GPT GROUP — AGM Information 2009

Apr 23, 2009

NOTICE OF MEETING AND EXPLANATORY MEMORANDUM

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OWNERSHIP MANAGEMENT DEVELOPMENT

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NOTICE OF MEETING

Annual General Meeting of GPT Management Holdings Limited and Annual General Meeting of the General Property Trust (together, GPT)

Notice is given that a meeting of Shareholders of GPT Management Holdings Limited (ACN 113 510 188) (the Company ) will be held in conjunction with a meeting of Unitholders of General Property Trust (ARSN 090 110 357) (the Trust ) (together, the Meeting ) at:

Time: 2pm

Date: 25 May 2009 Place: The Sydney City Recital Hall, 2-12 Angel Place Sydney, NSW 2000

The Responsible Entity of the Trust is GPT RE Limited (ACN 107 426 504, ASFL 286511).

Business of the Meeting

Ordinary Business

Item 1 Directors’ Report and Financial Statements

To receive the Directors’ Report and financial statements for the year ended 31 December 2008 together with the Auditor’s Report.

Item 2 Resolutions

Resolution 1 Re-election of Mr Eric Goodwin as a Director

To consider and, if thought fit, pass the following ordinary resolution of the Company:

“ That Mr Eric Goodwin, who retires in accordance with rule 49 of the Company’s Constitution, being eligible, be re-elected as a Director of the Company”.

Resolution 2 Election of Mr Lim Swe Guan as a Director

To consider and, if thought fit, pass the following ordinary resolution of the Company:

“ That Mr Lim Swe Guan, who ceases to hold office in accordance with rule 48(d) of the Company’s Constitution, being eligible, be elected as a Director of the Company”. Resolution 3 Remuneration Report

To consider and, if thought fit, pass the following non-binding ordinary resolution of the Company:

“ That the Remuneration Report for the year ended 31 December 2008 be adopted”.

Votes on this resolution are advisory only and do not bind the Company.

Special Business

Resolution 4 Proportional Takeover Provisions

To consider and, if thought fit, pass the following resolutions as special resolutions of the Company and the Trust:

“ That the Constitutions of the Company and the Trust be amended by:

� in case of the Constitution of the Company – deleting rules 79 and 80 in their entirety and replacing them with new rules 79 and 80 in the form set out in the Explanatory Memorandum to this Notice of Meeting; and

� in the case of the Constitution of the Trust – inserting a new rule 12A in the form set out in the Explanatory Memorandum to this Notice of Meeting”.

Resolution 5 Illegible proxy forms

To consider and, if thought fit, pass the following resolution as a special resolution of the Company:

“ That the Constitution of the Company be amended by inserting a new rule 46(e) in the form set out in the Explanatory Memorandum to this Notice of Meeting”.

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Resolution 6 Issue of performance rights

To consider and, if thought fit, pass the following resolution as a special resolution of the Trust:

• “That the Constitution of the Trust be amended by inserting a new rule 5.13 in the form set out in the Explanatory Memorandum to this Notice of Meeting, and renumbering the clauses in the Constitution to conform with the clause numbering set out in the Explanatory Memorandum (including any consequential amendments to cross references to the clauses)”.

Resolution 7 Approval of the GPT Group Stapled Security Rights Plan

To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company and of the Trust:

• “ That the GPT Group Stapled Security Rights Plan (the Plan ), the terms and conditions of which are summarised in Schedule 1 of the Explanatory Memorandum to this Notice of Meeting, be approved and adopted by the Company and the issue of rights to acquire securities under the Plan (and the issue of the underlying securities that are the subject of those rights) be approved for all purposes including ASX Listing Rule 7.2, Exception 9(b)”.

Approval of Stapled Securities and Exchangeable Securities issued since the last Annual General Meeting of the Company and the Trust

To consider and, if thought fit, pass the following ordinary resolutions of the Company and the Trust:

Resolution 8.1 Stapled Securities issued to Reco 175LS Aust Pte Limited

• “ That approval is given, for the purposes of ASX Listing Rule 7.4 and for all other purposes, for the issue of 31,897,404 stapled securities, each comprising one share in GPT Management Holdings Limited and one unit in General Property Trust ( Stapled Security ), to Reco 175LS Aust Pte Limited, an affiliate of GIC Real Estate Pte Limited, at $0.60 per Stapled Security on the terms summarised in the Explanatory Memorandum to this Notice of Meeting”.

Resolution 8.2 Exchangeable Securities issued to Reco 175LS Aust Pte Limited

• “ That approval is given, for the purposes of ASX Listing Rule 7.4 and for all other purposes, for the issue by GPT RE Limited, as responsible entity of General Property Trust, of 2,500 exchangeable stapled securities to Reco 175LS Aust Pte Limited, an affiliate of GIC Real Estate Pte Limited, being perpetual, unsecured, subordinated securities which are exchangeable into Stapled Securities ( Exchangeable Securities ) at $100,000 per Exchangeable Security on the terms summarised in the Explanatory Memorandum to this Notice of Meeting”.

Voting Exclusion

In accordance with the ASX Listing Rules, the Company and the Trust will disregard:

• in respect of resolution 7, any votes cast by a director of the Company or the Responsible Entity of the Trust (except a director who is ineligible to participate in any employee loan or incentive scheme), and any associate of that director; and

• in respect of resolutions 8.1 and 8.2, any votes cast by a person who participated in the relevant issue, and any associate of that person.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Responsible Entity and its associates are not entitled to vote their interest on a resolution if they have an interest in the resolution or matter other than as a member.

By order of the Board

James Coyne

Company Secretary

24 April 2009

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Notes Relating To Voting

Explanatory Memorandum

The resolutions contained in this Notice of Meeting should be read in conjunction with the attached Explanatory Memorandum. The Explanatory Memorandum forms part of this Notice of Meeting.

Voting entitlement

The Directors have determined that for the purposes of determining voting entitlement at the Meeting, Stapled Securities will be taken to be held by persons who are registered as Securityholders at 7pm (Sydney time) on Friday 22 May 2009. Accordingly, security transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

How do you exercise your right to vote?

