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Explanatory Memorandum and Notice of Meetings+ + Botanical Gardens Museum Australian St Mary’s Cathedral Macquarie Street Macquarie Street The Mint t Station P ee Station r Martin Place t St James S t r e lb A t e e r t S t e e r t S p i l l i h d P e Station r Museum f l Phillip Street A Hyde Park t e e r t S g n u o Y P t e e r t t S e e t e r e Elizabeth Street Elizabeth Street g St e r d t Station i t r S King Street t e en Museum of Sydney e B r t r S Circular Quay s u B t f o e L t Jones David Blig n h u Stre e H t Castlereagh Street Castlereagh Street Castlereagh Street P t e e P O e r ’C t on Jones Tower David c S n a e ll Sydney l d S P tr e e r e n f t i Piccadilly Westfield l t r A a Glasshouse M Pitt Street Pitt Street Mall P Pitt Street P City Centre Victoria Galeries Station Town Hall Myer Mid City Centre City Mid Strand Arcade Strand treet George S e Street Georg QVB Sydney Town Hall Town P P Station Wynyard Park Wynyard P P P ) explanatory memorandum and notice of meetings GIT RE ) and GL ) a Hong Kong company with limited liability HKCo Explanatory Memorandum and Notice of Meetings in respect of a Class Meeting of PLUS Holders and a Meeting of Members of the Goodman PLUS Trust to be held in conjunction at: The Mint Auditorium 10 Macquarie Street, Sydney, NSW On Wednesday, 26 September 2012 at 10:00am (Sydney time) to consider a recommended proposal to restructure Goodman PLUS. You should read this document in full. This document contains important information which requires your immediate attention. You should read this document in full before deciding whether or not to vote in favour of the Resolutions to approve the Proposal and, if necessary, consult your legal, investment, taxation or other professional advisers. PLUS Information Line If after reading this Explanatory Memorandum, you have any questions about the Proposal, you may call the PLUS Information Line on 1300 723 040 (within Australia) or +61 3 9415 4043 (outside Australia) Monday to Friday between 8.30am and 5.30pm. Goodman Funds Management Limited (ABN 48 067 796 641; AFSL Number 223621) as responsible entity of the Goodman PLUS Trust (ARSN 128 290 808) Goodman Group comprises: Goodman Limited (ABN 69 000 123 071) ( Goodman Funds Management Limited (ABN 48 067 796 641, AFSL Number 223621) as the Responsible Entity for Goodman Industrial Trust (ARSN 091 213 839) ( Goodman Goodman Logistics (HK) Limited (Company No. 1700359; ARBN 1559111149) ( Explanatory Memorandum and Notice of Meetings Disclaimers and important notices This Explanatory Memorandum is issued by The Independent Expert has provided and Privacy and Personal Information Goodman Funds Management Limited (ABN is responsible for the information contained The Issuer will need to collect personal 48 067 796 641; AFSL Number 223621) in its in the Independent Expert’s Report. Neither information in connection with the Meetings capacity as responsible entity of the the Issuer nor any of its directors, officers, and the Proposal. The personal information Goodman PLUS Trust (ARSN 128 290 808). employees, agents, advisers or intermediaries may include the names, contact details This Explanatory Memorandum provides assumes any responsibility for the accuracy and details of holdings of PLUS Holders, PLUS Holders with information about the or completeness of the information contained in addition to contact details of individuals Proposal. The Notice of Meetings is included in the Independent Expert’s report. The appointed by PLUS Holders as proxies, as Appendix C of this Explanatory Independent Expert does not assume corporate representatives or attorneys at Memorandum. any responsibility for the accuracy or the Meetings. The collection of some of this completeness of the information contained information is required or authorised by the You should read this Explanatory in this Explanatory Memorandum other Memorandum in its entirety before Corporations Act. PLUS Holders who are than that contained in the Independent individuals, and other individuals in respect making a decision as to how to vote on the Expert’s Report. Resolutions to be considered at the Meetings of whom personal information is collected and, if necessary, consult an independent Greenwoods & Freehills has provided and about them, may have certain rights to legal, investment, taxation or other is responsible for the information contained access personal information about them professional adviser. in the Tax Opinion. Neither the Issuer nor which is collected. You can contact the any of its directors, officers, employees, Issuer’s company secretary if you wish No offer or invitation agents, advisers or intermediaries assumes to exercise those rights. This Explanatory Memorandum and the any responsibility for the accuracy or The personal information may be disclosed Notice of Meetings do not constitute any completeness of the information contained to print and mail service providers, and to offer to issue or sell securities, nor