ most recently held a position as a UK, Australia and New Zealand. He is a former national director Senior Associate at Freehills, a major Australian law ﬁ rm. of the property council of New Zealand and prior to joining MGNZ Michael’s experience in private practice has involved corporate, he was with Colonial First State Property. John has a Bachelor of infrastructure and property transactions. Michael has a Bachelor Commerce, Graduate Diploma in Applied Finance and Investment, of Arts and a Bachelor of Laws. and is an associate member of the Securities Institute of Australia.

Peter Simmonds Tom Hoare CHIEF FINANCIAL OFFICER AND INVESTMENT AND JOINT COMPANY SECRETARY NEW BUSINESS MANAGER As chief fi nancial offi cer of MGNZ, Peter Simmonds has overall Tom’s role as investment and new business manager involves responsibility for the fi nancial management of the New Zealand proactively managing MGP’s acquisition and development operations. Peter has over 20 years of experience in the property pipelines. Tom is primarily responsible for identifying acquisition industry and prior to his current role was chief fi nancial offi cer opportunities for MGP and ensuring new customers are of Kiwi Income Property Trust for 10 years. Peter is a qualifi ed successfully introduced into the portfolio while working closely chartered accountant. Peter has a Bachelor of Science and a with funds management and project management to deliver Bachelor of Commerce. developments in a timely and cost effective manner. Tom has a Bachelor of Commerce Degree in Valuation and Property Management (VPM).

44 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 08

Brett Watson Jillian Talbot MANAGER, DEVELOPMENT AND DELIVERY COMMUNICATIONS AND INVESTOR RELATIONS MANAGER Brett is the manager of development and delivery for MGNZ. Jillian is the communications and investor relations manager He is responsible for the overall development management and of MGNZ. She is responsible for the internal and external construction delivery programmes. Brett has over 25 years of communications in MGP, and liaising with potential and existing experience in property development, property management investors. In particular, Jillian co-ordinates the publication of and asset management across a large range of asset classes annual and half yearly reports and the release of information to including industrial, commercial, retail and large scale land the NZX and the wider public, including the media. Prior to joining developments. Brett has a Diploma in Urban Valuation and is a MGQ, Jillian was a business reporter with the daily newspaper Senior Member of the New Zealand Property Institute. Dominion Post. Jillian has a Bachelor of Commerce, a Bachelor of Arts, and a Diploma in Journalism.

Colin Graham Jonathan Simpson MANAGER, ASSET MANAGEMENT PORTFOLIO ANALYST

Colin is MGNZ’s manager of asset management. His responsibilities Jonathan is the portfolio analyst of MGNZ. His specifi c include portfolio management, property repositioning, fi nancial responsibilities include the preparation and interpretation of management, vacancy control and customer liaison. Colin has property and trust performance statistics, portfolio modeling and over 12 years of experience in property and asset management. forecasting and assisting management in its operational decision He has recently relocated from MGQ’s Singapore offi ce where he making. Jonathan has more than nine years of experience in spent nine months assisting with the establishment of the property research and has held positions with the Property Council Singaporean property team and prior to that he was an asset of New Zealand and more recently in the United Kingdom with manager in the Australian offi ce. Before joining MGQ, Colin held the Investment Property Databank where he was responsible for a senior property and asset management position with Jones performance benchmarking services to listed property companies. Lang LaSalle. He has completed his Diploma in Land Valuation Jonathan has a Bachelor of Arts and Bachelor of Property. and is a licensed and registered real estate agent.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 45 Financial information

46 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 09

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 47 Financial information

This section contains the following information: (a) prospective fi nancial information, including the following; (i) projected consolidated statements of fi nancial performance of the Group for the fi nancial years ending 31 March 2005 and 31 March 2006 (section 9.1); (ii) projected consolidated pro forma statement of fi nancial position of the Group as at 31 March 2005, adjusted for the Transaction as (being the Acquisition, the Offer and the proposed changes to the management fee paid by MGP to MGNZ) if it had occurred on 31 March 2005 (section 9.2); (iii) principal accounting policies (section 9.3); (iv) assumptions (section 9.4); and (v) sensitivity analysis (section 9.5); (b) summary of the consolidated fi nancial statements of the Group for the ten month period ended 31 March 2000 and the fi nancial years ended 31 March 2001, 2002, 2003 and 2004 and for the six months ended 30 September 2004 (section 9.6); (c) unaudited fi nancial statements of the Group and MGP for the six months ended 30 September 2004 (section 9.7); (d) audited fi nancial statements of the Group and MGP for the year ended 31 March 2004 (section 9.8); and (e) auditors’ report (section 9.9). The prospective fi nancial information has been prepared by, and is the responsibility of, MGNZ. MGNZ approved the prospective fi nancial information on 7 March 2005. The prospective fi nancial information has been the subject of due diligence by MGNZ. Although due care and attention has been taken in preparing the prospective fi nancial information, MGNZ and the Directors cannot provide assurance that the prospective fi nancial information will be achieved. Actual results may vary from the prospective fi nancial information due to the non-occurrence of anticipated events or alternatively events occurring that were not anticipated and variations may be material.

48 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 09

9.1 Projected statements of financial performance The following table sets out MGP’s projected consolidated statements of ﬁ nancial performance as follows: (a) for the year ending 31 March 2005; (b) for the year ending 31 March 2006 on the basis that the Transaction does not occur (“Base Case”); and (c) for the year ending 31 March 2006 on the basis that the Transaction occurs as described in this Offer Document (“Transaction Case”).

Projected Base Case Transaction Case year ending year ending year ending 31 March 2005 31 March 2006 31 March 2006 $’000 $’000 $’000

Net property income 20,997 26,944 53,731 Other income 1,015 153 305 Total income 22,012 27,097 54,036 Base management fee 1,478 2,044 2,838 Operating expenses 532 490 531 2,010 2,534 3,369 Earnings before interest expense and taxation 20,002 24,563 50,667 Interest and finance charges 4,481 6,843 12,572 Net operating surplus before taxation, property realisations and property revaluations 15,521 17,720 38,095 Gain on realisation of investment property 4,123 – – Net operating surplus before taxation and property revaluations 19,644 17,720 38,095 Taxation expense 2,373 2,687 6,773 Net operating surplus after taxation and before property revaluations 17,271 15,033 31,322 Unrealised net change in value of investment properties 10,260 – – Net surplus for the year 27,531 15,033 31,322 Units on issue (000) 167,188 195,721 389,930 Weighted average Units on issue (000) 166,893 187,534 386,181 Earnings per Unit before revaluations, taxation and excluding gain on realisation of investment property (¢) 9.30 9.45 9.86 Cash distribution per Unit (¢) 7.88 8.02 8.11 Imputation credits per Unit (¢) 1.42 1.43 1.75 Gross distribution per Unit (¢) 9.30 9.45 9.86 Imputed (%) 36.6 36.2 43.8 After allowing for release of additional imputation credits 1 Cash distribution per Unit (¢) 7.88 8.02 8.11 Imputation credits per Unit (¢) 3.42 1.43 1.75 Gross distribution per Unit (¢) 11.30 9.45 9.86 Imputed (%) 88.1 36.2 43.8

1 These additional imputation credits relate to the tax liability associated with the depreciation write back arising from the disposal of MGP’s properties pursuant to the Co-ownership Agreement on 1 April 2004 and which will have been distributed to Unitholders in the year ending 31 March 2005.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 49 Financial information continued

9.2 Pro forma statement of financial position The table below shows the projected consolidated pro forma statement of ﬁ nancial position of MGP as at 31 March 2005, adjusted for the Transaction, as if it had occurred on 31 March 2005. Pro forma immediately Projected Offer Acquisition following the as at as at as at Transaction 31 March 31 March 31 March 31 March 2005 2005 2005 2005 $’000 $’000 $’000 $’000

CURRENT ASSETS Cash and deposits 1,000 149,855 (149,855) 1,000 Debtors and other assets 1,342 – – 1,342 Total current assets 2,342 149,855 (149,855) 2,342 NON-CURRENT ASSETS Investment properties 238,045 – 227,042 465,087 Development properties 28,743 – 57,425 86,168 Total non-current assets 266,788 – 284,467 551,255 Total assets 269,130 149,855 134,612 553,597 CURRENT LIABILITIES Creditors 1,664 – 2,065 3,729 Total current liabilities 1,664 – 2,065 3,729 NON-CURRENT LIABILITIES Borrowings 96,834 – 52,547 149,381 Total non-current liabilities 96,834 – 52,547 149,381 Total liabilities 98,498 – 54,612 153,110 Net assets 170,632 149,855 80,000 400,487 Total equity 170,632 149,855 80,000 400,487 Units on issue (000) 167,188 142,347 73,394 382,929 Net tangible assets per Unit ($) 1.02 1.05 Borrowings to total assets (%) 36 27

The projected consolidated pro forma statement of ﬁ nancial position as at 31 March 2005 includes property revaluations (after an allowance for disposal costs) of $10.3 million. A portion of the acquisition price on certain properties still under development is deferred until completion and one asset is proposed to be acquired prior to June 2005. Following the projected additional acquisition and capital expenditure, amounting to a total of $82.5 million, MGP’s ratio of borrowings to total assets is expected to be approximately 36%.

9.3 Principal accounting policies The prospective fi nancial information has been prepared in accordance with the signifi cant accounting policies of MGP as disclosed in its fi nancial statements for the six months ended 30 September 2004 as set out in section 9.7. These accounting policies are consistent with those disclosed in the fi nancial statements for the year ended 31 March 2004, apart from the addition of policies on accounting for the investment in associate and accounting for development properties. It has been assumed that there will be no change in applicable accounting standards or the Financial Reporting Act 1993 that would have a material effect on the fi nancial projections. New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”) are required to be implemented by MGP for the year ending 31 March 2008 or earlier. It is not intended that MGP will be an early adopter of NZ IFRS and it is expected that the fi rst period to apply to MGP in relation to NZ IFRS will be the fi nancial year commencing 1 April 2007.

50 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 09

Therefore any potential impact has not been included in the fi nancial information as NZ IFRS will not be in place for the 31 March 2005 or the 31 March 2006 fi nancial year ends. However, the signifi cant impact of NZ IFRS will be in relation to income tax, as MGP will not be allowed to use the partial basis in utilising the liability method of accounting for deferred taxation. Instead MGP will be required to account for deferred tax on all temporary differences, which will include property depreciation and revaluations. This will result in a taxation expense of approximately 33% of net operating surplus before taxation. Under NZ IFRS, when transitioning to NZ IFRS, the Group is able to recalculate its deferred taxation balance as if NZ IFRS had been implemented throughout MGP’s life. This will allow MGP to restate its deferred taxation balance through equity. There may be other areas of signifi cant impact of NZ IFRS on MGP. These areas include, but are not limited to investment property, leases and the recognition and measurement of fi nancial instruments. MGNZ has not considered any other possible impacts of the transition to NZ IFRS. The fi nancial effect to MGP of the adoption of NZ IFRS has not yet been quantifi ed. MGNZ will continue to review NZ IFRS, and its impact on MGP, and will advise Unitholders accordingly.

9.4 Assumptions The principal assumptions upon which the prospective fi nancial information is based are summarised below and should be read in conjunction with “What are my risks?” in section 11.6. The prospective fi nancial information is a projection and is based on hypothetical, but realistic assumptions which refl ect possible courses of action (i.e. “what if” scenarios). A projection is not a forecast. A forecast is prospective fi nancial information prepared based on a series of assumptions as to the future events which the preparers reasonably expect to occur as a result of actions they reasonably expect to take (i.e. the best estimate assumptions). Unitholders must consider the hypothetical assumptions described below in order to fully understand the projections and make their own assessment of the future performance of MGP. The projections are presented solely for the purpose of this Offer Document and may not be suitable for other purposes. There is no present intention to update this prospective fi nancial information or to publish the prospective fi nancial information in the future. Unitholders must consider the assumptions described below in order to fully understand the prospective fi nancial information. The material hypothetical but realistic assumptions which MGNZ has made in preparing the fi nancial information are set out below. While MGNZ considers these assumptions are appropriate and reasonable at the time of preparation of this Offer Document, there are factors that affect results which cannot be foreseen or accurately predicted and many of these factors are beyond the control of MGNZ and its Directors. Actual results may differ from projected results due to the non-occurrence of anticipated events or alternatively events occurring that were not anticipated and variations may be material. The projected statements of fi nancial performance for the years ending 31 March 2005 and 31 March 2006 assume that the Transaction occurs on 1 April 2005. The projected statement of fi nancial performance for the year ending 31 March 2005 includes historical fi nancial information for the ten months ended 31 January 2005 and the projected fi nancial information for the two month period ending 31 March 2005. Unless explicitly stated the assumptions below relate to both the Transaction Case and the Base Case. Detailed assumptions are as follows: 9.4.1 The Acquisition Under the Transaction Case the Acquisition as detailed in section 3 will be unconditional and settled on 1 April 2005. 9.4.2 General Assumptions Economic environment There will be no material changes in the general New Zealand economic environment.

Legislative and regulatory environment There will be no material changes to the legislative and regulatory environment in which MGP operates currently.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 51 Financial information continued

Income tax There will be no material changes to the New Zealand income tax regime. As well, it has been assumed that there will be no change to the corporate income tax rate of 33% and the non taxation of capital gains on the disposal of investment property. It has been assumed that MGP will depreciate the acquired assets for tax purposes.

Competitive environment There will be no material changes to the competitive markets in which MGP currently operates and no new entrants that will materially change the competitive environment.

Disruptions to operations There will be no material disruptions to MGP’s operations, including natural disasters, ﬁ res or explosions and normal hazards associated with operating its business. 9.4.3 Net Property Income Property income has been projected based on existing leases going to term and assumptions for future market rentals and future leasing. The future market rentals have been determined after considering market rental growth predictions. The assumed market rental growth rates are as follows: Market rental Period growth assumption

For the year ending 31 March 2006 3%

The independent valuers have assumed an average annual growth rate of 2.2% over their 10 year cash fl ows. Property expenses have been projected based on existing contracts, assumptions for future costs and an assumed growth rate of 3.0% per annum in the Projection Period. The consumer price index has been used as a measure of expense growth in the projections. Growth in the consumer price index has averaged 2.6% per annum in the last 5 years. The independent valuers have assumed an annual growth rate for expenses equating to 2.0%. 9.4.4 Sundry income Included in sundry income in the projection for the year ending 31 March 2005 is an amount of $413,000. This amount is a GST refund that was received in August 2004 and represents GST paid on the previous manager’s fee which was not claimed as a GST input. The Inland Revenue Department confi rmed that the amount was a valid input and accordingly the amount was refunded to MGP. Due to the size of the refund it has been recorded under sundry income in the statement of fi nancial performance for the six month period to 30 September 2004 and the projection for the year ending 31 March 2005.

9.4.5 Interest expense The interest expense for the fi xed debt is assumed to be based on the fi ve year swap rate, allowing for the margin and line fees charged by MGP’s lenders and the cost of hedging. This rate inclusive of margin and line fees is assumed to be 7.2% per annum for the Projection Period. The interest expense for the fl oating debt is assumed to be based on the current 90 day bank bill rate allowing for the margin and line fees charged by MGP’s lenders. This rate inclusive of margin and line fees is assumed to be 7.3% per annum for the Projection Period. MGP has not entered into hedging arrangements with respect to the borrowings required to fund the Transaction and will not unless the Transaction is approved. MGP’s treasury policy requires between 60% and 100% of outstanding borrowings to be effectively hedged against adverse fl uctuations in market interest rates over the next 12 month period. For the following 12 months period the treasury policy requires between 50% and 90% of outstanding borrowings to be effectively hedged. The treasury policy has the primary objective of ensuring that interest rate risk does not materially affect MGP’s fi nancial performance for the following 12 month period. MGP is currently in compliance with its treasury policy and is expected to be in compliance during the Projection Period. The interest expense assumed that new bank borrowings are drawn down on as required. 9.4.6 Other expenses Other expenses are projected to increase in line with infl ation, in respect of the Base Case. In respect of the Transaction Case, expenses are projected to increase in total by approximately 8.4% in line with the expanded size of MGP, but taking into account the economies of scale achievable on the existing operational costs of MGP.

52 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 09

9.4.7 Leasing and vacancies A vacancy and leasing period of nine months has generally been assumed for leases expiring during the Projection Period. It has been assumed that during the Projection Period an average of 80% of all current and future customer leases are renewed by the sitting customer upon lease expiry. Over the last 12 months, MGNZ has achieved an average 87% per annum customer retention across MGP’s portfolio. Lease incentives on lease renewals have been assumed to be approximately 8% of the total net rental income received during the term of the lease. The ﬁ nancial projections assumed all leases are enforceable and are performed in accordance with their terms, furthermore, there is no change in the terms of the leases from a net lease to a gross lease upon a lease renewal. 9.4.8 Manager’s fees Transaction Case For the year ending 31 March 2005, MGNZ is entitled to a management fee as detailed in section 11.4. From 1 April 2005 it has been assumed that the management fee as detailed in section 11.4, with the base fee component set out in the table below, will be approved by Unitholders and adopted by MGP. It has been assumed that no performance fee has been earned by MGNZ for the projected statement of ﬁ nancial performance for the year ending 31 March 2006.

Year ending Year ending Asset Value 31 March 2005 31 March 2006

Up to $500 million 0.7% 0.5% Greater than $500 million 0.7% 0.4% Performance fee n/a Nil

Base Case For the years ending 31 March 2005 and 31 March 2006, MGNZ is entitled to a management fee as detailed in section 11.4 and set out in the table below.

Year ending Year ending Asset Value 31 March 2005 31 March 2006

Up to $500 million 0.7% 0.7% Greater than $500 million 0.7% 0.7% Performance fee n/a n/a

9.4.9 Trustee fee For the Projection Period Perpetual Trust Limited is entitled to a trustee fee as detailed in section 11.4. These fees have been provided for within the projections. 9.4.10 Property services fee It has been assumed that MGPS will receive during the Projection Period property management fees, leasing fees and acquisition and disposal fees as detailed in section 11.4. 9.4.11 Development and project fees It has been assumed that MGPS will receive development and project management fees, which are based on prevailing market rates and projected events during the Projection Period. 9.4.12 Income tax expense Income tax expense is based upon the assumed trading results for the Projection Period. It has been assumed that MGP will depreciate the acquired assets for tax purposes. 9.4.13 Capital expenditure In line with maintaining the quality of MGP’s portfolio, allowances have been made for capital expenditure improvements to the underlying portfolio. The value of this expenditure is $1.51 million for the year ending 31 March 2006 in the Base Case and $3.03 million for the same period in the Transaction Case.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 53 Financial information continued

9.4.14 Property acquisitions Transaction Case It is assumed that MGP acquires one property prior to 1 June 2005 for $45.0 million which yields 9%. This acquisition will be funded by bank borrowings. Notwithstanding this assumption, Unitholders should be aware that MGNZ may not acquire any additional properties if it believes it is not in the best interests of Unitholders. Base Case It is assumed that MGP acquires one property prior to 1 June 2005 for $22.5 million which yields 9%. This acquisition is funded by bank borrowings. Notwithstanding this assumption, Unitholders should be aware that MGNZ may not acquire any additional properties if it believes it is not in the best interests of Unitholders. 9.4.15 Property sales It is assumed that no properties are sold during the Projection Period. Notwithstanding this assumption, Unitholders should be aware that MGNZ may direct the sale of properties if it believes it is in the best interests of Unitholders. 9.4.16 Investment properties No allowance is made for any changes in the value of properties for the year ending 31 March 2006, other than as a result of the capital expenditure noted above. The carrying values of properties are assumed to be the respective purchase prices (inclusive of acquisition costs). 9.4.17 Development properties Total capital expenditure and estimated completion dates on development properties are assumed to be as follows:

Transaction Case Base Case Anticipated Capital Capital Practical Projected expenditure Owner- expenditure Owner- completion yield on Asset ($M) ship % ($M) ship % date completion

Central Park Corporate Centre, Building 8, Greenlane, Auckland 19.7 100 9.9 50 31/3/05 9.3% Central Park Corporate Centre, Car Park, Greenlane, Auckland 9.3 100 4.6 50 31/3/05 9.0% Central Park Corporate Centre, Vacant Land, Greenlane, Auckland - 50 - 0 Post 31/3/05 n/a The Gate Industry Park, Units, Penrose, Auckland 13.0 100 6.5 50 31/7/05 8.7% The Gate Industry Park, Building C3, Penrose, Auckland 3.0 100 1.5 50 30/6/05 8.8% The Gate Industry Park, Vacant Land, Penrose, Auckland - 50 - 0 Post 31/3/05 n/a Westney Industry Park, Stage 1, Mangere, Auckland 28.0 100 13.5 50 30/9/05 9.1% Westney Industry Park, Vacant Land, Mangere, Auckland - 50 - 50 Post 31/3/05 n/a Savill Link, Stage 1, Otahuhu, Auckland 14.7 100 7.0 50 5/7/05 8.6% Savill Link, Stage 2, Otahuhu, Auckland 8.3 100 4.1 50 31/7/05 8.4% Savill Link, Vacant Land, Otahuhu, Auckland 1.4 50 1.4 50 Post 31/3/05 n/a

Interest charges (inclusive of line fees and margins) and management fees charged in relation to the development properties are capitalised to the cost of the development until the practical completion date, after which they are assumed to be expensed.

54 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 09

On completion of the development properties the carrying value is transferred to investment properties. No allowance is made for any changes in the value of properties on the date of transfer. Costs incurred to completed development properties include projected construction costs, funding costs, leasing, management fees costs and incentive costs up to the date of practical completion. Capitalised expenditure in respect of development properties is funded by bank borrowings. 9.4.18 Working capital It has been assumed that there will be no material changes to the working capital proﬁ le of MGP. 9.4.19 Cash balances It has been assumed that free cashﬂ ow is utilised to reduce bank borrowings throughout the Projection Period. 9.4.20 The Offer Transaction Case The proceeds from the issue of the New Units are assumed to be received as follows:

Capital $M Date

Institutional Settlement Date 110 24 March 2005 Retail Allotment Date 45 19 April 2005 Total 155

It has been assumed that the issue price is $1.09 and there are no further capital raisings undertaken during the Projection Period. Base Case Under the Base Case, a 15% placement of units has been projected to occur in July 2005 at an issue price of $1.11. 9.4.21 Transaction costs Transaction Case Transaction costs of $5.8 million will be paid out of the proceeds of the issue of New Units. These costs are recognised in equity as a reduction of the proceeds of equity instruments ($5.3 million) and in investment assets as an addition to the cost of investment properties ($0.5 million). Base Case Issue costs of 1.25% of proceeds received have been assumed in respect of the 15% placement of Units. These costs are recognised directly in equity as a reduction of the proceeds of equity instruments. 9.4.22 Distributions MGP’s income distributions are declared quarterly for the periods ending 30 June, 30 September, 31 December and 31 March, each year. Income distributions are dispatched to Unitholders in the third month of the following quarter. All distribution payments assume that the projected ﬁ nancial performance is fully achieved and that no other relevant factors arise that would adversely impact the ability of MGP to pay and impute those distributions.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 55 Financial information continued

9.4.23 Distribution reinvestment plan It has been assumed that the distribution reinvestment plan operates in the following manner:

Transaction Case Base Case Period to % Participation Strike Price % Participation Strike Price

31 December 2004 n/a n/a n/a n/a 31 March 2005 n/a n/a n/a n/a 30 June 2005 30% $1.15 25% $1.15 31 September 2005 30% $1.15 25% $1.15 31 December 2005 30% $1.15 25% $1.15 31 March 2006 30% $1.15 25% $1.15

9.4.24 GST The projected statements of fi nancial performance are exclusive of GST. All items in the statement of fi nancial position are stated net of GST, with the exception of receivables and payables, which are inclusive of GST. 9.4.25 Bank borrowings It is assumed that there will be adequate fi nancing facilities in place and available to MGP to cover its anticipated funding requirements for the Projection Period. To cover the funding requirements, it is assumed that MGP will enter into additional revolving credit facilities totalling $150 million, amounting to total revolving credit facilities of $300 million. The revolving credit facilities will be utilised to cover: (a) the period from settlement of the Acquisition to the receipt of proceeds in respect of the Retail Entitlement Offer; (b) capital expenditure (including development properties); and (c) acquisition of investment property.

9.5 Sensitivity analysis Investors should be aware that income projections may not be met for a variety of reasons. To assist investors in understanding the signiﬁ cance of key assumptions on the projected returns of MGP, the table below summarises the change in the projected distributions as a result of variations in certain key assumptions relating to the properties. Investors should note that the sensitivity analysis is intended to provide a guide only and variations in actual performance may exceed the ranges shown. It has been provided to investors for illustrative purposes only. Furthermore, the following table illustrates the individual impact of a change in one projection assumption. Movement in other assumptions may offset or compound any one variable beyond the extent shown.

Base Case Transaction Case Distribution Distribution Change in projection assumption CPU CPU

Projected distribution pre-sensitivity 9.45 9.86 Retention rates decrease by 10% 9.37 9.79 Decrease in market rental growth to 2.0% 9.42 9.84 Increase in interest rates of 1.0% 9.40 9.81 Increase in interest rates of 0.5% 9.42 9.84 Decrease in interest rates of 0.5% 9.47 9.89 Amendment of the management fee restructure does not occur n/a 9.54 Amendment of the management fee restructure occurs but the Acquisition and the Offer does not occur 9.76 n/a Assumed property acquisition does not occur 9.32 9.71

56 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 09

9.6 Summary of the consolidated financial statements

Summary of ﬁ nancial information Unaudited Audited Audited Audited Audited Audited group group group group group group 6 months 12 months 12 months 12 months 12 months 10 months ended ended ended ended ended ended 30 Sep 04 31 Mar 04 31 Mar 03 31 Mar 02 31 Mar 01 31 Mar 00 $000 $000 $000 $000 $000 $000 SUMMARY STATEMENTS OF FINANCIAL PERFORMANCE Net property income 9,647 20,929 24,956 25,267 22,113 16,730 Interest 331 185 175 169 115 198 Other 413 – – 3 97 279 Total investment revenues 10,391 21,114 25,131 25,439 22,325 17,207

Auditors’ fee (45) (44) (34) (29) (28) (45) Manager’s expense (760) (1,532) (1,801) (1,863) (809) – Other expenses (182) (664) (511) (580) (426) (383) Total operating expenses (987) (2,240) (2,346) (2,472) (1,263) (428) 9,404 18,874 22,785 22,967 21,062 16,779 Total interest expense (1,887) (5,829) (6,593) (6,173) (4,320) (2,646) Gain/(loss) on realisation of investment properties 4,175 263 (256) – – – Net operating surplus/(deficit) before income tax 11,692 13,308 15,936 16,794 16,742 14,133 Taxation expense (1,917) (5,246) (2,084) (1,927) (2,190) (1,882) Net operating surplus/(deficit) after income tax 9,775 8,062 13,852 14,867 14,552 12,251 Unrealised net change in the value of investment properties − 4,337 (5,451) 44 (1,611) (3,702) 9,775 12,399 8,401 14,911 12,941 8,549 Share of surpluses of associate 345 − − − − − Net surplus for the year 10,120 12,399 8,401 14,911 12,941 8,549 Distributions ($000) 6,471 12,796 13,340 9,353 13,659 10,730 Surplus/(deficit) retained by Group ($000) 3,304 (397) (4,939) 5,558 (718) (2,181) Distribution per unit $0.03785 $0.08480 $0.09320 $0.08660 $0.09420 $0.07400

SUMMARY STATEMENTS OF FINANCIAL POSITION $000 $000 $000 $000 $000 $000 Total assets 230,256 225,572 227,561 253,689 207,521 196,073 Total tangible assets 230,256 225,572 227,559 253,689 207,474 196,073 Total liabilities 67,530 86,939 88,531 109,720 69,110 56,935 Total unitholders’ funds 162,726 138,633 139,030 143,969 138,411 139,138 Number of units on issue (000s) 166,750 145,000 145,000 145,000 145,000 145,000 Net Tangible Asset backing per unit $0.976 $0.956 $0.959 $0.993 $0.954 $0.960

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 57 Financial information continued

Notes 1. Audited ﬁ nancial statements The summary financial statements in respect of the ten months ended 31 March 2000 and the years ended 31 March 2001, 2002, 2003 and 2004 have been taken from audited financial statements. The summary financial statements for the six months ended 30 September 2004 have been taken from unaudited financial statements. The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice.

2. Signiﬁ cant events (a) In 1999, MGP issued 145 million Units following a public offer, entered into loan facilities of $58.9 million, and acquired a portfolio of 14 properties (which includes the purchase of Vector House which settled in December 1999), which were given (at that time) a value of $199.7 million. (b) In July 2000, MGP purchased Panasonic House in Wellington for $9.9 million. (c) In August 2001, MGP purchased the Millennium Centre in Greenlane, Auckland for $42.6 million. (d) In June 2002, MGP sold the Sovereign Centre in Wellington for $16.9 million. (e) In December 2002, MGP sold the Trimble Navigation Building in Christchurch for $5 million. ( f ) In July 2003, MGP sold the Greenpark Office Park property in Auckland for $7 million. (g) In September 2003, MGP sold the BNZ Vincent Street property in Auckland for $8 million. (h) In December 2003, MGP was repositioned under the guidance and management of MGM. Under a series of agreements with Colonial First State Investments (NZ) Limited (“CFS”) and Sovereign Assurance Company Limited (“Sovereign”), MGQ acquired the shares in a successor to the then management company for MGP, Colonial First State Property (NZ) Limited from CFS for $5.8 million, and purchased 29 million Units in MGP (20% of all issued Units) from Sovereign for $27.6 million. In conjunction with these agreements, MGP changed its name from Colonial First State Property Trust to MGP. ( i ) In April 2004, MGP entered into the Co-ownership Agreement with MGQ under which MGP pooled its nine core properties (Nestlé Building, Millennium Centre, IBM Centre, BTI House, Vector House, Ricoh Building, Kodak Building, EDS Building and Windsor Court) with MGQ’s four New Zealand properties (Penrose Industrial Estate, Auckland Distribution Centre, The Gate Industry Park and Central Park Corporate Centre). The initial beneficial interests of MGP and MGQ in the Co-ownership Agreement were approximately 47% and 53% respectively. The different proportions of ownership arose as the aggregate book value of the properties contributed by MGQ was greater than that of the properties contributed by MGP. MGP retained a 100% interest in its three non-core properties (Unisys House, Panasonic House and South City Shopping Centre), which were excluded from the Co-ownership Agreement. MGPS, a wholly- owned subsidiary of MGQ, was appointed as property manager to manage the properties subject of the Co-ownership Agreement. The entry into the Co-ownership Agreement and the appointment of MGPS as property manager were approved by Unitholders at a meeting held on 23 March 2004. As the Co-ownership Agreement was unconditional on 31 March 2004, a deferred taxation charge of $3.8 million, relating to depreciation recovered on the sale of a 53% interest in in the core properties, was recorded in the statement of financial performance as taxation expense for the year ended 31 March 2004. Later in the month MGP sold Unisys House in Wellington for $44 million. Further information on the Co-ownership Agreement is set out in section 12.12. ( j ) In May 2004, MGP completed an institutional placement of 21.75 million new Units at $0.96 per Unit, raising $20.9 million. MGM did not participate in that placement, such that its holding after the placement represented 17.4% of all issued Units. Total Units on issue following this placement was 166,750,000 Units.

58 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 2. Signiﬁ s InFebruary2005,MGPreversed itsearlierdecisiontonotclaimdepreciation inrespect ofproperty (s) InJanuary2005,MGPpurchased from MGIa50%stakeintwobuildings(NormanEllisonCarpetsand (r) (q In December2004,MGP,) inconjunctionwithMGQundertheCo-OwnershipArrangement,entered intoa ( p) In December2004,theManagerintroduced adistributionreinvestment plan(“DRP”)forMGP. Underthe InNovember2004,MGP, inconjunctionwithMGQundertheCo-ownershipAgreement, purchased HSBC (o) Further, MGP, inconjunctionwithMGQunderthe Co-ownership Agreement,(n) purchased HPHouse,in (m) In September2004,MGPsoldSouthCityShoppingCentre inChristchurch for$40 million, realising again ( InAugust2004,MGPreceived aGST refund of$413,000. Thisamountrepresents GSTpaidontheprevious l ) ( InJune2004,MGPincreased itsinterest undertheCo-ownershipAgreement to50%bypurchasing k) amount. Theamountsreported abovehavenotbeenadjusted forthisamendment. surplus aftertaxby$528,000. Thecurrent taxliabilityas at30September2004washigherbythesame for thesixmonthsended30September 2004ishigherby$528,000whichhasresulted inalowernet calculation utilisedinprevious financialyears.Asaresult ofthischange,theincome taxexpenserecognised change toencourageoffshore investmentinMGP. Therevised treatment isconsistent withthemethodof payable toUnitholders,itwillresult inahighercashcomponentofthedistribution.MGP hasmadethis acquired on1April2004andsubsequentacquisitions.Whilethisdoesnotaffect thegross distribution depreciation onallinvestmentanddevelopmentproperties, whichincludesits50%share ofproperties acquisitions anddevelopmentsacquired from 1April2004.Asaresult MGPhaselectedtoclaimtax Recall) atTheGateIndustryParkinPenrose, Auckland,foratotalof$6.9 million. square metre warehouse distributionfacility(withexpansionrights). their optioninrespect ofa7.2hectare sitefollowingapre-commitment from LinfoxLogisticsfora29,500 renewable ground leasesare tobeentered into astheestateisdeveloped.MGPandMGQhaveexcercised Mangere, Aucklandforthe purposesofmarketinganddevelopment.Optional,individual20yearperpetually and MGQhaveacquired a sixyearlicencetooccupya34hectare greenfield siteatWestney IndustryParkin Development DeedwithWorkstore DevelopmentsLimited.UnderthetermsofDevelopmentDeed,MGP of theUnitsonissueatrecord dateforthedistribution. 17 December 2004.ThenumberofUnitsparticipatingintheDRPwas25,804,120whichequatesto15.47% the CorporateDirectory. Thefirstdistributioneligibletobereinvested undertheDRPwaspaidbyMGPon are setoutinabookletwhich isavailabletobeinspectedattheoffice ofMGNZ,attheaddress setoutin DRP toavoidtheriskofbreaching thelawsofanyothercountry. Thetermsandconditionsofthe DRP outside NewZealand(otherthanInstitutionsinAustralia)are excludedfrom theabilitytoparticipatein applying alloraspecifiedpartofdistributiondeclared byMGPandpayabletothem.Unitholdersresident DRP, Unitholdersresident inNewZealandandInstitutionsAustralia maysubscribeforadditionalUnitsby November 2005. land at606-612Great South Road,Penrose, Aucklandfor$3.1 million. Settlementisduetooccurin in conjunctionwithMGQundertheCo-OwnershipAgreement, entered intoanagreement topurchase Centre inAlbany, Aucklandfor$21.9 million. MGP’s share inthepurchase was$11 million.Further, MGP Harbour,Viaduct Aucklandfor$25.8 million. MGP’s share inthepurchase was $12.9 million. 2004. Thesaleincluded573-579ColomboStreet, Christchurch. on saleof$4.2 million inthestatementoffinancialperformanceforsixmonthsended30September months ended30 September 2004. the refund ithasbeenrecorded undersundryincomeinthestatementoffinancialperformanceforsix the amountwasavalidGSTinputandaccordingly theamountwasrefunded toMGP. Duetothesizeof Manager’s feewhichwasunclaimedasanGSTinput.TheInlandRevenueDepartmentconfirmedthat purchase was$17.2 million. 26.5 hectare developmentsiteatSavillLinkinOtahuhu,Aucklandfor$34.4 million. MGP’s share inthe three years.MGP, inconjunctionwithMGQundertheCo-ownershipAgreement, alsopurchased a Banking CorporationandCommonwealthBankofAustralia,eachworth$75 million andforatermof MGP’s share inthepurchase was$36 million. MGPalsoexecutedrevolving credit facilitieswithWestpac Co-ownership Agreement, purchased theFletcherHead Office inPenrose, Aucklandfor$72 million. a further3%interest from MGQfor$8.2 million. Further, MGP, inconjunctionwithMGQunderthe cant events INVESTMENT STATEMENT ANDPROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST MACQUARIEGOODMAN PROPERTY

SECTION 09 Financial information continued

3. Changes in accounting policies During the year ended 31 March 2002 the Group changed the following accounting policy:

Basis of providing for dividends As a result of the introduction of FRS5, dividends declared after balance date are no longer recognised as a liability and are not included in the financial statements. During the year ended 31 March 2004 the Group changed the following accounting policy:

Basis of valuation of investment properties Unrealised increases or decreases in the value of the investment portfolio are taken directly to the Statements of Financial Performance and subsequently transferred to the unrealised revaluation reserve. Previously the recognition of unrealised increases or decreases in the value of the investment portfolio were taken directly to the revaluation reserve except where there was a deficiency in the revaluation reserve, in which case the deficit was taken to the Statements of Financial Performance. As a result of changing this accounting policy, there has been no effect to the net surplus for the year ended 31 March 2004 as the revaluations in respect of that year would have offset previous devaluations that had already been taken to the Statements of Financial Performance. As well, the change in accounting policy does not change the summary of financial information in the previous years as only devaluation amounts were incurred in these years and consequently were taken through the Statements of Financial Performance.