The vote on each resolution will be decided on a show of hands or a poll as determined by the Directors or the Chairman subject to any requirements of the Corporations Act and the Constitutions of the Company and the Trust.

In a resolution of the Company or Trust determined by a show of hands, each Securityholder present in person or by proxy has one vote. If your Stapled Securities are jointly held, only one of the joint holders is entitled to vote on a show of hands.

In a resolution of the Company determined by poll, each Securityholder present in person or by proxy has one vote for each fully paid ordinary Stapled Security held.

In a resolution of the Trust determined by poll, each Securityholder present in person or by proxy has one vote for every dollar of the total interest they have. The value of a Securityholder’s total interest in GPT will be calculated by reference to the last sale price of the Stapled Securities on the ASX on Friday 22 May 2009.

Individuals

Where a Securityholder appoints an attorney to act on his or her behalf at the Meeting, such appointment must be made by a duly executed power of attorney. The power of attorney must be received by the Company at its registry by 2pm (Sydney time) on Saturday 23 May 2009.

If you plan to attend the Meeting, we ask that you arrive 30 minutes prior to the time designated for the Meeting so that we may check the value of your Stapled Securities against the register of Securityholders and note your attendance.

For catering purposes, if you propose to attend the Meeting, please telephone the GPT Securityholder Service Centre on 1800 025 095 (if in Australia) or +61 2 8239 3555 (if outside Australia) prior to 18 May 2009.

Corporations

Where a corporation that is a Securityholder appoints a person to act as its representative, the appointment must comply with sections 250D (for the meeting of the Company) and 253B (for the meeting of the Trust) of the Corporations Act. The appointment must be received by the Company by 2pm (Sydney time) on Saturday 23 May 2009. Alternatively, the representative must bring to the Meeting evidence of his or her appointment, including any authority under which it was signed.

Voting by proxy

If you cannot or do not wish to attend the Meeting, you may appoint a proxy to attend and vote for you. The proxy does not need to be a Securityholder. If you appoint two or more proxies, you must specify the proportion or number of votes that each proxy is entitled to exercise. If you do not, each will be entitled to vote half your votes. Where more than one proxy is appointed, neither proxy is entitled to vote on a show of hands.

A Proxy Form must be signed by the Securityholder or their attorney or, in the case of a corporation, executed in accordance with section 127 of the Corporations Act or signed by an authorised officer or attorney. If the Proxy Form is signed by an attorney or by an authorised officer of a corporation, the power of attorney or other authority (or a notarially certified copy) must accompany the Proxy Form unless it has previously been provided to the Company. If the Proxy Form is sent by fax, any accompanying power of attorney or other authority must be certified.

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Where a Securityholder appoints a body corporate as proxy, that body corporate will need to ensure that:

• it appoints an individual as its corporate representative to exercise its powers at the Meeting, in accordance with section 250D (for the meeting of the Company) and 253B (for the meeting of the Trust) of the Corporations Act; and

• the instrument appointing the corporate representative is received by the Company at its registry by 2pm (Sydney time) on Saturday 23 May 2009. Alternatively, the representative must bring to the Meeting evidence of their appointment, including any authority under which it was signed.

Proxy Forms should be completed and returned by no later than 2pm (Sydney time) on Saturday 23 May 2009.

To ensure that all Securityholders can exercise their right to vote on the resolutions, a Proxy Form is enclosed together with a reply paid envelope. You can lodge the Proxy Form by sending it in the reply paid envelope or otherwise posting, delivering or faxing it to:

Link Market Services Limited

Level 12 680 George Street Sydney NSW 2000

Fax: +61 2 9287 0309.

If you wish to indicate how your proxy should vote, please mark the appropriate boxes on the Proxy Form. If in respect of any of the items of business you do not direct your proxy how to vote, you are directing your proxy to vote as they decide. If you mark the abstain box for a particular item you are directing your proxy not to vote on your behalf and your Stapled Securities will not be counted in computing the required majority on a poll. Please refer to the Proxy Form for further instructions on how to appoint a proxy.

The Chairman of the Meeting is deemed to be appointed where a signed proxy form is returned which does not contain the name of the proxy or where the person appointed on the form is absent.

For proxies without voting instructions that are exercisable by the Chairman, the Chairman intends to vote undirected proxies in favour of each resolution.

If you have any questions or would like a copy of the Company or Trust Constitutions, please contact the GPT Securityholder Service Centre on 1800 025 095 (if in Australia) or +61 2 8239 3555 (if outside Australia), between 8am and 5pm (Sydney time) Monday to Friday.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of the Notice of Meeting dated 24 April 2009 and contains information about the resolutions contained in the Notice of Meeting. You should read the Notice of Meeting and this Explanatory Memorandum carefully, and seek your own independent advice on any issues that you are not certain about.

Ordinary Business

Item 1 - Directors’ Report, Audit Report and Financial Statements

The Directors’ Report, Audit Report and Financial Statements for the year ended 31 December 2008 will be tabled at the joint Annual General Meetings (the Meeting ) of GPT Management Holdings Limited (the Company ) and General Property Trust (the Trust ) (together GPT ).

GPT’s Directors’ Report, Audit Report and Financial Statements are included in GPT’s Annual Report. A copy of GPT’s Annual Report for the year ended 31 December 2008 is available on GPT’s website (at www.gpt.com.au) or can be obtained by contacting Link Market Services Limited at the address included in the Notice of Meeting.

During this item of business, in accordance with the Corporations Act 2001 (Cth) (the Corporations Act ), an opportunity will be given to Securityholders to ask questions about or make comments about GPT.

GPT’s external auditor, PricewaterhouseCoopers (the Auditor ), will be present at the Meeting and will available to answer questions relevant to the conduct of the audit (including the independence of the Auditor), the preparation and content of the Auditor’s Report, and the accounting policies adopted by GPT in relation to the preparation of its financial statements.

Securityholders may also submit written questions relevant to these matters to the Auditor. A list of those relevant written questions will be made available to Securityholders who attend the Meeting. The Auditor will either answer the questions at the Meeting or table written answers to them at the Meeting. If written answers are tabled at the Meeting, they will be made available to Securityholders as soon as practicable after the Meeting.

