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GPT GROUP AGM Information 2008

Apr 30, 2008

65009_rns_2008-04-30_25afa553-ec19-4548-a712-fac665b2544e.pdf

AGM Information

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MEETING OF GPT SECURITYHOLDERS on 1 May 2008 at 2:00pm

Chairman’s Address:

We have a number of formal items of business before us today. Before moving to these matters I will say a few words we will then show you a short video focussing on the highlights from 2007. I will ask Nic Lyons, GPT’s Chief Executive Officer, to speak to you.

Since you voted for GPT’s Independence in 2005 transformational business building within the Group has been taking place in Australia, in Europe and in the USA. The pace has been hectic. Last year was no exception and Nic will report on that.

Since late last year we have seen rapid and indeed dramatic changes to the environment in which we all operate. World financial and credit markets have been shaken in a manner not seen for many decades. While the systemic risks seem to have subsided the fallout on equity markets will continue for some time yet. Clearly, GPT is not immune from this changed environment and neither is anybody else.

Those organisations that can face the new realities and can adapt their strategies to meet them, will thrive. GPT intends to be one of those and is adapting and changing rapidly as it has always done.

GPT’s great strengths are its size, its diversity, and the high quality of its assets and in particular, the core Australian investments that represent 80 per cent of total assets, of $14 billion. This year like last GPT will generate over $600 million in net operating cash flow which will be distributed to you our owners. In 2004 before GPT became independent the figure was $440 million. That translates to a 30 per cent uplift in distributions from 22 cents per security to 28.9 cents per security in three years. We have $2.8 billion in

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undrawn facilities with only $1.4 billion of re financing required over the next three years. Our on balance sheet gearing is a moderate 36 per cent and on a “look through” basis is 46 per cent. We have numerous options to generate capital if we choose.

These strengths exist because your Board believes that GPT has one of the most committed, competent and conscientious management teams anywhere. Excellence and ‘best of breed’ is fundamental to our people and our purpose wherever we operate. They are resilient, tough if they need to be and always creative and determined to act in the best interests of our owners. In a corporate sense GPT are highly seasoned campaigners, resolute and very determined in every respect to maintain the quality, momentum and the welfare of the business and its people. The same goes for the Board. Our job is to act in Securityholders interests at all times. We are constantly seeking to maximise returns over time and protect your interests.

Since our last meeting in May 2007 a great deal has been achieved, not only in consolidating our operations, our systems and building our management team, but also in delivering on GPT’s strategic and financial objectives as an independent Group with great collective depth of experience and a great culture.

Growth in distributions to security holders has been a hallmark of GPT’s performance since 2005. Seeking to maintain a high level of distributions while strengthening an already strong balance sheet and a managed acceleration of capital returns from our successful JV with Babcock and Brown will be hallmarks of the current year. Clearly the level of success will be influenced by what happens to the world economic order.

GPT is constantly evolving and always seeking new opportunities for our diversified high quality and very large businesses.

We have expanded our investment portfolio in the US seniors housing market with our excellent partners at Benchmark. We have extended our

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funds management platform to the UK and Europe via the excellent teams at Halverton and Hamburg Trust. A key enabler for this has been the Babcock and Brown Joint Venture. We have also grown our domestic business – growing our assets under management and expanding our development opportunities to secure future growth, in a risk-managed fashion. We continue to drive performance from our large, high quality Australian portfolio. The opening of the half a billion Rouse Hill Town Centre development a month ago ushered in what will be an outstanding world class development. I strongly encourage you to make the trip up the Windsor Rd to see first hand what has been so splendidly achieved.

As I have said, our management team both here and increasingly so in other countries are our greatest strength, and each and every member works very hard and often way beyond the call of duty in creating growth and opportunity for GPT.

In 2007 we made significant progress in achieving our long term Corporate Governance objectives. Our approach to corporate responsibility and sustainability is of fundamental importance across everything we do. We are committed to operating in a manner that enhances economic, societal and environmental values.