4. Material change in activities Following the acquisition of Trust’s management company by MGQ in December 2003, the Trust changed its name from Colonial First State Property Trust to Macquarie Goodman Property Trust and was repositioned to invest in warehouse/distribution centres, industrial estates, business parks and office parks throughout New Zealand.

60 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST Net surplus / (deficit) fortheperiod neetadfnnecags Interest andfinancecharges eoeicm a 12,037 4 Income tax(expense) /credit before incometax Net operatingsurplus / (deficit) properties Gain / (loss) onrealisation ofinvestment noetx 10,120 investment properties Unrealised netchangeinthe valueof income tax Net operatingsurplus / (deficit) after ots ots ots 6months 30Sep03 30Sep04 6months 30Sep03 6months The StatementsofFinancialPerformanceare toberead inconjunctionwiththeNotestoFinancialStatementssetoutonpag 30Sep04 6months Unaudited Note$000 Unaudited $000 2 Total operatingincome For thesixmonthsended30September2004 Statements ofFinancialPerformance for thesixmonthsended30September2004 9.7 UnauditedfinancialstatementsfortheGroup andMGP group group trust trust oa prtn xess 3 Total operatingexpenses

INVESTMENT STATEMENT ANDPROSPECTUS 10,120 10,736 (1,887) (1,917) 4,175 9,749 (987) – 11,049 (3,026) (1,131) 5,950 6,684 5,950 9,918 (734) (208) – (353) (527) (353) 1,801 MACQUARIE GOODMAN PROPERTY TRUST MACQUARIEGOODMAN PROPERTY (2,328) (1,015) 2,816 174 − – es 65to79. (3,026) (1,088) 2,956 4,044 (47) (70) (47)

23 61 – –

SECTION 09 Financial information continued

Statements of Movements in Unitholders’ Funds

Revenue and expenses Net surplus /(deficit) for the period 10,120 5,950 (353) (47) Increase in subsidiary revaluation reserve – – 10,473 5,997 Total recognised revenue and expenses 10,120 5,950 10,120 5,950 Capital movements Placement of units 12 20,444 – 20,444 – Total capital movements 20,444 – 20,444 – Distributions to unitholders Distributions (6,471) (6,518) (6,471) (6,518) Total distributions to unitholders (6,471) (6,518) (6,471) (6,518) Movements in unitholders’ funds for the period 24,093 (568) 24,093 (568) Unitholders’ funds at the beginning of the period 138,633 139,030 138,633 139,030 Unitholders’ funds at the end of the period 162,726 138,462 162,726 138,462

The Statements of Movements in Unitholders’ Funds are to be read in conjunction with the Notes to the Financial Statements set out on pages 65 to 79.

62 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST o-urn ses Non-current assets netetpoete 6 Investment properties eeomn rpris 7 Development properties neteti soit 8 Investment inassociate Total current assets neteti usday 9 Investment insubsidiary dac osbiir 16 Advance tosubsidiary eerdtxto 4 Deferred taxation Total non-current assets o i ca JohnMaasland CHAIRMAN Hon JimMcLay For andonbehalfoftheBoard these statementsforissueon10November2004. The Board ofMacquarieGoodman(NZ)Limited,theManager Property Trust, authorised The StatementsofFinancialPositionare toberead inconjunctionwiththeNotestoFinancialStatementssetoutonpages EQUITY 30Sep03 30Sep04 30Sep03 30Sep04 LIABILITIES Unaudited Unaudited Note$000 $000 Cash anddeposits Current ASSETS As at30September2004 assets Statements ofFinancialPosition group group trust trust 10 November2004 Total assets etr n te ses 5 Debtors andotherassets ntodr’fns 12 Unitholders’ funds Current liabilities eauto eev 13 Revaluation reserve usdayrvlainrsre Subsidiary revaluation reserve rdtr 10 Creditors Total equity o-urn iblte 13 (accumulatedlosses) Retained earnings Non-current liabilities eerdtxto 4 Deferred taxation orwns 11 Borrowings Total non-current liabilities Total liabilities Net assets

INVESTMENT STATEMENT ANDPROSPECTUS DIRECTOR ANDCHAIRMAN, AUDITCOMMITTEE 197,406 225,728 230,256 162,726 161,754 162,726 17,979 10,343 62,000 62,000 67,530 4,528 2,507 2,021 5,530 1,965 (993) − – – – –

215,583 215,583 218,485 138,462 141,310 138,462 77,455 77,455 80,023 (2,848) 2,902 1,316 1,586 2,568 − – – – – – – –

MACQUARIE GOODMAN PROPERTY TRUST MACQUARIEGOODMAN PROPERTY 136,581 218,678 225,620 162,726 161,754 162,726 (41,053) 82,097 42,025 62,000 62,000 62,894 6,942 1,943 4,999 894 − − − – – –

65 to79. 153,805 216,848 217,384 138,462 141,310 138,462 (25,819) 63,043 22,971 77,455 77,455 78,922 1,467 536 523

13 63 − − − – – –

SECTION 09 Financial information continued

Statements of Cash Flows

For the six months ended 30 September 2004 Unaudited Unaudited Unaudited Unaudited group group trust trust 6 months 6 months 6 months 6 months 30 Sep 04 30 Sep 03 30 Sep 04 30 Sep 03 Note $000 $000 $000 $000 CASH FLOWS FROM/(APPLIED TO) OPERATING ACTIVITIES Cash was provided from: Net property income 9,486 11,005 − − Interest received 331 135 75 6 Other income 413 – 413 − 10,230 11,140 488 6 Cash was applied to: Operating expenses (819) (1,071) (88) (1,027) Interest paid (2,139) (3,138) (2,139) (3,138) Taxes (paid)/refunded (2,354) (366) (2,354) (366) (5,312) (4,575) (4,581) (4,531) Net cash inflow/(outflow) from operating activities 14 4,918 6,565 (4,093) (4,525) CASH FLOWS FROM INVESTING ACTIVITIES Disposal of investment properties 83,326 13,950 − − Acquisition of investment properties (64,301) (5,095) − − Acquisition of development properties (17,481) – − − Advances from subsidiary – – 10,241 19,088 Interest capitalised to development properties (448) − (448) − Other holding costs capitalised to development properties (50) − − − Net cash inflow from investing activities 1,046 8,855 9,793 19,088 CASH FLOWS APPLIED TO FINANCING ACTIVITIES Cash was provided from: Placement of Units 20,567 – 20,567 – Increase in borrowings 80,891 – 80,891 – 101,458 – 101,458 – Cash was applied to: Borrowings (98,746) (8,100) (98,746) (8,100) Distributions paid to Unitholders (6,471) (6,518) (6,471) (6,518) (105,217) (14,618) (105,217) (14,618) Net cash outflow from financing activities (3,759) (14,618) (3,759) (14,618) Net decrease in cash and deposits held 2,205 802 1,941 (55) Opening cash and deposits balance 302 514 2 68 Cash and deposits balance 2,507 1,316 1,943 13

The Statements of Cash Flows are to be read in conjunction with the Notes to the Financial Statements set out on pages 65 to 79.

64 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST . StatementofAccountingPolicies 1. Notes totheFinancialStatements (e) Revenue Recognition (d) Depreciation (c) Development Properties (b) Investment Properties ConsolidationofGroup Financial Statements (a) Accounting PoliciesAdopted been revalued andrecorded inthefinancialstatementsassetout( b) and(m)below. and financialpositiononanhistoricalcostbasisare followedbyMGPandGroup, exceptthatcertainassetshave The accountingprinciplesrecognised asappropriate forthemeasurement andreporting offinancialperformance Basis ofMeasurement The principalactivityoftheGroup istoinvestinreal estateinNewZealand. Principal BusinessActivity group financialstatementsofMGPare prepared inaccordance withtheFinancialReportingAct1993. Limited. MGPisanissuerforthepurposesofFinancialReportingAct1993.Thefinancialstatementsand First StateProperty Aggregated Limited)(“Subsidiary Company”)anditsassociate,AucklandBusinessPark consists ofMGP, itssubsidiarycompany, MacquarieGoodmanProperty Aggregated Limited(formerlyColonial which isaunittrustandwasestablishedon23April1999undertheUnitTrust Act1960.Thegroup (“Group”) The reporting entityisMacquarieGoodmanProperty Trust (“MGP”)(formerlyColonialFirstStateProperty Trust), Statutory BaseofReportingEntity basis when earned. basis whenearned. Additional rent appliestosomeleases.Revenueisrecognised basedonbusinessturnover onanaccrual Lease agreements withcustomersprovide forbasemonthlyrental chargesandrecovery ofcertainoutgoings. calculating thetaxcharge. into accountthestateofeachproperty atvaluationdate.However, taxdepreciation istakenintoaccountin No accountingdepreciation isprovided inrespect ofinvestmentproperties sincetheannualvaluationtakes practical completion. capitalised, whichincludesinterest, leasing,managementfeecostsandincentive uptothedateof projects atbalancedate.Aswellastheinitialcostofland,costsalsoincludedevelopment costs Development properties are recorded atcost andrepresent thecostsincurred inrelation toincomplete revaluation reserve, inwhichcasethedeficitwastakentoStatementsofFinancialPerformance. portfolio were takendirectly totheassetrevaluation reserve, exceptwhere there wasadeficiencyinthe accounting periodended31March 2003unrealised increases ordecreases inthevalueofinvestment the StatementsofFinancialPerformanceandsubsequentlytransferred totherevaluation reserve. Forthe on anannualbasis.Unrealised increases ordecreases inthevalueofinvestment portfolioare takento stated atnetcurrent value asdeterminedbyindependentregistered valuers(lessestimateddisposalcosts) Investment properties are recorded atcost(includingacquisitioncosts)andtheninsubsequentyears, the yearare includedinthe consolidatedstatementoffinancialperformancefrom thedateofacquisition. directly orindirectly hasasignificantbutnotcontrolling interest. Theresults oftheassociateacquired during same balancedateasMGP. MGP’s associate,AucklandBusinessParkLimited,isanentitywhichMGPeither date atwhichMGPwasentitledtoitsincome.TheSubsidiaryCompanyis100%ownedbyandhasthe financial statements,usingthepurchase methodofacquisition,from thedateofitsacquisition,whichis Subsidiary Company, whichrepresents theGroup. TheSubsidiaryCompanyhasbeenconsolidatedinthe The consolidatedfinancialstatementshavebeenprepared from thefinancialstatementsofMGPand INVESTMENT STATEMENT ANDPROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST MACQUARIEGOODMAN PROPERTY

SECTION 09 Financial information continued

Revenue on sale of investment properties is recognised when contracts for their sale become unconditional. Surplus or deficit on sale is determined as the difference between the net sale proceeds and the carrying amount. (f) Repairs and Maintenance Repairs and maintenance expenditure not recovered from customers is expensed as incurred. Capital expenditure, including lease fitouts for lease incentives, is capitalised to the cost of properties. (g) Leasing Commissions Leasing commissions are deferred and written off over the period of the lease. (h) Taxation MGP and the Subsidiary Company follow the liability method of accounting for deferred taxation. Other than stated below, the income taxation charge against the surplus for the period is the estimated liability in respect of that surplus after allowing for permanent differences. Tax effect accounting has been applied on a partial basis to timing differences. A debit balance in the deferred tax account, arising from timing differences or income tax benefits from tax losses, is only recognised if there is virtual certainty of realisation. No deferred tax liability is recognised in respect of tax depreciation timing differences where it is intended that ownership of the property will be maintained. Properties will be classified as intended for sale where the Manager and Trustee have approved their sale, or an offer is received that would warrant consideration of a sale, or an active sales programme has commenced to market the property for sale. (i) Debtors Debtors are stated at their net realisable value, net of non-recoverable amounts. (j) Cash and Deposits Bank deposits are stated at cost. (k) Financial Instruments Recognised Financial instruments recognised in the Statement of Financial Position include cash and bank balances, investments, receivables, creditors and borrowings. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item. Financial instruments, including derivatives, that are designated as hedges of specific items are recognised on the same basis as the underlying hedged items. Unrecognised The net differential paid or received on interest swaps is recognised as a component of interest charges over the period of the agreement. (l) Goods and Services Tax The statements of financial performance and statements of cash flows have been prepared so that all components are stated exclusive of GST. All items in the statements of financial position are stated net of GST, with the exception of receivables and payables, which include GST invoiced. (m) Investment in Subsidiary MGP’s investment in the Subsidiary Company is stated at the book value of the underlying net tangible assets at balance date, with movements accounted through a subsidiary revaluation reserve. (n) Unitholders Funds Costs associated with the issue of units are recognised as a reduction of the amount collected per unit.

66 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST ots ots ots 6months 30Sep03 30Sep04 6months 30Sep03 6months 30Sep04 6months 3. Operating Expenses $000 $000 Unaudited Unaudited 2. Operating Income group group trust trust Adts rie Audit services Auditor’s remuneration: expense recoveries Gross rental incomeandoperating There havebeennochangesinaccountingpolicies. Changes inAccountingPolicies Figures Comparative ( p) StatementsofCashFlows (o) Ohrs rie Other services Less: utmr’oeaigepne Customers’ operatingexpenses rse e n ibreet Trustee feeanddisbursements we’ prtn xess Owner’s operatingexpenses e etlicm Net rental income aae’ e Manager’s fee nr-ru iied eevd Intra-group dividendsreceived te prtn xess Other operatingexpenses hr fsrlsso soit Share ofsurplusesassociate

neetrcie Interest received

te noe Other income Interest received – Intercompany

financial statements. Where necessarycomparativefigures havebeenadjusted toconformwithchangesinpresentation inthe “operatingactivities”includealltransactionsandothereventsthatare notinvestingorfinancingactivities. – – – “cash”isconsidered tobecashonhandandcurrent accountsinbanks,netofbankoverdrafts; – The followingare thedefinitionsoftermsusedinStatementsCashFlows: structure ofMGPandtheSubsidiaryCompany, includingbothdebtandequity; “financing activities”are thoseactivitieswhichresult in changesthesizeandcompositionofcapital and securityinvestments; “investing activities”are thoseactivitiesrelating toacquisition, holdinganddisposalofproperty investments INVESTMENT STATEMENT ANDPROSPECTUS 12,241 10,736 (2,292) 9,647 (302) 760 153 345 987 331 413 45 29 – – –

14,038 10,914 11,049 (2,734) 1,131 (390) 787 289 135 22 33 – – – – –

MACQUARIE GOODMAN PROPERTY TRUST MACQUARIEGOODMAN PROPERTY 1,015 2,328 2,816 760 186 413 40 29 75 − – – – – – –

1,088 4,038 4,044 787 251

17 33 67 − 6 – – – – – – –

SECTION 09 Financial information continued

4. Income Tax Expense Unaudited Unaudited Unaudited Unaudited group group trust trust 6 months 6 months 6 months 6 months 30 Sep 04 30 Sep 03 30 Sep 04 30 Sep 03 $000 $000 $000 $000 ( i ) INCOME TAX EXPENSE Net surplus / (deficit) before income tax 12,037 6,684 (527) (70) Prima facie tax at 33% 3,973 2,206 (174) (23) Adjustment for tax effect of: Permanent differences: Non-taxable income – – – – Non-deductible expenses 6 11 – – Gain / (Loss) on disposal (1,421) – – – Holding costs capitalised (164) – – – Depreciation (476) (1,483) – – Income tax expense as per the Statements of Financial Performance 1,917 734 (174) (23) Taxation charge represented by: Current tax 1,917 734 (174) (23) Deferred tax – – – – 1,917 734 (174) (23)

Due to the impending introduction of International Financial Reporting Standards (“IFRS”) in New Zealand and the effect that they will have on the way that MGP accounts for deferred tax, MGP has elected to not claim depreciation in respect of property acquisitions and developments acquired from 1 April 2004. As explained under the heading “Deferred tax liability / (asset)” below and in Note 1(h), MGP currently applies the partial method of accounting for deferred tax. The requirements for recognising deferred tax under IFRS are significantly different from current New Zealand Generally Accepted Accounting Practice and do not allow the partial method of deferred tax to be applied. Under IFRS, the deferred tax on all temporary differences must be recognised in the financial statements. As a result of MGP not electing to claim depreciation on newly acquired properties from 1 April 2004, MGP will pay additional tax with a corresponding increase in the amount of imputation credits. Subsequent to the authorisation of these financial statements, the election to not claim tax depreciation in respect of property acquisitions and developments acquired from 1 April 2004 was reversed. Refer to Note 19 for further details.

( ii ) DEFERRED TAX LIABILITY / (ASSET) Unaudited Unaudited Unaudited Unaudited group group trust trust 30 Sep 04 30 Sep 03 30 Sep 04 30 Sep 03 $000 $000 $000 $000

Balance at the beginning of the period 3,833 – – – Deferred taxation crystallised during the period (3,833) – – – Balance at the end of the period – – – –

As explained in Note 1(h), MGP applies the partial method of accounting to timing differences. Tax depreciation is claimed but no deferred tax liability is recognised in respect of tax depreciation timing differences where it is intended that ownership of the property will be maintained. The total taxation liability that would arise if all properties were sold at current carrying values is $4,445,000 (September 2003: $11,155,000). The tax losses generated by MGP in the current period have been offset against the Group’s tax position.

68 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 09

Unaudited Unaudited trust trust 30 Sep 04 30 Sep 03 $000 $000 ( iii ) IMPUTATION CREDIT MEMORANDUM ACCOUNT Balance at the beginning of the period 255 366 Movements for the period: Income tax and RWT paid – – Provisional tax paid 2,200 430 Imputation credits paid (2,014) (738) Balance at the end of the period 441 58

5. Debtors and Other Assets Unaudited Unaudited Unaudited Unaudited group group trust trust 30 Sep 04 30 Sep 03 30 Sep 04 30 Sep 03 $000 $000 $000 $000

Trade debtors 1,498 1,544 – − Other debtors 523 43 – 41 Current tax asset – – 4,999 482 2,021 1,586 4,999 523

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 69 Financial information continued

6. Investment Properties Unaudited Unaudited group group 30 Sep 04 30 Sep 03 $000 $000

Core Properties 1 Fletcher Head Office, Penrose 36,475 – Central Park Corporate Centre, Greenlane 2 27,843 – The Gate Industry Park, Penrose 2 23,976 – Millennium Centre, Greenlane 2 21,583 43,601 Penrose Industrial Estate, Penrose 2 16,941 – HP House, Auckland 13,031 – IBM Centre, Auckland 2 10,525 21,780 BTI House, Newmarket 2 8,425 16,731 Public Trust House, Newmarket 2 8,053 15,692 Kodak Building, Parnell 2 4,110 6,138 Nestlé Building, Wiri, Manukau 2 3,982 7,821 Ricoh Building, Parnell 2 3,778 6,533 Windsor Court, Parnell 2 3,402 5,495 EDS Building, Mt Wellington 2 2,879 5,841 185,003 129,632 Non-core Properties Panasonic House, Wellington 2 12,403 11,793 Unisys House, Wellington – 40,612 South City Shopping Centre, Christchurch – 29,121 Trimble Navigation, Christchurch – 4,425 12,403 85,951 Total net current value of investment properties 197,406 215,583

1 Pursuant to a resolution passed by unitholders at a general meeting held on 23 March 2004, 53% of MGP’s core properties were transferred to Macquarie Goodman Industrial Trust (“MGI”) on 1 April 2004, in consideration of MGI transferring 47% of the beneficial interest in each of its New Zealand properties as detailed in the Explanatory Memorandum dated 8 March 2004. On 4 June 2004, MGP paid a further $8.2 million to MGI thereby bringing its beneficial interest in the core properties to 50%. 2 Valued by DTZ New Zealand as at March 2004.

7. Development Properties Unaudited Unaudited Unaudited Unaudited group group trust trust 30 Sep 04 30 Sep 03 30 Sep 04 30 Sep 03 $000 $000 $000 $000

Savill Link, Otahuhu Land cost 17,228 – – – Cost of improvements 253 – – – Interest capitalised 448 – – – Other holding costs 50 – – – 17,979 – – –

70 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 09

8. Investment in Associate Unaudited Unaudited Unaudited Unaudited group group trust trust 30 Sep 04 30 Sep 03 30 Sep 04 30 Sep 03 $000 $000 $000 $000

Results of Associate Share of surpluses before income tax 173 – – – Income tax credit 172 – – – Share of operating surpluses 345 – – – Other recognised surpluses and deficits – – – – Total recognised revenue and expenses 345 – – – Interest in Associate Carrying value at beginning of period – – – – Associate acquired at beginning of period 5,210 – – – Share of total recognised revenue and expenses 345 – – – Carrying value at end of period 5,555 – – – Advance to associate 4,788 – – – 10,343 – – –

MGP holds a 50% interest in Auckland Business Park Limited (“ABP”) which was acquired from MGI on 1 April 2004 as a result of the transaction approved by unitholders at the general meeting held on 23 March 2004. ABP’s balance date is 31 March and its sole asset is the property known as the Auckland Distribution Centre situated in Manukau, Auckland.

9. Investment in Subsidiary Unaudited Unaudited Unaudited Unaudited group group trust trust 30 Sep 04 30 Sep 03 30 Sep 04 30 Sep 03 $000 $000 $000 $000

Investment in Macquarie Goodman Property Aggregated Limited − – 82,097 63,043 – – 82,097 63,043

The Subsidiary Company is 100% owned by MGP and has the same balance date.

10. Creditors Unaudited Unaudited Unaudited Unaudited group group trust trust 30 Sep 04 30 Sep 03 30 Sep 04 30 Sep 03 $000 $000 $000 $000

Other creditors 1,268 1,468 894 1,467 Trade creditors 852 826 – – Current taxation payable 3,410 274 – – 5,530 2,568 894 1,467

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 71 Financial information continued

11. Borrowings Unaudited Unaudited Unaudited Unaudited group group trust trust 30 Sep 04 30 Sep 03 30 Sep 04 30 Sep 03 $000 $000 $000 $000

Secured Bank Debt 62,000 77,455 62,000 77,455

The revolving credit facilities of $64,800,000 provided by Westpac and $15,800,000 by ASB were repaid on 11 June 2004. On 9 June 2004 new revolving credit facilities totaling $150 million have been provided by Westpac and Commonwealth Bank of Australia for $75,000,000 respectively. The new facilities are for terms of 3 years, with an option by the Group to extend the terms by a further 12 months on the anniversary of the date that the loan agreements were entered into. The facilities are secured over the assets and undertakings of Macquarie Goodman Property Aggregated Limited. In addition the Group has given a negative pledge which provides that it will not create or permit any security interest over its assets. Further negative and positive undertakings have been given as to the nature and conduct of the Group’s business. One of the principal negative undertakings is to ensure the following financial ratios are met: (a) The ratio of earnings before interest and tax to interest expense is not less than 2.7 times for the 12 month periods ending on each of 31 March and 30 September. (b) Total financial indebtedness does not exceed 45% of the value of the property portfolio. (c) Total liabilities do not exceed 45% of the total assets. (d) Unitholders funds will be not less than $120 million. (e) The weighted average of the unexpired term of all leases will be greater than 3 years.

12. Unitholders’ Funds Unaudited Trust and Group 30 Sep 04 30 Sep 04 30 Sep 03 30 Sep 03 No. of units Value No. of units Value 000 $000 000 $000

Balance of units at beginning of the period 145,000 141,310 145,000 141,310 Placement of units on 10 May 2004 21,750 20,444 – – Balance of units at end of the period 166,750 161,754 145,000 141,310

Pursuant to listing rule 7.12.1, on 10 May 2004, 21,750,000 units were placed at a price of $0.96 per unit. Costs in respect of the issue of these units were $436,000.

72 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 09

13. Reserves Unaudited Unaudited Unaudited Unaudited group group trust trust 30 Sep 04 30 Sep 03 30 Sep 04 30 Sep 03 $000 $000 $000 $000

(a) Retained Earnings / (Accumulated Losses) Balance at the beginning of the period (5,212) (2,280) (34,229) (19,254) Net surplus for the period 10,120 5,950 (353) (47) Transfer to revaluation reserve 3,528 – – – Distributions (6,471) (6,518) (6,471) (6,518) Balance at the end of the period 1,965 (2,848) (41,053) (25,819)

Comprised of: ACCUMULATED OPERATING EARNINGS Accumulated operating earnings at the beginning of the period 3,698 8,695 (34,229) (19,254) Net operating surplus / (deficit) after income tax 10,120 5,950 (353) (47) Transfer of gains / (losses) on realisation of properties (4,175) 208 – – Distributions (6,471) (6,518) (6,471) (6,518) Accumulated operating earnings at the end of the period 3,172 8,335 (41,053) (25,819) ACCUMULATED GAINS / (LOSSES) ON ASSET REALISATION Accumulated gains / (losses) on asset realisation at the beginning of the period (8,910) (4,643) – – Gains / (losses) on realisation of properties 7,703 (208) – – Transfer of unrealised devaluation on realisation of properties – (2,054) – – Accumulated gains / (losses) on asset realisation at the end of the period (1,207) (6,905) – – ACCUMULATED UNREALISED DEVALUATION OF PROPERTY Accumulated unrealised devaluation of property at the beginning of the period – (6,332) – – Net revaluations / (devaluations) – – – – Transfer of loss on realisation of properties – 2,054 – – Transfer to revaluation reserve – – – – Accumulated unrealised devaluation of property at the end of the period – (4,278) – –

(b) Revaluation Reserve Balance at the beginning of the period 2,535 – – – Transfer of unrealised revaluation / (devaluation) on realisation of properties (3,528) – – – Balance at the end of the period (993) – – –

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 73 Financial information continued

14. Reconciliation of Net Operating Surplus with Net Cash Flows from Operating Activities Unaudited Unaudited Unaudited Unaudited group group trust trust 30 Sep 04 30 Sep 03 30 Sep 04 30 Sep 03 $000 $000 $000 $000

Net operating surplus / (deficit) after taxation 10,120 5,950 (353) (47) Non-cash items Share of surpluses retained by associate (345) – – – Deferred tax – (2) – – (345) (2) – – Movements in working capital Trade creditors (358) 20 – – Creditors (377) 49 167 (51) Trade debtors 20 (38) – – Other debtors (92) (67) 191 – Current tax asset (423) (302) (2,531) (389) (1,230) (338) (2,173) (440) Items classified as investing activities Loss / (gain) on sale of property (4,175) 208 – – Movement in accrued capital expenditure – 247 – – Movement in advance to subsidiary – – (1,567) (4,038) Movement in deposit on sale of property 548 500 – – (3,627) 955 (1,567) (4,038) Net cash flows from operating activities 4,918 6,565 (4,093) (4,525)

15. Related Party Transactions MGP is managed by Macquarie Goodman (NZ) Limited (“MGNZ”), a subsidiary of Macquarie Goodman Management Limited (“MGM”), incorporated in New South Wales, Australia. Properties owned by MGP are managed by Macquarie Goodman Property Services (NZ) Limited “MGPSNZ”), a subsidiary of MGM. For the six months ended 30 September 2004, the following related party transactions occurred: – management fees of $800,549 were paid to MGNZ during the period (30 September 2003: Nil). These payments were in accordance with the Trust Deed. At 30 September 2004, $122,000 was owing to MGNZ (30 September 2003: Nil). No reimbursements of expenses were made to MGNZ (30 September 2003; Nil ); – property service fees of $1,008,426 were paid to MGPSNZ during the period (30 September 2003: Nil ). These payments were in accordance with the property services agreement approved by unitholders at a General Meeting held on 23 March 2004. At 30 September 2004, $67,000 was owing to MGPSNZ (30 September 2003: Nil). No reimbursements of expenses were made to MGPSNZ (30 September 2003; Nil). A significant portion of these fees are paid by customers; – financial advisory fees of $650,000 were paid to Macquarie New Zealand Limited (a subsidiary of Macquarie Bank Limited which is a shareholder of MGM) in respect of the transactions approved by unit holders at the general meeting held on 23 March 2004; and – an underwriting fee of $313,200 was paid to Macquarie New Zealand Limited in respect of the 21,750,000 units placed on 10 May 2004. As at 30 September 2004, MGM held 29,000,000 units in MGP (30 September 2003: Nil ).

74 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 09

As mentioned in note 6, pursuant to a resolution passed by unitholders at a general meeting held on 23 March 2004, 53% of MGP’s core properties were transferred to Macquarie Goodman Industrial Trust (“MGI”) on 1 April 2004, in consideration of MGI transferring 47% of the beneficial interest in each of its New Zealand properties as detailed in the Explanatory Memorandum dated 8 March 2004. On 4 June 2004, MGP paid a further $8.2 million to MGI thereby bringing its beneficial interest in the co-owned properties to 50%. The previous manager of MGP was Colonial First State Property (NZ) Limited, a subsidiary of Colonial First State Investments (NZ) Limited, and the ultimate parent company is Commonwealth Bank of Australia, incorporated in New South Wales, Australia For the six months ending 30 September 2003, the following related party transactions with subsidiary companies within the Commonwealth Bank of Australia group occurred: – Management fees of $787,000 were paid to Colonial First State Property (NZ) Limited. These payment were in accordance with the Trust Deed; and – ASB Bank provided finance by way of a revolving credit facility to MGP. The interest paid in relation to that finance was $659,000.

16. Advance to the Subsidiary Company An advance was made by MGP to the Subsidiary Company to finance the purchase of the investment properties at the time MGP and the Subsidiary Company were set-up. The advance is unsecured. From the 1 April 2004 interest is charged on the advance to the Subsidiary Company. Other payments made on behalf of the Subsidiary Company by MGP include GST and provisional tax. The Subsidiary Company makes dividend and management fee payments to MGP.

17. Segmental Information MGP operates in the New Zealand property industry.

18. Contingent Liabilities and Capital Commitments There were no material contingent liabilities at 30 September 2004 (at 30 September 2003: Nil). There were no material capital commitments at 30 September 2004 (30 September 2003: Nil).

19. Events Subsequent to Balance Date On 3 September 2004 MGP announced that under the co-ownership agreement with MGI, the co-owners were to acquire HSBC Centre for $21.9 million. The agreement was conditional on Overseas Investment Commission approval which was received on 29 October 2004. MGP’s share under the co-ownership agreement was $10.95 million. Settlement of the property took place on 5 November 2004. At a Board meeting held on 10 November 2004, the Board approved the payment of a distribution to unitholders. This payment, comprised 1.89275 cents per unit (cpu) and imputation credits of 0.932253 cpu, was paid on 17 December 2004. In December 2004, MGP, in conjunction with MGI under the Co-Ownership Arrangement, entered into a Development Deed with Workstore Developments Limited. Under the terms of the Development Deed MGP and MGI have acquired a six year license to occupy a 34 hectare greenfield site at Westney Road, Manukau for the purposes of marketing and development. Optional, individual 20 year perpetually renewable ground leases are to be entered into as the estate is developed. A ground lease in respect of 29,500 square metres has been entered into for the Linfox warehouse distribution facility. In January 2005, MGP purchased from MGI a 50% stake in two buildings at The Gate Industry Park in Auckland, for a total of $6.9 million.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 75 Financial information continued

In February 2005, MGP reversed its earlier decision to not claim depreciation in respect of property acquisitions and developments acquired from 1 April 2004. As a result MGP has elected to claim tax depreciation on all investment and development properties, which includes its 50% share of properties acquired on 1 April 2004 and subsequent acquisitions. While this does not affect the gross distribution payable to Unitholders, it will result in a higher cash component of the distribution. MGP has made this change to encourage offshore investment in MGP. The revised treatment is consistent with the method of calculation utilised in previous financial years. As a result of this change, the income tax expense recognised for the six months ended 30 September 2004 is higher by $528,000 which has resulted in a lower net surplus after tax by $528,000. The current tax liability as at 30 September 2004 was higher by the same amount. The amounts reported above have not been adjusted for this amendment. Summarised below is a proforma statement of financial performance and statement of financial position on the basis that tax depreciation had been claimed for the six months ended 30 September 2004. (i) Pro forma statement of ﬁ nancial performance for the six months ended 30 September 2004.

Pro forma Actual group group $000 $000

Net operating surplus/(deficit) before income tax 12,037 12,037 Income tax expense (1,389) (1,917) Net operating surplus/(deficit) after income tax 10,648 10,120

(ii) Pro forma statement of ﬁ nancial position as at 30 September 2004.

Pro forma Actual group group $000 $000

Total assets 230,256 230,256 Total liabilities 67,002 67,530 Net assets 163,254 162,726 Total equity 163,254 162,726

20. Financial Risks The following material financial assets and liabilities that potentially subject the MGP and the Subsidiary Company to financial risk have been recognised in the financial statements:

Unaudited Unaudited Unaudited Unaudited group group trust trust 30 Sep 04 30 Sep 03 30 Sep 04 30 Sep 03 $000 $000 $000 $000

Cash and deposits 2,507 1,316 1,943 13 Trade debtors 1,498 1,544 – – Other debtors 523 43 – 41 Tax asset – – 4,999 482 Trade creditors (1,268) (1,468) (894) (1,467) Other creditors (852) (826) – – Tax provision (3,410) (274) – – Borrowings (62,000) (77,455) (62,000) (77,455) Net carrying amount of recognised ﬁ nancial instruments (63,002) (77,120) (55,952) (78,386)

76 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 09

Credit Risk In the normal course of business, MGP and the Subsidiary Company incur credit risk from debtors and transactions with financial institutions. The risk is managed with a credit policy that monitors exposures and ensures that MGP and the Subsidiary Company do not have concentrations of credit risk.

