DEXUS — M&A Activity 2013

Nov 24, 2013

THE GPT GROUP ANNOUNCES

25 November 2013

Commonwealth Managed Investment Limited Terminates Process Agreement with DEXUS and CPPIB

The GPT Group (GPT) welcomes the announcement by the Board of Commonwealth Managed Investments Limited (CMIL), as responsible entity of Commonwealth Property Office Fund (CPA) regarding the termination of the Process Agreement with DEXUS and Canada Pension Plan Investment Board (CPPIB).

GPT announced its intention to make an offer to acquire 100 per cent of CPA by way of an off market takeover bid on 19 November 2013 (Offer).

GPT believes that merging the CPA and GPT platforms will create significant value for both groups of investors.

The acquisition of CPA is consistent with the Group’s strategy and represents a unique growth opportunity for GPT as it:

• drives GPT’s total return (forecast EPS accretion of at least 3.5%[1] , and uplift in the Group’s long term total return of 30-40bps)

• clearly positions GPT as the leading owner and manager of office assets in Australia

• increases GPT’s capital allocation to prime office assets at the right time in the cycle

• significantly expands GPT’s funds management platform, and

• deploys GPT’s considerable balance sheet capacity whilst maintaining its financial strength.

The Offer delivers compelling value for CPA unitholders. As well as providing a significant premium to NTA[2] , the Offer provides CPA unitholders with a substantial uplift in earnings and distributions, improved growth prospects, and an investment in Australia’s pre-eminent office landlord.

The Offer is subject to limited conditions including a minimum acceptance condition of 50.1 per cent. If GPT achieves the compulsory acquisition threshold for CPA, it has an agreement to sell $1.1 billion of assets to GPT Wholesale Office Fund (GWOF). However, the Offer is not conditional upon GPT selling assets to GWOF.

In circumstances where GPT does not achieve compulsory acquisition, but declares the Offer unconditional, it intends to appoint a GPT entity as the responsible entity of CPA. As the responsible entity, GPT will manage CPA having regard to the interests of all CPA unitholders and has no requirement to pursue any asset sales.

GPT looks forward to engaging with CMIL to progress the acquisition of CPA.

GPT remains on track to lodge its Bidder’s Statement with ASX and ASIC by 3 December 2013.

ENDS

1 2014 EPS on an annualised basis.

2 Based on GPT’s closing price as at 22 November 2013.

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For further information please contact:

Investors and Analysts

Mark Fookes

Chief Financial Officer 02 8239 3518 0412 279 833

Amanda Caucino Investor Relations Advisor 02 8239 3722 0428 043 053

Media

Brett Zarb

Group Media Manager 02 8239 3979 0417 256 563

Ross Thornton Domestique Consulting 0418 233 062

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