Please send any written questions for the Auditor:

• to GPT’s registered office Level 52, 19 Martin Place, Sydney, NSW 2000, Attention Company Secretary;

• to Link Market Services Limited at the address included in the Notice of Meeting; or

• by facsimile to 02 9287 0309,

by no later than 5:00pm (Sydney time) on Monday 18 May 2009.

Item 2 - Resolutions

Election of Directors

In accordance with rule 49 of the Company’s Constitution, a Director (other than the Managing Director) must not hold office for longer than three years or past the third Annual General Meeting after their appointment, whichever is longer.

As a consequence of the arrangements put in place between the Company and the responsible entity of the Trust, GPT RE Limited ( Responsible Entity ), any vote on the re-election of Directors of the Company is also a vote on them holding office as a Director of the Responsible Entity.

In accordance with rule 49 of the Company’s Constitution, Mr Goodwin will retire at the Meeting and is seeking re-election to the Board (see Resolution 1 below). Mr Peter Joseph and Mr Malcolm Latham (whose terms also expire) will also both retire at the Meeting in accordance with rule 49 and are not seeking re-election.

In accordance with rule 48(d) of the Company’s Constitution, a Director appointed by the Board either to fill a casual vacancy or as an addition to the Board may hold office until the next annual general meeting of the Company and is then eligible for election at that meeting.

As advised in the Prospectus and Product Disclosure Statement dated 23 October 2008, the Board has invited a representative of GIC Real Estate Pte Limited to join the Board, subject to election by Securityholders at the next Annual General Meeting. GIC Real Estate Pte Limited has nominated Mr Lim Swe Guan as its representative and the Board has appointed Mr Lim as a Director.

As a consequence of the arrangements put in place between the Company and the Responsible Entity, any vote on the election of Directors of the Company is also a vote on them holding office as a Director of the Responsible Entity.

In accordance with rule 48(d) of the Company’s Constitution, Mr Lim is seeking election to the Board (see Resolution 2 below).

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Resolution 1 - Re-election of Mr Eric Goodwin as a Director

Mr Eric Goodwin is eligible to be re elected as a Director of the Company and offers himself for re election.

Mr Goodwin was appointed to the Board on 21 November 2004. Mr Goodwin is a Non-Executive Director of Eureka Funds Management Limited, Lend Lease Global Properties SICAF and AMPCI Macquarie Infrastructure Management No 2 Limited (responsible entity of Diversified Utility and Energy Trust No. 2). Mr Goodwin joined Lend Lease in 1963 as a cadet engineer and during his 42 year career with Lend Lease held a number of senior executive and subsidiary board positions in the Australian and US operations, as well as being an inaugural manager of the group’s Asian operations. Mr Goodwin has experience in design, construction and project management, general management and funds management (including fund management of the MLC Property Portfolio during the 1980s). He was also the founding Fund Manager of the Australian Prime Property Fund. Mr Goodwin is a member of the Audit and Risk Management Committee and the Corporate Responsibility Committee.

The Directors (other than Mr Goodwin) considered Mr Goodwin’s candidature for re-election in light of his performance on the Board. On the basis of that review, the Directors endorsed Mr Goodwin as a suitable candidate for re-election.

The Directors (other than Mr Goodwin) unanimously recommend that Securityholders vote in favour of the re-election of Mr Goodwin as a Director.

Resolution 2 - Election of Mr Lim Swe Guan as a Director

Mr Lim Swe Guan is eligible to be elected as a Director of the Company and offers himself for election.

After graduating with an honours degree in Estate Management in 1979, Mr Lim was employed as Lands Officer for the Urban Redevelopment Authority of Singapore.

He left URA in 1980 to work as a securities analyst, initially for Kim Eng Securities (1980 – 1982) and later for Alfa-Pacific Securities (1982 – 1983).

Mr Lim obtained an MBA from the Colgate Darden Graduate School of Business, The University of Virginia in 1985 and returned to Singapore where he worked as a property consultant with Knight Frank, Cheong Hock Chye & Bailieu. In June 1986, Mr Lim was recruited by Jones Lang Wootton in Sydney, Australia to the position of Senior Research Analyst. He was appointed Manager in October 1987 and Director in 1989. Mr Lim obtained the Chartered Financial Analyst (CFA) certification in 1991.

In November 1995, Mr Lim joined SUNCORP Investments in Brisbane, Australia as Portfolio Manager, Property Funds. Mr Lim returned to Singapore in December 1997 to assume the position of Regional Manager for the Government of Singapore Investment Corporation. He is currently a Managing Director of GIC Real Estate Pte Ltd. In that role he is Global Head of Listed and Unlisted Real Estate Companies and Trusts.

Mr Lim currently sits on the boards of Land & Houses in Thailand, Sunway City Berhad in Malaysia and Thakral Holdings Group in Australia.

The Directors (other than Mr Lim) unanimously recommend that Securityholders vote in favour of the election of Mr Lim as a Director.

Resolution 3 - Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Board is presenting GPT’s Remuneration Report for the year ended 31 December 2008 to Securityholders for consideration and adoption by a non-binding vote.

The Remuneration Report commences on page 59 of GPT’s Annual Report. In accordance with the Corporations Act, the Remuneration Report:

• describes the policies behind, and the structure of, the remuneration arrangements of GPT and the link between the remuneration of employees and GPT’s performance; and

• sets out the remuneration arrangements in place for each Director and those members of the senior management team with authority and responsibility for planning, directing and controlling the activities of GPT.

• An opportunity will be provided for discussion of the Remuneration Report at the Meeting.

The Securityholder vote on the Remuneration Report is advisory only and does not bind the Directors, the Company or the Responsible Entity. However, the Directors will take into account the discussion of this item and the outcome of the vote when considering the future remuneration arrangements of GPT.

The Directors unanimously recommend that Securityholders vote in favour of adopting the Remuneration Report.

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Other Business

Resolution 4 – Proportional Takeover Provisions

The Corporations Act permits a company to include in its constitution a provision which enables the company to refuse to register a transfer of shares under a proportional (or partial) takeover offer, unless a resolution is first passed by members approving the offer.