We will now show you a short video focussing on some of the highlights over the year and Nic will then give to you a detailed update on our activities over 2007, and our outlook. This will be followed by a chance to ask any general questions you may have.

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CEO’s Address:

Firstly let me add my welcome to Peter’s and thank you all for being here today.

I hope the video has given you a good overview of our activities over 2007 – and the position the business is in today.

The heart of GPT remains the Group’s portfolio of extremely high quality assets in Australia, supplemented by emerging offshore funds and investments.

Many of you will recall that when investors voted to change GPT’s structure in June 2005 there was a clear objective – to transform GPT from a business in which management fees were paid to external advisers, to an internally managed group with a broader range of opportunities and higher growth profile.

This change saw GPT increase distributions in 2006 by 16.5% against what distributions would have been had we not internalised management and also delivered growth from a more diverse business.

Importantly, we wanted to do this while maintaining a prudent level of risk and a stable base of earnings for investors.

It is great to be reporting that we have, since internalisation delivered significant distribution increases – 10.9% in 2005, 12.7% in 2006 and 5.1% in 2007.

The result for 2007 was particularly pleasing given it was delivered in a more challenging environment and was at the upper end of our target of 4-5% growth for that year.

Distribution and earnings per security growth were above both initial targets and our peer group – the real estate investment trust sector.

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But we are not operating in isolation and despite this income growth GPT’s price, like that of the Index, has fallen over the course of the last 12 months. This follows very strong returns in 2006, when GPT delivered a total return of over 45% for the year.

The fall in price over the course of 2007, we believe, reflects a range of factors, which unfolded in the second half of last year, including:

  • Changes in global debt markets which impacted real estate investment trusts, largely due to higher levels of debt and the risks around continuing to access funding from traditional sources;

  • Increasing business complexity; and

  • Concerns about the outlook for real estate in various markets.

In addition, GPT’s market pricing has recently been impacted by negative sentiment towards the joint venture with Babcock & Brown, given the more capital constrained global environment. The JV has done its job; it has accelerated distributions to investors, and enabled us to establish platforms offshore. Up to the middle of last year the Joint Venture was valued highly by the market.

But, we must, as always seek to adapt to the environment in which we are operating. Our intention to accelerate the return of GPT’s capital in the Joint Venture over a sensible time frame is part of that process.

The changes represented by the global credit environment, and the significant turnaround in the market’s views are significant for GPT and the sector generally. The sector has undergone significant change in recent years – moving away from a focus on core real estate to meet investors demands for higher growth – and GPT benefitted from that. However now the market has changed - we are not alone in having to respond to a vastly different macro environment and we expect the sector, like GPT to respond and continue to evolve to meet investors’ needs – something it has done successfully over many decades.

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You may have seen recent press speculation that GPT may be a takeover target. It is one of the unfortunate consequences of being a publicly listed entity, particularly in volatile times.

GPT investors own a business which includes very high quality assets which are irreplaceable – and as you can see this business is trading well below net tangible asset value. In these circumstances it is not unreasonable to experience this type of speculation. This is beyond our control but is not surprising.

What is within our control is continuing to maximise returns for investors from all elements of the business; your high quality asset platform, funds management business, and capital management. GPT’s strategy is now firmly established through the Group’s operations in 3 key areas.

Ownership, through GPT’s high quality investment portfolio and coinvestment in the Group’s managed funds.

Real estate management, through the Australian and European funds management operations and asset management activities in all areas of the business; and

Development within Australia, where we are able to leverage our skills to create product for our funds, enhance returns and diversify exposure to higher growth activities.

Importantly, the focus of our development activities is on the creation of assets for GPT and its funds.

We do not rely on speculative development with the aim of future sale to (unidentified) third parties.

We do not carry a substantial development land bank with significant holding costs.

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This model allows us to exploit synergies, and to leverage capital, product and expertise across the business.

