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Chairmans Letter

Monday, 19 November 2012

Dear Unitholder

GOODMAN PROPERTY TRUST (“GMT” or “Trust”)

On 13 November 2012, a proposal was announced that GMT is to acquire the remaining interests in the joint venture entities that own Highbrook Business Park for a total investment of $186.6 million. If the Acquisitions proceed, GMT will have 100% ownership of the award winning estate and the high quality industrial and business space assets it comprises.

It  is  a  strategic  opportunity  that  enhances  the  Trust’s  exisiting  portfolio  while  also providing   future   growth   potential   through   a   greater   development   capacity.   The Independent Directors unaminously support the Acquisitions, and the many benefits they provide are outlined in the accompanying Notice of Meeting and Explanatory Memorandum.

Goodman Group and Fisher are GMT’s investment partners in the joint venture entities that own Highbrook Business Park. To fund the purchase of their respective interests, the Trust has undertaken an Institutional Placement raising $60 million and will issue $130.7 million of GMT Units via a direct allotment to Goodman Group and Fisher as part consideration.

The Trust has also announced its intention to offer a Unit Purchase Plan as part of its equity  raising  initiatives.  The  offer  to  eligible  New  Zealand  resident  Unitholders  is expected to open on 30 November 2012 and close on 31 December 2012.

Unitholder approval of the Acquisitions is required due to the relationship between the joint venture partners and the issue of Units as part consideration. An extraordinary meeting of Unitholders is to be held in Auckland on 7 December 2012 to vote on the Acquisitions. A formal poll will be taken on the resolution.

The Independent Directors recommend that you vote in favour of the resolution and the Independent Appraiser Deloitte, has concluded that the terms and conditions of the Transaction, are fair to Non-associated Unitholders.

Unitholders  can  vote  either  in  person  at  the  meeting  or  by  appointing  a  proxy  by returning the accompanying Voting and Proxy Form.

We   encourage   you   to   read   the   enclosed   Notice   of   Meeting   and   Explanatory Memorandum and exercise your right to vote on the Resolution. Should you have any questions,  please call our information  line on 0800 359 999 (within New Zealand) or +64 9 488 8777 (from outside New Zealand).

Yours faithfully
 

Keith Smith
Chairman