In the case of the Company, rules 79 and 80 of the constitution of the Company ( Company Constitution ) currently contain provisions dealing with proportional takeover bids for the Company’s shares in accordance with the Corporations Act. These rules have now lapsed and accordingly it is proposed to insert new rules 79 and 80 into the Company Constitution. If inserted, the proposed new rules 79 and 80 will operate on substantively the same basis as the previous rules 79 and 80 for a period of three years from the date of the Meeting.

In the case of the Trust, there is not currently any provision in the Constitution of the Trust ( Trust Constitution ) dealing with proportional takeover bids. Accordingly, it is also proposed to insert a new rule 12A into the Trust Constitution. The proposed new rule 12A is in substantially identical terms to the proposed new rules 79 and 80 in the Company Constitution and, if inserted, will also operate for a period of three years from the date of the Meeting.

The provisions in the proposed new rules 79 and 80 (in the case of the Company Constitution) and new rule 12A (in the case of the Trust Constitution) can be later removed or reinserted upon the expiry of the initial three year period by a special resolution passed by Securityholders.

The Corporations Act requires the following information to be provided to Securityholders when they are considering the inclusion of proportional takeover provisions in a constitution:

Reasons for having proportional takeover approval provisions

A proportional takeover bid includes the bidder offering to buy a proportion only of each Securityholder’s shares in the target company. This means that control of the company may pass without Securityholders having the chance to sell all their shares to the bidder. It also means the bidder may take control of the company without paying an adequate amount for gaining control.

In order to deal with this possibility, a company may provide in its constitution that:

• in the event of a proportional takeover bid being made for shares in the company, Securityholders are required to vote by ordinary resolution and collectively decide whether to accept or reject the offer; and

• the majority decision of the company’s Securityholders will be binding on all individual Securityholders.

The Directors consider that Securityholders should be able to vote on whether a proportional takeover bid ought to proceed given such a bid might otherwise allow control of the Company to change without Securityholders being given the opportunity to dispose of all of their securities for a satisfactory control premium. The Directors also believe that the right to vote on a proportional takeover bid may avoid Securityholders feeling pressure to accept the bid even if they do not want it to succeed.

Effect of the proportional takeover approval provisions

If a proportional takeover bid is made, the Directors must ensure that Securityholders vote on a resolution to approve the bid more than 14 days before the bid period closes.

The vote is decided on a simple majority. Each person who, as at the end of the day on which the first offer under the bid was made, held bid class securities is entitled to vote. However, the bidder and its associates are not allowed to vote.

If the resolution is not passed, transfers which would have resulted from the acceptance of a bid will not be registered and the bid will be taken to have been withdrawn. If the bid is approved (or taken to have been approved), the transfers must be registered if they comply with the Corporations Act and the Company Constitution and Trust Constitution.

The bid will be taken to have been approved if the resolution is not voted on. However, the Directors will breach the Corporations Act if they fail to ensure the requisite resolution is voted on.

The proportional takeover approval provisions do not apply to full takeover bids, and only apply for three years after the date they are adopted as part of the company’s constitution. As noted above, the provisions may be renewed or reinserted upon the expiry of the initial three year period, but only by a special resolution passed by Securityholders.

Potential advantages and disadvantages

While the insertion of new rules 79 and 80 (in the case of the Company Constitution) and new rule 12A (in the case of the Trust Constitution) will allow the Directors to ascertain Securityholders’ views on a proportional takeover bid, it does not otherwise offer any advantage or disadvantage to the Directors who remain free to make their own recommendation as to whether the bid should be accepted.

In addition to increasing the bargaining power of Securityholders and ensuring that any proportional bid is appropriately priced, another key advantage of the provisions in the proposed new rules 79 and 80 (in the case of the Company Constitution) and

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proposed new rule 12A (in the case of the Trust Constitution) is that they will ensure that all Securityholders have an opportunity to study a proportional bid proposal and vote on the bid at a general meeting. This is likely to ensure a potential bidder structures its offer in a way which is attractive to a majority of Securityholders. Similarly, knowing the view of the majority of Securityholders may help individual Securityholders assess the likely outcome of the proportional takeover when determining whether to accept or reject the offer.

However, it is also possible that the inclusion of such provisions in the constitutions of the Company and the Trust may discourage proportional takeover bids and may reduce any speculative element in the market price of the Stapled Securities arising from the possibility of a takeover offer being made. The inclusion of the provisions may also be considered to constitute an unwarranted additional restriction on the ability of Securityholders to freely deal with their shares.

The Board considers that the potential advantages for members of the proportional takeover approval provisions outweigh the potential disadvantages. As at the date on which this statement was prepared, no director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in GPT.

For terms of proposed rules 79 and 80 in the Company Constitution, see Schedule 1 to this Explanatory Memorandum.

For terms of proposed new rule 12A in the Trust Constitution, see Schedule 2 to this Explanatory Memorandum.

The Directors unanimously recommend that Securityholders vote in favour of Resolution 4.

Resolution 5 – Illegible proxy forms

Background

Resolution 5 seeks Securityholder approval pursuant to section 136(2) of the Corporations Act to amend the Company Constitution to include a new rule 46(e) to enable the Company to seek further clarification from Securityholders in situations where the Company receives an illegible form of appointment of proxy or attorney.

The Directors consider that the proposed rule 46(e) will benefit the Company and Securityholders by ensuring that Securityholders are able to fully participate in the decision-making process even if the Company receives an invalid appointment of proxy or attorney.

Terms of proposed rule 46(e)

The special resolution being put to Securityholders under section 136(2) of the Corporations Act is to amend the Company Constitution to insert the following new rule 46(e):

• “(e) The Company is entitled to clarify, whether by written or verbal communication, with a member any instruction on an appointment of proxy or attorney which is received by the Company by the date specified in the notice of meeting. The Company, at its discretion, is entitled to amend the contents of any appointment of proxy or attorney to reflect any clarification in instruction and the member at that time is taken to have appointed the Company as its attorney for this purpose.”

The Directors unanimously recommend that Securityholders vote in favour of Resolution 5.