do they in the Tax Opinion included in this the Issuer’s advisers to the extent necessary represent an invitation to apply for securities, Explanatory Memorandum. to effect the Proposal. If the information to any person in any jurisdiction. For an No investment advice outlined above is not collected, the Issuer may explanation of the effect of the Proposal be hindered in, or prevented from, conducting This Explanatory Memorandum does on a PLUS Holder, see Sections 1 and 2. the Meetings or implementing the Proposal not constitute financial product advice. effectively or at all. PLUS Holders who appoint This Explanatory Memorandum has been Defined terms an individual as their proxy, corporate prepared without taking account of any Unless otherwise defined in the PLUS II representative or attorney to vote at the individual person’s specific investment Terms in Appendix A, capitalised terms used Meetings should inform that individual of objectives, financial situation or particular in this Explanatory Memorandum have the the matters outlined above. It is noted that needs. This Explanatory Memorandum meaning given to them in the Glossary. all persons are entitled, under section 173 should not be relied upon as the sole basis of the Corporations Act, to inspect and copy Disclaimer for any investment decision. PLUS Holders the Register. The Register contains personal should consider the appropriateness of any The information in this Explanatory information about PLUS Holders. Memorandum should be read in conjunction investment, taking into account their specific with the Goodman PLUS Trust’s other investment objectives, financial situation Disclosures regarding forward periodic and continuous disclosure and particular needs, and should seek looking statements independent financial and taxation advice announcements, including the Goodman This Explanatory Memorandum contains PLUS Trust Annual Report for the year ended before making any investment decision in relation to how to vote in respect of the certain “forward looking statements”. Forward 30 June 2011, the Goodman PLUS Trust looking statements can generally be identified financial statements for the year ended Proposal deciding on how to vote. It is important that you read the entire by the use of forward looking words such as 30 June 2012 and other announcements to “anticipate”, “believe”, “expect”, “project”, ASX which are available at www.asx.com.au. Explanatory Memorandum before making any decision to vote on the Proposal. “forecast”, “estimate”, “likely”, “intend”, The information in this Explanatory “should”, “will”, “could”, “may”, “target”, “plan” Memorandum remains subject to change Foreign PLUS Holders and other similar expressions within the without notice. The Issuer reserves the right This Explanatory Memorandum is subject meaning of securities laws of applicable to withdraw or vary the timetable for the to Australian disclosure requirements, jurisdictions. The forward looking statements Proposal without notice. The financial which may be different from the requirements contained in this Explanatory Memorandum information provided in this Explanatory applicable in other jurisdictions. The financial involve known and unknown risks and Memorandum is for information purposes information included in this Explanatory uncertainties and other factors, many of only and is not a forecast of operating results Memorandum is based on financial statements which are beyond the control of the Issuer, of the Issuer or the Group to be expected in that have been prepared in accordance and may involve significant elements of future periods. with Australian equivalents to International subjective judgment and assumptions as to No person is authorised to provide any Financial Reporting Standards, which may future events which may or may not be information or to make any representations differ from generally accepted accounting correct. There can be no assurance that in connection with the Proposal, which is not principles in other jurisdictions. PLUS Holders actual outcomes will not differ materially from contained in this Explanatory Memorandum. outside Australia for tax purposes should these forward looking statements and PLUS Any information or representations not seek specific taxation advice in relation Holders are cautioned not to place undue contained in this Explanatory Memorandum to the Australian and overseas taxation reliance on such forward looking statements. may not be relied upon as having been implications of the Proposal. Currency and financial data authorised by the Issuer in connection with the Proposal. Except as required by law, ASIC and ASX Involvement Unless stated otherwise, all dollar values and only to the extent so required, neither A copy of this Explanatory Memorandum are in Australian dollars ($A) and financial the Issuer nor any of its directors, officers, (including the Independent Expert’s Report) data is presented as at the date stated.
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