This slide demonstrates the diversity of investments and income that GPT’s model provides through extensive operations in the stable Australian market and initial positions in the US and Europe.

I’d now like to give you a little more detail on 2007 – an important period and one in which a more challenging market environment emerged.

Your core portfolio of high quality Australian assets continued to deliver strong results.

We expanded the funds management business in Australia and acquired a new funds management platform in Europe.

The development pipeline was extended and the Group’s first development profits were delivered.

Despite an increasingly challenging environment, the Group’s Joint Venture with Babcock & Brown exceeded its return on equity targets for 2007.

Reflecting the changes we have made to GPT’s business model, the underlying performance of the business was strong, with 7% earnings per security growth in 2007.

In the current environment and in line with a new earnings mix, we have elected to retain $8.1 million in earnings while still delivering our targeted distribution growth of 5%.

In light of continued global market volatility, our expectations for distributions of 28.9 cents per security in 2008 remain unchanged.

As you can see in this chart, GPT’s 2007 distribution of 28.9 cents per security built on substantial increases in 2005 and 2006, and was ahead of the growth achieved in previous years under the Group’s old business model and our initial target of 4-5% growth.

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Credit markets are incredibly tough – not just for GPT but for all businesses.

During the year we undertook a number of initiatives which contributed to the maintenance of gearing within the policy range and significantly broadened GPT’s access to capital.

We successfully put in place a $3.3 billion syndicated facility in October on terms which we believe would not be available today. Other capital management initiatives included:

  • The introduction of a distribution reinvestment plan; and

  • The sale of assets to GPT’s wholesale funds which released capital and improved balance sheet capacity.

We remain well placed to finance the business in the near term with undrawn facilities available.

We remain focussed on maintaining gearing within the prudent policy ranges we have set and are implementing active strategies to reduce overall exposure to debt across the business, including developing assets for sale to GPT’s funds, returning capital from the Joint Venture with Babcock & Brown and raising further equity through the distribution reinvestment plan.

Your high quality investment portfolio remains GPT’s largest investment and is heavily weighted to Australia. Over the course of 2007 we actively managed and expanded GPT’s exposure to the Australian market through both development and acquisition.

Retail remains GPT’s largest portfolio. We increased the number of assets you have exposure to over the year, with the completion of Rouse Hill Town Centre, which GPT owns, and the acquisition of Norton Plaza by the Wholesale Shopping Centre Fund.

We saw strong sales growth, despite two interest rate increases and we’re reasonably positive about continued sales growth this year.

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GPT’s high quality office Portfolio performed very well in 2007 with comparable income up by over 6%.

Leasing efforts increased committed space to almost 99%, and the

conditions for rental growth in each of the markets in which we are invested is very positive.

Over the course of 2007 we increased the Industrial/Business Park Portfolio from $660 million to $738 million.

Developments at Austrak Business Park in Somerton, Melbourne and Sydney Olympic Park were completed during the year.

Comparable income was up 3.7% and the assets remain well leased.

The portfolio is in good shape to continue to deliver strong growth this year and will benefit from continued growth through a number of large scale development opportunities in well located sites.

The Hotel/Tourism portfolio contains high quality, iconic assets. Comparable income was down marginally in 2007, due to softer inbound visitation over the course of the year and, in particular, a decline in the Japanese market.

We entered the US Seniors Housing sector at the end of 2006, seeing the sector as attractive because it has excellent fundamentals and will grow in many developed countries due to the changing demographics of an aging population.

In 2007, we grew this portfolio to 34 communities and delivered a yield of 6.8% from the initial assets. Once again we have focussed on establishing a high quality exposure to this asset class, in supply-constrained markets.

The Joint Venture with Babcock and Brown has been in operation for 2 ½ years and in that time:

  • it has delivered on its EM forecasts; and

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  • exceeded its targets for 2007.

In addition, it has allowed GPT to secure its own operating platform in Europe.