Currency Risk MGP and the Subsidiary Company have no exposure to currency risk as there are no amounts receivable or payable in foreign currencies.

Interest Rate Risk Policies MGP is subject to an interest rate management risk policy adopted by the Manager. The objectives of MGP’s interest rate risk management process are to: – ensure that MGP’s interest cost outcomes are acceptable in every financial year; and – endeavour to achieve a competitive advantage and / or prudently manage perceived risks arising from possible future movements in market interest rates. MGP uses interest rate swaps to manage its interest rate risk. Unrecognised balances The notional principal or contract amounts of interest rate contracts at 30 September 2004 are:

Unaudited Unaudited Unaudited Unaudited group group trust trust 30 Sep 04 30 Sep 03 30 Sep 04 30 Sep 03 $000 $000 $000 $000

Interest rate swaps 40,000 – 40,000 –

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 77 Financial information continued

Pricing Proﬁ le The following table identifies the periods in which interest rates are subject to review on interest bearing financial assets and liabilities and provides the current weighted average interest rate for each item. Debtors and creditors have not been included in the table as they are not interest rate sensitive.

Effective 0 to 1 1 to 5 More than interest rate year years 5 years GROUP % pa $000 $000 $000 Repricing profile 2004 (Unaudited) Financial assets Cash – 346 – – Deposits 3.65 2,161 – – Financial liabilities Bank debt facilities (floating rate) 6.84 (62,000) – – Off balance sheet instruments Interest rate swaps 6.55 (40,000) 40,000 – Interest repricing gap (19,493) 40,000 –

Repricing Profile 2003 (Unaudited) Financial assets Cash – 194 – – Deposits 5.75 1,122 – – Financial liabilities Bank debt facilities (floating rate) 5.56 (13,400) – – Bank debt facilities (fixed rate) 6.84 (64,055) – – Off balance sheet instruments Interest rate swaps – – – – Interest repricing gap (76,139) – –

TRUST Repricing profile 2004 (Unaudited) Financial assets Cash – 140 – – Deposits 3.65 1,803 – – Advances to Subsidiary Company 1.70 – – 136,581 Financial liabilities Bank debt facilities (floating rate) 6.84 (62,000) – – Off balance sheet instruments Interest rate swaps 6.55 (40,000) 40,000 – Interest repricing gap (20,197) 40,000 136,581

Repricing profile 2003 (Unaudited) Financial assets Cash – 13 – – Deposits 5.75 – – – Advances to Subsidiary Company – – – 153,805 Financial liabilities Bank debt facilities (floating rate) 5.56 (13,400) – – Bank debt facilities (fixed rate) 6.84 (64,055) – – Off balance sheet instruments Interest rate swaps – – – – Interest repricing gap (77,442) – 153,805

78 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 09

Fair Values The carrying values of all on-balance sheet financial instruments approximate their estimated fair value. The fair value of the interest rate swaps as at 30 September 2004 were $301,744 (30 September 2003: Nil)

Liquidity Risk MGP and the Subsidiary Company have a credit facility with Westpac of $75,000,000 (30 September 2003: $64,055,000). At 30 September 2004 $31,000,000 had been drawn down (30 September 2003: $64,055,000). MGP and the Subsidiary Company have a credit facility with Commonwealth Bank of Australia of $75,000,000 (30 September 2003: Nil ). At 30 September 2004 $31,000,000 had been drawn down (30 September 2003: Nil ). At 30 September 2003 MGP and the Subsidiary had a credit facility with ASB Bank of $15,800,000. At 30 September 2003, $13,400,000 had been drawn down.

21. Additional Information (i) MGP terminates on the earlier of: – the 80th anniversary of the day MGP commenced, less one day; or – the date appointed by the Manager giving not less than three months’ written notice to the Unitholders and the Trustee; or – the date on which MGP is terminated under the Trust Deed or by operation of law. (ii) The previous manager, CFSP, managed MGP for the period from the inception of the Trust on 23 April 1999 to 23 December 2003. (iii) MGNZ’s ultimate parent entity, Macquarie Goodman Management Limited, held 29 million units as at 30 September 2004 (30 September 2003: Nil). Entities related to the previous manager of MGP, CFSP, held 77,220,900 units at 30 September 2003. (iv) The net tangible asset backing per unit of MGP as at 30 September 2004 was 97.59 cents (30 September 2003: 95.49 cents). (v) The net operating surplus after tax per unit of MGP for the period ended 30 September 2004 was 6.07 cents (30 September 2003: 4.10 cents). (vi) The Manager is entitled to be paid monthly in arrears a management fee of 0.70% per annum (plus GST) of the book value of the gross assets of MGP. The book value of MGP’s assets will be determined by reference to MGP’s most recently audited Statement of Financial Position, but will be recalculated monthly to reflect changes in the value of MGP’s assets as a result of acquisition or sale of properties during a financial year.

22. Trustee Information The Trustee of MGP is Perpetual Trust Limited. In accordance with the Trust Deed, the Trustee will receive from MGP a fee agreed with the Manager. This fee has initially been set at 0.03% per annum of the total assets of MGP, subject to a maximum annual fee of $60,000 (plus GST), payable semi-annually in arrears. If the total assets of MGP exceed $250 million, the Manager and the Trustee will review the trustee fee arrangements.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 79 Financial information continued

9.8 Audited financial statements of the Group and MGP for the year ended 31 March 2004

Statements of Financial Performance

For the year ended 31 March 2004 Group Group Trust Trust 2004 2003 2004 2003 Note $000 $000 $000 $000

Total operating income 2 21,114 25,131 4,789 13,711 Total operating expenses 3 (2,240) (2,346) (2,152) (2,196) 18,874 22,785 2,637 11,515 Interest and finance charges (5,829) (6,593) (5,829) (6,593) Gain/(loss) on realisation of investment properties 263 (256) – – Net operating surplus before income tax 13,308 15,936 (3,192) 4,922 Taxation expense 4 (5,246) (2,084) 1,013 (273) Net operating surplus/(deficit) after income tax 8,062 13,852 (2,179) 4,649 Unrealised net change in the value of investment properties 6 4,337 (5,451) – – Net surplus/(deficit) for the year 12,399 8,401 (2,179) 4,649

The Statements of Financial Performance are to be read in conjunction with the Notes to the Financial Statements set out on pages 84 to 96.

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Statements of Movements in Unitholders’ Funds

For the year ended 31 March 2004 Group Group Trust Trust 2004 2003 2004 2003 $000 $000 $000 $000

Net surplus/(deficit) for the year 12,399 8,401 (2,179) 4,649 Increase in subsidiary revaluation reserve – – 14,578 3,752

Total recognised revenue and expenses 12,399 8,401 12,399 8,401 Distributions to Unitholders Distributions (12,796) (13,340) (12,796) (13,340)

Total distributions to Unitholders (12,796) (13,340) (12,796) (13,340) Movements in Unitholders’ funds for the year (397) (4,939) (397) (4,939) Unitholders’ funds at the beginning of year 139,030 143,969 139,030 143,969

Unitholders’ funds at the end of year 138,633 139,030 138,633 139,030

The Statements of Movements in Unitholders’ Funds are to be read in conjunction with the Notes to the Financial Statements set out on pages 84 to 96.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 81 Financial information continued

Statements of Financial Position

As at 31 March 2004 Group Group Trust Trust Note 2004 2003 2004 2003 $000 $000 $000 $000 ASSETS Current assets Cash and deposits 302 514 2 68 Debtors and other assets 5 45,951 1,672 2,466 1,893 Property intended for sale 6 35,323 – – – Total current assets 81,576 2,186 2,468 1,961 Non-current assets Investment properties 6 143,996 225,373 – – Investment in subsidiary 7 – – 71,625 57,046 Advances to subsidiary 14 – – 145,793 167,121 Deferred taxation 4 – 2 – – Total non-current assets 143,996 225,375 217,418 224,167 Total assets 225,572 227,561 219,886 226,128

LIABILITIES Current liabilities Creditors 8 3,251 2,976 1,398 1,543 Non-current liabilities Deferred taxation 4 3,833 – – – Borrowings 9 79,855 85,555 79,855 85,555 Total non-current liabilities 83,688 85,555 79,855 85,555 Total liabilities 86,939 88,531 81,253 87,098 Net assets 138,633 139,030 138,633 139,030

EQUITY Unitholders’ funds 10 141,310 141,310 141,310 141,310 Retained earnings (accumulated losses) 11 (5,212) (2,280) (34,229) (19,254) Revaluation reserve 11 2,535 – – – Subsidiary revaluation reserve – – 31,552 16,974 Total equity 138,633 139,030 138,633 139,030

The Statements of Financial Position are to be read in conjunction with the Notes to the Financial Statements set out on pages 84 to 96. The Board of Macquarie Goodman (NZ) Limited, the Manager of Macquarie Goodman Property Trust, authorised these statements for issue on 11 May 2004. For and on behalf of the Board

Hon Jim McLay John Maasland CHAIRMAN DIRECTOR AND CHAIRMAN, AUDIT COMMITTEE 11 May 2004

82 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTIONSECTION 09

Statements of Cash Flows

For the year ended 31 March 2004 Group Group Trust Trust Note 2004 2003 2004 2003 $000 $000 $000 $000

CASH FLOWS FROM/(APPLIED TO) OPERATING ACTIVITIES Cash was provided from: Net property income 20,785 24,496 – – Intra-group dividends received – – – 13,000 Interest received 185 179 6 23 Other income – – – 688 20,970 24,675 6 13,711 Cash was applied to: Operating expenses (1,958) (2,606) (2,055) (2,395) Interest paid (6,038) (7,011) (6,037) (7,011) Taxes (paid)/refunded (1,556) (1,576) (1,425) (1,650) (9,552) (11,193) (9,517) (11,056) Net cash inflow/(outflow) from operating activities 12 11,418 13,482 (9,511) 2,655 CASH FLOWS FROM/(APPLIED TO) INVESTING ACTIVITIES Disposal of investment properties 13,844 19,517 – – Acquisition of investment properties (6,978) – – – Advances from subsidiary – – 27,941 31,759 Net cash inflow from investing activities 6,866 19,517 27,941 31,759 CASH FLOWS APPLIED TO FINANCING ACTIVITIES Cash was applied to: Borrowings (5,700) (21,100) (5,700) (21,100) Distributions paid to Unitholders (12,796) (13,340) (12,796) (13,340) Net cash outflow from financing activities (18,496) (34,440) (18,496) (34,440) Net decrease in cash and deposits held (212) (1,439) (66) (26) Opening cash and deposits balance 514 1,953 68 94 Cash and deposits balance 302 514 2 68

The Statements of Cash Flows are to be read in conjunction with the Notes to the Financial Statements set out on pages 84 to 96.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 83 Financial information continued

Notes to the Financial Statements

1. Statement of Accounting Policies Statutory Base of Reporting Entity The reporting entity is Macquarie Goodman Property Trust (“MGP”) (formerly Colonial First State Property Trust), which is a unit trust and was established on 23 April 1999 under the Unit Trust Act 1960. The Group consists of MGP and its subsidiary company, Macquarie Goodman Property Aggregated Limited (formerly Colonial First State Property Aggregated Limited) (“Subsidiary Company”). MGP is an issuer for the purposes of the Financial Reporting Act 1993. The financial statements and group financial statements of MGP are prepared in accordance with the Financial Reporting Act 1993.

Principal Business Activity The principal activity of MGP and the Subsidiary Company is to invest in real estate in New Zealand.

Basis of Measurement The accounting principles recognised as appropriate for the measurement and reporting of financial performance and financial position on an historical cost basis are followed by the Trust and Group, except-that certain assets have been revalued and recorded in the financial statements as set out in (b) and (l) below.

Accounting Policies Adopted (a) Consolidation of Group Financial Statements The consolidated financial statements have been prepared from the financial statements of MGP and the Subsidiary Company, which represent the Group. The Subsidiary Company has been consolidated in the financial statements, using the purchase method of acquisition, from the date of its acquisition, which is the date at which MGP was entitled to its income. The Subsidiary Company is 100% owned by MGP and has the same balance date as MGP. (b) Investment Properties Investment properties are recorded at cost (including acquisition costs) and then in subsequent years, stated at net current value as determined by independent registered valuers (less estimated disposal costs) on an annual basis. Unrealised increases or decreases in the value of the investment portfolio are taken to the Statements of Financial Performance. In the previous year unrealised increases or decreases in the value of the investment portfolio were taken directly to the asset revaluation reserve except where there was a deficiency in the revaluation reserve, in which case the deficit was taken to the Statements of Financial Performance. (c) Depreciation No accounting depreciation is provided in respect of investment properties since the annual valuation takes into account the state of each property at valuation date. However, tax depreciation is taken into account in calculating the tax charge. (d) Revenue Recognition Lease agreements with customers provide for base monthly rental charges and recovery of certain outgoings. Additional rent based on business turnover applies to some leases. Revenue is recognised on an accrual basis when earned. Revenue on sale of investment properties is recognised when contracts for their sale become unconditional. Surplus or deficit on sale is determined as the difference between the net sale proceeds and the carrying amount. (e) Repairs and Maintenance Repairs and maintenance expenditure not recovered from customers is expensed as incurred. Capital expenditure, including lease fitouts for lease incentives, is capitalised to the cost of properties.

84 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTIONSECTION 09

(f) Leasing Commissions Leasing commissions are deferred and written off over the period of the lease. (g) Taxation MGP and the Subsidiary Company follow the liability method of accounting for deferred taxation. Other than stated below, the income taxation charge against the surplus for the year is the estimated liability in respect of that surplus after allowing for permanent differences. Tax effect accounting has been applied on a partial basis to timing differences. A debit balance in the deferred tax account, arising from timing differences or income tax benefits from tax losses, is only recognised if there is virtual certainty of realisation. No deferred tax liability is recognised in respect of tax depreciation timing differences where it is intended that ownership of the property will be maintained. Properties will be classified as intended for sale where the Manager and Trustee have approved their sale, or an offer is received that would warrant consideration of a sale, or an active sales programme has commenced to market the property for sale. (h) Debtors Debtors are stated at their net realisable value, net of non-recoverable amounts. (i) Cash and Deposits Bank deposits are stated at cost. (j) Financial Instruments Financial instruments carried on the Statements of Financial Position include cash and bank balances, investments, receivables, creditors and borrowings. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item. (k) GST The Statements of Financial Performance and Statements of Cash Flows have been prepared so that all components are stated exclusive of GST. All items in the Statements of Financial Position are stated net of GST, with the exception of receivables and payables, which include GST invoiced. (l) Investment in Subsidiary MGP’s investment in the Subsidiary Company is stated at the book value of the underlying net tangible assets at balance date, with movements accounted through a subsidiary revaluation reserve. (m) Statements of Cash Flows The following are the definitions of the terms used in the Statements of Cash Flows: – “cash” is considered to be cash on hand and current accounts in banks, net of bank overdrafts; – “investing activities” are those activities relating to acquisition, holding and disposal of property investments and security investments; – “financing activities” are those activities which result in changes in the size and composition of the capital structure of MGP and the Subsidiary Company, including both debt and equity; and – “operating activities” include all transactions and other events that are not investing or financing activities. (n) Comparative Figures Where necessary, comparative figures have been adjusted to conform with changes in presentation in the financial statements.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 85 Financial information continued

Changes in Accounting Policies During the year, the Group changed the following accounting policy:

Basis of Valuation of Investment Properties Under the new policy, unrealised increases or decreases in the value of the investment portfolio are taken directly to the Statements of Financial Performance and subsequently transferred to the unrealised revaluation reserve. Previously the recognition of unrealised increases or decreases in the value of the investment portfolio were taken directly to the revaluation reserve except where there was a deficiency in the revaluation reserve, in which case the deficit was taken to the Statements of Financial Performance. As a result of changing this accounting policy, there has been no effect to the net surplus for the current year as the current year revaluation gains would have offset previous devaluations that had already been taken to the Statements of Financial Performance. There have been no other changes in accounting policies.

2. Operating Income Group Group Trust Trust 2004 2003 2004 2003 $000 $000 $000 $000

Gross rental income and operating expense recoveries 27,598 32,909 – – Less: Customers’ operating expenses (5,868) (6,998) – – Owner’s operating expenses (801) (955) – – Net property income 20,929 24,956 – – Intra-group dividends received – – – 13,000 Interest received 185 175 6 23 Other income – – 4,783 688 21,114 25,131 4,789 13,711

3. Operating Expenses Group Group Trust Trust 2004 2003 2004 2003 $000 $000 $000 $000

Auditors’ remuneration: – Audit services 44 34 34 24 – Other services – 8 – 8 Other operating expenses 597 443 519 303 Management fee 1,532 1,801 1,532 1,801 Trustee fee and disbursements 67 60 67 60 2,240 2,346 2,152 2,196

86 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTIONSECTION 09

4. Income Tax Expense Group Group Trust Trust 2004 2003 2004 2003 $000 $000 $000 $000 ( i ) INCOME TAX EXPENSE Net surplus/(deficit) before income tax 13,308 15,936 (3,192) 4,922

Prima facie tax at 33% 4,392 5,259 (1,053) 1,624 Adjustment for tax effect of: Permanent differences: – Non-taxable income – – – (1,393) – Non-deductible expenses 40 100 40 42 – Loss on disposal (87) 84 – – Depreciation (2,932) (3,359) – – Depreciation write back 3,833 – – – Income tax expense as per the Statements of Financial Performance 5,246 2,084 (1,013) 273 Taxation charge represented by: Current tax 1,411 2,086 (1,013) 273 Deferred tax 3,835 (2) – – 5,246 2,084 (1,013) 273

(ii ) DEFERRED TAX LIABILITY/(ASSET) Balance at the beginning of the year (2) – – – Recognised in the Statements of Financial Performance 3,835 (2) – – Balance at the end of the year 3,833 (2) – –

As explained in Note 1(g), MGP applies the partial method of accounting to timing differences. Tax depreciation is claimed but no deferred tax liability is recognised in respect of tax depreciation timing differences where it is intended that ownership of the property will be maintained. The total taxation liability that would arise if all properties were sold at current carrying values is $3,969,000 (31 March 2003: $9,672,000). The amount of $3,969,000 is less than the prior year balance due to the recognition in these financial statements of the depreciation write back incurred as a result of the transfer of a 53% interest in the core properties together with the depreciation write back incurred as a result of the sale of Unisys House and the intended sale of South City Shopping Centre. Refer to Note 17 for more detail. The tax losses generated by the Trust in the current year have been offset against the Group’s tax position. (iii) IMPUTATION CREDIT MEMORANDUM ACCOUNT Trust Trust 2004 2003 $000 $000

Balance at the beginning of the year 366 627 Adjustment to the prior year – 77 Movements for the year: Change in ownership (215) – Income tax and RWT paid – 19 Provisional tax paid 1,425 1,565 Imputation credits paid (1,321) (1,922) Balance at the end of the year 255 366

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 87 Financial information continued

5. Debtors and Other Assets Group Group Trust Trust 2004 2003 2004 2003 $000 $000 $000 $000

Trade debtors 1,497 1,582 – – Other debtors 413 62 – 62 Sale proceeds – Unisys House 44,000 – – – Current tax asset 41 28 2,466 1,831 45,951 1,672 2,466 1,893

6. Investment Properties Valuation Valuation Property 31 March Additions/ 31 March revaluation/ 2004 (disposals) 2003 (devaluation) $000 $000 $000 $000

Millennium Centre, Greenlane 43,300 41 44,000 (741) Unisys House, Wellington – (41,000) 41,000 – South City Shopping Centre, Christchurch 35,680 4,527 29,400 1,753 IBM Centre, Auckland 21,000 – 22,000 (1,000) BTI House, Newmarket 17,000 – 16,900 100 Public Trust House, Newmarket 16,250 – 15,850 400 Panasonic House, Wellington 12,300 15 11,900 385 Nestlé Building, Wiri, Manukau 7,950 89 7,900 (39) BNZ Vincent Street, Auckland – (7,600) 7,600 – Greenpark Office Park, Auckland – (6,850) 6,850 – Ricoh Building, Parnell 7,550 (185) 6,600 1,135 Kodak Building, Parnell 7,500 2 6,200 1,298 Windsor Court, Parnell 6,800 15 5,550 1,235 EDS Building, Mt Wellington 5,800 – 5,900 (100) 181,130 (50,946) 227,650 4,426 Less estimated cost of disposal (1,811) 555 (2,277) (89) 179,319 (50,391) 225,373 4,337 Less property intended for sale South City Shopping Centre, Christchurch 35,680 Less estimated cost of disposal (357) 35,323 Total net current value 143,996

MGP’s properties were valued as at 31 March 2004 by independent registered valuers, DTZ New Zealand. The valuations are on the basis of current value, net of the disposal costs at 1% (2003: 1%) of current value as estimated by the Manager. As at 31 March 2003, the portfolio was devalued by $5,451,000. This consisted of a devaluation of $5,483,000 less an estimate of the movement in the cost of disposal of $32,000. Refer to Note 17 in respect of the treatment of South City Shopping Centre.

88 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTIONSECTION 09

7. Investment in Subsidiary Company Group Group Trust Trust 2004 2003 2004 2003 $000 $000 $000 $000

Investment in Macquarie Goodman Property Aggregated Limited – – 71,625 57,046 – – 71,625 57,046

The Subsidiary Company is 100% owned by MGP and has the same balance date.

8. Creditors Other creditors 1,997 1,679 1,398 1,543 Trade creditors 1,254 1,297 – – 3,251 2,976 1,398 1,543

9. Borrowings MGP has a revolving credit facility of $64,800,000 (2003: $64,800,000) with Westpac. To date, a total of $64,055,000 (2003: $64,055,000) has been drawn down. MGP has a revolving credit facility of $15,800,000 (2003: $22,500,000) with ASB Bank. To date, a total of $15,800,000 (2003: $21,500,000) has been drawn down. These facilities are secured by mortgages charged against MGP’s property portfolio. The interest rates currently being applied to these borrowings and the maturity profile are referred to in Note 18. In April 2004, Westpac and Commonwealth Bank of Australia agreed to provide MGP with revolving credit facilities for the amount of $75,000,000 each, amounting to total revolving credit facilities of $150,000,000. The term of the facilities is three years and will replace the existing facilities with Westpac and ASB Bank.

10. Unitholders’ Funds Group Group Trust Trust 2004 2003 2004 2003 $000 $000 $000 $000

Issued and paid capital 145,000 145,000 145,000 145,000 Accumulated issue costs (3,690) (3,690) (3,690) (3,690) 141,310 141,310 141,310 141,310

There were 145,000,000 units issued at $1.00 per unit as at 31 March 2004 (2003: 145,000,000 units issued at $1.00 per unit).

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 89 Financial information continued

11. Reserves (a) Retained earnings/(accumulated losses) Group Group Trust Trust 2004 2003 2004 2003 $000 $000 $000 $000

Balance at the beginning of the year (2,280) 2,659 (19,254) (10,563) Net surplus/(deficit) for the year 12,399 8,401 (2,179) 4,649 Transfer to revaluation reserve (2,535) – – – Distributions (12,796) (13,340) (12,796) (13,340) Balance at the end of the year (5,212) (2,280) (34,229) (19,254) Comprised of: ACCUMULATED OPERATING EARNINGS Accumulated operating earnings at the beginning of the year 8,696 7,928 (19,254) (10,563) Net operating surplus/(deficit) after income tax 8,061 13,852 (2,179) 4,649 Transfer of gains/(losses) on realisation of properties (263) 256 – – Distributions (12,796) (13,340) (12,796) (13,340) Accumulated operating earnings at the end of the year 3,698 8,696 (34,229) (19,254) ACCUMULATED GAINS/(LOSSES) ON ASSET REALISATION Accumulated gains/(losses) on asset realisationat the beginning of the year (4,643) – – – Gains/(losses) on realisation of properties 263 (256) – – Transfer of unrealised devaluation on realisation of properties (4,530) (4,387) – – Accumulated gains/(losses) on asset realisation at the end of the year (8,910) (4,643) – – ACCUMULATED UNREALISED DEVALUATION OF PROPERTY Accumulated unrealised devaluation of property at the beginning of the year (6,332) (5,268) – – Net revaluations/(devaluations) 4,337 (5,451) – – Transfer of loss on realisation of properties 4,530 4,387 – – Transfer to revaluation reserve (2,535) – – – Accumulated unrealised devaluation of property at the end of the year – (6,332) – –

(b) Revaluation reserve Balance at the beginning of the year – – – – Transfer from retained 2,535 – – – Balance at the end of the year 2,535 – – –

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12. Reconciliation of Net Operating Surplus with Net Cash Flows from Operating Activities Group Group Trust Trust 2004 2003 2004 2003 $000 $000 $000 $000

Net operating surplus/(deficit) after taxation 8,062 13,852 (2,179) 4,649 Non-cash items Deferred tax 3,833 (2) – – 3,833 (2) – – Movements in working capital Trade creditors (43) 569 – – Creditors 213 (660) (145) (656) Trade debtors 85 (470) – 40 Other debtors (456) 63 – – Current tax asset (13) 493 (573) (1,378) (214) (5) (718) (1,994) Items classified as investing activities Loss/(gain) on sale of property (263) 256 – – Movement in accrued capital expenditure – (294) – – Movement in advance to subsidiary – – (6,614) – Movement in deposit on sale of property – (325) – – (263) (363) (6,614) – Net cash flows from operating activities 11,418 13,482 (9,511) 2,655

13. Related Party Transactions MGP is managed by Macquarie Goodman (NZ) Limited (“MGNZ”), a subsidiary of Macquarie Goodman Management Limited, incorporated in New South Wales, Australia. For the year ended 31 March 2004, the following related party transactions occurred: – management fees of $399,000 were paid to MGNZ during the year (31 March 2003: Nil). These payments were in accordance with the Trust Deed. At 31 March 2004, $106,000 was owing to MGNZ (31 March 2003: Nil). No reimbursements of expenses were made to MGNZ (31 March 2003: Nil). As at 31 March 2004, Macquarie Goodman Management Limited held 29 million units in the Trust (31 March 2003: Nil). The previous manager of MGP was Colonial First State Property (NZ) Limited (“CFSP”), a subsidiary of Colonial First State Investments (NZ) Limited, and the ultimate parent company was Commonwealth Bank of Australia (“CBA”), incorporated in New South Wales, Australia. The following related party transactions occurred: – management fees of $1,133,000 were paid to CFSP during the year (31 March 2003: $1,801,000). These payments were in accordance with the Trust Deed. At 31 March 2004, no amount was owing to CFSP (31 March 2003: $133,000). Reimbursements of expenses amounting to $73,000 were also made to CFSP (31 March 2003: $12,000). – for the year ended 31 March 2003, Colonial First State Investments (NZ) Limited and Sovereign Service Corporation (NZ) Limited (a subsidiary of CBA) were customers in the Sovereign Centre, Wellington and paid rents of $460,000 up to the date of the sale of the Sovereign Centre. These rents were negotiated on an arm’s length basis under normal business terms and conditions; and – ASB Bank (a subsidiary of CBA) provided finance to MGP during the year. The interest paid in relation to that finance was $1,011,000 (31 March 2003: $1,941,000).

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 91 Financial information continued

14. Advances to the Subsidiary Company An advance was made by MGP to the Subsidiary Company to finance the purchase of the investment properties at the time MGP and the Subsidiary Company were set up. No interest is charged to the Subsidiary Company and these advances are unsecured. Other payments made on behalf of the Subsidiary Company by MGP include GST and provisional tax. The Subsidiary Company makes dividend and management fee payments to MGP.

15. Segmental Information MGP operates in the New Zealand property industry.

16. Contingent Liabilities and Capital Commitments There were no material contingent liabilities at 31 March 2004 (31 March 2003: Nil). There were no material capital commitments at 31 March 2004 (31 March 2003: $2,102,000).

17. Events Subsequent to Balance Date At a Board meeting held on 11 May 2004, the Board approved the payment of a distribution to Unitholders. This payment, made up of 1.988 cents per unit and imputation credits of 0.37 cents per unit, will be made on 18 June 2004. At an Extraordinary General Meeting of Unitholders held on 23 March 2004, Unitholders approved three resolutions. The first of these resolutions approved the transfer of 53% of certain MGP properties (“MGP’s Core Properties”) to Macquarie Goodman Industrial Trust (“MGI”) in consideration of MGI transferring 47% of the beneficial interest in each of its New Zealand properties (“MGI’s Properties”) as detailed in the Explanatory Memorandum dated 8 March 2004. Unitholders’ approval was required as the resolution constituted a material transaction between related parties. The transfers were effected on 1 April 2004. The effect of these transfers of property interests is a pooling of MGP’s Core Properties with MGI’s Properties (“Portfolio Properties”) such that MGP is entitled to an economic interest of 47% of the Portfolio Properties. The second resolution approved the entry by MGP and/or MGNZ into a Property Services Agreement with Macquarie Goodman Property Services (NZ) Limited, as described in the Explanatory Memorandum dated 8 March 2004. Unitholders’ approval was required as the resolution constituted a material transaction between related parties. The third resolution gave MGP approval to acquire and sell properties with MGI as co-owner on arm’s length terms without the requirement to seek Unitholders’ approval in each case. On 13 April 2004, MGP announced the acquisition, in conjunction with MGI under the co-ownership agreement, of a development site at Savill Road, Otahuhu for $34.4 million. MGP’s share is therefore $17.2 million. The site is to be developed into a $130 million industry park over the next five years. On 13 April 2004, MGP announced, in conjunction with MGI under the co-ownership agreement, the acquisition of two new facilities at The Gate Industry Park in Penrose for Recall and Norman Ellison Carpets. MGP’s share is approximately $5.8 million with settlement on practical completion. On 5 May 2004, MGP announced the acquisition, under a conditional contract, in conjunction with MGI under the co-ownership arrangement, of a property known as the Fletcher Head Office for $72 million. MGP’s share is therefore $36 million. The contract is conditional on receiving OIC approval and waivers of the first right of refusal in favour of the site’s two tenants, Fletcher Building Limited and Auckland University of Technology. On 5 May 2004, MGP announced the placement of 21,750,000 units to institutions at a price of $0.96 per unit. The placement was underwritten by Macquarie Equities and brings the number of units on issue to 166,750,000. On 11 May 2004, MGP entered into a conditional agreement to sell South City Shopping Centre for $40 million. The sale price includes 573-579 Colombo Street, Christchurch. The agreement is conditional upon the purchaser obtaining the consent of the OIC.

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18. Financial Risks The following material financial assets and liabilities that potentially subject MGP and the Subsidiary Company to financial risk have been recognised in the financial statements: Group Group Trust Trust 2004 2003 2004 2003 $000 $000 $000 $000

Cash and deposits 302 514 2 68 Trade debtors 1,497 1,582 – – Other debtors 44,413 62 – 62 Current tax asset 41 28 2,466 1,831 Trade creditors (1,254) (1,297) – – Other creditors (1,997) (1,679) (1,398) (1,543) Borrowings (79,855) (85,555) (79,855) (85,555) Net carrying amount of recognised financial instruments (36,853) (86,345) (78,785) (85,137)

Currency Risk MGP and the Subsidiary Company have no exposure to currency risk as there are no amounts receivable or payable in foreign currencies.

Interest Rate Risk MGP is subject to an interest rate management risk policy adopted by the Manager. The objectives of MGP’s interest rate risk management process are to: – ensure that MGP’s interest cost outcomes are acceptable in every financial year; and – endeavour to achieve a competitive advantage and/or prudently manage perceived risks arising from possible future movements in market interest rates.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 93 Financial information continued

GROUP Effective 0 to 1 2 to 5 More than interest rate year years 5 years % pa $000 $000 $000

Repricing profile 2004: Financial assets Cash – 2 – – Deposits 3.65 300 – – Financial liabilities Bank debt facilities (floating rate) 5.85 (15,800) – – Bank debt facilities (fixed rate) 6.84 (64,055) – –

Repricing profile 2003: Financial assets Cash 4.15 429 – – Deposits 5.75 85 – – Financial liabilities Bank debt facilities (floating rate) 6.17 (21,500) – – Bank debt facilities (fixed rate) 6.84 – (64,055) –

TRUST Effective 0 to 1 2 to 5 More than interest rate year years 5 years % pa $000 $000 $000

Repricing profile 2004: Financial assets Cash – 2 – – Deposits 3.65 – – – Advances to Subsidiary Company – – 145,793 – Financial liabilities Bank debt facilities (floating rate) 5.85 (15,800) – – Bank debt facilities (fixed rate) 6.84 (64,055) – –

Repricing profile 2003: Financial assets Cash 4.15 68 – – Deposits 5.75 – – – Advances to Subsidiary Company – – 167,121 – Financial liabilities Bank debt facilities (floating rate) 6.17 (21,500) – – Bank debt facilities (fixed rate) 6.84 – (64,055) –

94 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTIONSECTION 09

Fair Values The carrying values of all financial instruments approximate their estimated fair value. Liquidity Risk MGP and the Subsidiary Company have a credit facility with Westpac of $64,800,000 (31 March 2003: $64,800,000). At 31 March 2004, $64,055,000 had been drawn down (31 March 2003: $64,055,000). MGP and the Subsidiary Company have a credit facility with ASB Bank of $15,800,000 (31 March 2003: $22,500,000). At 31 March 2004, $15,800,000 had been drawn down (31 March 2003: $21,500,000). Subsequent to 31 March 2004, the banking facilities have been renegotiated. Refer to Note 9 for more detail.

20. Additional Information (i) MGP terminates on the earliest of: – the 80th anniversary of the day MGP commenced, less one day; or – the date appointed by the Manager giving not less than three months of written notice to the Unitholders and the Trustee; or – the date on which MGP is terminated under the Trust Deed or by operation of law. (ii) The previous manager, CFSP, managed MGP for the period from the inception of the Trust on 23 April 1999 to 23 December 2003. (iii) MGNZ’s ultimate parent entity, Macquarie Goodman Management Limited, held 29 million units as at 31 March 2004 (31 March 2003: Nil). Entities related to the previous manager of MGP, CFSP, held 84,220,900 units at 31 March 2003. (iv) The net tangible asset backing per unit of MGP as at 31 March 2004 was 95.61 cents (31 March 2003: 95.88 cents). (v) The net operating surplus after tax per unit of MGP for the year ended 31 March 2004 was 5.56 cents (31 March 2003: 9.55 cents). (vi) The Manager is entitled to be paid monthly in arrears a management fee of 0.70% per annum (plus GST) of the book value of the gross assets of MGP. The book value of MGP’s assets will be determined by reference to MGP’s most recently audited Statements of Financial Position, but will be recalculated monthly to reﬂ ect changes in the value of MGP’s assets as a result of acquisition or sale of properties during a ﬁ nancial year.

