GPT GROUP — AGM Information 2015

Mar 29, 2015

LODGE YOUR VOTE



==> picture [72 x 43] intentionally omitted <==

comprising GPT RE Limited ABN 27 107 426 504 AFSL 286511 as responsible entity of General Property Trust ARSN 090 110 357 and GPT Management Holdings Limited ABN 67 113 510 188

www.linkmarketservices.com.au

ONLINE

By mail:  The GPT Group  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



All enquiries to: Telephone: +61 1800 025 095 (free call within Australia)

X99999999999

X99999999999

PROXY FORM

I/We being a Securityholder(s) of The GPT Group and entitled to attend and vote hereby appoint:

STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the Meeting of the Meeting as your proxy, please write the name of the person or (mark box) body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of GPT Management Holdings Limited and the Annual General Meeting of Unitholders of General Property Trust to be held at 2:00pm (Sydney time) on Tuesday, 5 May 2015 at Sheraton on the Park, 161 Elizabeth St, Sydney NSW (the Meeting ) and at any postponement or adjournment of the Meeting.

Chairman authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman of the Meeting becomes my/our proxy by default), by signing and returning this form I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy in respect of Resolutions 2, 3, 4 and 5 (except where I/we have indicated a different voting intention below) even though the Chairman is, and those Resolutions are connected directly or indirectly with the remuneration of, a member of key management personnel for the GPT Group.

Proxies will only be valid and accepted if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2 VOTING DIRECTIONS

For Against Abstain*

• 1 Election of Mr Lim Swe Guan as a Director

• 2 Adoption of Remuneration Report

• 3 Grant of performance rights to the Company’s Chief Executive Officer and Managing Director, Michael Cameron (deferred short term incentive)

• 4 Grant of performance rights to the Company’s Chief Executive Officer and Managing Director, Michael Cameron (long term incentive)

• 5 Approval of Non-Executive Directors’ Fee Pool

• 6 Approval of Stapled Securities issued since the last Annual General Meetings of the Company and the Trust

• 7 Proportional takeover provisions

==> picture [74 x 133] intentionally omitted <==

PLEASE NOTE: The Chairman of the Meeting intends to vote all available undirected proxies in favour of each resolution. If you have appointed the Chairman of the Meeting as your proxy (or the Chairman of the Meeting becomes your proxy by default), you can direct the Chairman of the Meeting to vote for, against or to abstain from voting on, a resolution by marking the relevant box opposite the resolution. Note that under Step 1, if the Chairman of the Meeting is your proxy and you do not mark any of the boxes opposite Resolutions 2, 3, 4 and 5, then by signing and returning this form you are expressly authorising the Chairman to exercise your proxy in respect of these Resolutions.

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the Securityholder. If a joint holding, either Securityholder may sign. If signed by the Securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

GPT PRX501F

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.

Appointment of Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting or does not vote on a poll in accordane with your instructions, the Chairman of the Meeting will be your proxy. A proxy need not be a Securityholder. A proxy may be an individual or a body corporate.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the GPT Group’s security registry or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

• (b) return both forms together.

Signing Instructions

You must sign this form as follows in the spaces provided:

Votes on Items of Business – Proxy Appointment

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Voting restrictions for KMP: Please note that if you appoint a member of the key management personnel ( KMP ) of the GPT Group or one of their closely related parties as your proxy, they cannot vote on Resolutions 2, 3, 4 and 5 unless you direct them on how to vote or the Chairman of the Meeting is your proxy. If the Chairman of the Meeting is your proxy and you do not mark a voting box for Resolutions 2, 3, 4 and 5 then by signing and returning the Proxy Form you will be expressly authorising the Chairman of the Meeting to exercise your proxy in respect of the relevant Resolution even though the Resolution is connected with the remuneration of the GPT Group’s KMP. The Chairman of the Meeting intends to vote all available undirected proxies in favour of each Resolution.

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either Securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the GPT Group’s security registry or online at www.linkmarketservices.com.au.

Lodgement of a Proxy Form

This Proxy Form (and if not previously provided, any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm (Sydney time) on Sunday, 3 May 2015, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, Securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

 by mail:

The GPT Group C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



by fax:

+61 2 9287 0309

 by hand:

delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138 or Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the Meeting, please bring this form with you. This will assist in registering your attendance.