The JV is now fully invested and owns $7.1 billion in assets. Over half of these assets are located in Germany, a market which has thus far displayed resilience in pricing for real estate.

As discussed, we are now seeking to accelerate the return of capital from the JV as we evolve the business to meet dramatically different market conditions.

Through the funds management platform we have the ability to:

  • broaden GPT’s income streams;

  • continue to maintain exposure to quality real estate which would be difficult to acquire on current terms in GPT’s own right; and

  • more effectively manage the Group’s balance sheet and source cost effective capital throughout market cycles.

This business makes great sense for GPT as it leverages our skill base and delivers a higher return on capital invested in quality assets.

In less than 18 months we have grown assets under management to over $8.5 billion, and we have built a significant platform in both Australia and Europe, with strong local teams who have excellent relationships and good access to real estate product.

Both the Office and Shopping Centre Funds raised significant capital from wholesale investors and are performing well, delivering outperformance in 2007.

We retain an interest in both funds, which is currently at 40%.

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We expanded the platform to Europe in July 2007 with the acquisition of GPT Halverton and an interest in Hamburg Trust.

GPT Halverton gives us access to a strong local platform with more than 170 people across 11 offices and this business, while a relatively modest investment for us, already has 6 funds established and will grow as future funds are launched.

While still relatively small we expect the contribution to grow as existing vehicles expand and future funds are launched.

You can see here our success in growing this business through our focus on long-term relationships with institutional investors globally.

The development business in an example of our success in leveraging and extending GPT’s current portfolios and operations.

The development pipeline across GPT owned assets and within the managed funds now stands at $4.6b across a diverse range of projects. For GPT development provides:

  • Growth in ownership of high quality assets;

  • a source of ongoing development profits;

  • The Ability to recycle capital into other opportunities;

  • Ongoing fee streams through management of assets and funds; and

  • participation in the returns from quality assets.

However, we recognise that development is at the higher risk end of the property spectrum, and thus we have adopted a carefully targetted strategy. GPT’s development activity is primarily designed to deliver high quality product at attractive prices for long term ownership by GPT and its managed funds.

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In retail we completed a major greenfield development, Rouse Hill Town Centre, in March 2008. We expect to achieve a 7% yield on this $470 million development which opened fully leased.

Rouse Hill Town Centre breaks new ground in the development of not just a retail environment but a genuine town centre.

As part of our focus on environmentally sustainable development we expect the centre to use 60% less water and 40% less energy than a traditional centre of the same size.

Earlier this year we commenced the $450m expansion of Charlestown Square near Newcastle.

This shot shows the expansion plan which will add approximately 40,000sqm of space to the asset.

We’ll also take our sustainability focus to the next level, recycling water and generating electricity on site.

In office, the $110 million 818 Bourke Street development at Docklands in Melbourne was completed in November last year and we have now successfully leased all the office space. The development is expected to deliver a first year yield of 7.8%.

workplace[6] in Sydney is a terrific example of how GPT’s development model adds value.

Located in Pyrmont, it is the first building to be developed in NSW with a 6 star greenstar rating for design.

We leased all the office space to Google and Accenture well ahead of the building’s expected completion in November this year, enabling us to sell the asset to GWOF and recognise a profit of 21.4 million.

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We’ve created a high quality product for GWOF, crystallised a significant profit for GPT, and we retain an interest in the asset and achieve ongoing fees for management.

Our next major office development is One One One Eagle St, a 60,000sqm premium grade development in the heart of Brisbane’s prime office precinct. Its completion is set for the second half of 2011.

Finally, the industrial/business park portfolio has a strong pipeline for growth with 560,000 sqm of land available to develop across its existing assets.

This aerial shot shows the sites we’ve developed to date at Sydney Olympic Park on yields of around 8.5%.

Potential developments are indicated in orange.

Overall, we are pleased with the results delivered in 2007 and, as you can see, we have now established a robust business model around:

  • Ownership;

  • Management; and

  • Development of high quality Real Estate

However, we are clearly not satisfied with our current equity market pricing and will continue to strive to maximise returns for our investors in the year ahead.