21. Trustee Information The Trustee is Perpetual Trust Limited. In accordance with the Trust Deed, the Trustee will receive from MGP a fee agreed with the Manager. This fee has initially been set at 0.03% per annum of the total assets of MGP, subject to a maximum annual fee of $60,000 (plus GST), payable semi-annually in arrears. If the total assets of MGP exceed $250 million, the Manager and the Trustee will review the trustee fee arrangements.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 95 Financial information continued

22. Prospective Financial Information In an Explanatory Memorandum dated 8 March 2004 a projection of the financial performance for the year ended 31 March 2004 was presented. The table below compares that projection with the actual financial performance for the year ended 31 March 2004: Actual Projected Group Group 2004 2004 Variance $000 $000 $000

Total operating income 21,114 21,100 14 Total operating expenses (2,240) (2,400) 160 18,874 18,700 174 Interest and finance charges (5,829) (5,900) 71 Gain on realisation of investment properties 263 – 263 Net operating surplus before income tax 13,308 12,800 508 Taxation expense (5,246) (4,700) (546) Net operating surplus after income tax 8,062 8,100 38 Unrealised net change in the value of investment properties 4,337 – 4,337 Net surplus for the year 12,399 8,100 4,299

There are three principal variances between the actual and projected financial performance for the year ended 31 March 2004. The first variance relates to the gain on sale of investment properties which is principally due to the sale of Unisys House, the sale of which had not been included in the projected assumptions. The second variance is in respect of the taxation expense. Additional taxation has arisen due to the clawback of depreciation recovered as result of the sale of Unisys House and the intended sale of South City Shopping Centre. The third variance is in respect of the revaluation of property. The projection assumed that there would be no revaluation gains or losses on investment property.

96 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTIONSECTION 09

Auditors’ Report

To the Unitholders of Macquarie Goodman Property Trust We have audited the fi nancial statements on pages 80 to 96. The fi nancial statements provide information about the past fi nancial performance and cash fl ows of the Trust and Group for the year ended 31 March 2004 and their fi nancial position as at that date. This information is stated in accordance with the accounting policies set out on pages 84 to 86.

Manager’s Responsibilities The Directors of Macquarie Goodman (NZ) Limited (the “Manager”) are responsible for the preparation and presentation of the fi nancial statements which give a true and fair view of the fi nancial position of the Trust and Group as at 31 March 2004 and their fi nancial performance and cash fl ows for the year ended on that date.

Auditors’ Responsibilities We are responsible for expressing an independent opinion on the ﬁ nancial statements presented by the Manager and reporting our opinion to you.

Basis of Opinion An audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the fi nancial statements. It also includes assessing: (a) the signifi cant estimates and judgements made by the Manager in the preparation of the fi nancial statements; and (b) whether the accounting policies are appropriate to the circumstances of the Trust and Group, consistently applied and adequately disclosed. We conducted our audit in accordance with generally accepted auditing standards in New Zealand. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary to provide us with suffi cient evidence to give reasonable assurance that the fi nancial statements are free from material misstatements, whether caused by fraud or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the fi nancial statements. We have no relationship with or interests in the Trust or its subsidiary other than in our capacity as auditors.

Unqualifi ed Opinion We have obtained all the information and explanations we have required. In our opinion: (a) proper accounting records have been kept by the Trust as far as appears from our examination of those records; and (b) the fi nancial statements on pages 80 to 96: (i) comply with generally accepted accounting practice in New Zealand; and (ii) give a true and fair view of the fi nancial position of the Trust and Group as at 31 March 2004 and their fi nancial performance and cash fl ows for the year ended on that date. Our audit was completed on 11 May 2004 and our unqualifi ed opinion is expressed as at that date.

Chartered Accountants Auckland

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 97 Financial information continued

9.9 Auditors’ Report

The Directors Macquarie Goodman (NZ) Limited Level 3 Q & V Building 203 Queen Street Auckland

10 March 2005

Dear Directors As auditors of Macquarie Goodman Property Trust (“the Trust”) we have prepared this report pursuant to clause 16 of Schedule 3A of the Securities Regulations 1983 for inclusion in a prospectus to be dated 7 March 2005 as amended by a memorandum of amendments dated 10 March 2005.

Manager’s responsibilities The Directors of Macquarie Goodman (NZ) Limited (the “Manager”) are responsible for the preparation and presentation of: (a) the summary of the consolidated fi nancial statements of the Group (comprising the Trust, its subsidiary and its associate) for the ten month period ended 31 March 2000, the years ended 31 March 2001, 2002, 2003 and 2004, and for the six months ended 30 September 2004, as required by clause 6(3) of Schedule 3A of the Securities Regulations 1983; (b) the prospective fi nancial information of the Group for the years ending 31 March 2005 and 2006, including the assumptions on which they are based; and (c) the pro forma prospective fi nancial position of the Group as at 31 March 2005 including the assumptions on which it is based.

Auditors’ responsibilities We are responsible for reporting, in accordance with clause 16(4) of Schedule 3A of the Securities Regulations 1983, on the amounts included in the summary of the consolidated fi nancial statements for the ten month period ended 31 March 2000, the years ended 31 March 2001, 2002, 2003 and 2004, and for the six months ended 30 September 2004, prepared and presented by the Manager. We are also responsible for reporting, in accordance with clause 16(5) of Schedule 3A of the Securities Regulations 1983, on the following matters which have been prepared and presented by the Manager: (a) the prospective fi nancial information of the Group for the years ending 31 March 2005 and 2006, including the assumptions on which they are based; and (b) the pro forma prospective fi nancial position of the Group as at 31 March 2005 including the assumptions on which it is based.

98 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTIONSECTION 09

We have no relationship with or interests in the Trust or its subsidiary other than in our capacities as providers of assurance (including audit) services.

Basis of opinion on the summary of the consolidated fi nancial statements We have undertaken procedures to provide reasonable assurance that the amounts set out in the summary of the consolidated fi nancial statements of the Group on pages 57 and 58, pursuant to clauses 6(2) and 6(3) of Schedule 3A of the Securities Regulations 1983, have been correctly taken from the audited fi nancial statements of the Group for the ten month period ended 31 March 2000, the years ended 31 March 2001, 2002, 2003 and 2004, and the unaudited fi nancial statements of the Group for the six months ended 30 September 2004.

Basis of opinion on the prospective fi nancial information To meet our reporting responsibilities we have examined the prospective fi nancial information of the Group for the years ending 31 March 2005 and 2006, and the pro forma prospective fi nancial position of the Group as at 31 March 2005, on pages 49 to 56, to confi rm that, so far as the accounting policies and calculations are concerned, the prospective fi nancial information has been properly compiled on the footing of the assumptions made or adopted by the Manager as set out on pages 50 to 56 of this prospectus as amended by a memorandum of amendments dated 10 March 2005 and are presented on a basis consistent with the accounting policies normally adopted by the Group.

Unqualifi ed opinion on the summary of the consolidated fi nancial statements In our opinion the amounts or details set out in the summary of the consolidated fi nancial statements of the Group, on pages 57 and 58 of this prospectus as amended by a memorandum of amendments dated 10 March 2005, as required by clause 6(3) of Schedule 3A of the Securities Regulations 1983, have been correctly taken from the audited fi nancial statements of the Group for the ten month period ended 31 March 2000, the years ended 31 March 2001, 2002, 2003 and 2004, and the unaudited fi nancial statements of the Group for the six months ended 30 September 2004 from which they were extracted.

Unqualifi ed opinion on the prospective fi nancial information In our opinion, the prospective fi nancial information of the Group for the years ending 31 March 2005 and 2006, and the pro forma prospective fi nancial position of the Group as at 31 March 2005, on pages 49 to 56, so far as the accounting policies and calculations are concerned, have been properly compiled on the footing of the assumptions made or adopted by the Manager as set out on pages 50 to 56 of this prospectus as amended by a memorandum of amendments dated 10 March 2005 and are presented on a basis consistent with the accounting policies normally adopted by the Group. Actual results are likely to be different from the prospective fi nancial information since anticipated events frequently do not occur as expected and the variation could be material. Accordingly, we express no opinion as to whether the prospective fi nancial information will be achieved.

Yours faithfully

Chartered Accountants Auckland

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 99 Independent valuations

7 March 2005 The Directors Macquarie Goodman (NZ) Limited Level 3, Q&V Building 203 Queen Street AUCKLAND

Dear Sirs

Summary of valuation reports

Instructions At your request, DTZ New Zealand Limited (“DTZ”) has prepared this letter summarising the valuation results from our completed, self contained valuation report dated 21 February 2005. The purpose of our report was to render our opinion of market value of the portfolio as at 31 December 2004. This valuation summary has been prepared for inclusion in an Offer Document for Macquarie Goodman Property Trust (“MGP”) to be dated on or about 7 March 2005 which is to be issued by the manager of the Trust, Macquarie Goodman (NZ) Limited (“MGNZ”). The value reﬂ ects all information known by the valuers at DTZ who worked on the report for the subject portfolio and the market conditions within the general area of the property. Our report is based upon the most current information available at the time that valuation was prepared. DTZ accepts no responsibility for subsequent changes as to income, expenses or market conditions.

Summary of Valuation The value estimated by DTZ as at 31 December 2004, based on the lease terms outlined in the report, is as follows. Property Name Central Park Vector House1 BTI House1 Property Address 666 Great South Rd 101 Carlton Gore Road 103 Carlton Gore Road Location Greenlane, Auckland Newmarket, Auckland Newmarket, Auckland Type of Property Offi ce Offi ce Offi ce Floor Area (sqm) 26,220 4,718 4,786 Site Area (sqm) 25,672* Various at reduced levels Various at reduced levels Market Value (31 Dec 2004) $65,600,000 $18,300,000 $18,050,000 Net Contract Income $5,809,486 $1,579,295 $1,665,398 Weighted Average Lease Term (Base Rent) 3.41 5.94 3.21 Initial Yield - Contract 8.86% 8.63% 9.23% Equivalent yield (%) Market 9.88% 8.51% 8.65% Cap Rate (%) Contract 9.00% 8.50% 8.50%–8.75% Cap Rate (%) Market 9.50% – 9.75% 8.50% 9.00% 10-year Total Return (IRR) 9.87% 10.08% 10.06% Discount Rate (%) 9.75% 10.00% 10.00% Terminal yield (%) 10.25% 9.00% 9.00% Property Rate (psm) $2,502 $3,879 $3,771

*Excl potential development land and development under construction. 1 Revised 18 February 2005

DTZ New Zealand Limited MREINZ, Level 16, Auckland Club Tower, 34 Shortland Street, PO Box 3490, Shortland Street, Auckland Telephone +64 9 309 3040 Fax +64 9 309 9020 Email [email protected] Website www.dtz.co.nz

100 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 10

Property Name Windsor Court Ricoh House Kodak House Property Address 128–136 Parnell Rd 60 Stanley Street 70 Stanley Street Location Parnell, Auckland Parnell, Auckland Parnell, Auckland Type of Property Offi ce/Retail Offi ce/Warehouse Offi ce/Warehouse Floor Area (sqm) 2,259 4,841 5,003 Site Area (sqm) 1,375 3,224 3,613 Market Value (31 Dec 2004) $7,600,000 $9,000,000 $9,300,000 Net Contract Income $642,087 $817,460 $848,210 Weighted Average Lease Term (Base Rent) 2.47 4.17 5.04 Initial Yield - Contract 8.45% 9.08% 9.12% Equivalent yield (%) Market 8.82% 9.48% 9.38% Cap Rate (%) Contract 8.50% - 8.75% 9.00% 9.50% - 9.75% Cap Rate (%) Market 8.75% 9.50% 9.50% 10-year Total Return (IRR) 10.02% 10.33% 10.47% Discount Rate (%) 10.00% 10.25% 10.50% Terminal yield (%) 9.00% 9.75% 9.75% Property Rate (psm) $3,365 $1,859 $1,859

Property Name IBM Centre Millennium Centre Nestle Building Property Address 5 Wyndham Street 602 Great South Road 41 Nesdale Avenue Location Auckland City Greenlane, Auckland Wiri, Manukau Type of Property Ofﬁ ce Ofﬁ ce Industrial Floor Area (sqm) 6,190 15,575 10,147 Site Area (sqm) Various at reduced levels 13,900 27,020 Market Value (31 Dec 2004) $21,800,000 $47,600,000 $9,000,000 Net Contract Income $2,267,914 $4,101,676 $862,604 Weighted Average Lease Term (Base Rent) 3.37 4.00 2.30 Initial Yield - Contract 10.40% 8.62% 9.58% Equivalent yield (%) Market 8.93% 9.34% 9.95% Cap Rate (%) Contract 10.50% 9.00% 9.25% - 9.50% Cap Rate (%) Market 8.75% - 9.00% 9.25% - 9.50% 10.00% - 10.25% 10-year Total Return (IRR) 10.13% 9.90% 10.34% Discount Rate (%) 10.00% 9.75% 10.25% Terminal yield (%) 9.50% 9.75% 10.25% Property Rate (psm) $3,552 $3,056 $887

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 101 Independent valuations continued

Property Name EDS Building Auckland Distribution Centre The Gate Property Address 2 Paciﬁ c Rise 84 –100 Plunket Avenue Neilson Street Location Mt Wellington, Auckland Wiri, Manukau Penrose, Auckland Type of Property Ofﬁ ce Industrial Industrial Floor Area (sqm) 2,757 35,264 68,573 Site Area (sqm) 4,798 102,398 114,448 Market Value (31 Dec 2004) $5,800,000 $20,500,000 $65,380,000 Net Contract Income $587,500 $2,073,914 $5,854,251 Weighted Average Lease Term (Base Rent) 2.95 1.11 7.08 Initial Yield – Contract 10.13% 9.96% 8.95% Equivalent yield (%) Market 9.87% 12.14% 8.73% Cap Rate (%) Contract 10.00% – 10.25% 10.25% 8.25% – 8.50% Cap Rate (%) Market 9.75% – 10.00% 12.00% – 12.25% 8.75% 10-year Total Return (IRR) 10.19% 11.64% 9.80% Discount Rate (%) 10.00% 11.50% 9.75% Terminal yield (%) 10.00% 11.00% 9.75% Property Rate (psm) $2,104 $581 $1,227

Property Name Turners Hewlett Packard House Panasonic House Property Address Gavin Street 4 Viaduct Harbour Avenue 141 Manners Street Location Penrose, Auckland Auckland City Te Aro, Wellington Type of Property Industrial Ofﬁ ce Ofﬁ ce Floor Area (sqm) 31,128 7,369 9,933 Site Area (sqm) 87,798 2,500 below RL 4.50 1,793 2,894 above RL 4.50 Market Value (31 Dec 2004) $35,000,000 $26,000,000 $13,800,000 Net Contract Income $3,144,408 $2,490,562 $1,418,377 Weighted Average Lease Term (Base Rent) 5.47 3.14 2.17 Initial Yield – Contract 8.98% 9.58% 10.28% Equivalent yield (%) Market 9.61% 8.86% 9.80% Cap Rate (%) Contract 9.00% 9.25% – 9.50% 9.75% – 10.00% Cap Rate (%) Market 9.25% – 9.50% 8.75% 9.75% – 10.00% 10-year Total Return (IRR) 10.02% 10.18% 10.30% Discount Rate (%) 10.00% 10.00% 10.25% Terminal yield (%) 10.00% 9.50% 10.75% Property Rate (psm) $1,124 $3,558 $1,389

Note 1: Revised Valuations of Vector House (101 Carlton Gore Road) and BTI House (103 Carlton Gore Road). For full details of the valuation, please refer to the complete, self contained valuation report, prepared for each property which may be inspected at the offi ces of MGNZ during normal business hours. Subsequent to the December 2004 valuations there have been signifi cant changes to the contract rentals and lease terms for these two properties which are outlined briefl y as follows. 101 Carlton Gore Road – Vector have taken a new six year lease at a market rental. 103 Carlton Gore Road – Vector have taken over the Level 4 BTI tenancy space at a lower rental and naming rights have been relinquished.

102 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 10

As a result of these changes and as instructed we have revised our estimates which have resulted in variations to the valuation ﬁ gures as at December 2004.

Valuation Methodology The valuation has been completed in accordance with the New Zealand Property Institute (NZPI), Professional Practice 2004. Under the International Valuation Standards Committee (IVSC) and NZPI standards, market value is defi ned as: “The estimated amount for which an asset should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.” In arriving at our opinion of market value we have placed primary emphasis on the capitalisation of income approach and the discounted cashfl ow analysis. An explanation of the application of the discounted cashfl ow and capitalisation of market and/or passing income is set out below. a) Capitalisation of Income Approach This methodology involves capitalising either the contract or market income of an investment property into perpetuity, having adopted an applicable yield rate from the analysis of comparable investment sales. If applicable, the valuer may make other relevant capital adjustments relating to outstanding rent free incentives, vacancies, the present value of the rental shortfall or overage and/or surplus land. The assessment of market rental and the capitalisation rate are derived from a detailed analysis of comparable sales evidence and leasing transactions in the open market. b) Discounted Cashfl ow Method The discounted cashfl ow (“DCF”) method is a slightly more sophisticated method of valuation generally suitable for multi-tenanted properties. Rather than assuming a static income stream into perpetuity, the DCF model allows the valuer to factor in multiple valuation variables such as over/under renting, lease expiries, vacancy, leasing costs and capital expenditure. These considerations are addressed over a fi xed cashfl ow period (generally 10 years), with the market income capitalised at the end of the investment period to provide a reversionary value net of selling expenses. All cashfl ow components are then discounted back to a present value equivalent, having adopted a cost of capital (analysed from comparable sales) applicable to the risk profi le of the investment property. This methodology allows the valuer to more expressly apply their opinion to the future income potential of the investment property. The methodology requires a number of assumptions and estimates including: 1. Estimates of the cashfl ows for each period of a projected holding period net of any capital expenditures such as leasing commissions, structural repairs, tenant incentives and other allowances. 2. Estimates of the terminal capitalisation rate and discount rate. 3. Growth rates for rentals and operating expenses. 4. Vacancy periods and likely incentive payments for new leasings.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 103 Independent valuations continued

We have utilised a 10 year holding period with the reversion calculation based upon capitalised net market rentals from Year 11. In selecting the discount rate at which cashﬂ ows are to be present valued, many factors are considered, including the degree of apparent risk, market attitudes towards future inﬂ ation, the prospective rates of return for alternative investments, the rates of return earned by comparable properties in the past.

Disclaimer and Consent DTZ has not been involved in the preparation of the Offer Document and makes no statement in the Offer Document other than in this valuation summary letter. Neither DTZ nor any of its directors accepts any responsibility for information in any other part of the Offer Document. DTZ has given, and has not before the date of the Offer Document withdrawn, its consent to the distribution of this Offer Document with this letter contained in the form and the context in which it appears. DTZ is not, and is not intended to be, a director, ofﬁ cer, or employee of MGNZ. It provides, and may in future provide, valuation advice to MGNZ.

Yours faithfully DTZ New Zealand Limited

Sean B Molloy, FNZPI, FNZIV REGISTERED VALUER

104 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 10

7 March 2005 The Directors Macquarie Goodman (NZ) Limited Level 3, Q&V Building 203 Queen Street Level 27 151 Queen Street AUCKLAND PO Box 1631 Auckland New Zealand Dear Sirs Tel 64 9 358 1888 Fax 64 9 358 1999 Fletcher Head Ofﬁ ce, Penrose, Auckland www.colliers.co.nz

Instructions At your request, Colliers International New Zealand Limited (“Colliers”) has prepared this letter summarising the valuation results from our completed, self-contained valuation report dated 31 December 2004. The purpose of our report was to render our opinion of market value of the property as at 31 December 2004. This valuation summary has been prepared for inclusion in an Offer Document for Macquarie Goodman Property Trust (“MGP”) to be dated on or about 7 March 2005 which is to be issued by the manager of the Trust, Macquarie Goodman (NZ) Limited (“MGNZ”). The value reﬂ ects all information known by the valuers at Colliers who worked on the report for the subject property and the market conditions within the general area of the property. Our report is based upon the most current information available at the time that valuation was prepared. Colliers accepts no responsibility for subsequent changes in information as to income, expenses or market conditions.

Brief Description of the Property This property is located at 810 Great South Road, Penrose, Auckland. The property is a business park, with large industrial elements, ultimately likely to be superseded.

Property and Location

Fletcher Head Ofﬁ ce Penrose Building Area (sqm) 48,526 sqm Land Area (sqm) 8.1084 hs Net Rental (NZ$ pa) $6,472,389

Summary of Valuation The value, estimated by Colliers as at 31 December 2004, according to the lease terms outlined in the report, is as follows. Property Name Fletcher Head Ofﬁ ce Market Value (NZ$) $72,000,000 Weighted average lease term (contract rental) 4.25 years Initial Yield – Contract 8.99% Initial Yield – Market 8.99% Capitalisation Rate – Contract 9.0% Capitalisation Rate – Market 9.0% Resultant Internal Rate of Return 10.22% Target Internal Rate of Return (Disc Rate) 10.25% Terminal Yield 9.5% Price per sqm of building $1,484

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 105 Independent valuations continued

For full details of the valuation, please refer to the complete, self-contained valuation report, separately prepared for the property which may be inspected at the ofﬁ ces of MGNZ during normal business hours.

Valuation Analysis The valuation has been completed in accordance with the New Zealand Property Institute (NZPI), Professional Practice 2004. Under the International Valuation Standards Committee (IVSC) and NZPI standards, market value is defi ned as: “The estimate amount for which an asset should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.” In arriving at our opinion of market value we have placed primary emphasis on the capitalization of market net income approach and where appropriate have also adopted a discounted cashfl ow analysis. An explanation of the application of the discounted cashfl ow and capitalization of market and/or passing income is set out below. a) Capitalisation of Income Approach The methodology uses a single year’s estimate of stabilized net operating income to provide a value indication and involves making considerations as to net market and passing income and any other relevant capital adjustments that are required to be made relating to outstanding rent free incentives, rental reversions, the present value of profi t/overage rental and/or anticipated surplus land. The assessment of the market rental and capitalisation rate is derived from the analysis of rental and sales evidence applicable to properties selling subject to existing tenancies and also from market lease transactions. b) Discounted Cashfl ow Method The discounted cashfl ow (“DCF”) method is detailed analysis used when the future income is expected to be variant, usually as a result of numerous lease obligations and/or anticipated changes in market conditions or income and expenses. The DCF method specifi es the quantity, variability, timing and duration of net operating income and cashfl ow. Estimating the proper internal rate of return or yield rate (discount rate) is essential. Colliers must consider the target yield sought by investors as well as yields derived from comparable sales and/or market information. The methodology is as follows: 1. Estimate the cashfl ows for each period of a projected holding period net of any capital expenditures such as leasing commissions, structural repairs and tenant incentives and other allowances. 2. Estimate a yield rate and a terminal overall capitalization rate. 3. Estimate a selling price known as the reversion for the end of the projected holding period. 4. The cashfl ows and the revisions are then discounted to a value estimate. We have utilised a 10 year holding period with the revision calculated based upon capitalised Year 11 net operating income. In selecting yield rates at which cashfl ows are to be discounted, an emphasis is placed on the prospective or forecast yield rates anticipated by typical buyers and investors. This rate in infl uenced by many factors, including the degree of apparent risk, marketing attitudes towards future infl ation, the prospective rates of return for alternative investments, the rates of return earned by comparable properties in the past and the supply and demand of mortgage funds.

106 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 10

Verifi able We have assumed that the instructions and subsequent information supplied contain a full and frank disclosure of all information that is relevant. We have assumed that there are no easements, rights of way or encroachments except those shown on the Certifi cate of Title or in the valuation. A current survey has not been sighted. The valuation is made on the basis that there are no encroachments by or upon the property and this should be confi rmed by a current survey or report and/or advice from a Registered Surveyor. If any encroachments are noted by the survey report we reserve the right to review our valuation. We are not aware of any notices currently issued against the property and we have made no enquiries in this regard. We have not inspected the plant and equipment or obtained any advice on its condition or suitability. In the course of preparing this report we have relied upon information provided by the owner or the property. We have assumed that this information is correct and have adopted this information in our assessment.

Further Consulting We have inspected all readily accessible parts of the improvements considered necessary for the purposes of our valuation. We have not sighted a structural survey of the improvements, nor its plant and equipment, by a qualiﬁ ed engineer. The valuer is not a building construction and/or structural expert, and it therefore unable to certify as to structural soundness of the improvements. A prospective purchaser or mortgagee would need to make their own enquiries in this regard. We have not inspected unexposed or inaccessible portions of the premises. We therefore cannot comment on the structural integrity, defect, rot or infestation of the improvements. Our valuation is plus GST (if any).

Opinion The assumptions we have made in respect of our projections are as follows: There will be no major economic downturn during the projection period, beyond that envisaged at the date of valuation. A continued stable economy and reasonable levels of growth as currently predicated over the next 5 years. The property manager will continue to manage the property in an experienced professional manner. There will be no new taxes or rates introduced which have a direct impact on the property over the project period.

Disclaimer and Consent Colliers has not been involved in the preparation of the Offer Document and makes no statement in the Offer Document other than in this valuation summary letter. Neither Colliers nor any of its directors accepts any responsibility for information in any other part of the Offer Document. Colliers has given, and has not before the date of the Offer Document withdrawn, its consent to the distribution of this Offer Document with the letter constrained in the form and the context in which it appears. Colliers is not, and it not intended to be, a director, ofﬁ cer, or employee of MGNZ. It provides, and may in future provide, valuation advice to MGNZ.

Yours faithfully Colliers International New Zealand Limited

S N Dean FNZIV, FNZPI, AREINZ REGISTERED VALUER DIRECTOR OF VALUATION AND CONSULTANCY

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 107 Independent valuations continued

7 March 2005 The Directors CB Richard Ellis Ltd Macquarie Goodman (NZ) Limited Level 9, 188 Quay Street Level 3, Q&V Building PO Box 2723 203 Queen Street Auckland, New Zealand AUCKLAND T 64 9 355 3333 Dear Sirs F 64 9 359 5430 www.cbre.co.nz HSBC Centre, Albany, Auckland

Instructions At your request, CB Richard Ellis (“CBRE”) has prepared this letter summarising the valuation results from our completed, self contained valuation report dated 20 December 2004. The purpose of our report was to render our opinion of market value of the property as at 31 December 2004. This valuation summary has been prepared for inclusion in an Offer Document for Macquarie Goodman Property Trust (“MGP”) to be dated on or about 7 March 2005 which is to be issued by the manager of the Trust, Macquarie Goodman (NZ) Limited (“MGNZ”). The value reﬂ ects all information known by the valuers at CBRE who worked on the report for the subject property and the market conditions within the general area of the property. Our report is based upon the more current information available at the time that valuation was prepared. CBRE accepts no responsibility for the subsequent change in information as to income, expenses or market conditions.

Brief Description of the property The property is located at corner of Don McKinnon and Corinthian Drives, Albany, Auckland. The property is an A grade ofﬁ ce building.

Property & Location Building Area (sqm) Land Area (sqm) Net Rental (NZ$ pa) HSBC Centre, Albany 5,849 7,467 $1,978,798

Summary of Valuation The value estimate by CBRE as at 31 December 2004, according to the lease terms outlined in the report, is as follows.

Property Name HSBC Centre Market Value (NZ$) $22,150,000 Weighted average lease term (contract rental) 4.96 Initial Yield – Contract 8.93% Initial Yield – Market 8.93% Capitalisation Rate – Contract 9.0% Capitalisation Rate – Market 9.0% Resultant Internal Rate of Return 10.38% Target Internal Rate of Return (Disc Rate) 10.25% Terminal Yield 9.75% Price psm of building $3,755

For full details of valuation, please refer to the complete, self contained valuation report, separately prepared for the property which may be inspected at the ofﬁ ces of MGNZ during normal business hours.

108 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 10

Valuation Analysis The valuation has been completed in accordance with the New Zealand Property Institute (NZPI), Professional Practice 2004. Under the International Valuation Standards Committee (IVSC) and NZPI standards, market value is defi ned as: “The estimated amount for which an asset should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after property marketing wherein the parties had each acted knowledgably, prudently and without compulsion.” In arriving at our opinion of market value we have placed primary emphasis on the capitalisation of market net income approach and have also adopted a discounted cashfl ow analysis. An explanation of the discounted cashfl ow and capitalisation and/or passing income is set out below. a) Capitalisation of Income Approach This methodology uses a single year’s estimate of stabilised net operating income to provide a value indication and involves making considerations as to net market and passing income and to any to any other relevant capital adjustments that are required to be relating to outstanding rent free incentives, rental reversions, the present value of profi t/overage, rental and/or surplus land. The assessment of market rental and capitalisation rate is derived from the analysis of sales evidence applicable to properties selling subject to existing tenancies and also from market lease transactions. b) Discounted Cashfl ow Method The discounted cashfl ow (“DFC”) method is a detailed analysis used when the future income is expected to be variant, usually as a result of numerous lease obligations and/or anticipated changes in market conditions or income and expenses. The DCF method specifi es the quantity, variability, timing and duration of net operating income and cashfl ow. Estimating the proper internal rate of yield rate (discount rate) is essential. CBRE must consider the target yield sought by investors as well as yields derived from comparable sales and/or market information. The methodology is as follows: 1. Estimate the cashfl ows for each period of a projected holding net of any capital expenditures such as leasing commissions, structural repairs and tenant incentives and other allowances. 2. Estimate a yield rate and a terminal overall capitalisation rate. 3. Estimating a selling price known as the reversion of the end of the projected holding period. 4. The cashfl ows and the reversions are then discounted to the value estimate. We have utilized a 10 year holding period with the reversion calculated based upon capitalised Year 11 net operating income. In selecting yield rates at which cashfl ows are to be discounted, an emphasis is placed on the prospective or forecast yield rates anticipated by typical buyers and investors. The rate is infl uenced by many factors, including the degree of apparent risk, market attitudes towards future infl ation, the prospective rates of return for alternative investments, the rates of return earned by comparable properties in the past and the supply and demand or mortgage funds.

Assumptions That ﬂ oor areas as provided to us are accurate and can be conﬁ rmed by formal survey. That the land is not subject to any environmental issues. That all occupancy details as advised to us, and contained within the report are accurate. In some instances we have sighted agreements to lease only and our understanding of the Neil underwrite is based on information provided by Macquarie Goodman.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 109 Independent valuations continued

Disclaimer and Consent CBRE has not been involved in the preparation of the Offer Document and makes no statement in the Offer Document other than in this valuation summary letter. Neither CBRE nor any of its directors accepts any responsibility for information in any other part of the Offer Document. CBRE has given, and has not before the date of the Offer Document withdrawn, its consent to the distribution of this Offer Document with this letter contained in the form and the context in which it appears. CBRE is not, and is not intended to be, a director, ofﬁ cer, or employee of MGNZ. It provides, and may in the future provide, valuation advice to MGNZ.

Yours sincerely CB Richard Ellis Ltd

Patrick Ryan, SNZPI REGISTERED VALUER ASSOCIATE DIRECTOR

110 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 10

7 March 2005 The Directors Macquarie Goodman (NZ) Limited Level 3, Q&V Building 203 Queen Street AUCKLAND

Dear Sirs

Summary of valuation reports as at February 2005 for properties to be acquired

Instructions At your request, DTZ New Zealand Limited (“DTZ”) has prepared this letter summarising the valuation results from our completed, self-contained valuation report dated 16 February 2005. The purpose of our report was to render our opinion of market value of the properties as at 16 February 2005. The buildings under development have been valued as if complete and subject to the leasings or rental guarantees speciﬁ ed in each valuation report. This valuation summary has been prepared for inclusion in an Offer Document for Macquarie Goodman Property Trust to be dated on or about 7 March 2005 which is to be issued by the manager of the Trust, Macquarie Goodman (NZ) Limited (“MGNZ”). The value reﬂ ects all information known by the valuers at DTZ who worked on the report for the subject properties and the market conditions within the general area of the properties. Our report is based upon the most current information available at the time that valuation was prepared. DTZ accepts no responsibility for subsequent changes as to income, expenses or market conditions.

Summary of Valuations The value estimated by DTZ as at February 2005, based on the lease terms and guarantees outlined in the individual reports, is as follows. Central Park – 666 Great South Road

Property Name Building 8 The Carpark Development Land Location Greenlane, Auckland Greenlane, Auckland Greenlane, Auckland Type of Property Industrial Industrial Commercial Land Floor Area (sqm) 6,751 9,604 – Site Area (sqm) 4549 2401 14,180 GFA Market Value (16 Feb 2005) $19,700,000 $9,250,000 $8,500,000 Net Contract Income $1,830,408 $834,210 – Weighted Average Lease Term (Base Rent) 5.32 1.59 Initial Yield – Contract 9.29% 9.02% – Net Market Income $1,830,796 $857,220 – Equivalent yield (%) Market 8.79% 9.24% – Cap Rate (%) Contract 8.75% 9.00% – Cap Rate (%) Market 8.75% 9.25% – 10-year Total Return (IRR) 9.27% 9.84% – Discount Rate (%) 9.25% 9.75% – Terminal yield (%) 9.50% 10.00% – Property Rate (psm) $2,918 $963 $600 psm GFA Opex Growth p.a. 2.20% 2.20% – Average Rental Growth p.a. 2.22% 2.13% –

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 111 Independent valuations continued

The Gate – Neilson Street

Property Name Spec Units C3 Development Land Location Penrose, Auckland Penrose, Auckland Penrose, Auckland Type of Property Industrial Industrial Industrial Land Floor Area (sqm) 11,516 2,606 – Site Area (sqm) 17,431 3,122 20,966 Market Value (16 Feb 2005) $13,000,000 $2,980,000 $4,130,000 Net Contract Income $1,129,332 $262,790 – Weighted Average Lease Term (Base Rent) 2.00 2.00 – Initial Yield – Contract 8.69% 8.82% – Net Market Income $1,129,332 $262,790 – Equivalent yield (%) Market 8.69% 8.82% – Cap Rate (%) Contract 8.50% – 8.75% 8.75% – 9.00% – Cap Rate (%) Market 8.50% – 8.75% 8.75% – 9.00% – 10-year Total Return (IRR) 9.23% 9.66% – Discount Rate (%) 9.25% 9.50% – Terminal yield (%) 9.25% 9.50% – Property Rate (psm) $1,129 $1,144 $197 Opex Growth p.a. 2.20% 2.20% – Average Rental Growth p.a. 2.33% 2.33% –

Property Name Savill Link Toll Savill Link Nylex Linfox Property Address Savill Drive Savill Drive Westney Road Location Otahuhu Otahuhu Mangere Type of Property Industrial Industrial Industrial Floor Area (sqm) 14,247 6,390 28,585 Site Area (sqm) 21,171 14,780 74,000 Market Value (16 Feb 2005) $15,450,000 $8,400,000 $29,150,000 Net Contract Income $1,324,184 $708,100 $2,597,784 Weighted Average Lease Term (Base Rent) 6.00 10.00 15.07 Initial Yield – Contract 8.57% 8.43% 8.91% Net Market Income $1,381,210 $709,255 $2,597,784 Equivalent yield (%) Market 8.88% 8.29% 9.25% Cap Rate (%) Contract 8.50% – 8.75% 8.25% 9.25% Cap Rate (%) Market 8.75% – 9.00% 8.25% 9.25% 10-year Total Return (IRR) 9.64% 9.32% 10.37% Discount Rate (%) 9.50% 9.25% 10.25% Terminal yield (%) 9.75% 9.50% 10.25% Property Rate (psm) $802 $855 $284 Opex Growth p.a. 2.20% 2.20% 2.20% Average Rental Growth p.a. 2.23% 2.23% 2.33%

112 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 10

Valuation Methodology The valuation has been completed in accordance with the New Zealand Property Institute (NZPI), Professional Practice 2004. Under the International Valuation Standards Committee (IVSC) and NZPI standards, market value is defi ned as: “The estimated amount for which an asset should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.” In arriving at our opinion of market value we have placed primary emphasis on the capitalisation of income approach and the discounted cashfl ow analysis. An explanation of the application of the discounted cashfl ow and capitalisation of market and/or passing income is set out below. a) Capitalisation of Income Approach This methodology involves capitalising either the contract or market income of an investment property into perpetuity, having adopted an applicable yield rate from the analysis of comparable investment sales. If applicable, the valuer may make other relevant capital adjustments relating to outstanding rent free incentives, vacancies, the present value of the rental shortfall or overage and/or surplus land. The assessment of market rental and the capitalisation rate are derived from a detailed analysis of comparable sales evidence and leasing transactions in the open market. b) Discounted Cashfl ow Method The discounted cashfl ow (“DCF”) method is a slightly more sophisticated method of valuation generally suitable for multi- tenanted properties. Rather than assuming a static income stream into perpetuity, the DCF model allows the valuer to factor in multiple valuation variables such as over/under renting, lease expiries, vacancy, leasing costs and capital expenditure. These considerations are addressed over a fi xed cashfl ow period (generally 10 years), with the market income capitalised at the end of the investment period to provide a reversionary value net of selling expenses. All cashfl ow components are then discounted back to a present value equivalent, having adopted a cost of capital (analysed from comparable sales) applicable to the risk profi le of the investment property. This methodology allows the valuer to more expressly apply their opinion to the future income potential of the investment property. The methodology requires a number of assumptions and estimates including: 1. Estimates of the cashfl ows for each period of a projected holding period net of any capital expenditures such as leasing commissions, structural repairs, tenant incentives and other allowances. 2. Estimates of the terminal capitalisation rate and discount rate. 3. Growth rates for rentals and operating expenses. 4. Vacancy periods and likely incentive payments for new leasings. We have utilised a 10 year holding period with the reversion calculation based upon capitalised net market rentals from Year 11. In selecting the discount rate at which cashfl ows are to be present valued, many factors are considered, including the degree of apparent risk, market attitudes towards future infl ation, the prospective rates of return for alternative investments, the rates of return earned by comparable properties in the past.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 113 Independent valuations continued

Yours faithfully DTZ New Zealand Limited

Sean B Molloy, FNZPI, FNZIV REGISTERED VALUER

114 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST Investment statement information SECTION 11

Answers to important questions – The purpose of this section is to provide certain key information that is likely to assist a prudent but non-expert person to decide whether or not to acquire New Units under the Offer. Investors should note that other important information about the New Units and the terms of the Offer is available in the remainder of this Offer Document.

