GPT GROUP — AGM Information 2011

Mar 24, 2011

GPT

NOTICE OF MEETING and EXPLANATORY MEMORANDUM

we create and sustain environments that enrich people’s lives.

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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 Securityholders 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: Wednesday, 11 May 2011

Place: Heritage Ballroom, Westin Hotel, No. 1 Martin Place, Sydney, New South Wales

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 2010 together with the Auditor’s Report.

Item 2 Resolutions

Resolution 1 Election of Mr Gene Tilbrook as a Director

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

“That Mr Gene Tilbrook, having been appointed as a Director of the Company since the last general meeting and who ceases to hold office in accordance with rule 48(d) of the Company’s Constitution and being eligible, is elected as a Director of the Company”.

Resolution 2 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 2010 be adopted”. Votes on this resolution are advisory only and do not bind the Directors, the Company or the Responsible Entity.

Special Business

Resolution 3 Directors’ Remuneration

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

“That effective from the close of the Meeting, the total amount that may be paid in aggregate in any one year by the Company to the Non-Executive Directors as remuneration for services be increased by $150,000 from $1,500,000 to $1,650,000.”

Resolution 4 Grant of performance rights to the Company’s Chief Executive Officer and Managing Director, Michael Cameron

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

“That approval is given for the Company to grant to the Company’s Chief Executive Officer and Managing Director, Mr Michael Cameron, Performance Rights under the GPT Group Stapled Security Rights Plan on the terms set out in the Explanatory Memorandum to this Notice of Meeting”.

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Notice of Meeting

Voting Exclusion

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

• in respect of resolution 3, any votes cast by a Director of the Company or the Responsible Entity of the Trust, and any associate of that Director; and

• in respect of resolution 4, 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.

However, the Company or the Responsible Entity 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

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James Coyne Company Secretary March 2011

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GPT
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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 7:00pm (Sydney time) on Monday 9 May 2011.

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. On a poll, you need not exercise all of your votes in the same way, nor need you cast all of your votes.

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 Tuesday 10 May 2011.

Jointly held Stapled Securities

If your Stapled Securities are jointly held, only one of the joint holders is entitled to vote. If more than one Securityholder votes in respect of jointly held Stapled Securities, only the vote of the Securityholder whose name appears first in the register will be counted.

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 registered office by 2:00pm (Sydney time) on Monday 9 May 2011, unless it has been previously provided to the Company.

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 8280 7176 (if outside Australia) prior to 3 May 2011.

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 2:00pm (Sydney time) on Monday 9 May 2011. Alternatively, the representative must bring to the Meeting evidence of his or her appointment, including any authority under which it was signed.

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Notes Relating to Voting

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 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.

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 registered office by 2:00pm (Sydney time) on Monday 9 May 2011. Alternatively, the representative must bring to the Meeting evidence of his or her appointment, including any authority under which it was signed.

Proxy Forms should be completed and returned by no later than 2:00pm (Sydney time) on Monday 9 May 2011.

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.

You can also lodge your Proxy Form online at www.linkmarketservices.com.au.

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.

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.

Where the Chairman holds proxies without voting instructions and the Securityholder has consented to the Chairman voting as he sees fit, 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 8280 7176 (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 25 March 2011 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, Auditor’s Report and Financial Statements

The Directors’ Report, Auditor’s Report and Financial Statements for the year ended 31 December 2010 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, Auditor’s Report and Financial Statements are included in GPT’s Annual Financial Report. A copy of GPT’s Annual Financial Report for the year ended 31 December 2010 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, an opportunity will be given to Securityholders to ask questions about or make comments on the Directors’ Report, Auditor’s Report and Financial Statements.

GPT’s external auditor, PricewaterhouseCoopers (the Auditor ), will be present at the Meeting and will be 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 Wednesday 4 May 2011.

Item 2 – Resolutions

Resolution 1 – Election of Mr Gene Tilbrook as a Director

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 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 election of Directors of the Company is also a vote on them holding office as a Director of the Responsible Entity.

Mr Gene Tilbrook was appointed to the Board on 11 May 2010 and is Chair of the Nomination and Remuneration Committee. This is his first Annual General Meeting since being appointed to the Board and, being eligible, he offers himself for election.