Looking forward, we enter 2008 with a diverse investment base, and exposure to a range of markets and sectors.

Each area of the core business is positioned well to continue to access growth opportunities and GPT’s balance sheet remains solid with a good range of capital sources to fund future needs.

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In 2008, we will continue to evolve the business and adapt to the environment in which we operate, continually striving in this process to deliver value to you, our investors.

Ends

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Annual General Meeting 1 May 2008

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Donna Byrne Head of Investor Relations and Corporate Affairs

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Peter Joseph Chairman

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Nic Lyons Chief Executive Officer and Managing Director

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GPT Price versus Index

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GPT Price versus NTA

==> picture [510 x 312] intentionally omitted <==

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==> picture [5 x 5] intentionally omitted <==

Delivery of Strategy

==> picture [527 x 185] intentionally omitted <==

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==> picture [5 x 4] intentionally omitted <==

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Diversified Investments and Income

Total Income

Total Investment[*]

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*US Seniors Housing and Joint Venture equals contributed equity. Office and Retail include GPT’s equity interest in the GPT Wholesale Office and Shopping Centre Funds.

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2007 Highlights

� Solid financial results

  • Underlying earnings per security growth 7.0%

  • Distribution growth of 5.1% (28.9 cps)

� Delivery of strategy

  • Continued focus on driving performance from core portfolios

  • Launch of Wholesale Shopping Centre Fund

  • Establishment of European funds platform including launch of new funds

  • Development pipeline expanded

  • First realisation of development into managed funds

  • Delivery of Joint Venture target

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==> picture [5 x 5] intentionally omitted <==

Key Financial Results

==> picture [630 x 281] intentionally omitted <==

==> picture [56 x 33] intentionally omitted <==

==> picture [5 x 4] intentionally omitted <==

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Capital Management

  • $3.3 billion facility completed

  • Broad range of providers

  • 0.024% increase in margin

  • Distribution Reinvestment Plan

  • Underwriting in place (at GPT’s option)

  • Sale of assets

  • GPT Wholesale Shopping Centre Fund

  • – workplace[6*]

  • Available undrawn facilities

  • Limited short-term funding required

  • Well placed to reduce exposure to debt

*Sale to GWOF agreed in December 2007.

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Australian Retail

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Funds Management

  • Business successfully grown

    • $0 June 2006 – now over $8.5 billion
  • Significant platform in place

  • Resources in Australia and Europe

  • Good access to product

  • Established relationships with key investors

  • Broad base of capital partners

� Australian funds: $5.1 billion

  • Core Australian retail and office assets

  • Pan-European funds: $3.4 billion

  • GPT Halverton acquired July 2007

  • Over 170 people/11 offices

  • 6 funds established

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Funds Management

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Development

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Development (Australia)

  • Owned and managed pipeline $4.6 billion

  • $1.6 billion wholesale funds

  • Important value driver for the Group

  • First development profits delivered 2007 ($21.4 million)

GPT

  • Ongoing development profits

  • Capital recycling

  • Annuity fee streams

Wholesale Funds

  • Exclusive access to quality product

  • Strong returns

  • Quality management

  • Participation in asset returns – stake in funds

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Rouse Hill Town Centre

  • $470 million greenfield development

  • Target Year 1 yield 7%

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Rouse Hill Town Centre Stage 2

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Artist’s impression of
111 Eagle Street
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GPT sites – SOP – Green = Investment Orange = Development
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In Summary

  • Strong growth delivered in 2007

  • Earnings per security up 7.0%

  • Distributions per security up 5.1%

  • Business model established

  • Expansion and active management of investment portfolio

  • Continued growth in funds management

  • Development profits realised / pipeline expanded

  • Well positioned for current market

  • Local platforms established in major markets

  • Financial capacity secured

  • Market conditions expected to deliver opportunities

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