11.1 What sort of investment 11.2 Who is involved in is this? providing it for me? This Offer Document outlines an opportunity to invest in The name of the unit trust in which the New Units will be MGP, a New Zealand unit trust established under the Unit issued is “Macquarie Goodman Property Trust”. MGP was Trusts Act 1960 and listed on the NZX. established on 23 April 1999 under the name “Colonial First State Property Trust” and has a specialist focus on The New Units offered are ordinary Units in MGP. Each investing in warehouse/distribution centres, industrial New Unit represents an undivided beneﬁ cial interest in estates, business parks and ofﬁ ce parks throughout the net assets of MGP and will provide the holder with the New Zealand. Further information on the history and right to: development of MGP, and its business activities, is – subject to the Listing Rules, attend and vote at meetings contained in sections 2 and 7. of Unitholders in respect of which the record date The manager of MGP is MGNZ and its address is: is after the date of issue of the New Units, including the right to cast one vote per Unit on a poll on any Level 3, Q & V Building resolution; 203 Queen Street – an equal participation with all other Units in any Auckland distribution declared after the issue of the New Units; The trustee of MGP is Perpetual Trust Limited and its and address is: – an equal participation with all other Units in any residual Level 17, HSBC Centre assets on the winding up of MGP. 1 Queen Street Each New Unit has the other rights, and is subject to the Auckland obligations, set out in the Unit Trusts Act 1960 and the Trust Deed. Further details on the rights and obligations of Unitholders are set out in section 14, which contains a summary of the Trust Deed.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 115 Investment statement information continued

11.3 How much do I pay? Instructions on how Eligible Retail Unitholders may accept their Priority Entitlement and how a new investor The Application Price is $1.09. This Application Price was may make an Application for New Units under the Retail determined by MGNZ and the Lead Manager following an Entitlement Offer are set out in section 4.19 and on the institutional book-build process conducted as part of the reverse of the blue Entitlement and Acceptance Form Institutional Offer. and the green Public Application Form respectively. All Eligible Unitholders participating in the Offer and all Applications made by investors other than Eligible Retail other successful applicants for New Units will pay the Unitholders in the Retail Entitlement Offer must be made same price for each New Unit. for a minimum of 1,500 New Units and thereafter in multiples of 100 New Units. Eligible Retail Unitholders Applications for New Units by Eligible Retail Unitholders are not obliged to apply for any New Units, but have an must be made on the blue personalised Entitlement and entitlement to apply for up to their Priority Entitlement. Acceptance Form and Applications for New Units by other Eligible Retail Unitholders may also apply for New Units investors participating in the Retail Entitlement Offer must in excess of their Priority Entitlement in multiples of be made on the green Public Application Form. 100 New Units. A participant in the Institutional Offer who has received an Application Monies received in respect of Applications allocation of New Units must send the Confi rmation and which are declined in whole or in part will be refunded Registration Details form which is attached to the Offer (without interest) as soon as is practicable, and in any Confi rmation Letter and other requisite documentation event within fi ve business days of the closing date of the to the Lead Manager at Level 14, Phillips Fox Tower, Offer. Further information on the treatment of Application 209 Queen Street, Auckland on or before 5:00 pm on Monies received in respect of the Offer is set out under the 9 March 2005. The Application Monies in respect of such heading “Application Monies and Interest” in section 4.8. Application must be delivered to the Lead Manager on the Institutional Settlement Date before 10.00 am. The New Units will be issued as fully paid Units and, once the Application Price has been paid on Application, Applications under the Retail Entitlement Offer, together a Unitholder will have no liability to MGP for any further with the Application Monies, must be delivered in time to payment in respect of the New Units (except for any tax reach the Unit Registrar at Level 2, 159 Hurstmere Road, paid or payable by MGNZ or the Trustee on behalf of, or Takapuna no later than 5:00 pm on 12 April 2005. in respect of, the Unitholder). MGNZ reserves the right to accept late Applications, but is under no obligation to do so.

116 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 11

11.4 What are the charges? Other than the Application Price, an applicant will pay no charges to MGP or MGNZ, or any of their associated persons. If tax is paid by MGNZ or the Trustee on behalf of a Unitholder, MGNZ or the Trustee (as applicable) is entitled to be reimbursed by the Unitholder (by way of deduction from any amounts payable to the relevant Unitholder) for the amount of tax paid on that Unitholder’s behalf. The fees that may be charged to MGP by MGNZ, or any of its associated persons, are also set out in the following table.

Fee Amount How and when paid

Management fee At present, MGNZ is entitled to receive a management fee of 0.70% Payable by MGP (payable to MGNZ) per annum (plus GST) of the value of MGP’s assets (paid by MGP monthly in arrears. monthly in arrears). The value of MGP’s assets is calculated on the basis of the book value of the assets in MGP’s most recently audited statement of fi nancial position, but is recalculated to refl ect changes in the value of MGP’s assets as a result of the acquisition or disposal of properties during a fi nancial year. Where, during a fi nancial year, MGP’s assets increase as a result of an acquisition of a property, MGNZ’s fee for the part of the fi nancial year subsequent to the acquisition is increased from the end of the month in which the acquisition occurs in proportion to the amount by which the acquisition price of the property (less the book value of any assets used to acquire the property) increases the value of MGP’s assets. Where, during a fi nancial year, MGP’s assets decrease in value as a result of a disposal of a property, MGNZ’s fee for that part of the fi nancial year subsequent to the disposal of the property is decreased from the end of the month in which the disposal occurs in proportion to the amount by which the price at which the property was disposed (less the book value of any assets acquired as a result of the disposal of the property) decreases the value of MGP’s assets. The management fee can be changed by amendment to the Trust Deed. The Trust Deed can be amended as described on section 14.26, subject to the requirements of the Listing Rules. The Listing Rules would require any change to be approved by ordinary resolution of Unitholders if the annual fees were likely to exceed 0.5% of the market capitalisation of MGP. Amendments to the management fees paid to MGNZ will be considered at the Meeting. These amendments are described in section 5.

Trustee Fees The Trustee is paid a fee set at 0.03% per annum (plus GST) of the Payable by MGP (payable to the total assets of MGP, subject to a maximum annual fee of $60,000, quarterly. Trustee) provided MGP’s assets do not exceed $250 million. If the assets of MGP exceed $250 million, then the Trustee will be paid a fee based on a graduated scale as follows: up to $200 million, 0.030% of total assets; between $200–$300 million, 0.020% of total assets; between $300–$400 million, 0.015% of total assets; over $400 million, 0.010% of total assets. MGNZ and the Trustee have agreed that they will review the trustee fee arrangements in June 2007. In addition to the Trustee’s fee, disbursements incurred by the Trustee (ie. legal fees) are payable by MGP.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 117 Investment statement information continued

Fee Amount How and when paid Property services MGPS is paid the following fees (plus GST) for property management Payable by fees (payable to services to MGP (in proportion to MGP’s interest in the relevant MGP as they are MGPS) property): incurred, except (a) property management fees of between 1.5% and 3.0% of the for the property gross income from each property; management fees which are payable (b) leasing commissions ranging from 13% of average annual rental by MGP monthly to 19% of average annual rental; in arrears. (c) rent review management fees of 10% of the rental increase per annum or 1.0% of the reviewed rental whichever is the greater, subject to a minimum fee of $1,500; (d) disposition fees ranging from 0.75% to 2% of the sale price of the property; and (e) acquisition fees ranging from 0.75% to 2% of the acquisition price of the property. MGPS may also be paid other agreed marketing coordination fees, project management fees, building supervision fees, and engineering fees. The above fees were approved by Unitholders at a meeting on 23 March 2004. On completion of the Acquisition, MGP will meet all of the fees of MGPS. Subject to the approval of the Trustee, and to the requirements of the Listing Rules, MGNZ and MGPS may agree new fees for MGPS from time to time. Development MGPS may be paid fees for development management, project Payable by MGP as management fees management, overseeing development, pre-lease services, resource they are incurred. (payable to MGPS) consent applications and architectural services, master planning and concept design services and overseeing services. The appointment of MGPS to provide these services and the level of these fees will be agreed between the parties on a case by case basis. In addition, MGPS will be paid for reasonable disbursements incurred in the performance of its duties under the development management agreement. Subject to the approval of the Trustee, and to the requirements of the Listing Rules, MGNZ and MGPS may agree new fees for MGPS from time to time. Other fees (payable If MGNZ, or another member of the group of companies of which Payable by MGP as to MGNZ, or MGNZ is a member, provides any other services to MGP, that party is, they are incurred. another member subject to the Trustee’s approval, entitled to reasonable fees for their of the group of services. The services must be on normal commercial terms, or terms companies of which as favourable to MGP as normal commercial terms. MGNZ is a member)

118 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 11

Fee Amount How and when paid Other expenses In addition to the management fee referred to above, MGNZ is entitled Payable by MGP (payable to MGNZ) to be reimbursed by MGP for a range of costs and expenses incurred as they are incurred in managing MGP, including: by MGNZ. (a) costs incurred in connection with the acquisition, holding, development, leasing, disposal or other dealings with MGP’s assets; (b) the costs of convening and holding meetings of Unitholders; (c) the fees and expenses of the auditor and any other adviser (including valuers, real estate agents and lawyers appointed in respect of MGP); and (d) any other expenditure properly and reasonably incurred by MGNZ in connection with carrying on its duties under the Trust Deed in relation to MGP. In the fi nancial year of MGP ended 31 March 2004, the total amount of costs and expenses reimbursed by MGP to MGNZ was $708,000. Underwriting and The Underwriter will be paid an underwriting and management fee of Payable by MGP fi nancial advisory 3% of the total value of the Offer excluding any equity subscribed for on the date MGP fees (payable to by MGQ. The Lead Manager will be paid a fi nancial advisory fee of has received all the the Underwriter and $500,000. Application Monies Lead Manager) under the Offer. If MGNZ does not proceed with the Offer, other than by reason of a breach by the Lead Manager of its agreement with MGNZ, and, within 12 months of the termination of its agreement with the Lead Manager, MGNZ proceeds to make an offer of securities on similar terms to the Offer which is not lead managed by the Lead Manager, MGNZ must pay the Lead Manager in cleared funds a fee of 3% of the aggregate issue price of the securities issued pursuant to that offer (excluding any equity subscribed for by MGQ) no later than on the settlement date of that offer. The Underwriter and Lead Manager may also be paid out of pocket expenses incurred in connection with the Transaction.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 119 Investment statement information continued

MGP will pay all costs and expenses associated with Where, during a fi nancial year, MGP’s Relevant Assets the Offer, including legal and other professional fees, decrease as a result of a disposal of a Relevant Asset, the unit registry fees, issue management and administration base fee for the part of the fi nancial year subsequent to expenses, underwriting and fi nancial advisory fees, the disposal of the Relevant Asset will be decreased with advertising and printing and distribution costs. These effect from (and including) the day in which the disposal costs and expenses are estimated to be $5.8 million. occurs by reducing the book value or the Relevant Assets by the book value of the Relevant Asset sold. As discussed in section 5, substantial amendments have been proposed to the management fee payable to MGNZ If an adjustment of the nature discussed in the preceding under the Trust Deed. If those amendments are approved two paragraphs is made in any month, the base fee for by Unitholders at the Meeting, the relevant fees that may that month will be calculated for that month by reference be charged to MGP by MGNZ (plus GST in all cases) will to the weighted average book value of the Relevant Assets be as follows from 1 April 2005. in that month. The base fee will be paid by MGP monthly in arrears. Management fee MGNZ will be entitled to payment of a base fee and Performance fee a performance fee. The performance fee will be calculated by reference to Unitholders’ returns, being the aggregate gross Base fee distributions (being distributions plus attached imputation The base fee will be calculated as follows: credits), per Unit declared for, and relating to, a half year, (a) if the value of MGP’s assets, other than cash plus or minus (as the case may be) the change in Unit and trade debtors (the remaining assets used for price of the Units over the relevant half year, and plus calculating the base fee being referred to as the or minus (as the case may be) any allocated part of the “Relevant Assets”), is less than, or equal to, “rolling balance” described below. $500 million, 0.50% per annum of such value; and If in any half year Unitholders’ returns are less than or (b) if the value of the Relevant Assets is greater than equal to the Threshold (described on page 121) for that $500 million, the aggregate of $2.5 million (being half year, then the performance fee payable to MGNZ for 0.50% of $500 million) and 0.40% per annum of the that half year will be $0.00, and the difference between amount by which such value exceeds $500 million. the Threshold and the actual Unitholders’ returns for that The value of the Relevant Assets will be calculated on the half year (referred to as a “Defi cit”) will be dealt with in the basis of the book value of the Relevant Assets in MGP’s manner discussed on page 121. most recently audited statement of fi nancial position, but If in any half year Unitholders’ returns are greater than will be recalculated to refl ect changes in the value of the the Threshold for that half year, then the performance Relevant Assets as a result of any capital expenditure on, fee payable to MGNZ for that half year will be calculated or the acquisition or disposal of, a Relevant Asset during as 10% of the amount by which Unitholders’ returns for a fi nancial year. that half year exceeded the Threshold (up to the Cap Where, during a fi nancial year, MGP’s Relevant Assets (described on page 121) for that half year) multiplied by increase as a result of any capital expenditure on a the average number of Units on issue during the relevant Relevant Asset, or as a result of an acquisition of a half year. Relevant Asset, the base fee for the part of the fi nancial If in any half year Unitholders’ returns are greater than the year subsequent to the capital expenditure or the Cap for that half year, then the performance fee payable acquisition of the Relevant Asset (as the case may be) to MGNZ for that half year will be calculated as 10% of will be increased with effect from (and including) the the amount by which Unitholders’ returns exceed the day in which the expenditure is incurred or in which the Threshold, up to and including the Cap, multiplied by acquisition occurs (as the case may be) by adding the the average number of Units on issue during the relevant amount of the expenditure or the acquisition price (as the half year. The difference between the Cap and the actual case may be) to the book value of the Relevant Assets. Unitholders’ returns for the half year (referred to as an “Excess”) will be dealt with in the manner described on page 121.

120 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 11

A rolling balance of Defi cits and Excesses is maintained. The The performance fee will be paid by MGP half yearly in rolling balance will be reduced by the amount of any Defi cit arrears (in respect of the half years ending March and for a half year, and increased by the amount of any Excess September). for a half year. If for any half year the rolling balance at the Subject to obtaining all necessary Unitholder approvals end of the previous half year is: and to compliance with all laws and the Listing Rules, the (a) positive, it will be added to Unitholders’ returns in the performance fee paid to MGNZ will be used by MGNZ relevant half year to determine the performance fee, (or nominee) to acquire Units. The nominee could be a but only to the extent of the Cap and any remaining member of MGQ. The Units will be issued at the higher amount of the rolling balance will be carried forward of the weighted average price of Units on NZX over the and applied in the following half year; or fi ve trading day period immediately before the date of (b) negative, it will reduce Unitholders’ returns in the receipt of a performance fee and the net asset value per relevant half year for the purpose of calculating Unit on that date. The number of Units issued for each the performance fee, but only to the extent that performance fee received will be equal to the number Unitholders’ returns would otherwise be greater than (rounded down to the nearest whole number) arrived at the Threshold and any remaining amount of the rolling by dividing the amount of the fee by that issue price. No balance will be carried forward and applied in the units will be issued if the independent directors of MGNZ following half year. consider that it is not in the best interests of MGP. To determine the performance fee the following All Units issued under these provisions will rank equally components are used: with the other Units, but will be issued after the fi nal date for any distribution for, and in respect of, the relevant (a) The “Benchmark Index” is a gross accumulation half year. index created from NZX entities having a principal focus on investment in real property, excluding MGP, Fees on termination of MGP or cessation calculated by a person appointed by MGNZ and of management approved by the Trustee. It commences at 100 on the date fi ve years before the end of the relevant half year. If MGP terminates, or MGNZ ceases to be the manager of MGP, MGNZ will receive: (b) The “Cap” is the aggregate of the Target Return, plus 5%, per annum, on the opening Unit price for that half (a) all accrued but unpaid base and performance fees. year, expressed as a monetary amount. In these circumstances, there will be no obligation on (c) The “Threshold” for a half year is equal to the Target MGNZ to acquire Units with any performance fee; Return per annum on the opening Unit price for the (b) a proportion of the base fee payable for the month in half year, expressed as a monetary amount. which the termination or cessation (as the case may (d) The “Target Return” for a half year is the greater of be) occurs, equal to the proportion that the number of 0% and (expressed as a percentage): days expired in that month bears to the total number of days in that month; and BMC – BMO 1 × (c) a performance fee calculated for the period between BMO 5 the expiry of the last half year and the date of “BMC” is the Benchmark Index at the end of the half year. termination or cessation (as the case may be), in “BMO” is the Benchmark Index on the date fi ve years accordance with the provisions described above, as before the end of that half year. if that period was a half year, except that any rolling balance will be fully applied to determine Unitholders’ For the purposes of calculating the performance fee, returns, the performance fee will not be restricted adjustments will be made to the calculation of Unit by the Cap, and the Threshold will be an amount prices and returns to take into account the effect of calculated at the rate of the Target Return per annum rights issues and other changes in capital structure. In on the opening Unit price for the period. In these the event of a reorganisation of MGP’s capital structure circumstances, there will be no obligation on MGNZ during any half year, the opening Unit price for the half to acquire Units with any performance fee. Any new year will be adjusted by MGNZ to fairly refl ect the effect manager will have no entitlement to a performance fee of the reorganisation on the price of the Units. MGNZ for the half year in which a cessation of management is required to ensure that the method of calculation it occurs, and the rolling balance will be set to zero. uses is approved by a suitably qualifi ed independent chartered accountant as being fair and reasonable in the circumstances.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 121 Investment statement information continued

11.5 What returns will I get? – the performance of world stock markets or the occurrence of international economic and political Returns on the New Units may be by way of capital events that may affect those stock markets; appreciation (although the market price of Units may – a change in the level of interest rates in New Zealand also fall) and any distributions made in respect of the (leading to higher fi nance costs for MGP) and the ability New Units. Returns by way of capital appreciation can of MGP to meet its obligations under its fi nancing be realised as set out in section 11.8 under the heading arrangements; “How do I cash in my investments?”. An investor may also – the imposition of restrictions or new requirements on receive proceeds from a winding up of MGP, as further MGP due to changes to laws and rules governing the discussed in section 11.6.3. property investment industry or any participants in that 11.5.1 Distributions industry; and Each New Unit will be entitled to an equal share of any – actions of MGP’s main competitors. distribution declared after 1 April 2005. New Units will Further information on factors which may affect returns on have no right to share in any distribution declared prior to the New Units is set out in section 11.6 under the heading that date. “What are my Risks?” MGNZ intends to declare distributions on a quarterly basis Taxation is also likely to affect returns to investors. See payable in or about June, September, December and March below for a brief description of the taxation implications in respect of each fi nancial year, after taking into account of investing in the New Units. Reserves made by MGNZ the actual fi nancial performance of MGP and the projected from income or gains of MGP will also affect returns to fi nancial performance and cash requirements of MGP. investors. Reserves may be made by MGNZ if it considers it prudent to do so. Distributions will be prudently set by MGNZ having regard to the considerations referred to above. Investors should 11.5.3 Taxation of returns also refer to the description of the factors that might The comments and descriptions referred to below are of affect MGP’s existing and future fi nancial and operational a general nature only. They do not constitute legal advice. performance set out in section 11.6 under the heading Persons considering the subscription for, ownership or “What are my Risks?”. MGNZ may vary the distribution sale of New Units should consult their own tax advisers policy of MGP from time to time. No guarantee is given concerning the tax consequences in light of their particular by the Trustee, MGNZ or any other person in respect situations. The information set out below is based on of the Units or the amount of the return which investors applicable tax legislation current as at the date of this may receive in relation to them. No return quantifi able Offer Document. at the date of this Offer Document and enforceable by Unitholders is promised. In general, any distribution, including a cash distribution, by MGP in respect of its Units, other than a non-taxable MGNZ arranges distributions. However, it is the Trustee, bonus issue of Units or a return of capital in certain as trustee of the Trust, which is legally liable to pay the circumstances, will be considered a distribution for distributions to Unitholders out of, and to the extent of, New Zealand tax purposes. To the extent that distributions MGP’s assets in accordance with the Trust Deed. paid by MGP to New Zealand resident Unitholders have Unitholders resident in New Zealand and Australia may less than the maximum allowable imputation credits be entitled to reinvest distributions payable on their Units attached, those distributions will be subject to resident in additional Units in accordance with MGP’s distribution withholding tax at 33%. reinvestment plan. Further information on the distribution However, resident withholding tax on distributions reinvestment plan is set out in section 7.7. does not need to be accounted for if the New Zealand 11.5.2 Factors affecting returns resident Unitholder holds and produces to MGP a current certifi cate of exemption. To the extent that MGP pays Unitholders’ returns will depend on a number of factors, distributions to a New Zealand resident Unitholder without many of which are not within MGNZ’s control. imputation credits attached, MGP will account for resident Some factors which may infl uence returns are: withholding tax unless it is satisfi ed by the Unitholder that this is not required by law. Any resident withholding tax – the performance of the New Zealand economy; accounted for in respect of a distribution paid to a – MGP’s earnings, cash fl ows and fi nancial structure; New Zealand resident Unitholder is able to be credited against the income tax liability of that Unitholder.

122 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 11

Gains on the sale of Units by a New Zealand resident Investors should carefully consider the following risk Unitholder will be subject to tax if that Unitholder is in factors, in addition to the other information in this Offer the business of dealing in securities, if the Units were Document, before subscribing for New Units. purchased for the purposes of sale or if the Units were sold as part of a profi t making undertaking or scheme. 11.6.1 General business risks No stamp duty is payable in New Zealand on Unit issues Economic activity or transfers. New Zealand GST does not apply to Unit MGP’s business and its performance are subject to issues or transfers. changes in the New Zealand economy at large, including but not limited to customer demand, infl ation, interest A Unitholder who is not tax resident in New Zealand will rates, exchange rates and the government’s regulatory be subject to a maximum non-resident withholding tax and fi scal policy. It is possible that a downturn in the New of 30% of the gross amount of all distributions paid by Zealand economy, or within MGP’s customer base, could MGP to the extent that those distributions do not have have a material adverse impact on MGP’s performance. full imputation credits allocated to them. This rate may In addition, movements in New Zealand and international be reduced if the non-resident Unitholder is able to claim stock markets and changes in economic conditions or the benefi t of any tax treaty between that Unitholder’s interest rates may affect prices at which the Units trade. country of residence and New Zealand. Commonly, tax treaties to which New Zealand is a party have the effect of Regulatory issues and changes in law reducing the rate of non-resident withholding tax to 15%. As a business with operations in New Zealand, MGP and Non-resident withholding tax on distributions is a fi nal tax. MGNZ are exposed to government regulatory policies In certain circumstances, a gain on the sale of the Units that could have a direct bearing on business operations. by a non-resident may be subject to income tax. Whether MGP and MGNZ believe that they currently comply with income tax will apply will depend upon the non-resident the applicable regulations. However, no assurance can Unitholder’s individual circumstances and any applicable be given that current laws and regulations or the adoption tax treaty. of new laws and regulations may not have a material adverse effect on MGP’s operations, fi nancial performance or prospects. In particular, any change in government 11.6 What are my risks? regulatory policy in respect of property markets and The principal risks for investors are that they may be tenancy laws may have a material adverse effect on unable to recover some or all of their original investment, MGP’s performance. and may not receive the distributions they anticipate Taxation receiving from MGP. This could occur for a number of Changes in tax law, or changes in the way tax law is reasons, including in the event that: interpreted, have the potential to impact on returns. (a) MGP’s operational and fi nancial performance does not Changes to the rates of income tax applying to individual meet the level anticipated by investors, or projected and/or trusts similarly will impact after-tax Unitholder returns. by MGNZ; Litigation and disputes (b) the price at which Unitholders are able to sell their Legal and other disputes may arise from time to time in Units (including the New Units) is less than the price the ordinary course of operations. Any such dispute may they have paid for them; impact on earnings or affect the value of MGP’s assets. (c) the market for Units (including the New Units) becomes illiquid or ceases to exist; or Competition (d) MGP becomes insolvent. MGP faces competition from other property groups and other organisations in New Zealand. MGP also Some of these factors could mean that Unitholders receive operates with the threat of new competition entering the none of (or less than) the expected returns on the Units market. Competition may lead to an oversupply through and the amount invested in the New Units. overdevelopment, or to prices for existing properties being Factors affecting the performance of the market price infl ated via competing bids by purchasers. The existence of Units, and level of distributions paid by MGP, are of such competition may have a material adverse impact described above under the heading “What returns on MGP’s ability to secure customers for its properties will I get?”. at satisfactory rental rates and on a timely basis or to develop properties at an appropriate cost.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 123 Investment statement information continued

Insurance Rental income and/or the market value of properties may MGP and MGNZ arrange comprehensive material be adversely affected by a number of factors, including: damage, business interruption and public and statutory (a) the overall conditions in the national and local liability insurance covering the portfolio and utilise policy economy such as changes to growth in Gross specifi cations and insured limits customarily carried for Domestic Product, employment, infl ation and interest similar portfolios in New Zealand. There are, however, rates; types of losses (such as earthquake and volcanic eruption) (b) local real estate conditions, such as changes in the that are insured but subject to higher deductibles. demand and supply for industrial assets or space; Terrorism insurance is also arranged subject to certain limits and deductibles. The insurance programme is (c) the perception of prospective customers regarding renewed annually and the scope of insurance will be attractiveness and convenience of assets; dependent on a number factors such as the continued (d) unforeseen capital expenditure; availability of cover, the nature of the risks to be covered, (e) supply of new properties and other investment assets; extent of the proposed coverage and the costs involved. and Funding (f) investor demand/liquidity in investments. In order to provide for future growth, MGP relies on both Leasing terms equity and debt funding along with refi nancing of existing The performance of MGP depends on its ability to debt facilities. An inability to obtain the necessary funding continue to lease existing industrial and business space for MGP or a material increase in the cost of the funding on economically favourable terms. In addition, the ability to through an increase in interest rates may have an adverse lease new property space in line with expected terms will impact on MGP’s projected fi nancial performance and impact on the fi nancial performance of MGP. fi nancial position. Bankruptcy or closure of major customers Loss of key personnel The bankruptcy or closure of a major customer may MGP’s operations are reliant on MGNZ retaining and have a material adverse effect on a property’s income, attracting quality senior executives and other employees. which may result in a negative impact on the fi nancial There is no guarantee that MGNZ will be able to retain performance of MGP. these employees, or that suitable replacements will be hired in the event of their departure or that it will be able to Liquidity of property investments prevent them from competing with MGNZ in the event of The nature of investments in property assets may make their departure. it diffi cult to alter the balance of MGP in the short term in response to changes in economic or other conditions. 11.6.2 Property market risks Acquisition of properties The past performance of MGP’s assets does not A key element of MGP’s future strategy will involve the guarantee their future performance. Any deterioration of acquisition of properties to enhance its property portfolio, the New Zealand property markets could adversely affect including, in appropriate circumstances, the acquisition the value of MGP’s properties. MGP will be subject to of properties with MGQ pursuant to the Co-ownership the prevailing property market conditions in New Zealand. Agreement. While it is MGP’s policy to conduct a thorough Adverse changes in market sentiment or market due diligence process in relation to any such acquisition, conditions may impact MGP’s ability to acquire, manage risks remain that are inherent in such acquisitions. These or develop assets, as well as the value of MGP’s assets. risks could include unexpected problems or other latent These impacts could lead to a reduction in earnings or liabilities such as the existence of asbestos or other the carrying value of assets. hazardous materials or environmental liabilities. Depending Changes in the value and income of properties on the nature and structure of the acquisition, there may Returns from investment in property assets largely also be risks associated with integration of businesses, depend on the rental generated from the property and including fi nancial and operational issues as well as the expenses incurred in the operation, including the employee related issues. management and maintenance of the property as well as the changes in the market value of the property.

124 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 11

Development risks be required to pay up to $3 million to MGQ, as set out in MGP is involved in the development of industrial and section 12.13. Alternatively, if the Offer has raised suffi cient business space properties with MGQ. Development risks funding in any event, or if alternative funding for the include industrial disputes, inclement weather, labour Acquisition can be obtained which does not materially and and supply shortages, construction diffi culty or default adversely affect the projected performance of MGP, MGP by the construction contractor. There is also the risk that may proceed with the Acquisition. In some circumstances, customers will not be obtained for the development space the Underwriting Agreement could be terminated (in full or that a customer may default. MGP’s cost of developing or part) after completion of the Institutional Offer. This such properties could be adversely affected if these could mean that MGP settles the Acquisition with more risks were to eventuate. There are also risks associated debt than if the Underwriter had subscribed for all of the with land development, infrastructure and below ground shortfall in the Retail Entitlement Offer. services which may not be fully quantifi ed until site works Forward-looking statements commence. Regulatory risks associated with planning Certain statements in this Offer Document constitute approvals and changes in planning legislation could also forward-looking statements, including the projections affect MGP’s ability to complete a development in a described in section 9 of this Offer Document. Such timely manner. forward-looking statements involve known and unknown Development pipeline risks, uncertainties and other factors which may cause the A key factor underlying MGP’s future growth prospects is actual results, performance and achievements of MGP to its ability to deliver its current development pipeline. There be materially different from any future results, performance is a risk that some of these proposed developments will or achievements expressed or implied in such forward- not proceed or the costs incurred may exceed those that looking statements. Such factors include, among other are budgeted, or that customers are not found for the things, general economic and business conditions, developments within contemplated timeframes. regulatory risk, competition, labour relations and other factors presented in this Offer Document. Vacancy risk If any building, or part of a building, in the MGP’s portfolio Given these uncertainties, prospective investors are remains vacant for a signifi cant period of time, this would cautioned not to place undue reliance on such forward- have an adverse affect on MGP’s fi nancial performance. looking statements. In addition, under no circumstances should the inclusion of such forward-looking statements Rent reviews and lease renewals in this Offer Document be regarded as a representation The property market conditions prevailing at the time or warranty by MGP or MGNZ or any other person with may have an effect on rent reviews and lease renewal respect to the achievement of the results set out in such negotiations, which in turn may result in lower than statements, or that the underlying assumptions used anticipated rent reviews or lease renewals which would will in fact be the case. MGP and MGNZ disclaim any have an adverse impact on MGP’s fi nancial cash fl ow and responsibility to update any such risk factors or publicly the value of that particular building. announce the result of any revisions to any of the forward- looking statements contained in this Offer Document to Repairs and maintenance refl ect future developments or events, other than where Unanticipated repairs and maintenance that are not they are required to do so by the Securities Act 1978, the recoverable from customers would impact MGP’s earnings. Securities Regulations 1983 or the Listing Rules.