Resolution 6 – Issue of performance rights - Amendment to Trust Constitution

Background

Resolution 6 seeks Unitholder approval for amendments to the Trust Constitution to facilitate the issue of Units as part of an employee performance rights plan, such as the proposed GPT Group Stapled Security Rights Plan referred to in the background to Resolution 7 below. The Trust Constitution does not currently allow for the issue of Units in the Trust at nil consideration, such as is contemplated under the employee rights plan discussed in Resolution 7. The proposed amendment to the Trust Constitution will allow for the issue of Units under the Constitution at nil consideration, either as standalone Units or as part of a stapled security, under an employee performance rights plan subject to certain performance conditions being met, so long as the employee performance rights plan has been approved by a majority of Unitholders.

Requirement for approval

Section 601GC(1)(a) of the Corporations Act provides that the Trust Constitution can be modified by special resolution of the Unitholders of the Trust.

Accordingly, Unitholders are being asked, pursuant to section 601GC(1)(a), to approve the amendments to the Trust’s Constitution as set out below, to provide for the issue of Units at nil consideration pursuant to an employee performance rights plan.

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Proposed amendment

It is proposed that the following clause be inserted as a new clause 5.13 in the Trust Constitution:

“5.13 Issue of Units – pursuant to employee performance rights plan

The Trustee may issue Units for no consideration pursuant to an employee performance rights plan, where the employee performance rights plan has been approved at a meeting of the Unitholders of the Trust and where:

(a) Units will not form part of Stapled Securities; or

• (b) Units will form part of Stapled Securities.”

It is also proposed that the current clause 5.13 in the Trust Constitution will be renumbered as clause “5.14” and that any consequential amendments to cross references to these clauses in the Trust Constitution will be made.

The Directors unanimously recommend that Unitholders vote in favour of Resolution 6.

Resolution 7 - Approval of the GPT Group Stapled Security Rights Plan

Background

Resolution 7 seeks Securityholder approval for a new employee incentive plan, being the GPT Group Stapled Security Rights Plan ( Plan ).

The Board wishes to introduce the Plan to replace GPT’s existing employee incentive scheme including its loan-based Long Term Incentive ( LTI ) Scheme. As noted in the Remuneration Report for the year ended 31 December 2008, the Board considers that a change in the LTI scheme is necessary to simplify GPT’s LTI arrangements now that stapled securities issued by GPT are eligible for the tax deferral and tax exemption concessions in the employee share plan income tax provisions and to bring GPT’s LTI arrangements in line with Australian market practice.

The Plan will be open to senior executives and other employees whom the Board determines to be eligible to participate.

The Plan will allow the grant of performance rights to participants. A performance right is a right to acquire a Stapled Security for nil consideration, subject to satisfaction of performance hurdle conditions.

It is proposed that grants of performance rights will be made annually following GPT’s Annual General Meeting. The Board will have discretion to make grants at other times, including on commencement of employment by a person deemed by the Board to be eligible to participate.

Rationale for adoption of Plan as GPT’s new employee incentive scheme

A performance rights scheme has been selected by the Board as GPT’s new employee incentive scheme because:

• it will allow appropriate levels of reward to be delivered to GPT management for achievement of superior performance;

• as a rights based plan, it will utilise fewer Stapled Securities, and will place less focus on potentially short-term security price movements, than schemes that deliver only growth in value such as option plans; and

• rights based plans are generally accepted in the market as an appropriate form of LTI amongst GPT’s peer set.

The grant of performance rights to, and the acquisition of Stapled Securities by, participants under the Plan will align the interests of GPT management and Securityholders and will assist GPT to attract and retain high calibre employees.

Plan Rules and Performance Measures

The Plan Rules set out the general terms of the Plan. A summary of the Plan Rules is set out in Schedule 3 to this Explanatory Memorandum. A grant of Stapled Securities under the Plan is subject to both the Plan Rules and the terms of the specific grant.

Whilst the Plan Rules provide the Board with flexibility in the design of offers, for initial grants under the Plan, the sole measure which will be used by the Board to determine performance for the LTI component of the Plan will be Total Shareholder Return ( TSR ). This measure compares the TSR performance of GPT with the TSR performance of constituents of the S&P ASX 200 A-REIT Index over the relevant period, being the three calendar years commencing on 1 January of the year of the grant.

TSR has been selected as the sole performance measure for the initial grant of rights for the LTI component of the Plan as, given the current market volatility affecting GPT and the A-REIT sector in general, the Board does not consider it appropriate to set a three year performance target based on internal financial measures such as earnings per security. The Board will consider introducing an additional performance measure for future grants of rights should prevailing market conditions support such a decision.

TSR measured against the constituents of the S&P ASX 200 A-REIT Index has been selected as the performance measure for the initial grants as:

• Relative TSR performance is generally accepted in the market as an appropriate measure to determine the performance vesting of executive long-term incentive grants. It is transparent and readily measurable.

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• The TSR performance condition is intended to provide an incentive for Senior Executives to deliver superior business performance relative to GPT’s peers and competitors in the A-REIT sector.

A summary of how TSR will be calculated by GPT is set out in schedule 4 to this Explanatory Memorandum.

Requirement for approval

ASX Listing Rule 7.1 restricts the Company and the Responsible Entity from issuing more than 15% of the issued capital of GPT in any 12 month period unless the issue is approved by Securityholders under ASX Listing Rule 7.4 or an exception applies to the issue under ASX Listing Rule 7.2.

ASX Listing Rule 7.2, Exception 9, provides that Securityholder approval is not required for an issue under an employee incentive scheme if, within three years before the date of issue, holders of ordinary securities have approved the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

Accordingly, Securityholders are being asked, pursuant to Listing Rule 7.2, Exception 9, to approve the issue of:

• rights to acquire Stapled Securities under the Plan; and

• the underlying Stapled Securities that are the subject of those rights.

In accordance with Listing Rule 7.2, Exception 9(b), a director of the Company or the Responsible Entity of the Trust (except a director who is ineligible to participate in any employee loan or incentive scheme) and any of their associates, is excluded from voting on Resolution 7. The voting exclusion statement is contained in the Notice of Meeting.

The Directors unanimously recommend that Securityholders vote in favour of Resolution 7.