Mr Tilbrook spent the majority of his executive career at Wesfarmers Limited, most recently as Finance Director and Director of Business Development. During his time at Wesfarmers, Mr Tilbrook was involved in many of the transactions that made Wesfarmers a successful diversified group; as well as corporate strategy, finance, investments and capital management. From 2001 to 2005 he was a director of Bunnings Property Management Limited, the responsible entity for the ASX listed Bunnings Warehouse Property Trust.

Mr Tilbrook’s current directorships include Transpacific Industries Group Ltd (since September 2009), Fletcher Building Ltd (since September 2009), NBN Co Limited (since 2009) and QR National Limited (since 2010). Mr. Tilbrook is a councillor of the Australian Institute of Company Directors (WA Division) and also a member of the boards of the UWA Perth International Arts Festival and Curtin University. Mr Tilbrook has also held directorship roles in the private equity, infrastructure and rail sectors.

Mr Tilbrook holds tertiary qualifications in science, computing science and business administration (MBA) and has completed the Advanced Management Program at the Harvard Business School. He is a Fellow of the Australian Institute of Company Directors.

Mr Tilbrook was appointed following the completion of the selection process outlined in GPT’s policy for the selection and appointment of Directors. The Nomination and Remuneration Committee recommended Mr Tilbrook’s appointment after assessing the mix of skills, experience and expertise required on the Board and future succession planning needs, and having regard to Mr Tilbrook’s particular qualifications and background, as set out above.

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

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Explanatory Memorandum

Resolution 2 – 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 2010 to Securityholders for consideration and adoption by a non–binding vote.

The Remuneration Report can be found in Section 3 of GPT’s Annual Financial 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.

Other Business

Resolution 3 – Directors’ Remuneration

The aggregate Board and Committee fees currently paid to Non-Executive Directors is approaching the maximum amount that was approved by Securityholders at the 2007 Annual General Meeting.

Details of the total remuneration of Non-Executive Directors for the period to 31 December 2010 are set out in Section 3.4 of the Annual Financial Report. As noted in that report, Board and Committee fees have been frozen since 2008.

As required under the Constitution of the Company and the Listing Rules, this resolution seeks to increase the pool that may be available to Directors by $150,000, to an aggregate amount of $1,650,000 per annum (inclusive of superannuation).

Increasing the maximum will give GPT flexibility for succession and Board renewal purposes. It will also provide scope for reasonable adjustments to Board and Committee fees in future years.

The Board does not intend to increase Board or Committee fees in 2011.

Other information

A Director of the Company or the Responsible Entity of the Trust and any of their associates, is excluded from voting on this Resolution 3. The voting exclusion statement is contained in the Notice of Meeting.

Resolution 4 – Grant of Performance Rights to Michael Cameron

In accordance with ASX Listing Rule 10.14, the Company is seeking the approval of Securityholders for the proposed grant of performance rights ( Rights ) in relation to the 2011 year to the Chief Executive Officer and Managing Director, Mr Michael Cameron, on the terms set out below.

Terms and conditions

If Securityholder approval is obtained, the Rights will be granted:

• As part of Mr Cameron’s long-term incentive remuneration.

• Under the terms of GPT’s Long Term Incentive Plan that was approved by Securityholders in 2010.

• At no cost to Mr Cameron, and no amount is payable on vesting of the Rights if performance conditions are met.

• Each Right entitles Mr Cameron to one fully paid Stapled Security in GPT that will rank equally with those traded on the ASX at the time of issue. Rights do not carry any dividend or voting rights until they vest.

The number of Rights to be granted to Mr Cameron will be $2,025,000, divided by GPT’s quarter 4, 2010 volume weighted average price ( VWAP ) of $2.8383, giving 713,455 Rights.

If approval is received, it is the intention of the Board that the Rights will be granted to Mr Cameron as soon as is practicable following the Meeting (but in any event, will not be more than 12 months after the date of this meeting).

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Explanatory Memorandum

Performance measures

The Board has determined that the Rights to be granted to Mr Cameron (if approval is received) will be subject to three performance conditions, outlined below. These performance conditions:

• Remain unchanged from the measures approved by Securityholders for Rights granted to Mr Cameron in 2010.

• Will be assessed over a three-year performance period starting on 1 January 2011 and ending on 31 December 2013.

Each performance measure will be tested against one third of the Rights to be granted to Mr Cameron under this Resolution.

• Earnings Per Security ( EPS ) – This performance measure sets an EPS growth range (EPS excluding fair value adjustments) for each financial year in the 3 year performance period ( Performance Period ) calculated by reference to the Consumer Price Index ( CPI ).