11.6.3 Other risks Future distribution payments Underwriting risk There can be no assurance that any distributions will be paid or as to the level to which those distributions The underwriting of the Offer will be subject to certain will be imputed, as actual events might differ from the termination events (refer to section 12.12), and the debt assumptions used in assessing the ability of MGP to pay funding secured by MGNZ for the Acquisition will have and impute those distributions. conditions that need to be satisﬁ ed prior to draw down. If the Underwriting Agreement is terminated, or the Volatility of unit price conditions to the debt funding are not satisﬁ ed, MGNZ The market price of Units following the Offer may be may be required to withdraw the Offer and cancel the volatile and can be affected by factors which might be Acquisition Agreements. As a consequence, MGP may unrelated to the operating performance of MGP.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 125 Investment statement information continued

Units available for future sale of Unitholders if MGP is wound up. Therefore, if MGP is No prediction can be made as to the effect, if any, that wound up, Unitholders would not receive any return of future sales of Units, or the availability of Units for future capital unless and until MGP has paid all its creditors. sales, will have on the market price of the Units prevailing Depending on the value of MGP’s assets, it may not, from time to time. Sales of substantial numbers of Units, or after paying all its creditors and the costs of winding up, the perception that such sales may occur, may adversely have suffi cient funds to repay Unitholders in full (or even affect prevailing market prices for Units. in part). In these circumstances, Unitholders may not recover some, or all, of their original investment in MGP. Accounting standards After all creditors have been paid, any remaining assets Accounting standards might change, necessitating will be available for distribution between all the Unitholders changes in accounting policies currently adopted by MGP. (including the holders of New Units), who will rank equally In December 2002 the Accounting Standards Review among themselves. No other persons currently rank Board (supported by the New Zealand Government) equally with, or behind, the claims of Unitholders. announced its endorsement of the adoption by New Zealand of the international fi nancial accounting reporting standards (NZ IFRS) of the International Accounting 11.7 Can the investment Standards Board (IASB) for the fi nancial year commencing be altered? on or after 1 January 2007 or earlier. It is not intended The full terms of the Offer are set out in this Offer that MGP will be an early adopter of NZ IFRS, and it is Document. Those terms may be altered by an amendment expected that the fi rst period to apply to MGP in relation to to this Offer Document by MGNZ. Details of any such NZ IFRS will be the fi nancial year commencing amendment must be fi led with the Registrar of Companies. 1 April 2007. Therefore any potential impact has not been included in the fi nancial information as NZ IFRS will not The terms and conditions attaching to the New Units are be in place for the 31 March 2005 or the 31 March 2006 set out in the Trust Deed. The terms and conditions of the fi nancial year ends. Trust Deed itself may only be altered with the approval of the Trustee and MGNZ. Minor or non-prejudicial However, the signifi cant impact of NZ IFRS will be in amendments, amendments required in order to ensure relation to income tax, as MGP will not be allowed to compliance with statutory or regulatory requirements and use the partial basis in utilising the liability method of other amendments as set out in section 14.26 under the accounting for deferred taxation. Instead MGP will be heading “Amendments to the Trust Deed” do not require required to account for deferred tax on all temporary Unitholders’ consent. Otherwise, amendments must be differences, which will include property depreciation approved by an extraordinary resolution of Unitholders. and revaluations. This will result in a taxation expense Unitholders have certain other powers exercisable by of approximately 33% of net operating surplus before extraordinary resolution (including varying Unitholders’ rights) taxation. Under NZ IFRS, when transitioning to NZ IFRS, as described in section 14.24 under the heading “Meetings”. the Group is able to recalculate its deferred taxation balance as if NZ IFRS had been implemented throughout An extraordinary resolution must be approved by a MGP’s life. This will allow MGP to restate its deferred majority of 75% of the Unitholders entitled to vote and taxation balance through equity. There may be other voting on that resolution. areas of signifi cant impact of NZ IFRS on MGP. These areas include, but are not limited to investment property, 11.8 How do I cash in leases and the recognition and measurement of fi nancial my investment? instruments. MGNZ has not considered any other possible impacts of the transition to NZ IFRS. The fi nancial effect The Priority Entitlement of Eligible Unitholders is non- to MGP of the adoption of NZ IFRS has not yet been renounceable. As such, it cannot be sold or transferred by quantifi ed. MGNZ will continue to review NZ IFRS, and its an Eligible Unitholder. impact on MGP, and will advise Unitholders accordingly. The Units (including, once allotted, any New Units) can Consequences of insolvency be sold or purchased on the NZX subject to compliance Unitholders will not be liable to pay any additional money with the Trust Deed, the Listing Rules and applicable laws (in excess of the Application Price payable to MGNZ upon (including securities laws and the Overseas Investment subscription for the Units) to MGP or any other person as Regulations 1995) and the continuation of an active a result of the insolvency of MGP. All claims of creditors trading market. Unitholders can also sell their Units by (both secured and unsecured creditors, including MGNZ private treaty. and the Trustee) against MGP will rank ahead of the claims

126 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 11

The New Units have been accepted for listing by NZX and 11.9 Who do I contact with will be quoted on completion of allotment procedures. However, NZX accepts no responsibility for any statement enquiries about my investment? in this Offer Document. Any enquiries in relation to the Offer or the New Units can The restrictions under the Trust Deed on transfers of Units be directed to: are described under the heading “Transfer of Units” in The Unit Registrar section 14.7. The principal restriction under the Listing Computershare Investor Services Limited Rules on transfers is set out in the notice and pause Level 2, 159 Hurstmere Road provisions of the Listing Rules, which apply to acquisitions Takapuna of Units by any person, or group of associated persons, Private Bag 92-119 holding or acquiring more than 20% of the Units. Auckland In the opinion of MGNZ, as at the date of this Offer Information line: 0800 359 999 (within New Zealand) Document, there is an established market for the Units +64 9 488 8777 (outside New Zealand) and there will be an established market for the New Units Facsimile : +64 9 488 8787 on allotment and quotation on the NZX. No charges are Email: [email protected] payable to MGP in respect of any sale of New Units, although sales through a broker may incur brokerage fees. 11.10 Is there anyone to whom If a Unitholder holds less than a Minimum Parcel (as I can complain if I have problems deﬁ ned in the Trust Deed) of Units, MGNZ may sell those with the investment? Units as discussed under the heading “Sale by MGNZ of small parcels” in section 14.5. Furthermore, MGNZ may Any complaints or problems with the investment should be sell any forfeited Units, as discussed under the heading directed to: “Partly paid Units and forfeiture” in section 14.9. The Unit Registrar While the Units are quoted on the NZX, MGNZ is not Computershare Investor Services Limited obliged to repurchase or cause the redemption of Units, Level 2, 159 Hurstmere Road but may do so in accordance with the Listing Rules. Takapuna For so long as the Units are quoted on the NZX, it is Private Bag 92-119 intended that any repurchase or redemption will be Auckland limited to discrete transactions or series of transactions in Information line: 0800 359 999 (within New Zealand) accordance with the Listing Rules. Further information on +64 9 488 8777 (outside New Zealand) the obligation of MGNZ to redeem or repurchase Units in Facsimile: +64 9 488 8787 these circumstances is set out in section 14.6 under the Email: [email protected] heading “Redemption or repurchase of Units”. or If MGP is terminated, all assets will be realised, liabilities The Trustee of MGP paid and any net proceeds will be distributed Regional Manager – Corporate Trust to Unitholders as discussed in section 14.25. The Perpetual Trust Limited circumstances which will result in the winding up of MGP Level 17, HSBC Centre are described in section 14.25. 1 Queen Street Auckland Telephone: +64 9 366 3290 Facsimile: +64 9 366 3299

There is no ombudsman to whom complaints can be made about this investment.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 127 Investment statement information continued

11.11 What other information can I 11.11.3 On request information obtain about this investment? Unitholders are also entitled to obtain copies of the following documents from MGNZ on request: 11.11.1 Offer Document and fi nancial the most recent half yearly and annual reports of MGP statements (together with annual audited fi nancial statements or half This Offer Document comprises both the investment yearly unaudited fi nancial statements and comparisons statement and prospectus in respect of the Offer. Other of actual distributions against prospective fi nancial information about the New Units and MGP is contained information in this Offer Document, as appropriate) and or referred to in the other sections of this Offer Document all documents that are required to be incorporated in, and in MGP’s fi nancial statements. attached to, or accompany, those fi nancial statements; A copy of this Offer Document, the other documents the Trust Deed, including any amendments to the Trust attached to this Offer Document when it was registered, Deed; and the memorandum of amendments to this Offer Document the most recent registered prospectus and investment dated 10 March 2005, the Trust Deed and MGP’s most statement relating to the Units. recent fi nancial statements may be inspected, free of Any request for this information should be made in writing charge, during normal business hours at the offi ces to MGNZ at its offi ces at Level 3, Q&V Building, 203 of MGNZ at Level 3, Q&V Building, 203 Queen Street, Queen Street, Auckland. There will be no charge for this Auckland. Those documents and other documents of, or information. relating to, MGP (including the Trust Deed) are also fi led on a public register at the Companies Offi ce of the Ministry of Economic Development, 3 Kingston Street, Auckland (and its website www.companies.govt.nz) and may be inspected on payment of the Companies Offi ce’s standard fee. These documents are fi led under MGNZ. If you wish to inspect documents relating to the period prior to December 2003, you may need to search the records of the Companies Offi ce under the name “Colonial First State Property (NZ) Limited”, which was the manager of MGP at that time.

11.11.2 Ongoing reports to unitholders Unitholders who are registered on the relevant record date will, each year, receive a half yearly report (including unaudited fi nancial statements for the fi rst six months of each fi nancial year), and an annual report (including annual audited fi nancial statements) and all other Unitholder communications. MGP is also required to make half yearly and annual announcements to NZX and such other announcements as are required by the Listing Rules from time to time.

128 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST Statutory information SECTION 12

12.1 Description of unit trust 12.2 Manager, promoters, The name of the unit trust is Macquarie Goodman auditors and advisers Property Trust. The manager of MGP is MGNZ. The address of MGNZ, MGP was established in Wellington by a trust deed and the names of the Directors of MGNZ, are set out in entered into between Colonial First State Property (NZ) the Corporate Directory on the inside rear cover of this Limited (as the initial management company for MGP) Offer Document. Each of the Directors can be contacted and Perpetual Trust Limited (as trustee of MGP) dated at MGNZ’s address. 23 April 1999. MGNZ was incorporated in New Zealand under the MGP commenced on 23 April 1999 and will terminate Companies Act 1993 on 12 December 2003. in the circumstances set out in section 14.25. MGNZ is a wholly-owned subsidiary of MGQ. MGQ does Each Unit represents an undivided beneﬁ cial interest in not guarantee the success of MGP, the repayment of the net assets of MGP and provides the holder with the capital or any particular rate of return. right to: There are no other unit trusts managed by MGNZ. (a) subject to the Listing Rules, attend and vote at No administration manager or investment manager has meetings of Unitholders, including the right to cast been appointed for MGP. one vote per Unit on a poll on any resolution; and None of MGNZ or its Directors have been adjudged (b) an equal participation with all other Units in any bankrupt or insolvent, convicted of any crime involving distribution declared; and dishonesty, prohibited from acting as a director of a (c) an equal participation with all other Units in any company or placed in statutory management or receivership. residual assets on the winding up of MGP. The names of the registrar and the auditor of MGP, and Each Unit has the other rights and is subject to the the solicitors and other professional advisers involved in obligations, set out in the Unit Trusts Act 1960 and the the preparation of this Offer Document, are set out in Trust Deed. Further details on the rights and obligations the Corporate Directory on the inside rear cover of this of Unitholders are set out in section 14, which contains a Offer Document. summary of the Trust Deed. DTZ New Zealand, CB Richard Ellis and Colliers There is no maximum number or amount of Units in MGP. International have provided the valuation reports in section 10. Jones Lang LaSalle has provided a report set out in New Units are offered under this Offer Document for $1.09 section 2.9. The addresses and qualiﬁ cations of those per New Unit. experts are set out in their respective reports. No fees are payable to MGNZ by a Unitholder or other The Trustee is independent of MGNZ. applicant for purchasing Units under the Offer, or selling Units. The opening and closing dates of the Offer are set out in section 1.4. The closing dates may be varied by MGNZ.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 129 Statutory information continued

12.3 Unit trustee (f) In July 2003, MGP sold the Greenpark Offi ce Park property in Auckland for $7 million. The trustee of MGP is Perpetual Trust Limited. The (g) In September 2003, MGP sold the BNZ Vincent Street address of the Trustee is set out in the Corporate Directory property in Auckland for $8 million. on the inside rear cover of this Offer Document. The names of the directors of the Trustee are also set out in (h) In December 2003, MGP was repositioned under the the Corporate Directory. The directors can be contacted guidance and management of MGQ. Under a series of at the address of the Trustee. agreements with Colonial First State Investments (NZ) Limited (“CFS”) and Sovereign Assurance Company The Trustee was incorporated in New Zealand under Limited (“Sovereign”), MGQ acquired the shares in the Companies Act 1882 on 16 April 1884, and is now a successor to the then management company for registered under the Companies Act 1993. MGP, Colonial First State Property (NZ) Limited, from The ultimate holding company of the Trustee is Pyne CFS for $5.8 million and purchased 29 million Units Gould Corporation Limited, a company incorporated in in MGP (20% of all issued Units) from Sovereign for New Zealand. $27.6 million. In conjunction with these agreements, The extent to which the Trustee is indemnifi ed by MGP is MGP changed its name from Colonial First State described in section 14.23. Property Trust to MGP. The Trustee does not guarantee the repayment of Units or (i) In April 2004, MGP entered the Co-ownership the payment of any earnings on the Units. Agreement with MGQ under which MGP pooled its nine core properties (Nestlé Building, Millennium Centre, IBM Centre, BTI House, Vector House, Ricoh 12.4 Description of unit trust Building, Kodak Building, EDS Building and Windsor and its development Court) with MGQ’s four New Zealand properties (Penrose Industrial Estate, Auckland Distribution The Trust Deed for MGP is dated 23 April 1999. As Centre, The Gate Industry Park and Central Park discussed in section 5, further amendments to the Trust Corporate Centre). The initial benefi cial interests Deed are proposed for consideration at the Meeting. of MGP and MGQ in the Co-ownership Agreement A summary of the principal terms of the Trust Deed is were approximately 47% and 53% respectively. contained in section 14. The different proportions of ownership arose as the aggregate book value of the properties contributed A description of the restrictions on investment of the funds by MGQ was greater than that of the properties of MGP under the Trust Deed is included in section 14.10. contributed by MGP. MGP retained a 100% interest A summary of the investment and other material activities in its three non-core properties (Unisys House, of, and material developments relating to, MGP in the Panasonic House and South City Shopping Centre), fi ve years preceding the date of registration of this Offer which were excluded from the Co-ownership Document is set out below: Agreement. MGPS, a wholly-owned subsidiary of MGQ, was appointed as property manager to manage (a) In 1999, MGP issued 145 million Units following a the properties the subject of the Co-ownership public offer, entered into loan facilities of $58.9 million Agreement. The entry into the Co-ownership and acquired a portfolio of 14 properties (which Agreement and the appointment of MGPS as property includes the purchase of Vector House which settled manager were approved by Unitholders at a meeting in December 1999), which were given (at that time) a held on 23 March 2004. Later in the month MGP sold value of $199.7 million. Unisys House in Wellington for $44 million. Further (b) In July 2000, MGP purchased Panasonic House in information on the Co-ownership Agreement is set Wellington for $9.9 million. out in section 12.12. (c) In August 2001, MGP purchased the Millennium ( j ) In May 2004, MGP completed an institutional Centre in Greenlane, Auckland for $42.6 million. placement of 21.75 million new Units at $0.96 per (d) In June 2002, MGP sold the Sovereign Centre in Unit, raising $20.9 million. MGQ did not participate Wellington for $16.9 million. in that placement, such that its holding after the placement represented approximately 17.3% of (e) In December 2002, MGP sold the Trimble Navigation all issued Units. Total Units on issue following this Building in Christchurch for $5 million. placement was 166,750,000 Units.

130 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 12

(k) In June 2004, MGP increased its interest under the Co-ownership Agreement to 50% by purchasing a further 3% interest from MGQ for $8.2 million. Further, MGP, in conjunction with MGQ under the Co-ownership Agreement, purchased Fletcher Head Offi ce in Penrose, Auckland for $72 million. MGP’s share in the purchase was $36 million. MGP also executed revolving credit facilities with Westpac Banking Corporation and Commonwealth Bank of Australia, each worth $75 million and for a term of three years. MGP, in conjunction with MGQ under the Co- ownership Agreement, also purchased a 26.5 hectare development site at Savill Link in Otahuhu, Auckland for $34.4 million. MGP’s share in the purchase was $17.2 million. (l) In September 2004, MGP sold South City Shopping Centre in Christchurch for $40 million. The sale included 573-579 Colombo Street, Christchurch. (m) Further, MGP, in conjunction with MGQ under the Co-ownership Agreement, purchased HP House, Viaduct Harbour in Auckland for $25.8 million. MGP’s share in the purchase was $12.9 million. (n) In November 2004, MGP, in conjunction with MGQ under the Co-ownership Agreement, purchased HSBC Centre in Albany, Auckland for $21.9 million. MGP’s share in the purchase was $10.95 million. Further, MGP in conjunction with MGQ under the Co-ownership Agreement, entered into an agreement to purchase land at 606-612 Great South Road, in Penrose, Auckland for $3.1 million. Settlement is due to occur in November 2005. (o) In December 2004, MGNZ introduced a distribution reinvestment plan (“DRP”) for MGP. Under the DRP, Unitholders resident in New Zealand and Institutions in Australia may subscribe for additional Units by applying all or a specifi ed part of a distribution declared by MGP and payable to them. Unitholders resident outside New Zealand (other than Institutions in Australia) are excluded from the ability to participate in the DRP to avoid the risk of breaching the laws of any other country. The terms and conditions of the DRP are set out in a booklet which is available to be inspected at the offi ces of MGNZ at the address set out in the Corporate Directory. The fi rst distribution eligible to be reinvested under the DRP was paid by MGP on 17 December 2004 and 438,350 Units were issued. The number of Units participating in the DRP was 25,804,120 Units which equates to 15.47% of the Units on issue at the record date for the distribution. In December 2004, MGP, in conjunction with MGQ under the Co-ownership Agreement, entered into a Development Deed with Workstore Developments Limited. Under the terms of the Development Deed, MGP and MGQ have acquired a six year licence to occupy a 34 hectare greenfi eld site at Westney Industry Park in Mangere, Auckland for the purposes of marketing and development. Optional, individual 20 year perpetually renewable ground leases are to be entered into as the estate is developed. MGP and MGQ have exercised their option in respect of a 7.2 hectare site following a pre-commitment from Linfox Logistics for a 29,500 square metre warehouse distribution facility (with expansion rights). (p) In January 2005, MGP purchased from MGQ a 50% stake in two buildings (Norman Ellison Carpets and Recall) at The Gate Industry Park in Penrose, Auckland, for a total of $6.9 million. MGNZ’s investment objectives and policy for MGP are explained in section 7.4. Changes may be made to those objectives and that policy in the manner described in section 14.10. MGP’s investment performance during each of the fi ve years ending 31 December preceding the date of registration of this Offer Document is set out in the table below.

Unit price at Unit price at Gross distribution Investment Year ending beginning of year (¢) end of year (¢) per Unit (¢) performance (%) 31 December 2004 100.00 114.00 10.38 24.40 31 December 2003 108.00 100.00 10.01 1.86 31 December 2002 107.00 108.00 10.54 10.79 31 December 2001 95.00 107.00 10.62 23.81 31 December 2000 90.00 95.00 10.66 17.40

Prior to 23 December 2003 MGP operated as Colonial First State Property Trust and was managed by Colonial First State Property (NZ) Limited. On 1 April 2004, various New Zealand property interests of MGQ were pooled with the property interests of MGP.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 131 Statutory information continued

Investment performance is calculated as the percentage 12.7 Minimum subscription change in Unit price from the fi rst day of the particular period until the last day of the particular period plus gross The minimum amount that, in the opinion of MGNZ, distributions and is calculated before tax and fees and must be raised by the issue of Units under the Offer to does not include advisers’ or brokerage fees. That is, the provide for: percentage return is: (a) the Acquisition; % return = 100 x (Unit price (end of period) (b) preliminary expenses and commissions; – Unit price (start of period) + gross distribution per Unit) (c) working capital; and Unit price (start of period) (d) the repayment of money borrowed in respect of those matters, The current distribution policy of MGNZ is set out in section 7.6. is $150.8 million. No undertaking is given to Unitholders by the Trustee or MGNZ about return of capital. 12.8 Guarantors No person guarantees the payment of any money payable 12.5 Unitholder liability from MGP. There are no liabilities (including contingent liabilities) which may be incurred by Unitholders in relation to MGP, other 12.9 Acquisition of business or than in respect of the purchase price of their Units and equity securities reimbursement of the Trustee and MGNZ of any tax paid by them on behalf of the Unitholder. If tax is paid by MGNZ No business or equity securities have been acquired in the or the Trustee on behalf of a Unitholder, the amount of the two years preceding the date of registration of this Offer reimbursement is limited to the amount of tax paid on that Document for, and (at the date of this Offer Document) Unitholder’s behalf. it is not intended that any business or equity securities will be acquired for, the purposes of MGP, where the consideration paid or payable for the business or equity 12.6 Summary of securities was or will be more than one-fi fth of the amount financial statements of the total tangible assets of MGP as at 31 March 2004. Financial statements of MGP in summary form in respect of the ten month period ended 31 March 2000, and the 12.10 Options and units years ended 31 March 2001, 2002, 2003, and 2004 and paid up otherwise than in cash the six months ended 30 September 2004 are set out in section 9. No options to subscribe for Units have been, or are proposed to be, granted to any person by or on behalf The amounts stated in the summary of the fi nancial of MGP. statements for the ten month period ended 31 March 2000, the years ended 31 March 2001, 2002, 2003, No Units have been, or are (at the date of this Offer and 2004 have been taken from audited fi nancial Document) proposed to be, issued for consideration statements and the auditor’s reports in relation to those other than cash except pursuant to the Acquisition. Units statements were unqualifi ed. The amounts stated in the will also be issued to MGNZ (or nominee) as described summary of fi nancial statements for the six months ended in section 5 as concerns the proposed performance 30 September 2004 have been taken from unaudited fee. MGNZ may determine to issue Units for other than fi nancial statements. cash consideration in the future. In accordance with the Acquisition, MGQ will be issued Units having an aggregate price of $80 million. The Units will be issued fully paid up, and will be issued in part consideration for the interests in properties being sold to MGP pursuant to the Acquisition. The Units to be issued to MGQ will be issued at a price per Unit equal to $1.09.

132 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST e Expenses,costsorliabilities incurred bytheTrustee (e) Forproviding otherservicestoMGP, MGNZ,oran (d) Forproviding property servicesanddevelopment (c) Forundertakingthedutiesofamanager, MGNZis (b) Forundertakingthedutiesofatrustee,Trustee (a) the limits,are setoutbelow: amount ofremuneration or expensesislimitedand,ifso, nature oftheservicesorexpenses, andwhetherornotthe to, andtorecover expenses inrespect of,MGP. The MGNZ, are entitledtoremuneration forservicesprovided The Trustee and MGNZ,andassociatedpersonsof 12.11 Interested persons Units willbeissuedfullypaidup. by dividingtheamountoffeethatissueprice.The (rounded downtothenearest wholenumber)arrived at performance feereceived willbeequaltothenumber Unit onthatday. ThenumberofUnitsissuedforeach receipt ofaperformancefee,andthenetassetvalueper the fi ve tradingdayperiodimmediatelybefore thedayof higher oftheweightedaveragepriceUnitsonNZXover nominee) toacquire Units.TheUnitswillbeissuedatthe to bepaidMGNZwill,generally, beusedbyMGNZ(or As describedinsection5,theproposed performancefee number ofUnits. issue price,androunded downtothenearest whole Acquisition willbeequalto$80million,dividedbythat The numberofUnitstobeissuedpursuantthe charged toMGP. Theseamountsare notlimited. respective dutiesundertheTrust Deedmaybe or MGNZinconnectionwiththe carryingoutoftheir There isnolimitonsuchfees. favourable toMGPasnormalcommercial terms. fees onnormalcommercial terms,ortermsas associated personofMGNZ,isentitledtoreasonable described, thefeesare notsubjecttoalimit. those feesare describedinsection11.4.Ifnolimitis paid thefeesdescribedinsection11.4.Anylimitson management servicestoMGP, MGPSisentitledtobe a limit.Thatproposal willbe considered attheMeeting. limit isdescribed,theproposed feesare notsubjectto those proposed feesare describedinsection5.Ifno be changed,asdescribedinsection5.Anylimitson subject toalimit.Itisproposed thatthosefeeswill section 11.4.Ifnolimitisdescribed,thefeesare not by MGP. Anylimitsonthosefeesare describedin entitled tobepaidthefeesdescribedinsection11.4 subject toalimit. in section11.4.Ifnolimitissetout,thefeesare not 11.4 byMGP. Anylimitsonthosefeesare described is entitledtobepaidthefeesdescribedinsection INVESTMENT STATEMENT ANDPROSPECTUS (c) M TheTrustee andMGNZare partiestotheCo- (b) MGPS,asubsidiaryofMGQ,holds21.1millionUnits (a) MGP, otherthan: or arrangemententered intoonbehalfof,orinrespect of, material interest (direct orindirect) inMGP, orinacontract prior tothedateofregistration ofthisOffer Document, a with eitherofthem,has,orhashadinthefi ve years Neither theTrustee norMGNZ,oranypersonsassociated Forproviding theunderwritingservicesandfi nancial (f) TheindependentDirectors are paiddirectors’ feesby MrGoodman,aDirector, istheChiefExecutiveOffi cer, MacquarieBankLimitedandit’s subsidiaries, (f) MGNZisaparty withMGQtotheAcquisition (e) MGNZisapartytothedevelopment management (d) described insection12.12. The termsoftheCo-ownershipAgreement are Company ofAustraliaLimitedandTallina PtyLimited. Goodman FundsManagementLimited,Trust Goodman Property Aggregated Limited,Macquarie ownership Agreement togetherwithMacquarie as atthedateofthisOffer Document. subject toalimit. section 11.4.Ifnolimitisdescribed,thefeesare not section 11.4.Anylimitsonthosefeesare describedin Underwriter isentitledtobepaidthefeesdescribedin advisory servicesinrelation totheOffer, the each independentDirector toacquire Units. requirements, thatone-halfofthosefeesbeusedby MGNZ. Itisintended,subjecttolegalandListingRule indirectly) Units,andalsosecuritiesissuedbyMGQ. Directors, andexecutivesofMGNZ,hold(directly or and adirector andsubstantialsecurityholder, ofMGQ. holder inMGQ. Macquarie BankLimitedisasubstantialsecurity Limited (orasubsidiaryofMacquarieBankLimited). are contractorsto,oremployees of,MacquarieBank Messrs McLayandHodgkinson,whoare Directors, services toMGP, forwhichtheywillbepaidfees. in thefuture, provide underwritingandotherfi nancial including theUnderwriter, haveinthepast,andmay certain otheragreements described insection12.12. Agreements describedinsection 12.13,andto Nominee (NZ)Limiteddescribedinsection12.12. agreement withMGPSand MacquarieGoodman MGPS andMGNomineedescribedinsection12.12. GNZ isapartytotheproperty servicesagreement with MACQUARIEGOODMAN PROPERTYTRUST

133

SECTION 12 Statutory information continued

12.12 Material contracts approved by the MGNZ board. Such appointment in respect of a development will be formalised by way of The following contracts are material contracts entered into a short form memorandum between the parties which in respect of MGP during the two years preceding the date describes the services approved by the MGNZ board of this Offer Document (excluding contracts entered into in and the relevant fees. the ordinary course of business of MGP): (e) On 1 April 2004, MG Aggregated entered into (a) On 1 April 2004, MGNZ, the Trustee and Macquarie a General Security Deed with Westpac Banking Goodman Property Aggregated Limited (“MG Corporation (“Westpac”) as security trustee for the Aggregated”) (all on behalf of MGP) and Macquarie New Zealand bankers to MGP (currently Westpac and Goodman Funds Management Limited (“MGFML”), CBA) (as amended on 9 June 2004). Under this deed, Tallina Pty Limited (“Tallina”) and Trust Company MG Aggregated grants a security interest over all of of Australia Limited (“TCAL”) (all on behalf of MGI) its present and after-acquired property in favour of entered into the Co-ownership Agreement. Under the Westpac. The rights, benefi ts and income derived by Co-ownership Agreement, MGP and MGI agreed the MG Aggregated under the Co-ownership Agreement terms under which they would become co-owners of are included within the defi nition of the property a portfolio of properties, by MGP pooling its nine core subject to this security interest. properties (Nestlé Building, Millennium Centre, IBM Centre, BTI House, Vector House, Ricoh Building, (f) On 1 April 2004, MGNZ entered into a Side Deed with Kodak Building, EDS Building and Windsor Court) National Australia Bank Limited (“NAB”), Westpac, with MGI’s four New Zealand properties (Penrose MG Aggregated, Tallina, the Trustee, MGFM, TCA Industrial Estate, Auckland Distribution Centre, The and MG Nominee (as amended on 9 June 2004). Gate Industry Park and Central Park Corporate This deed covers the holding and enforcement of Centre) and the manner in which those properties security interests held by the New Zealand lenders to would be managed and developed in the future. MGP and the Australian lenders to MGI with respect Various other agreements were entered into by these to the assets of each trust held by MG Nominee and parties to effect the co-ownership arrangements. governed by the Co-ownership Agreement. Certain of the terms of the Co-ownership will be (g) On 9 June 2004, MGNZ, MG Aggregated and the varied by the Acquisition Agreements. The material Trustee entered into a Revolving Facility Agreement terms of the Co-ownership Agreement which will with each of Westpac and CBA. Each of these remain applicable following settlement of the agreements provide MGP with a $75,000,000 facility, Acquisition are contained in section 12.13. and are on identical terms, save for the identity of the (b) The Co-ownership Agreement provided for MGP and lender and pricing. MGI to co-own properties as tenants in common ( h) On 9 June 2004, Westpac and MG Aggregated with MGP holding an approximate 47% interest and entered into a Deed of Guarantee and Indemnity, MGI holding an approximate 53% interest. On 3 June under which MG Aggregated guarantees to Westpac 2004 MGP increased its share in the then co-owned (as security trustee for the New Zealand lenders to properties from approximately 47% to 50% by MGP (currently Westpac and CBA)) payment by the purchasing a further 3% interest in such properties Trustee of all of its indebtedness to Westpac and from MGI for $8.2 million pursuant to an agreement CBA, and performance by the Trustee of all of its between MGNZ, the Trustee and MG Aggregated (all obligations to Westpac and CBA. Under this deed, on behalf of MGP), MGFML, Tallina and TCA (all on MG Aggregated also indemnifi es Westpac against behalf of MGI), MG Nominee and MGPS. any losses suffered by it or CBA should any of the (c) On 1 April 2004, MG Nominee, MGPS and MGNZ guaranteed indebtedness not be recoverable from entered into a property services agreement pursuant the Trustee. to which MGPS was appointed as the property ( i ) CBA, the Trustee and MGNZ entered into an ISDA manager of the properties held by MG Nominee. Master Agreement dated as of 29 October 2004 to (d) On 4 March 2005, MG Nominee and MGPS entered govern certain derivative transactions between them, into a development management agreement such as interest rate swap transactions. pursuant to which MGPS was appointed to provide (j) On 7 March 2005, MGNZ, MG Aggregated, the Trustee, development management services to MG Nominee. CBA and Westpac, entered into a $300,000,000 The agreement will only be activated in respect of a syndicated facility agreement under which CBA will particular development if the appointment of MGPS is provide fi nancial accommodation to MGP up to a

134 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST k On7March 2005MGNZ,theTrustee andMG (k) Anewsidedeedwillbeentered intobetweenNAB, . Adeedofamendment andassignmenttothe 3. EitherofMGPorMGQmayelecttoestablisha 2. AnomineedeedpursuanttowhichMGNominee 1. will beentered into: the restructuring agreement thefollowingagreements arrangements betweenMGQandMGP. Pursuantto and agreed othertermsrelating totheon-going certain amendmentstotheCo-ownershipAgreement transferred toMGPaspart oftheAcquisition,agreed purchase ofMGQ’s interests inthe properties tobe the partieshaveagreed the termsforthesaleand restructuring agreement. Pursuanttothisagreement and TCAL(allonbehalfofMGQ)entered intothe Aggregated (allonbehalfofMGP)andMGFML,Tallina the Co-ownershipAgreement. respect by totheassetsofeachtrustgoverned to MGPandtheAustralianLendersMGIwith security interests heldbytheNewZealandlenders This deedcoverstheholdingandenforcement of the existingsidedeeddescribedin( f ) above. the Trustee, MGFM,TCAandMGNomineetoreplace CBA, Westpac, MGNZ,MGAggregated, Tallina, outstanding underthefacilitiesdescribedin(g)above. under thisfacilitywillbeusedtorepay amounts maximum commitmentof$75,000,000.Fundsdrawn will provide fi nancial accommodationtoMGPupa maximum commitmentof$225,000,000andWestpac to refl ect thechangeinlegalownership. Nominee No.2istoholdtheDevelopment Land (referred toinsection12.12(d)) intheeventthat and thedevelopmentmanagement agreement be required totheproperty servicesagreement to MGP. Consequentialamendmentswillalso properties transferred toMGP, will beassigned interest inthatagreement asitrelates tothose becoming ownedsolelybyMGPandMGQ’s refl ect certainoftheproperties to whichitrelates property servicesagreement willbeamendedto Tallina andMGAggregated pursuanttowhichthe 12.12(c) betweenMGNominee,MGPS,MGNZ, property servicesagreement referred toinsection agreement willbeentered into. a newnomineedeedandshareholders’ and bare trusteefortheCo-owners. Inthiscase the co-ownedDevelopmentLandasnominee new nomineecompany(“NomineeNo.2”)tohold trustee ofMGP. 100% ownedbyMGP, asnomineeandbare will holdeachoftheproperties whichwillbecome INVESTMENT STATEMENT ANDPROSPECTUS a MGPwillacquire MGQ’s 50%benefi cial interest in (a) Pursuant totheAcquisitionAgreements itisproposed that: “Co-owners” meansMGPandMGQ. Co-ownership Agreement; and jointly bytheCo-ownersfrom timetopursuantthe “Co-owned Properties” meanstheproperties owned In thissection: 12.13 Acquisitionagreements MGNZhasalsoagreed toindemnifytheUnderwriter MGNZhasprovided variouswarrantiestothe TheUnderwritermayterminatetheUnderwriting TheUnderwritingAgreement dated7March 2005 ( l ) . AdevelopmentleasetobegrantedbyMGP 4. held byMGNomineeasnominee andbare trustee legal interest intheseproperties willcontinuetobe properties willbecomewhollyownedbyMGP. The at SavillLinkandWestney IndustryPark.These Development Properties, referred toinsection3.1.2, referred toinsection3.1.1,andtheCommenced each oftheCompletedStabilisedProperties, as in theUnderwritingAgreement beinguntrue. could arisefrom theOffer orthewarrantiescontained (and itsrelated parties)against anyliabilitieswhich been obtained. and confi rmation thatallconsentsandapprovals have compliance ofthisOffer Document withrelevant laws, the validissueandallotmentofNewUnits, of undisclosedmaterialinformationorlitigation, warranties includerelating totheabsence Underwriter intheUnderwritingAgreement. These list oftheeventstermination. website at(www.companies.govt.nz)) foracomplete in theCorporateDirectory or ontheCompaniesOffi ce the registered offi ce ofMGNZattheaddress setout Agreement (whichcanbeinspectedfree ofchargeat Acquisition. Investorsshouldrefer totheUnderwriting termination ofdebtfundingprovided inrelation tothe breaching theUnderwritingAgreement, orthe suspended from quotationontheNZSX,MGNZ markets, MGPbeingdelistedoritssecurities considered attheMeeting,certainchangesinfi nancial Unitholders notapproving theresolutions tobe Agreement incertaincircumstances. Theseinclude Units undertheOffer. Underwriter agreed tounderwritetheissueofNew between MGNZandtheUnderwriterunderwhich Land atSavillLink. MGP andMGIinrespect oftheDevelopment MACQUARIEGOODMAN PROPERTYTRUST