Approval of GPT Stapled Securities and Exchangeable Securities issued since the last Annual General Meeting of the Company and the Trust

Requirement for approval

As noted above for Resolution 7, ASX Listing Rule 7.1 restricts the Company and the Responsible Entity from issuing more than 15% of the issued capital of GPT in any 12 month period unless the issue is approved by Securityholders under ASX Listing Rule 7.4 or an exemption applies to the issue under ASX Listing Rule 7.2. (None of the issues outlined in Resolutions 8.1, and 8.2 fall within an exception under ASX Listing Rule 7.2.)

ASX Listing Rule 7.4 allows the Company and the Responsible Entity to ratify an issue of securities for the purposes of the 15% rule above. If each Resolution is passed, the securities the subject of each of the relevant issues will not be counted towards the 15% limit, as Securityholders will have approved each of the issues.

The effect of these Resolutions is to refresh the capacity of the Company and the Responsible Entity to issue securities without the need to seek further shareholder approval. This affords the Company and the Responsible Entity greater flexibility when seeking to raise further capital.

Resolution 8.1 – GPT Stapled Securities issued to Reco 175LS Aust Pte Limited

Resolution 8.1 seeks Securityholder approval for GPT Stapled Securities issued to Reco 175LS Aust Pte Limited, an affiliate of GIC Real Estate Pte Limited.

In October and November 2008, the Company and the Responsible Entity issued a number of GPT Stapled Securities to investors pursuant to a pro-rata entitlement offer ( Offer ). The Offer was made pursuant to a Prospectus and Product Disclosure Statement dated 23 October 2008. Pursuant to the terms of the Offer, GPT issued a number of new GPT Stapled Securities by way of a top-up placement to Reco 175LS Aust Pte Limited, an affiliate of GIC Real Estate Pte Limited, as sub-underwriter of the Offer.

In accordance with Listing Rule 7.5, those persons who received securities as a result of the security issue set out in the table below, and their associates, are excluded from voting on the resolution to approve the issue under which they received securities. The voting exclusion statement is contained in the Notice of Meeting.

ASX Listing Rule 7.5 requires the Notice of Meeting at which Securityholders consider a resolution to approve security issues made by the Company and Responsible Entity, to include certain specified information regarding those security issues. This information is set out in the table on the next page.

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	Type of security	Number issued and allotted	Issue Price	Terms	Allottees	Intended use of funds
Resolution 8.1	Fully paid ordinary stapled securities	31,897,404	$0.60 per stapled security	Rank equally with existing stapled securities	Reco 175LS Australia Pte Limited (an affiliate of GIC Real Estate Pte Limited)	General working capital and reduction of debt

The Directors unanimously recommend that Securityholders vote in favour of Resolution 8.1.

Resolution 8.2 – Exchangeable Securities issued to Reco 175LS Aust Pte Limited

Resolution 8.2 seeks Securityholder approval for the Exchangeable Securities issued to Reco 175LS Aust Pte Limited, an affiliate of GIC Real Estate pursuant to the Offer.

The Exchangeable Securities were a new class of unquoted securities issued by the Responsible Entity. The key terms and conditions associated with the Exchangeable Securities were summarised in the Offer.

The issue of the Exchangeable Securities falls within the ambit of ASX Listing Rule 7.1 having regard to the time at which those securities were issued rather than at the time of conversion into Stapled Securities. If Securityholder approval is provided to the issue of the Exchangeable Securities, the issue of new Stapled Securities on conversion of the Exchangeable Securities will not be counted towards the calculation of the 15% limit under ASX Listing Rule 7.1 at that time.

In accordance with Listing Rule 7.5, those persons who received securities as a result of the issue of securities set out in the table below, and their associates, are excluded from voting on this resolution to approve the issue under which they received securities. The voting exclusion statement is contained in the Notice of Meeting.

In accordance with ASX Listing Rule 7.5, the table below sets out the additional details which are required to be disclosed to Securityholders when seeking subsequent approval for the issue of the Exchangeable Securities referred to in Resolution 8.2.

	Type of security	Number issued and allotted	Issue Price	Terms	Allottees	Intended use of funds
Resolution 8.2	Fully paid perpetual, unsecured, subordinated exchangeable securities	2,500	$100,000	Upon conversion, will rank equally with existing fully paid ordinary stapled securities from the date of allotment	Reco 175LS Australia Pte Limited (an affiliate of GIC Real Estate Pte Limited)	General working capital and reduction of debt

The Directors unanimously recommend that Securityholders vote in favour of Resolution 8.2.

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Schedule 1 – Terms of proposed rules 79 & 80 in the Company Constitution

In the case of the Company, the special resolution being put to Securityholders under sections 136(2) and 648G of the Corporations Act is to amend the Company Constitution by replacing existing rules 79 and 80 with the following new rules:

“79. Transfers not to be registered

• (a) For the purposes of rules 79 and 80:

Approving Resolution means, in relation to a Proportional Takeover Bid, a resolution to approve the Proportional Takeover Bid passed in accordance with rule 80;

Approving Resolution Deadline means, in relation to a Proportional Takeover Bid, the day that is 14 days before the last day of the bid period, during which the offers under the Proportional Takeover Bid remain open or at a later day allowed by the Australian Securities and Investments Commission;

Proportional Takeover Bid means a takeover bid that is made or purports to be made under section 618(1)(b) of the Corporations Act in respect of Securities included in a class of Securities in the Company; and

Relevant Class means, in relation to a Proportional Takeover Bid, the class of Securities in the Company in respect of which offers are made under the Proportional Takeover Bid.

• (b) A transfer giving effect to a contract resulting from the acceptance of an offer made under a Proportional Takeover Bid must not be registered unless an Approving Resolution to approve the Proportional Takeover Bid has been passed or is taken to have been passed in accordance with rule 80.

• (c) Rules 79 and 80 will cease to have effect at the end of three years beginning:

• (i) where it has not been renewed in accordance with the Corporations Act, on the date the rule was adopted by the Company; or

• (ii) where it has been renewed in accordance with the Corporations Act, on the date the rule was last renewed.