• A required range of EPS growth will be determined by the Board at the commencement of each financial year and will reflect the Board’s performance expectations for that year. For 2011, the EPS growth range is between CPI and CPI + 1%.

Vesting at the end of the 3-year performance period will be determined by reference to aggregate EPS performance over that period against the cumulative EPS growth ranges set by the Board. No vesting will occur where EPS growth over the 3-year period is lower than the starting point of the cumulative required range. For EPS growth at the lower end of the required range, 50% vesting will occur and where EPS growth meets or exceeds the higher end of the required range, 100% of the award will vest. Between the lower and higher ends of the required range of EPS growth, vesting will occur on a sliding scale calculated on a straight-line basis.

The Board will retain discretion to include or exclude other items in determining EPS performance where the Board considers it appropriate to do so in all the circumstances. Any exercise of discretion will be disclosed and explained in the remuneration report in respect of that year.

• Total Return over the Performance Period having regard to GPT’s Weighted Average Cost of Capital ( WACC ) – Total Return is defined as the sum of the change in Net Tangible Assets excluding movements in GPT’s equity base arising from capital raisings or capital returns ( NTA ), plus distributions over the Performance Period, divided by the NTA at the beginning of the Performance Period.

• For the 2011 grant, the Total Return Range is between 8% and 9%. Vesting will be determined on a sliding scale, with 0% vesting at 8% Total Return and 100% vesting at 9% Total Return. Between these points, the level of vesting will be calculated on a straight-line basis.

• Total Shareholder Return ( TSR ) - This measure compares GPT’s TSR performance with the TSR performance of the individual entities that comprise the top 80% (as measured by market capitalisation at the outset of the Performance Period) of the constituents of the ASX 200 A-REIT Index over the Performance Period. Each constituent is weighted equally for the purposes of determining relative performance. For the 2011 grant, the constituents are:

• CFS Retail Property Trust

• Dexus Property Group

• Goodman Group

• Mirvac Group

• Stockland Group

• Westfield Group

• Westfield Retail Trust.

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.

Vesting will occur as follows:

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

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Explanatory Memorandum

Taken together, these performance measures create a long-term incentive scheme that is aligned to GPT’s strategy to deliver sustained, superior returns in the following manner:

• The EPS growth measure assesses the success of the business in generating continued growth in earnings. It also allows the Board to take into account prevailing market conditions and outlook when setting the growth range each year, consistent with GPT’s approach to managing risk.

• The Total Return by reference to GPT’s WACC measure assesses total returns from real estate over the long term by reference to GPT’s cost of capital. It will focus on ensuring that GPT’s portfolio is adding value from both an investment and an income perspective.

• TSR performance measures GPT’s ability to deliver superior shareholder returns relative to its peers and competitors in the A-REIT sector.

There will be no re-testing of performance at the end of the performance period for any grants made under this resolution. If performance conditions are not met, the Rights will lapse.

Treatment of Rights on cessation of employment

Unvested Rights will lapse if Mr Cameron is terminated for cause. If Mr Cameron’s employment is terminated for any other reason, unvested Rights will continue beyond cessation of employment and will vest or lapse depending on whether the performance conditions are achieved, subject to the Board’s discretion to determine otherwise.

Change of control

If a change of control of GPT occurs, for example a takeover or scheme of arrangement, the Board may determine that some or all Rights granted to Mr Cameron will vest, having regard to relevant individual and company performance indicators.

Other information

In relation to the Plan:

• Mr Cameron is the only Director entitled to participate in the Plan.

• There is no loan scheme in relation to the Rights.

• 657 440* Rights have been issued to Mr Cameron since the last approval. Of these, 590,068 were issued at $2.7727 and 67,372 at $2.7819.

Further details of Rights awarded to Mr Cameron are provided in the Remuneration Report for the financial year ended 31 December 2010.

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 this Resolution. The voting exclusion statement is contained in the Notice of Meeting.

The Directors (other than Mr Cameron) unanimously recommend that Securityholders vote in favour of Resolution 4.

• Post consolidation of Stapled Securities that took place in 2010.

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Questions for the External Auditor

PricewaterhouseCoopers

Please use this form to submit any questions concerning the Auditor’s Report in the GPT Annual Financial Report or the conduct of the audit 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 Wednesday 4 May 2011.

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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GPT
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