135

SECTION 12 Statutory information continued

for MGP. In the case of Central Park Corporate The amount to be paid by MGP to acquire the various rights Centre, The Gate Industry Park and Savill Link, the and interests to be acquired pursuant to the Acquisition Development Land will be owned as set out below. Agreements is $304.3 million. This fi gure is subject to adjustment to the extent that the actual cost incurred by (b) MGP will acquire 100% of the Commenced MGQ and/or MGP, in completing the development of the Development Properties, as referred to in section commenced developments, and/or their valuation once 3.1.2, at The Gate Industry Park and Central complete, is greater than or less than that estimated at the Park Corporate Centre. The legal interest in these date of signing the Acquisition Agreements. properties will be held by MG Nominee as nominee The Aquisition Price will be paid through a combination and bare trustee for MGP. of cash (as to $224.3 million) and Units (as to $80 million). (c) MGP will acquire a 50% interest in the Development The Units will be issued to MGQ at a price equal to $1.09. Land at The Gate Industry Park and Central Park The Units will rank equally with all other Units, but will not Corporate Centre, and will retain a 50% interest in participate in any distribution declared prior to settlement the Development Land at Savill Link and 50% of the of the Acquisition on 1 April 2005. option agreement at Westney Industry Park, each as referred to in section 3.1.3. The legal interest in these Any adjustment required to be made to the purchase properties will be held by a nominee company jointly price as set out in the above paragraph will be made owned by MGP and MGQ, which will hold the interest by way of an adjustment to the cash component of the as nominee and bare trustee for the Co-owners. purchase price. This will either be MG Nominee or, if either Co-owner In addition MGP will pay a further amount estimated to elects, a new nominee company (“Nominee No.2”) be $22.4 million to complete the development (including incorporated prior to settlement of the Acquisition. any margin payable to MGQ as described below) of the (d) Where either of the Co-owners elects that the Commenced Development Properties as referred to in Development Land is to be held by Nominee No.2, section 3.1.2. This fi gure is subject to adjustment to ensure MGP will acquire MGQ’s shares in MG Nominee. that each of the Commenced Development Properties This may occur at settlement of the Acquisition or has, when completed, been acquired for the market value shortly thereafter. MG Nominee will become wholly as at the date of settlement of the Acquisition. owned and controlled by MGP. Certain consequential MGP may terminate the Acquisition Agreements in the amendments will be required to the property services event that the Underwriting Agreement is terminated or agreement and development management agreement MGP is not able to enter into the required debt funding (as referred to in section 12.12(c) and (d)) in this event agreement, to satisfy any condition precedent to its debt to refl ect the change in the legal ownership of the funding drawdown, or the debt funding agreement is Development Land. otherwise terminated. Where the Acquisition Agreements (e) MGQ and MGP will vary certain of the terms of the are terminated by reason of a termination of either the Co-ownership Agreement. Underwriting Agreement or the debt funding agreement which occurs as a result of a breach of that agreement (f) MGQ and MGP will agree certain further terms relating by MGP, or the Acquisition Agreements are terminated to the ongoing relationship between MGQ and MGP. by reason of a failure by MGP to enter the required debt (g) To the extent that MGQ assigns to MGP its interests funding agreement or a failure to satisfy the conditions in the properties described above, MGQ shall also precedent to MGP’s funding drawdown which occurs assign to MGP its rights under the property services through a failure by MGP to use reasonable endeavours agreement with MGPS, as described in section to enter into that agreement or to satisfy those conditions 12.12(c). precedent, then MGP will be obliged to pay the costs incurred by MGQ in preparing for the Acquisition, up to a The Acquisition Agreements are conditional upon: maximum of $3 million. (a) the Unitholders approving the entering into and Up to settlement the Co-owners are obliged to procure settlement under the Acquisition Agreements in so far MGPS to continue to manage each of the properties the as they are required to do so under the Trust Deed or subject of the Acquisition in accordance with the practices the Listing Rules by 31 March 2005; and adopted in the last 12 months. (b) MGP obtaining all consents required for the In respect of the properties which are currently wholly Acquisition pursuant to the Overseas Investment Act owned by MGQ, MGQ cannot enter into any lease, 1973 and the Overseas Investment Regulations 1995 agreement to lease or other occupational interest unless by 31 March 2005. it does so in accordance with the restrictions which will

136 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST (c) (b) (a) are asfollows: The arrangementstobeputinplaceattheseproperties Corporate Centre, SavillLinkandWestney IndustryPark. Land respectively atTheGateIndustryPark,CentralPark Commenced DevelopmentProperties andDevelopment As referred toinsections3.1.2and3.1.3there are interests followingsettlementoftheAcquisition. apply totheenteringintoofsuchleases,agreements or these willbecomewhollyowned byMGPwhichwill referred toinsection3.1.2. AspartoftheAcquisition Commenced DevelopmentProperties atSavillLink (being thepremises forToll andNylex),beingthe properties atSavillLinkcurrently underdevelopment by MGPpursuanttotheAcquisition.There are two freehold interest inwhichwillbecomewhollyowned Savill Link: development leasewillbeaCo-ownedProperty. development. Theremaining interest underthe will betransferred toMGPwhichwillcompletethe to insection3.1.2.AspartoftheAcquisitionthese Properties atCentralParkCorporateCentre referred by MGQ,beingtheCommencedDevelopment Park CorporateCentre currently underdevelopment been developed.There are twoproperties atCentral the dateofCo-ownershipAgreement, hadnot that partofCentralParkCorporateCentre that,at a developmentleasewasgrantedtoMGQover Acquisition. AspartoftheCo-ownershipAgreement, become whollyownedbyMGPpursuanttothe Corporate Centre isaCo-owned Property thatwill Central ParkCorporateCentre: development leasewillbeaCo-ownedProperty. the development.Theremaining interest underthe these willbetransferred to MGPwhichwillcomplete referred toinsection3.1.2.AspartoftheAcquisition Development Properties at TheGateIndustryPark under developmentbyMGQ,beingtheCommenced further properties atTheGate IndustryParkcurrently relevant partsofthedevelopment lease.There are two Co-owners. Thishasrequired thesurrender ofthe following development,havebeentransferred tothe Industry ParkhavebeendevelopedbyMGQand, premises forNormanEllisonandRecall)atTheGate Since thatdate,additionalproperties (beingthe Co-ownership Agreement, hadnotbeendeveloped. part ofTheGateIndustryParkthat,atthedate a developmentleasewasgrantedtoMGQoverthat Acquisition. AspartoftheCo-ownershipAgreement, will becomewhollyownedbyMGPpursuanttothe The GateIndustryParkisaCo-ownedProperty that The GateIndustryPark: SavillLinkisaCo-ownedProperty the Thefreehold interest in CentralPark INVESTMENT STATEMENT ANDPROSPECTUS loss willbepaidbyMGQtoMGP. Inthecaseof Centre, 100%ofanyprofi t willbepaidtoMGQandany at TheGateIndustryParkand CentralParkCorporate In thecaseofCommenced DevelopmentProperties Acquisition proportionate interests inthatproperty. between MGQandMGPonthebasisoftheirpre- For eachproperty anyprofi t or losswillbeapportioned properties withacustomercommitment,theactualrent. valuing thoseproperties fortheAcquisition,and,those measured area bytherental rateusedforthepurposesof effective marketrent calculatedbymultiplyingthefi nal properties where there isnopre-commitment, thenet Acquisition andbasedupon,inthecaseofthose to valuetherelevant property forthepurposesof capitalisation rateandvaluationassumptionsapplied the completeddevelopmentwillbevaluedusing Following practicalcompletionofeachdevelopment the Acquisition,andcompletingdevelopment. acquiring thatinterest inthe property acquired pursuantto paid ontheaggregate ofthe costsincurred byMGPin the dayfallsonReuterspageBKBM,whichshallbe bank billbidrateshownonthefi rst ofthemonthinwhich to MGPayieldatrateequal2%abovethe90day practical completionofeachdevelopmentMGQwillpay the developmentsatitsowncost.Forperiodto development andMGPwillberesponsible forcompleting MGP willtakeanassignmentofallcontractsrelating tothe proportionate interest intheproperty acquired byMGP. up tosettlementofthetransfereachmultipliedby land costtogetherwiththedevelopmentcostsincurred for thatproperty willbeequal totheaggregate ofthe 3.1.2) pursuanttotheAcquisition,purchase price Properties (beingthoseproperties setoutinsection Where MGPacquires anyCommencedDevelopment (d) Mangere, Aucklandreferred toinsection3.1.2. Development Property atWestney IndustryParkin subject oftheground leaseandistheCommenced Development hascommencedontheproperty the ground leasewillbecomewhollyownedbyMGP. Pursuant totheAcquisition,interest underthat shortly be,grantedpursuanttotheoptionagreement. premises forLinfoxLogistics(NZ),hasbeen,orwill owned Property. Oneground lease,inrespect ofthe under theoptionagreement willremain aCo- to takeground leasesovertheland.Theinterest pursuant towhichtheCo-ownershaveanoption option agreement grantedbytheownerofland in thelandatWestney IndustryParkisbywayofan Westney IndustryPark: land atSavillLinkandwillcompriseaCo-ownedProperty. be grantedtotheCo-ownersoverbalanceof complete thedevelopment.Adevelopmentleasewill MACQUARIEGOODMAN PROPERTYTRUST TheCo-owners’interest

137

SECTION 12 Statutory information continued

Commenced Development Properties at Savill Link and (c) There are a number of circumstances in which either Westney Industry Park any profi t or loss will be shared of MGQ or MGP may part with their interest in the equally between the Co-owners. For any property Co-owned Properties as follows: where there is no customer commitment (being all the In the event that either MGNZ is removed involuntarily Commenced Development Properties except those as manager of MGP, or more than 50% of MGQ being let to Toll Logistics and Nylex at Savill Link and comes under the control of a person or group of to Linfox Logistics at Westney Industry Park). MGQ will associated persons, then MGP may acquire MGQ’s provide a guarantee for the rent of the vacant space at a interest in the Co-owned Properties. If MGP does net effective market rent (being calculated by multiplying not exercise those rights, MGQ may acquire MGP’s the fi nal measured area by the rent used to value those interest in the Co-owned Properties, together with properties for the purposes of the Acquisition). The its interest in the balance of any land where part of period of the guarantee will be two years for each such the land only is a Co-owned Property. Any such sale Commenced Development Property, except in the case will take place at market value for the assets transferred. of the car park at Central Park Corporate Centre, where the rental guarantee will be for 12 months. The rental MGQ may not dispose of its interest in the Co-owned guarantee commences for each of those Commenced Properties unless it disposes of the whole of its Development Properties on practical completion of the interest in all of the Co-owned Properties. MGP development on that property. may elect to dispose of its interest in one or more of the Co-owned Properties but if it disposes of During the period of the guarantee MGQ is responsible any Co-owned Property it must be disposed of for marketing the premises to prospective customers. together with MGP’s interest in the balance of any MGP will be obliged to accept a lease from a customer land where part of the land only is a Co-owned where MGP approves the customer (acting reasonably), Property. The non-selling Co-owner has a right of the term is equal to or exceeds the unexpired guarantee pre-emption, but if this is not exercised, the third period, the net effective rent under the lease is equal to party purchaser must offer to purchase the other or exceeds the level of rent guaranteed by MGQ and the Co-owner’s interest in the Co-owned Properties lease and agreement to lease are otherwise on MGP’s together with, in the case of MGP, its interest in the standard form, for the relevant property, subject only to balance of the land as described above. MGP may amendments approved by MGP (acting reasonably). The not, without also disposing of its interest in the Co- MGQ guarantee will cease in respect of any premises the owned Property forming part of the same land (in subject of such a lease. the manner described above), dispose of its interest MGQ may propose a lease to MGP which does not fulfi ll in the balance of any land where part of the land each of these criteria where it considers the lease offers a also comprises a Co-owned Property. material benefi t to MGP above the MGQ guarantee. MGP In the event of any default (including insolvency) must act in good faith in considering any such proposal pursuant to the Co-ownership Agreement, the and if it accepts such a lease the rental guarantee from non-defaulting Co-owner can require either that MGQ will cease in respect of the relevant premises. the defaulting Co-owner sells its interest in the Following the Acquisition, the principal rights and Co-owned Properties to the non-defaulting obligations of each of the Co-owners, pursuant to the Co-owner, or that both Co-owners’ interests in Acquisition Agreements and the Co-ownership Agreement the Co-owned Properties will be sold to a third (as amended by the Acquisition Agreements) will be person provided that the terms negotiated with as follows: the third party are considered to be reasonable by the Co-owners’ property manager and, unless (a) MGQ and MGP share equally the income and otherwise agreed, the purchase price is not less expenses arising from, and incurred in respect of, the than 90% of the market value of the properties sold. Co-owned Properties. In each case, if MGP sells its interest in the Co- (b) MGP and MGQ cannot separately pursue a property owned Properties it would also sell its interest in the transaction involving property in New Zealand without balance of any land where part of that land only is a fi rst offering that transaction to the other Co-owner for Co-owned Property. inclusion within the Co-ownership Agreement. Where In the event that the Co-owners are unable to agree it is agreed that a transaction will not be pursued on a material issue, either Co-owner can offer to for inclusion in the Co-ownership Agreement, the sell their interest in the Co-owned Properties (or Co-owner that sourced the opportunity may pursue that Co-owned Property the subject of the issue) it in its individual capacity.

138 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST d There isnoentitlementasofrightonthepartMGP (d) Ineachcasethemarketvaluewillbeassessedon i) Nylexhascertainrights ofexpansionatits (ii) LinfoxLogistics(NZ)hascertainrightsofexpansion (i) MGQ, exceptassetoutaboveandfollows: Industry Park,followingdevelopmentbyMGPand to anyofthedevelopmentleasesoratWestney to acquire thesoleinterest inanyproperties, subject of MGP’s assets. granted byNZXithaslimitedthevalueto35%ofall be signifi cant (although)asaconditionofthewaivers The valueoftheproperties beingsoldbyMGPmay agreed itwillbedetermined byanindependentvaluer. that itispartofsuchestate.Ifmarketvaluecannotbe property formspartofalargerestate,onthebasis seller andawillingbuyerwhere therelevant the basisofanarmslengthsalebetweenawilling is aCo-ownedProperty. the balanceofanylandwhere partofthatlandonly of asalebyMGPitwouldalsosellitsinterest in market valueoftheproperties sold.Inthecase the purchase priceisnotlessthan90%ofthe property managerand,unlessotherwiseagreed considered tobereasonable bytheCo-owners’ that thetermsnegotiatedwiththird partyare of theissue)willbesoldtoathird personprovided Properties (orthatCo-ownedProperty thesubject is madebutnotaccepted,theCo-owned to theother. Ifnosuchoffer ismade,oranoffer paid onthecostsincurred byMGPincompleting day falls,onReuterspageBKBM, whichwillbe rate shownonthe1stofmonthinwhichthat at rateequalto2%abovethe90daybankbillbid will payayieldtoMGPcalculatedondailybasis works. FortheperiodtopracticalcompletionMGQ solely responsible forundertakingthedevelopment as itrelates totheExpansionLand.MGPwillbe Co-owners tosurrender thedevelopmentlease exercises theserightsMGPwillrequire the development lease.IntheeventthatNylex land (“ExpansionLand”)withintheSavillLink premises atSavillLink.Theserightsrelate to on thedevelopmentwillaccruetoit;and completing thedevelopmentandanyprofi t orloss ground lease.MGPwillbe solelyresponsible for expansion. MGPwillbethelesseeunderthat relevant landrequired toaccommodatethe their optiontoacquire aground leaseforthe rights are exercised theCo-ownerswillexercise to itspremises atWestney IndustryPark.Ifthese INVESTMENT STATEMENT ANDPROSPECTUS e EitherofMGPorMGImaysecure itsbank/institutional (e) that mayhaveamaterialadverseeffect onMGP. pending atthedateofregistration ofthisOffer Document There are nolegalproceedings orarbitrationsthatare 12.14 Pendingproceedings Document, andavailableforpublicinspection. is registered withapublicoffi cial, referred tointhisOffer than thoseimpliedbylaworsetoutinadocumentwhich being offered, are as setoutinthisOffer Document, other All thetermsofOffer, andallthetermsofUnits and units 12.16 OthertermsoftheOffer payable bytheUnderwriterare describedinsection4.16. Underwriter are provided insection11.4.Brokerage fees Details oftheunderwritingfeepayablebyMGPto byMGP.and willbeborne costs relating totheOffer are estimatedtobe$5.8million underwriting, brokerage and handlingfeesandotheroffer fees, printingandposting,accountingaudit Issue costscomprisinglegalfees,taxationadvisory 12.15 Issueexpenses circumstances. other Co-owner, whichmustbegivenincertain the Co-ownedProperties, withtheconsentof borrowings againstitsproportionate interest in completing theworks. which thevaluationexceedscostsincurred in Land, anamountequalto50%oftheby development leaseasitrelates totheExpansion consideration forthesurrender ofitsinterest inthe the ExpansionLand.MGPwillpaytoMGQ,in in respect ofthatpartthepremises within of theNylexpremises andrent payablebyNylex current marketyieldthenapplicabletothewhole the expansionpremises willbevaluedusingthe the development.Followingpracticalcompletion, MACQUARIEGOODMAN PROPERTYTRUST

139

SECTION 12 Statutory information continued

12.17 Financial statements and 12.20 NZX waivers auditor’s report NZX has granted the following waivers to MGP in respect The latest fi nancial statements for MGP that comply with, of the Transaction: and have been registered under, the Financial Reporting (a) a waiver from Listing Rule 7.10.1 to allow this Offer Act 1993, cover the accounting period from 1 April 2003 Document to be distributed to Institutional Unitholders to 31 March 2004 and were registered on 8 July 2004. prior to the Record Date; The auditor’s report on those fi nancial statements was dated 11 May 2004 and was unqualifi ed. These fi nancial (b) a waiver from Listing Rule 7.10.2 to allow the statements and auditor’s report are included in section 9. Institutional Entitlement Offer to be open for a shorter period than that Listing Rule would otherwise require; Financial statements for MGP for the period ended, and as at, 30 September 2004 are included in section 9. These (c) a waiver from Listing Rules 7.10.10 and 7.12.2 fi nancial statements have not been audited. to allow MGP to notify NZX of the Offer at the same time it is announced to the market generally on A copy of the report by PricewaterhouseCoopers, stating 7 March 2005, and to allow MGP to exclude from whether the amounts stated pursuant to the summary that announcement the pricing of the issue under fi nancial statements in section 9 have been taken from the Offer. audited fi nancial statements, and whether or not the amounts have been correctly taken, and concerning the (d) waivers from Listing Rules 7.3.1, 7.5 and 9.2.1 prospective fi nancial information set out in section 9, is set to allow MGNZ to enter into the Underwriting out in section 9. Agreement, and issue New Units to the Underwriter and to MGQ as sub-underwriter, without the need to obtain Unitholder approval to do so. This waiver was 12.18 Places of inspection given subject to conditions, which included that of documents (i) the Underwriter (but not MGQ as sub-underwriter) will dispose of all Units it acquires under the The Trust Deed, fi nancial statements referred to in section Underwriting Agreement within six months of the 9, each material contract referred to in section 12.12, the closing date of the Offer, and that the dispositions DRP booklet and the latest annual report for MGP may be will not be made to MGQ or “Associated Persons” of inspected at the offi ces of MGNZ at Level 3, Q&V Building, MGQ or of the Underwriter; and (ii) the independent 203 Queen Street, Auckland. directors of MGNZ certify to NZX that they are satisfi ed that the Underwriting Agreement was 12.19 Trading halt and negotiated on an arm’s length basis; related matters (e) waivers from Listing Rules 7.3.1 and 9.2.1 to allow In addition to the waivers granted by NZX from compliance MGP to make the Priority Entitlement Offer without with the Listing Rules referred to below, NZX also granted, the need to obtain Unitholder approval to do so; at MGP’s request, a three business day halt to trading in (f) waivers from Listing Rules 7.3.1, 7.5 and 9.2.1 to the Units. This trading halt occurred on 7, 8 and 9 March. avoid the need to obtain ordinary resolutions of Any transfers in Units which occur between the end of Unitholders to approve the amendments to the trading on 4 March 2005 and the end of the Record Date Trust Deed described in section 5 under each of will be disregarded for the purposes of determining Priority those Listing Rules, in addition to the extraordinary Entitlements on the Record Date. resolution required to approve those amendments The handling of such trades in Units in this manner was under the Trust Deed; necessary to ensure that, for purposes of determining the (g) a waiver from Listing Rule 7.3.2 to avoid the need Eligible Unitholders to receive a Priority Entitlement, all for MGP to obtain annual approval of Unitholders trades in the Units on the NZX are settled on or prior to to the issue of Units to MGNZ (or its nominee) the Record Date. as consideration for its performance fee under the proposed revised management fee structure discussed in section 11.4. This waiver is for three years;

140 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST c nofurtherapproval isrequired under ListingRule (c) theonlypersonsexcludedfrom votingonresolution (b) theonlypersons excludedfrom votingonwhetherto (a) MGP hasalsoobtainedrulingsfrom NZXthat: awaiverfrom ListingRule4.2.3toallowMGPenter (n) awaiverfrom Listing Rule6.2.1totheextentthatit (m) awaiverfrom therequirement underListingRule ( l ) awaiverfrom ListingRule6.2.1totheextentthatit (k) awaiverfrom ListingRule9.3.1totheextentthatit ( j ) waiversfrom ListingRules7.3.1,7.5,9.1.1and9.2.1 ( i ) awaiverfrom ListingRule6.2.1toavoidtheneed (h) section 12.12,notwithstandingtheAcquisition. 9.2.1 totheproperty servicesagreement describedin Placement, andtheir“AssociatedPersons”; successfully secure anallocationintheInstitutional 2 fortheMeetingare thoseUnitholderswho and its“AssociatedPersons”; approve resolution 4fortheMeetingare MGQ,MGNZ the SubsequentTransactions. into theAcquisitionAgreements astheyprovide for meeting senttoUnitholdersfortheMeeting;and Institutional Placementtobesetoutinthenoticeof determine thenumber)ofUnitstobeissuedunder price) andnumber(ormaximumorformulato would require theprice(orformulatodetermine Placement; 9.2 toobtainanappraisalreport fortheInstitutional the Meeting; set outinthenoticeofmeetingsenttoUnitholdersfor as partoftheconsiderationforAcquisitiontobe determine thenumber)ofUnitstobeissuedMGQ price) andnumber(ormaximumorformulato would require theprice(orformulatodetermine resolution toapprove theAcquisition; or an“AssociatedPerson”ofeither, from votingonthe would preclude anyperson,otherthanMGQ,MGNZ the Acquisition; more thanoneresolution tobepassedinrespect of to theextentthatthoseListingRuleswouldrequire management feestructure; be issuedtoMGNZpursuanttheproposed revised the MeetingmaximumnumberofUnitsthatmay set outinthenoticeofmeetingsenttoUnitholdersfor INVESTMENT STATEMENT ANDPROSPECTUS in thisOffer Document. in theordinary courseofbusiness ofMGP)are setout relating toMGP(otherthan contractsentered into MGNZ considersthatallothermaterialmatters FBLhasanoptiontopurchase FletcherHousewhich (b) FBLisentitledtoundertakearedevelopment of (a) the property asfollows: House, FletcherBuildingLimited(“FBL”),hastoacquire There are certainoptionswhichthetenantofFletcher 12.21 Othermaterialmatters Schedule 3AtotheRegulations issetoutinsection13. The Trustee’s statementrequired underclause20of 12.23 Trustee’s statement registration ofthisOffer Document. the periodbetween30September2004anddateof business, hasnotmateriallyandadverselychangedduring pay itsdebtsastheybecomedueinthenormalcourseof (including contingentliabilities),andtheabilityofMGPto enquiry, thevalueofMGP’s assetsrelative toitsliabilities In theopinionofDirectors ofMGNZ,afterdue 12.22 Manager’s statement lease hasexpired. as referred above,orontermination,assumesthe the caseofoptionbeingexercised priortoexpiry the current marketvalueof FletcherHousewhichin shareholder. Thepurchase priceineachcasewillbe effective changeofcontrol ofthelessororitsmajority FBL, ifthelessorisputintoliquidation,oruponany terminating foranyreason otherthanabreach by to purchase FletcherHouse intheeventoflease subsequent termofthelease.FBLalsohasanoption not earlierthan12monthspriortotheexpiryofany to theexpirydateofinitialtermlease,or may beexercised notearlier than18monthsprior that part. to beundertaken,atthethencurrent marketvalueof part oftheproperty overwhichtheredevelopment is cannot agree, FBLmayelecttopurchase therelevant following completionoftheworks.Ifparties out suchworksincludingtheleasingarrangements the basisonwhichlessorisprepared tocarry such redevelopment, andthepartiesmustagree on opportunity toundertaketheworkscomprisingany (being MGPfollowingtheAcquisition)ﬁ rst part ofFletcherHouse.FBLmustgivethelessor MACQUARIEGOODMAN PROPERTYTRUST

141

SECTION 12 Statutory information continued

12.24 This Offer Document has been signed by, or on behalf of, each Director of MGNZ.

Hon. Jim McLay

Keith Smith

Rick Bettle

John Maasland

Phil Pryke

Gregory Goodman

James Hodgkinson

142 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST [email protected] (09) 3663297 REGIONAL MANAGER–CORPORATE TRUST Matthew Lancaster Yours sincerely, check ofthatinformation. relies ontheinformationsupplied toitbytheManagerpursuantTrust Deedanddoesnotcarryoutanindependent information ortoanyothermaterialintheProspectus whichdoesnotrelate totheTrust Deed.PerpetualTrust Limited The Auditorhasreported on theﬁ nancial informationsetoutinthe Prospectus andourstatementdoesnotrefer tothat Prospectus dated23April 1999. Trust inaccordance withtheprovisions oftheTrust Deeddated23April1999andoftheoffer ofUnitsundertheprevious We conﬁ rm that,inouropinion,respect ofthetwelvemonthsended31March 2004,theManagerhasmanaged Macquarie GoodmanProperty Trust forinclusionintheProspectus dated7March 2005. As required byClause20ofSchedule3AtheSecurities Regulations1983,weprovide thisstatementasTrustee ofthe Trustee Statement–MacquarieGoodmanProperty Trust Dear Sirs AUCKLAND PO Box90940 Macquarie Goodman(NZ)Limited The Directors 7 March 2005 Trustee’s statement INVESTMENT STATEMENT ANDPROSPECTUS MACQUARIEGOODMAN PROPERTYTRUST

143

SECTION 13 Trust Deed summary

The Units are constituted by and issued under a Trust Deed dated 23 April 1999 between Colonial First State Property (NZ) Limited (as the initial manager of MGP) and Perpetual Trust Limited, as trustee. The following is a summary of the principal provisions of the Trust Deed which have not been detailed elsewhere in this Offer Document. Capitalised terms used in this summary which are not deﬁ ned in this Offer Document have the meanings given to them in the Trust Deed. Investors requiring further information should refer to the Trust Deed itself, which is available free of charge upon request from MGNZ.

Amendments have been proposed to the Trust Deed. (b) restrictions on certain parties affected by certain Further information on these amendments is set out in resolutions voting as Unitholders in favour of section 11.4. those resolutions; (c) NZX’s standard notice and pause provisions which 14.1 Rights attached to Units apply to acquisitions of Units by a person or group of associated persons, holding or acquiring more than The Trust Deed is binding on Unitholders. The Units give 20% of the Units; holders an interest in the Trust as a whole, but not in particular assets. (d) standard NZX compulsory acquisition provisions whereby Unitholders could have their Units compulsorily 14.2 Compliance with acquired if a Unitholder acquires 90% of all Units; and Listing Rules (e) a right for the Trustee to remove MGNZ if MGNZ materially breaches its obligations so as to prejudice While any Units are Quoted, the Trustee, the Manager and Unitholders and does not remedy the breach or all Unitholders are required to comply with the provisions take reasonable steps to remedy the breach within of the Listing Rules in relation to their involvement with 30 Business Days of the Trustee notifying it of the the Trust (subject to any waivers from NZX). The Listing breach, if MGNZ fails to carry out its duties to the Rules will apply in priority to any inconsistent provision reasonable satisfaction of the Trustee, if the Trustee of the Trust Deed, and the Trust Deed will be deemed to certifi es that removing MGNZ is in Unitholders’ contain any provisions required by the Listing Rules. The interests, or if a liquidator (except for the purpose of a provisions included in the Trust Deed as required by the solvent amalgamation or reconstruction) or receiver is Listing Rules include: appointed in respect of MGNZ. (a) restrictions on the issue or buy-back of Units, on fi nancial assistance in connection with the acquisition of Units, on the modifi cation of Unitholders’ rights, on transactions involving Related Parties, on transfers of Units, and on transactions that involve a change to the essential nature of MGP’s business or that involve more than half of the Average Market Capitalisation of MGP;

144 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 14

14.3 Issue of Units 14.5 Sale by MGNZ Subject to the Listing Rules, MGNZ may issue Units at any of small parcels time, to any person, and in any number it thinks fi t. The MGNZ may compulsorily sell or redeem unitholdings issue of Units ranking equally with all existing Units will not smaller than a Minimum Parcel if the relevant Unitholder, be treated as an action affecting the rights attached to the having been given 3 months’ prior written notice of the existing Units. The Listing Rules place restrictions on non- intention to dispose of or redeem the Units, fails to redeem pro rata issues of Units. or sell those Units, or increase the Unitholder’s holding so The Issue Price for Units issued after the initial issue of that it is no longer less than the Minimum Parcel. After any Units following commencement of MGP, other than those compulsory sale or redemption, MGNZ will transfer the offered pro rata (including under any dividend reinvestment proceeds to the previous Unitholder, after deducting any plan) to existing Unitholders (the price for which may reasonable expenses incurred in conducting the sale or be determined by MGNZ), will be a price approved by effecting the redemption. Unitholders by Extraordinary Resolution, or else a price determined by MGNZ. If the Units are not Quoted, the 14.6 Redemption or price determined by MGNZ must be the Net Asset Value repurchase of Units of the Trust (per Unit on issue) plus an amount up to the total cost of acquiring the Assets (per Unit on issue). If the While the Units are Quoted, MGNZ is not obliged to Units are Quoted, the price, if determined by MGNZ, must repurchase or cause the redemption of Units, but may do not be less than the lower of the price described above so in accordance with the Listing Rules. For so long as and the Market Value of a Unit plus an amount up to the the Units are Quoted, it is intended that any repurchase or total cost of acquiring the Assets (per Unit on issue). redemption will be limited to discrete transactions or series of transactions in accordance with the Listing Rules. There is no maximum number of Units which may be issued. MGNZ may issue Units for non-cash consideration. If the Units cease to be Quoted, MGNZ will, upon receipt of a Redemption Notice, at its election, either repurchase 14.4 Register the Units or cause them to he redeemed. However, if MGNZ gives a suspension notice, the operation of all MGNZ must keep and maintain, or cause to be kept and redemption notices will be suspended. If a suspension maintained, an up-to-date register of Unitholders. MGNZ notice has not been cancelled within 14 days, all may appoint a Registrar at the Trust’s expense to do Unitholders must be notifi ed. The suspension notice will so. The register contains details of Unitholders and their remain in effect until either the Manager cancels it, or a holdings. MGNZ will arrange for the register to be audited resolution of Unitholders resolves the suspension shall annually. The Trustee and MGNZ (provided in the case end. If upon completion of a redemption or repurchase, of MGNZ it has exercised reasonable care in appointing the Unitholder would hold less than a Minimum Parcel, a Registrar) are entitled to rely on the register as being MGNZ may include the balance of the Unitholder’s Units correct, and are not liable or responsible for any mistake in in the transaction. MGNZ may refuse a repurchase or the register. redemption of less than the Minimum Parcel, unless it includes all the Unitholder’s Units. Unitholders may inspect the register without fee during normal business hours, except where it is closed in On any repurchase or redemption while the Units are accordance with the Trust Deed. The register may not Quoted, unless approved by Extraordinary Resolution, the be closed for a period exceeding 30 days in aggregate Unitholder will be paid a price not exceeding the Unit’s in any year. Unitholders also have any other rights of proportionate share of the Net Asset Value of MGP less an inspection given to them by law upon the payment of amount up to the estimated total costs of selling al MGP’s a fee prescribed by MGNZ in its discretion. assets. If the Units cease to be Quoted, the Repayment Price is set at such amount. Any money owed by the Unitholders must notify MGNZ or the Registrar of any Unitholder to MGNZ, MGP or the Trustee may be deducted change in their name or address. from the price, and the value of any imputation credits in excess of the Unitholder’s share may also be deducted. Units redeemed will be cancelled. If MGNZ repurchases Units, it may resell or redeem the Units, and is entitled to the benefi t of them.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 145 Trust Deed summary continued

14.7 Transfer of Units 14.10 Investment powers Units may be transferred at any time. The form of transfer The Investment Policies for MGP are set out in section 7.4, must comply with the Securities Transfer Act 1991 or be in and may be varied by MGNZ at any time in consultation such a form as MGNZ approves from time to time. with the Trustee. If the variation is material to Unitholders, MGNZ shall give at least 20 business days’ prior notice if Subject to the Listing Rules, if applicable, MGNZ may MGP is listed on the NZX, to NZX for public release or, if decline to register any transfer if registration of the transfer MGP is not listed, to Unitholders directly. would result in less than a Minimum Parcel of Units being held by the transferee. MGNZ has absolute discretion as to how the Assets are invested and dealt with within the terms of the Investment If the Units are not Quoted, registration of transfers may Policies, provided that the Trustee will not act on MGNZ’s be suspended for a period not exceeding 30 days in directions to acquire or dispose of property if the Trustee aggregate in any year. advises MGNZ in writing that the acquisition or disposal is manifestly not in the interests of Unitholders. Subject to 14.8 Transmission of Units its duties as trustee, the Trustee must give effect to MGNZ’s directions. The Trustee may not acquire or dispose The survivor of joint Unitholders, or the executors or of any asset except as directed by MGNZ, until the Trust administrators of deceased single Unitholders, will, upon is terminated. producing such evidence as MGNZ shall think suffi cient to establish that person’s entitlement to the relevant Units, No disposal or acquisition of any Assets will be entered be registered as the Unitholders of such Units, or, subject into with MGNZ, or any Related Person of MGNZ, unless to the provisions as to transfer of Units, may transfer the Trustee is satisfi ed that the transaction is on normal such Units. commercial terms or terms, as favourable to MGP as normal commercial terms, and is in accordance with the 14.9 Partly paid Units Investment Policies. MGNZ may not commit MGP to any transaction involving, or valued at, more than 10% and forfeiture of the value of the Assets without the Trustee’s prior MGNZ may call on a Unitholder who has not paid the full written approval. price of his or her Units to do so. If the Unitholder does All costs, taxes, legal fees and other fees, disbursements not do so, he or she can be given notice to pay the unpaid and expenses incurred by the Trustee or MGNZ in amount plus interest at 5% per annum above the Market connection with the investigation of, negotiation for and Rate, by a date not earlier than 14 days from the date acquisition of any Asset, or dealing with or disposing of of service of the notice. If the Unitholder fails to comply any Asset are payable by MGP. with that notice, his or her Units which have not been paid for in full may be forfeited. MGNZ may dispose of MGNZ shall keep a record giving full details of all the forfeited Units. The proceeds of sale will be applied investments. The record will be available for inspection by to pay costs and expenses incidental to the forfeiture and the Trustee without charge at any time on any Business sale, then towards payment of interest, and then towards Day, and a copy will be available to the Trustee on request. the unpaid amount in respect of which notice was given. MGNZ shall decide how to exercise voting rights conferred The Unitholder will remain liable for such sums and for by the Assets, but neither MGNZ, the Trustee or their any uncalled amount in respect of the Units, to the extent proxies or attorneys will be liable or responsible for any they are not paid from the proceeds of sale. Any remaining vote cast or not cast. balance will be paid to the Unitholder. When the Unit is sold, it will be credited as paid up to the sum of the amount paid on it at the date of forfeiture and the amount of any calls payable on or before the date of sale. At any time before a Unit is disposed of, the forfeiture may be cancelled on such terms as MGNZ thinks fi t, and must be cancelled if the Unitholder pays the full amount owing in respect of the Unit.