80. Approving Resolution

• (a) Where offers have been made under a Proportional Takeover Bid for Securities of the Company, the directors must, before the Approving Resolution Deadline:

• (i) convene a meeting of the persons entitled to vote on the Approving Resolution for the purpose of considering and, if thought fit, passing a resolution to approve the Proportional Takeover Bid; and

• (ii) ensure that the resolution is voted on in accordance with this rule 80.

• (b) The provisions of this constitution relating to general meetings apply, with such modification as the circumstances require, to a meeting that is convened under rule 80(a), as if that meeting were a general meeting of the Company.

• (c) The bidder under a Proportional Takeover Bid and any associates of the bidder are not entitled to vote on the Approving Resolution and if they do vote, their votes must not be counted.

• (d) Subject to rule 80(c), a person who, as at the end of the day on which the first offer under the Proportional Takeover Bid was made, held Securities of the relevant class, is entitled to vote on the Approving Resolution relating to the Proportional Takeover Bid.

• (e) An Approving Resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected.

• (f) If an Approving Resolution has not been voted on in accordance with this rule 80 as at the end of the day before the Approving Resolution Deadline, an Approving Resolution will be taken to have been passed in accordance with this rule 80 on the Approving Resolution Deadline.”

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Schedule 2 – Terms of proposed new rule 12A in the Trust Constitution

In the case of the Trust, the special resolution being put to Securityholders under sections 601GC(1)(a) and 648G of the Corporations Act is to amend the Trust Constitution by inserting the following new rule 12A:

“12A. Proportional Takeover Bids

12A.1 Transfers not to be registered

• (a) For the purposes of clause 12A:

Approving Resolution means, in relation to a Proportional Takeover Bid, a resolution to approve the Proportional Takeover Bid passed in accordance with clause 12A.2;

Approving Resolution Deadline means, in relation to a Proportional Takeover Bid, the day that is 14 days before the last day of the bid period, during which the offers under the Proportional Takeover Bid remain open or at a later day allowed by the Australian Securities and Investments Commission;

Proportional Takeover Bid means a takeover bid that is made or purports to be made under section 618(1)(b) of the Corporations Act in respect of Securities included in a class of Securities in the Trust; and

Relevant Class means, in relation to a Proportional Takeover Bid, the class of Securities in the Trust in respect of which offers are made under the Proportional Takeover Bid.

• (b) A transfer giving effect to a contract resulting from the acceptance of an offer made under a Proportional Takeover Bid must not be registered unless an Approving Resolution to approve the Proportional Takeover Bid has been passed or is taken to have been passed in accordance with clause 12A.2.

• (c) Clause 12A will cease to have effect at the end of three years beginning:

• (i) where it has not been renewed in accordance with the Corporations Act, on the date the clause was adopted by the Trust; or

• (ii) where it has been renewed in accordance with the Corporations Act, on the date the clause was last renewed.

12A.2 Approving Resolution

• (a) Where offers have been made under a Proportional Takeover Bid for Securities of the Trust, the directors must, before the Approving Resolution Deadline:

• (i) convene a meeting of the persons entitled to vote on the Approving Resolution for the purpose of considering and, if thought fit, passing a resolution to approve the Proportional Takeover Bid; and

• (ii) ensure that the resolution is voted on in accordance with this clause 12A.2.

• (b) The provisions of this constitution relating to meetings apply, with such modification as the circumstances require, to a meeting that is convened under clause 12A.2(a), as if that meeting were a meeting of the Trust.

• (c) The bidder under a Proportional Takeover Bid and any associates of the bidder are not entitled to vote on the Approving Resolution and if they do vote, their votes must not be counted.

• (d) Subject to clause 12A.2(c), a person who, as at the end of the day on which the first offer under the Proportional Takeover Bid was made, held Securities of the relevant class, is entitled to vote on the Approving Resolution relating to the Proportional Takeover Bid.

• (e) An Approving Resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected.

• (f) If an Approving Resolution has not been voted on in accordance with this clause 12A.2 as at the end of the day before the Approving Resolution Deadline, an Approving Resolution will be taken to have been passed in accordance with this clause 12A.2 on the Approving Resolution Deadline.”

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Schedule 3 – Summary of GPT Group Stapled Security Rights Plan Rules

A summary of the rules of the proposed Plan is set out below:

Eligibility	Employees of GPT determined as eligible by the Board in its absolute discretion.
Form of grant	The Board may grant performance rights to eligible participants under the Plan which are subject to terms and conditions determined by the Board. A performance right is a right to acquire a Stapled Security, subject to specified performance conditions. The Plan confers discretions on the Board to impose performance conditions on any grants under the Plan to reflect GPT’s business plans, targets and performance objectives.
Performance and other conditions	To be determined by the Board from time to time. For the initial grant of rights under the Plan, the sole performance measure is Total Shareholder Return (TSR). TSR is a measure of return on an investment in GPT’s Stapled Securities over the performance period as measured against a peer group of entities comprising the constituents of the S&P ASX 200 A-REIT Index as at the start of the performance period (excluding the GPT Group). Schedule 4 provides more details on the calculation of this performance measure.
Performance period	The period over which the Company’s performance will be assessed to determine the extent to which the performance rights will vest will be determined by the Board for each grant of rights. The performance period for the initialgrant of rights will be three calendar years.
Vesting	Upon the performance conditions being satisfied in respect of a performance right, the performance right immediately vests and the Company must procure the issue or transfer of a Stapled Security to the participant.
Timing and frequency of grants	It is expected that performance rights will be granted on an annual basis. The Board has a discretion to make grants at other times, including on commencement of employment by a person deemed by the Board to be eligible to participate.
Expiry of unvested rights	An unvested performance right will lapse on the earlier of: the expiry date applicable to that performance right; � a participant ceasing to be employed by the GPT Group (including where the participant’s employer � ceases to be a GPT Group entity or its business has been transferred to a non-GPT Group entity) unless the Board makes the determination that a performance right has vested or, subject to the terms of the performance right, will continue to be subject to all or some of the performance conditions.
Rights and restrictions	Performance rights will not attract dividends and voting rights until they vest and Stapled Securities 1. are allocated. Disposal conditions will apply to Stapled Securities acquired on the vesting of performance rights. The 2. Stapled Securities will be released from the disposal restrictions on the earliest to occur of: a date determined by the Board; � the participant ceasing to be employed by the GPT Group; � the Board in determining that special circumstances exist (such as a takeover bid, change of � control, compromise or winding up) which allow for the Stapled Securities to be released; or the 10th anniversary of the date on which the performance rights were originally granted. � Any Stapled Securities issued under the Plan will rank equally with those traded on the ASX at the 3. time of issue. A participant may not sell, assign, transfer or otherwise deal with or grant a security interest over 4. performance rights. Performance rights lapse immediately on any purported sale, assignment, transfer, dealing or grant of security interest unless the Board in its absolute discretion approves the dealing or transfer. A participant is prohibited from entering into any arrangement to hedge or otherwise affect the 5. economic exposure to their performance rights or to Stapled Securities acquired on vesting of those performance rights while the Stapled Securities are held in the Plan. The Board may impose restrictions on the disposal of Stapled Securities and implement procedures to enforce those restrictions (including a holding lock). Disposal of Stapled Securities once released from the Plan will be subject to GPT’s security trading 6. policy. In the event of any capital reorganisation by GPT the participant’s performance rights and the Stapled 7. Securities allocated to the participant on vesting of the performance rights will be adjusted, as set out in the Plan Rules. In general, it is intended that the participant will not receive any advantage or disadvantage from such an adjustment.

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Satisfaction of performance conditions	On satisfaction of the performance conditions, GPT may issue Stapled Securities directly to a participant, or alternatively, an employee trust may be established to assist with the operation of the Plan. The Plan provides for the acquisition by subscription or purchase of fully paid Stapled Securities by the trustee appointed by the Company. Stapled Securities may then be allocated or transferred by the trustee to a participant upon the relevant performance conditions being satisfied. Where specified in the terms of a grant of performance rights, in lieu of issuing Stapled Securities to a participant, or procuring that Stapled Securities are provided to the participant by the employee trust, on satisfaction of the performance conditions the Board may also determine (in its discretion) to make a cash payment equivalent to the market value of the Stapled Securities that the participant would otherwise have been entitled to acquire.
Cessation of employment	On a participant’s death, serious injury, disability or illness which prohibits continued employment, 1. involuntary early retirement, retrenchment, redundancy or cessation of employment in other circumstances determined by the Board, the participant’s unvested performance rights may vest or continue to be subject to all or some of the performance conditions both as determined by the Board in its discretion. In exercising its discretion the Board may take into account: the elapsed performance period as at the date of cessation; and � the extent to which the performance conditions have been satisfied as at the date of cessation. � Where a participant ceases employment in circumstances other than as described above, all unvested 2. performance rights will lapse as at the date the participant ceases to be employed by GPT or any of its subsidiaries (theGPT Group).
Takeover/ scheme of arrangement	In circumstances such as a takeover bid being made, change of control occurring or the Board determining that some other transaction has occurred or is likely to occur which involves a change of control, the Board may, in its discretion: Accelerate the vesting of all or part of any unvested performance rights. In exercising its discretion, 1. the Board may take into account: the elapsed performance period as at the date of the particular event; and � the extent to which the performance conditions have been satisfied as at the date of the particular � event. Determine that all or part of any unvested performance rights will lapse on a date determined by the 2. Board. Determine that all or part of any unvested performance rights or any Stapled Securities held by a 3. participant which are subject to disposal restrictions may be exchanged, and each participant be granted new rights and/or securities in replacement, as determined by the Board.
Administration of the Plan	The Board will administer the Plan in accordance with the Plan Rules (and any further rules made by the Board for the operation of the Plan which are consistent with the Plan Rules). The Board may from time to time suspend the operation of, or cancel, the Plan. The suspension or cancellation of the Plan will not prejudice the existingrights of participants.
Amendment to the Plan	The Board may amend the Plan Rules in its discretion.

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Schedule 4 – Calculation of TSR

TSR represents an investor’s return, calculated as the percentage difference between the initial amount invested in Stapled Securities and the final value of those Stapled Securities at the end of the relevant period, assuming distributions were reinvested, or such other method of calculation as determined by the Board.

TSR is measured over the performance period, being the period of three calendar years beginning the calendar year in which the Rights are granted ( Performance Period ). For initial grants of rights, the Performance Period will be the three calendar years ending 31 December 2011.

TSR is a measure of return on an investment in the GPT Stapled Securities over the Performance Period as measured against a peer group of entities comprising the constituents of the S&P ASX 200 A-REIT Index as at the start of the Performance Period (excluding the GPT Group) ( Index ). The Board may substitute other entities as the peer group if there is a material change in the constituents of the Index during the Performance Period.

Any effects from Stapled Security price volatility on a particular day at the beginning or end of the Performance Period are smoothed out by calculating the average Stapled Securities price over the 30 trading days preceding the start of the Performance Period and the 30 days preceding and including the measurement day. The measurement day is the last trading day of the Performance Period. The Board may at its sole discretion alter the Stapled Securities price averaging period used if unusual or irregular trading events unduly impact Stapled Securities prices.

Vesting will occur as follows:

	Relative Performance of GPT’s TSR against constituents of the Index over the Performance Period	Percent vesting of TSR hurdled Rights
	Below 51st percentile	No vesting
Threshold	51st percentile	50% vesting
Maximum	75th percentile	100% vesting
	Between 51st percentile, and 75th percentile	Pro-rata straight line vesting between 50% and 100%

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QUESTIONS FOR THE EXTERNAL AUDITOR PRICEWATERHOUSECOOPERS

Please use this form to submit any questions concerning the Audit Report in the GPT Annual Report that you would like the Auditor to answer at the Annual General Meeting and return in the reply paid envelope provided or fax it to 02 9287 0309. Please note that written questions for the Auditor must be received no later than 5:00pm (Sydney time) on Monday 18 May 2009 .

Written answers tabled at the Annual General Meeting will be made available to the website as soon as practicable after the Annual General Meeting.

Securityholder’s name _______________

Address _______________

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Security Reference Number (SRN) or Holder Identification Number (HIN) _________

Question(s) ___________________

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