146 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 14

14.11 Valuations 14.13 Auditors MGNZ is required to maintain a Valuation Register The Auditor of the fi nancial information included in this recording the value of all Assets. Offer Document is PricewaterhouseCoopers. They are also the Auditor of MGP on an ongoing basis. MGNZ is entitled to value all or any of the Assets at any time on any business day. It will also value Assets if The Auditor is appointed by MGNZ after consultation with required by the Trustee. Assets other than properties will the Trustee. The Auditor must be a chartered accountant be valued on every business day on which the Repayment or a fi rm of chartered accountants, and may not be an Price or (except where Units are offered on a pro-rata offi cer or employee of MGNZ or the Trustee. MGNZ basis) the Issue Price for Units is calculated, or at such fi xes the remuneration of the Auditor and pays that other times as MGNZ and Trustee may agree. Each remuneration out of MGP. property will be valued as often as generally accepted The Auditor may be removed from offi ce by MGNZ or by accounting practice and fi nancial reporting standards require. an Extraordinary Resolution of Unitholders, and may retire In addition, MGNZ must ascertain the Net Asset Value of upon giving 90 days’ notice in writing to MGNZ. MGP at least once every 12 months. The Manager’s determination of the Net Asset Value 14.14 Income and distributions of MGP in accordance with the Trust Deed is fi nal and The distributable income shall be determined in binding on the Trustee and on all Unitholders, so long as accordance with MGNZ’s policy, as varied from time to it is determined on a consistently applied basis accepted time. Distributions will, subject to the right and restrictions as being appropriate by the Trustee. MGNZ may change applicable to any particular Units, be paid to Unitholders the basis of valuation after giving notice of the proposed pro rata. MGNZ may make interim distributions under the change to the Trustee. Trust Deed. For so long as the Units are Quoted, the Trustee shall MGNZ may direct the Trustee to distribute capital or be entitled to appoint an independent valuer to value the reserves as well as income, in cash or in specie, or by way Assets, at the expense of MGP. of bonus Units. If MGNZ approves, a Unitholder may reinvest a 14.12 Records and Financial distribution, under a procedure determined by the Statements Manager and notifi ed to Unitholders. Details of the current MGNZ must keep accounting records which correctly distribution reinvestment plan operated by MGNZ are set record and explain the transactions and the fi nancial out in section 7.7. position of MGP. The Trustee is required to provide The Trustee or MGNZ may deduct the Unitholder’s Tax MGNZ with any information it requires in order to keep from a payment. Every Unitholder will indemnify the those records. Trustee and MGNZ in respect of the Unitholder’s Tax. Financial statements in respect of MGP will be prepared as soon as practicable after the end of each Financial 14.15 MGNZ’s powers Year for MGP, and in accordance with all relevant statutory requirements. Interim fi nancial statements for MGP will be The Trust Deed obliges MGNZ to manage and administer prepared on a half-yearly basis, and copies will be sent to MGP for the benefi t of Unitholders, with full and complete the Trustee. power of management. Subject to the terms of the Trust Deed, MGNZ’s functions and power include: Once the full year fi nancial statements have been audited, MGNZ will forward a copy of the fi nancial statements and (a) offering and issuing Units; Auditors’ report promptly to the Trustee and every Unitholder. (b) making all acquisition, disposition and other investment decisions, and day-to-day management decisions, related to assets of MGP; (c) providing for periodic valuation of assets of MGP, and preparing half yearly and annual fi nancial statements for MGP; and (d) making distributions to Unitholders.

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 147 Trust Deed summary continued

MGNZ may, with the Trustee’s approval, itself provide (d) a receiver or liquidator is appointed in respect of services to MGP (such as, for example, leasing, sales MGNZ; or and acquisitions and property management services), (e) MGNZ has committed a material breach of its or engage other members of MGQ to provide those obligations under the Trust Deed which prejudices or services. The services are required to be on normal will prejudice Unitholders, and which has not been commercial terms, or terms as favorable to MGP as rectifi ed or reasonable steps have not been taken normal commercial terms, and the provider of the service to rectify the breach within 30 Business Days of the is entitled to be paid a reasonable fee for their services. Trustee notifying MGNZ of the breach; or 14.16 MGNZ’s covenants (f) where the Units are Quoted, MGNZ fails to carry out its duties to the reasonable satisfaction of the Trustee: or In the Trust Deed, MGNZ has given certain covenants in (g) MGNZ retires by giving 90 days’ notice in writing to favour of the Trustee and Unitholders, including that it will: the Trustee, and a new manager is appointed. (a) use reasonable endeavours to ensure that MGP is Except where the management is transferred by MGNZ operated in a proper and effi cient manner and that the to another member of the group of companies of which Assets are properly managed and supervised; MGNZ forms part, the power to appoint a new manager (b) make available to the Trustee any accounting and is vested in the Trustee. Any new manager is required other records kept in respect of MGP, copies of the to execute a deed in a form approved by the Trustee, fi nancial statements and any other information that the under which the new manager undertakes to be bound Trustee reasonably requires; by all covenants in the Trust Deed that bound the previous manager. (c) convene meetings of Unitholders when required by the Trustee or when requisitioned by 10% in number or value of Unitholders; 14.18 Functions of the Trustee (d) pay all trust money it receives into MGP’s bank The Trustee has rights and powers as if it were the accounts; absolute and benefi cial owner of the Assets, subject to the provisions of the Trust Deed and the Unit Trusts Act 1960. (e) not commit MGP to any transaction involving, or The powers and functions of the Trustee under the Trust valued at, more than 10% of the value of the Assets Deed include the following: without the Trustee’s prior written approval; and (a) to hold the Assets on behalf of Unitholders; (f) obtain the Trustee’s approval of all prospectuses and investment statements prior to their distribution. (b) to borrow or raise money for the purposes of MGP (subject to the restrictions below); MGNZ will send the Trustee and all Unitholders an annual report as soon as practicable, and no later than three (c) to settle and complete transactions in respect of MGP; months, after the end of MGP’s Financial Year. (d) to obtain from MGNZ any information that the Trustee reasonably requires in relation to MGP; 14.17 Removal and retirement (e) to appoint any valuer, barrister, solicitor, accountant, of MGNZ stockbroker, or other person to assist it in exercising its powers and performing its obligations under the MGNZ will cease to hold offi ce as the management Trust Deed, and to pay reasonable fees to such company for MGP if: persons out of MGP; and (a) it is removed from offi ce by the High Court on the (f) to bring all legal proceedings on behalf of MGP. application of the Trustee, any Unitholder, or the The duties imposed by the Trustee Act 1956 on trustees Minister responsible for administering the Unit Trusts in respect of investments do not apply to the Trustee. Act 1960; or In addition, the Trustee is not required to diversify (b) the Trustee certifi es that it is in the interests of the MGP’s investments. Unitholders that MGNZ should cease to hold offi ce; or (c) Unitholders who hold not less than 75% of the Units, at a meeting held pursuant to section 18 of the Unit Trusts Act 1960, so direct; or

148 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST c thecostsrelating toacquiring,holding,developing, (c) thecostsofconveningandholdinganymeetings (b) thefeesandexpensesofAuditoranyother (a) The Trustee maybereimbursed outofMGPfor: by MGP. is entitledtobepaidthefeesdescribedinsection11.4 For undertakingitsdutiesastrusteeofMGP, theTrustee and expenses 14.22 Trustee’s fees pursuant totheUnitTrusts Act1960. may beappointedasanewTrustee unlessqualifi ed toact to appointanewTrustee isvestedinMGNZ.Noperson for administeringtheUnitTrusts Act1960.Thepower on theapplicationofMGNZ,orMinisterresponsible The Trustee may beremoved from offi ce bytheHighCourt Trustee. a newTrustee andthetransferofAssetstonew notice inwritingtoMGNZ,subjecttheappointmentof The Trustee may retire atanytimeupongiving90days’ the Trustee 14.21 Removalandretirement of charge anyoftheAssets,exceptwhere directed byMGNZ. Deed. TheTrustee alsocovenantsnottodisposeofor as Trustee for theUnitholdersupontermsofTrust to ensure theAssetsare keptsafely, andtoholdthem The Trustee covenantstouseallreasonable endeavours 14.20 Trustee’s covenants Asset, 50%ofthevaluethatAsset. of thevalueAssetsor, ifsecured againstaparticular guarantees oftheTrust maynotexceed,atanytime,50% constituting MGP. Thetotalborrowings andliabilitiesunder its liabilityisrestricted totheAssetsfrom timeto operation ofMGP, andunlesstheTrustee issatisfi ed that of conductingtheinvestment,managementorother general interests oftheUnitholders,orforpurposes MGNZ considersthemnecessaryordesirableinthe other similartransactionswillbeentered intounless No borrowings, charges,undertakings,guaranteesor 14.19 Borrowings dealing with,leasinganddisposing ofAssets; of Unitholders; lawyers appointedinrespect ofMGP); adviser (includingvaluers,real estateagentsand INVESTMENT STATEMENT ANDPROSPECTUS f any otherexpensesproperly andreasonably incurred (f) allamountspayableinrelation tolistingMGPand (e) alltaxesordutiesincurred byMGP; (d) for MGNZonly, withnegligence). they didnotactfraudulentlyor withgross negligence(or, liable foranylossresulting from suchexercise, so longas exercise oftheirpowersanddiscretions, andwillnotbe Trustee andMGNZhaveabsolutediscretion astothe Except asotherwiseprovided intheTrust Deed,the if suchpaymentsneednothavebeenmade. for Tax ingoodfaiththeyshallnotbeliable toUnitholders not incuranyliabilityfordoingso.Iftheymakepayments have beenpassedatmeetingsofUnitholders.Theyshall believe tobegenuine,andonresolutions purportingto advice, oncertifi cates, ondocumentstheyreasonably The Trustee andMGNZare entitledtorely onprofessional expenditure shallbepaidin prioritytoUnitholders’claims. amounts. Theirrespective fees andreimbursements of to above,andforpaymentoffees,chargesother and mayusetheAssetsforindemnitiesreferred The Trustee and MGNZshallhavealienovertheAssets act ordefault. liability isattributabletotheTrustee’s negligenceorwilful MGP inrespect ofthatliability, excepttotheextent carrying aliability, theTrustee shallbeindemnifi ed from 1960. Where MGPacquires ordisposesofanAsset diligence required bysection24oftheUnitTrusts Act it iscausedbytheTrustee’s failure toshowthecare and The Trustee shall onlyberesponsible forlosstotheextent extent itsownnegligenceordefaultcausedtheloss. to checkinformationsuppliedbytheother, excepttothe arising from thedefaultof the other, orcausedbyitsfailure Neither theTrustee norMGNZshallberesponsible forloss and indemnifythemagainst,anysuchliability. Resolution, release theTrustee ofMGNZ(orboth)from, or MGNZthereby. Unitholdersmay, byExtraordinary authorities anddiscretions conferred ontheTrustee regard totheprovisions oftheTrust Deedandthepowers, required ofatrusteeormanagerrespectively, having of trustwhere theyfailtoshowthecare anddiligence exercising theirpowers,exceptinthecaseofabreach for anyliabilitytheyincurinperformingtheirdutiesor The Trustee andMGNZshallbeindemnifi ed from MGP and Trustee 14.23 Protection ofMGNZ by theTrustee inconnectionwithactingforthetrustee. quotation oftheUnitsonNZX;and MACQUARIEGOODMAN PROPERTYTRUST

149

SECTION 14 Trust Deed summary continued

The Trustee and MGNZ, and people related to them, may A poll may be demanded by the chairman of the buy, sell, hold and deal in Units, enter into or be interested meeting or by at least 5 Unitholders (or their proxies, in transactions with each other (in respect of MGP or representatives or attorneys) entitled to vote on the otherwise) or Unitholders, act for other trusts and hold proposed resolution, or by the holders of 5% of the Units Assets jointly with MGP, and need not account for any present at the meeting (in person or by proxy or attorney) profi ts or benefi ts resulting. and entitled to vote on the proposed resolution. The Trustee and MGNZ will only be liable to make A resolution passed at a meeting by the Required Majority payments to Unitholders from the Assets, not their own, will bind all Unitholders, whether or not present at the meeting. except in respect of fraud or wilful default. They need A meeting of Unitholders shall have the power, exercisable not effect any transaction for a Unitholder unless the by Extraordinary Resolution to: Unitholder fi rst provides for all duties and charges payable in respect of the transaction. (a) sanction any alteration, release, modifi cation or arrangement in respect of the rights of Unitholders; 14.24 Meetings (b) subject to MGNZ and Trustee’s ability to amend the Trust Deed as discussed below, assent to any MGNZ must convene a meeting of Unitholders on the authorised amendment to the Trust Deed or any written request of the Trustee, or of one-tenth in number of conditions attaching to the Units; the Unitholders, or of a Unitholder or Unitholders holding not less than one-tenth of the value of the Units on issue (c) subject to the Unit Trusts Act 1960, sanction any at the date of receipt by MGNZ of such request. MGNZ breach or default by MGNZ or the Trustee under the may at any time of its own volition convene a meeting terms of the Trust Deed; of Unitholders. (d) subject to the Unit Trusts Act 1960, discharge, release At least 14 days’ notice of any meeting is required to be or exonerate MGNZ or the Trustee from liability; given. The notice of meeting shall specify the time, date (e) appoint a new Trustee if MGNZ fails to appoint one and place of the meeting, and the general nature of the to fi ll a vacancy, and appoint a new manager if the business to be transacted and such other information as Trustee fails to appoint a new manager to fi ll a vacancy; the person convening the meeting thinks fi t. Each person entitled to attend the meeting may appoint a proxy to vote (f) sanction the exchange of Units for, or the conversion on his or her behalf at the meeting. Companies and other of Units into, units or notes or interests in any other corporations may appoint representatives. unit trust or similar entity on such a basis as may be approved by the extraordinary resolution; A quorum for a meeting at which an Ordinary Resolution is proposed shall be at least 5 persons holding or (g) remove the Auditor; and representing by proxy or as representative or attorney (h) adopt or modify the takeover provisions included in at least 10% of the number of Units on issue at the date the Trust Deed, if the Units are Quoted. of the meeting carrying the right to vote at that meeting. For a meeting at which an Extraordinary Resolution A meeting of Unitholders may also give directions to the is proposed, the quorum shall be at least 5 persons Trustee in relation to the interests of those persons entitled holding or representing by proxy or as representative or to attend that meeting (whether or not all of those persons attorney at least 25% of the number of Units on issue at are present) so long as the directions are consistent with the date of the meeting carrying the right to vote at that the Trust Deed and the Unit Trusts Act 1960, and passed meeting. If the meeting is called pursuant to a request by persons representing 75% of the Units held by the by Unitholders, then it will be cancelled if no quorum is Unitholders represented at the meeting and representing present. Otherwise, the meeting will be adjourned, and holders of 25% of Units on issue, and the directions do at the adjourned meeting those Unitholders present will not require the Trustee to certify that it is in the interests of be a quorum. the Unitholders that MGNZ ceases to hold offi ce. Voting at any meeting will be by voice or by show of Where there is more than one class of Units, a resolution hands, unless a poll is called. Each Unitholder or their of Unitholders must be approved by all classes. proxy, representative or attorney has one vote on a vote by voice or show of hands, and has one vote per Unit, on a poll. The chairman of the meeting is appointed by the Trustee but does not have a casting vote.

150 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST d is,intheTrustee’s opinion,notmateriallyprejudicial to (d) is,intheTrustee’s opinion,required tocorrect (c) is,intheopinionofTrustee andMGNZ,required (b) is,intheopinionof theTrustee andMGNZ,necessary (a) Trustee andMGNZ) ifsuchamendment: Trustee andMGNZ (bymeansofadeedexecutedbythe The provisions oftheTrust Deedmaybeamendedbythe the Trust Deed 14.26 Amendmentsto the IssuePriceoftheirUnits. Unitholders willbeliabletopayonlyanyuncalledpartof If there are insufﬁ cient AssetstomeetallLiabilities, attaching toparticularunits). held (subjecttotherights,obligationsandrestrictions assets toUnitholdersinproportion tothenumberofUnits in thetermination,Trustee willdistributetherealised Trustee, allliabilitiesofMGPandexpensesincurred After paymentofanyunpaidfeesduetoMGNZandthe Upon MGPbeingterminated,allassetswillberealised. iftheUnitsare Quoted,theofﬁ ce ofTrustee becomes (d) thedateappointedbyMGNZgivingnotlessthan3 (c) thedateonwhichMGPisterminatedunderTrust (b) 22April2079;or (a) The Trust willterminateontheearlierof: 14.25 Termination ofMGP Unitholders; or administrative nature only;or a manifesterror orisofaformal,technical adversely affect theinterests ofUnitholders;or Rules, andintheopinionofTrustee doesnot amendment totheUnitTrusts Act1960ortheListing by orinconsequenceofconsistentwith,an statutory authority;or requirement oftheListingRulesoranycompetent statute orotherregulatory requirement, orisa or expedienttocomplywiththeprovisions ofany months ofthevacancyoccurring. vacant, andanewtrusteeisnotappointedwithintwo MGNZ hasnopresent intentiontoterminateMGP;or months’ writtennoticetoUnitholdersandtheTrustee. Deed orbyoperationoflaw; INVESTMENT STATEMENT ANDPROSPECTUS g isotherwise expressly authorisedbytheTrust Deed. (g) isapproved byseparateExtraordinary Resolutions (f) will,intheTrustee’s opinion,enabletheprovisions (e) of MGNZmaybemadewithoutMGNZ’s agreement. However, noamendmenttotherights,powersandprivileges amendment; or the Trustee, islikelytobeaffected bytheproposed of eachclassUnitholderswhich,intheopinion advantageously administered; or of theTrust Deedtobemore convenientlyor MACQUARIEGOODMAN PROPERTYTRUST

151

SECTION 14 Glossar y

The following table contains a glossary of the terms used in the Offer Document.

Acquisition means the acquisition by MGP of MGQ’s interest in part or all of certain properties, as described in section 3

Acquisition Agreements means the agreements described in section 12.13

Application means an application to subscribe for New Units under the Offer Document

Application Monies means monies received from applicants in respect of their Applications

Application Price means $1.09 per New Unit

ASX means Australian Stock Exchange Limited or the securities exchange conducted by it, as the context requires

Australian Corporations Act means the Corporations Act 2001 (Commonwealth of Australia)

Co-managers means ABN Amro Craigs Limited and First NZ Capital Limited

Commenced Development means the properties described in section 3.1.2 Properties

Completed Stabilised Properties means the properties described in section 3.1.1

Co-ownership Agreement means the agreement between described in section 12.12

Customer Service Model means MGQ’s operating and cultural philosophy which is based on providing complete property solutions to its customers through the delivery of a diverse range of industrial and business space products and property services

Development Land means the land described in section 3.1.3

Directors means directors of MGNZ

Eligible Institutional Unitholders means Institutions who are Unitholders on the Record Date except for persons who are Unitholders solely as a result of transactions disregarded for the purpose of determining Priority Entitlements as described in section 4.4

Eligible Retail Unitholders means Unitholders, not being Eligible Institutional Unitholders, on the Record Date with registered addresses in New Zealand except for persons who are Unitholders solely as a result of transactions disregarded for the purpose of determining Priority Entitlements as described in section 4.4

Eligible Unitholders means Eligible Institutional Unitholders and Eligible Retail Unitholders, each an Eligible Unitholder

152 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST MG Nominee MGM MGI Meeting Listing Rules Lead Manager Institutional SettlementDate Institutional Placement Institutional Offer Institutional EntitlementOffer Institution GST Group Gearing Ratio Faster Existing Units Form Entitlement andAcceptance

means MacquarieGoodmanNominee(NZ)Limited the contextrequires means MacquarieGoodmanManagementLimitedanditscontrolled entities,as context requires means MacquarieGoodmanIndustrialTrust anditscontrolled entities,asthe orpostponementsthereofadjournments means thespecialmeetingofUnitholderstobeheldon23March 2005,andany means theListingRulesofNZX means MacquarieEquitiesNewZealandLimited,asleadmanageroftheOffer Institutional Placementare approved atthatMeeting means theﬁ rst businessdayaftertheMeeting,provided theAcquisition and part oftheInstitutionalOffer asdescribedinsection4.2 means theoffer ofNewUnits toInstitutionsraiseapproximately $80millionas means theInstitutionalEntitlementOffer andtheInstitutionalPlacement Institutions toraiseapproximately $27.9million,asdescribedinsection4.2 means theoffer ofNewUnits toEligibleInstitutionalUnitholdersandother means aperson: means goodsandservicestax means MGPanditscontrolled entities means MGP’s debtasapercentage ofMGP’s totalassets means FullyAutomatedScreen Trading andElectronic Registrationsystem entitlements, asdescribedinsection4 as aresult oftransactionsdisregarded forthepurposeofdeterminingthose determining thePriorityEntitlementofaUnitholder, Unitsacquired orsold means Units,excludingtheNewanddisregarding, forthepurposeof which accompaniesthisOffer Document Retail UnitholdersapplyingforNewUnitsundertheEntitlementOffer and means theblueentitlementandacceptanceformtobecompletedbyEligible () (b) a withanaddress inNewZealandwhoMGNZconsiders isaninstitutional, (a) habitual,orsophisticatedinvestor, oraretail broker; or 761G oftheAustralianCorporationsAct2001 with anaddress inAustralia whoisa“wholesaleclient”undersection INVESTMENT STATEMENT ANDPROSPECTUS MACQUARIEGOODMAN PROPERTYTRUST

153

SECTION 15 Glossar y continued

MGNZ means Macquarie Goodman (NZ) Limited, as the manager of MGP

MGP means Macquarie Goodman Property Trust and its controlled entities, as the context requires

MGPS means Macquarie Goodman Property Services (NZ) Limited

MGQ means MGM and MGI, operating together as a stapled group. Where either MGI or MGM is party to a contract or agreement or responsible for an obligation or liability, without the other, all references to MGQ as concerns that contract, agreement, obligation or responsibility shall be to that party alone

New Units means the new Units to be issued pursuant to the Offer

NZX means New Zealand Exchange Limited or the market operated by it as the context requires

NZX Firm means a ﬁ rm designated as such by NZX

Offer means the Institutional Placement and Priority Entitlement Offer

Offer Document means this investment statement and prospectus

Priority Entitlement means the pro rata non-renounceable entitlement of each Eligible Unitholder to subscribe for two New Units for every ﬁ ve Existing Units held on the Record Date

Priority Entitlement Offer means the Institutional Entitlement Offer and the Retail Entitlement Offer

Projection Period means the ﬁ nancial year ending 31 March 2005 and the ﬁ nancial year ending 31 March 2006

Public Application Form means the green public application form to be completed by applicants for New Units under the Retail Entitlement Offer (other than Eligible Retail Unitholders) and which accompanies this Offer Document

Record Date means 5:00 pm on 9 March 2005

Retail Allotment Date means 19 April 2005

Retail Entitlement Offer means the offer of New Units to Eligible Retail Unitholders and other persons, as described in section 4.3

Subsequent Transaction means the acquisition by MGP of MGQ’s interest in part or all of certain properties, or the sale by MGP to MGQ or a third party of MGP’s interest in part or all of certain properties, as described in section 12.13

Transaction means the Acquisition, the Offer and the proposed changes to the management fee paid by MGP to MGNZ

Trust Deed means the Trust Deed dated 23 April 1999

154 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST SECTION 15

Trustee means Perpetual Trust Limited, as the trustee of MGP

Underwriter means Macquarie Equities New Zealand Limited as underwriter of the Offer

Underwriting Agreement means the underwriting agreement between MGNZ and the Underwriter dated 7 March 2005 under which the Underwriter agrees to underwrite the Offer as described in section 12.12

Unit means a unit in MGP

Unitholder means holder of units

Unit Registrar means Computershare Investor Services Limited, the registrar of MGP

VWAP means volume weighted average price

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 155 Application forms

Set out below are Application instructions for Eligible only one director whose signature must be witnessed), or Retail Unitholders and new investors participating in the in either case by an attorney or duly authorised agent. Retail Entitlement Offer. If your form is signed by an attorney, the power of attorney document is not required to be lodged, but the attorney 16.1 Which form to complete must complete the certifi cate on the reverse of the relevant form. Joint applicants must each sign the relevant form. Eligible Retail Unitholders must complete the blue Entitlement and Acceptance Form. All other investors must complete the green Public 16.5 Payment Application Form. Full payment of the Application Price for the New Units applied for must accompany your form. 16.2 Fill In your contact details Payment must be in New Zealand dollars for immediate value. Cheques or bank drafts must be drawn on a Give your full name(s), address and telephone numbers. registered New Zealand bank. Cheques must be made Applications must be in the name(s) of natural persons, payable to “Perpetual Trust Limited – Macquarie Goodman companies or other legal entities, up to a maximum Offer Account”, crossed “Not Transferable” and must of three names per Application. At least one full given not be post-dated. If an applicant’s cheque does not name and surname is required for each natural person. subsequently clear, MGNZ reserves the right to cancel that Applications by a minor, fund, trust, estate, business, applicant’s allocation of New Units. fi rm or partnership, club or other unincorporated body cannot be accepted unless they are made in the individual name(s) of the person(s) who is (are) the legal guardian(s), 16.6 Delivery trustee(s), proprietor(s), partner(s) or offi ce bearer(s) Applications received cannot be revoked or withdrawn. (as appropriate). Applications must be lodged with the Unit Registrar before 5:00 pm on 12 April 2005. The relevant form and your 16.3 Fill In the application details payment may be mailed or delivered to MGNZ, any NZX Firm, the Lead Manager, the Co-managers, or any other (a) If you are an Eligible Retail Unitholder you may apply channel approved by NZX in time to enable forwarding to for your Priority Entitlement or a greater or lesser the Unit Registrar prior to 5:00 pm on 12 April 2005. number of New Units. Applications for New Units in The respective addresses of the Unit Registrar, the Lead excess of your Priority Entitlement must be made in Manager, Co-managers and MGNZ are set out in the multiples of 100 New Units. Corporate Directory on the inside back cover of this (b) Complete the number of New Units applied for. If you Offer Document. are not an Eligible Retail Unitholder you must apply for Subject to the rights of Eligible Unitholders to accept up to at least 1,500 New Units and thereafter in multiples of their Priority Entitlement, Applications under the Offer will 100 New Units. be subject to the allocation policy described in section 4.9. (c) Multiply the total number of New Units applied for by MGNZ reserves the right to accept Applications which are the Application Price. received by the Unit Registrar after 5:00 pm on 12 April (d) If you know your Computershare Investor Services 2005, but is under no obligation to do so. Limited holder number or have been issued with a Common Unitholder Number, please enter it in the relevant form. The Computershare Investor Services 16.7 Personal information rights Limited holder number or the Common Unitholder Personal information provided by you will be held by Number must be consistent with the person(s) named MGNZ or the Unit Registrar at their respective addresses as the applicant in the relevant form. shown in the Corporate Directory on the inside back cover of this Offer Document or at such other place as is 16.4 Signing and dating notifi ed upon request. This information will be used for the purpose of managing your investment. You have a right Read the relevant form carefully and sign and date it. to access and correct any personal information about you under the Privacy Act 1993. Each form must be signed by the applicant(s) personally, or by two directors of a company (or one director if there is

156 INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST PLEASE PIN CHEQUE HERE

Macquarie Goodman Property Trust Broker's Stamp Public Application Form Only use this form if you are not an existing Unitholder in Macquarie Goodman Property Trust (“MGP”) This Public Application Form must not be issued, distributed or circulated unless accompanied by the Offer Document relating to the Priority Entitlement Offer made by Macquarie Goodman (NZ) Limited (“MGNZ”) as the manager of MGP. Instructions for the completion and lodgement of this form are printed on the reverse. Before completing this form, the Offer Document accompanying this form should be read carefully. An Adviser Code Application cannot be revoked or withdrawn. If you are in any doubt as to what action you should take, please consult your broker, ﬁ nancial or other professional adviser.

Investor details Please enter name(s) in full (including all ﬁ rst names)

Applicant No. 1

A Title: First names: Surname: Joint applicant No. 2

Title: First names: Surname: Joint applicant No. 3

Title: First names: Surname:

Company name: (where applicable)

Postal address:

Home telephone Number: ( ) Business telephone number: ( ) Application amount

B Number of New Units applied for (minimum of 1,500 New Units and then in multiples of 100 New Units thereafter):

C Amount enclosed at the Application Price per New Unit ($1.09)

Holder numbers If you already hold shares in a New Zealand company which has Computershare Investor Services Limited as its share registrar, please enter below the holder number allocated to you by Computershare Investor Services Limited (if known). If you have been issued with a Common Shareholder Number (“CSN”), please enter it below.

D Holder Number CSN Number

Distribution payments Please tick the appropriate box to select the method of payment of distributions.

E Either: pay by cheque to the postal address above or: direct credit my bank account as detailed below

Name of bank

Address of bank

Bank/Branch Account No Sufﬁ x IRD number

F Please write your IRD number. Only one IRD number is required in respect of a joint application.

Are you holding a current Resident Withholding Tax Exemption Certiﬁ cate? Yes No If yes, please attach a copy of the certiﬁ cate. Declaration and signature Enquiries I/We hereby apply for the number of New Units entered above upon the terms and conditions set out in the Please contact the information line on 0800 359 999 (within Offer Document and the reverse of this Public Application Form. New Zealand) or +64 9 488 8777 (outside New Zealand) if you have any questions about the offer. Members of the public applying for New Units should G Dated this day of 2005 return their Applications (with payment) in the enclosed business reply envelope or hand deliver them to the following street address by no later than 5:00 pm on Signed – Applicant No. 1 12 April 2005 (unless the date is varied by MGNZ). Macquarie Goodman (NZ) Limited Signed – Joint Applicant No. 2 C/- Computershare Investor Services Limited Level 2, 159 Hurstmere Road, Takapuna, Auckland Private Bag 92119, Auckland 1020, New Zealand Signed – Joint Applicant No. 2 Refer overleaf for further details and instructions on how to complete this Public Application Form. Instructions for completing and lodging this public application form The instructions set out below pertain only to members of the public residing in New Zealand wishing to apply for New Units. Please complete all relevant sections of this Public Application Form using BLOCK LETTERS. These instructions are cross-referenced to each section of this Public Application Form.

A Investor details E Distribution payments Write the full name(s) you wish to appear on the unit register. This should Please tick the appropriate box to select the method of payment of include the names of all joint holders. Applications must be in the name(s) distributions. If you wish any distributions to be credited directly to an of natural persons or the name of a company. account with your bank, ensure that the appropriate details are entered. Enter your postal address for all correspondence. For joint applicants, only F IRD number one address can be entered. Please enter your IRD number. For joint applicants, please fi ll in the Enter your home and business phone numbers (including area codes). IRD number of the fi rst named applicant. Note that your application may be rejected if your IRD number is not entered. Indicate by ticking B Application amount the appropriate box whether or not you hold a Resident Withholding Tax Insert the number of New Units you wish to apply for. The Application must Exemption Certifi cate. If you hold an Exemption Certifi cate, please enclose be for a minimum of 1,500 New Units and thereafter in multiples of 100 a copy with your Public Application Form. MGP will not be obliged to New Units. deduct Resident Withholding Tax on distributions if it has seen the relevant C Insert the relevant dollar amount payable for your New Units. To calculate Exemption Certifi cate. that amount, multiply the number of New Units you are applying for by the G Declaration and signature Application Price of $1.09 per New Unit. Read the declaration and sign the Public Application Form. It must be Please ensure that the total of your cheque or bank draft equals the amount signed by applicants personally. Companies must sign in accordance with payable for the New Units applied for and make the cheque or bank draft the Companies Act 1993, their constitution or other applicable laws. Joint payable to “Perpetual Trust Limited – Macquarie Goodman Offer Account” holders must all sign. and cross it “Not Transferable”. For members of the public applying for New Units, applications (with Payment must accompany each Public Application Form. Payment must payment) must be received at the following street address by no later be made by a cheque or bank draft drawn on a registered New Zealand than 5:00pm on 12 April 2005 (unless the date is varied by MGNZ). bank, for New Zealand currency, for immediate value. Post-dated cheques Macquarie Goodman (NZ) Limited will not be accepted. C/- Computershare Investor Services Limited D Holder numbers Level 2, 159 Hurstmere Road, Takapuna, Auckland If you already hold shares in a New Zealand company which has Private Bag 92119, Auckland 1020, New Zealand Computershare Investor Services Limited as its share registrar, please enter the holder number allocated to you by Computershare Investor Services Limited (if known) where indicated. If you have been issued with a CSN, please enter it where indicated.

Application terms 1. By signing this Public Application Form, you acknowledge that this Public Application Form was distributed with the Offer Document relating to the Priority Entitlement Offer and you offer to subscribe for the New Units upon and subject to the terms and conditions set out in the Offer Document and this Public Application Form. 2. An Application cannot be withdrawn or revoked. 3. If your Public Application Form is not completed correctly, or if the accompanying payment is for the incorrect amount, it may still be treated as valid. MGNZ’s decision as to whether to treat an Application as valid and how to construe, amend or complete it, will be fi nal. The decision of MGNZ and the Lead Manager as to the number of New Units to be allocated to you will also be fi nal. However, applicants will not be treated as having applied to purchase more New Units than those for which payment has been made. 4. Terms defi ned in the Offer Document have the same meaning in this Public Application Form. This Public Application Form is governed by New Zealand law.

Certiﬁ cate of non-revocation of power of attorney (Only complete this section if this Public Application Form is to be signed by an attorney of the applicant).

I, of hereby certify that: (Name of attorney) (Address and Occupation of attorney)

1. By a Power of Attorney dated (Name and Occupation of person for whom attorney is signing)

of (Address of person for whom attorney is signing)

(the “Donor”) appointed me his/her/its attorney on the terms and conditions set out in that Power of Attorney. 2. I have executed this Public Application Form as attorney under that Power of Attorney and pursuant to the powers thereby conferred upon me. 3. At the date of this certiﬁ cate, I have not received any notice or information of the revocation of that Power of Attorney, whether by the death or dissolution of the Donor or otherwise.

Signature of attorney:

Signed at this day of 2005 PLEASE PIN CHEQUE HERE

Investor details Please enter name(s) in full (including all ﬁ rst names)

Applicant No. 1

A Title: First names: Surname: Joint applicant No. 2

Title: First names: Surname: Joint applicant No. 3

Title: First names: Surname:

Company name: (where applicable)

Postal address:

Home telephone Number: ( ) Business telephone number: ( ) Application amount

B Number of New Units applied for (minimum of 1,500 New Units and then in multiples of 100 New Units thereafter):

C Amount enclosed at the Application Price per New Unit ($1.09)

D Holder Number CSN Number

Distribution payments Please tick the appropriate box to select the method of payment of distributions.

E Either: pay by cheque to the postal address above or: direct credit my bank account as detailed below

Name of bank

Address of bank

Bank/Branch Account No Sufﬁ x IRD number

F Please write your IRD number. Only one IRD number is required in respect of a joint application.

Certiﬁ cate of non-revocation of power of attorney (Only complete this section if this Public Application Form is to be signed by an attorney of the applicant).

I, of hereby certify that: (Name of attorney) (Address and Occupation of attorney)

1. By a Power of Attorney dated (Name and Occupation of person for whom attorney is signing)

of (Address of person for whom attorney is signing)

Signature of attorney:

Signed at this day of 2005 Important information Corporate directory

INVESTMENT STATEMENT AND PROSPECTUS MACQUARIE GOODMAN PROPERTY TRUST 161 AND PROSPECTUS INVESTMENT STATEMENT MACQUARIE GOODMAN PROPERTY TRUST INVESTMENT STATEMENT AND PROSPECTUS Macquarie Goodman Property Trust