GPT GROUP — AGM Information 2025

Mar 27, 2025

ASX Announcement

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28 March 2025

The GPT Group 2025 Annual General Meeting

The GPT Group (‘GPT’ or ‘Group’) provides the following documents for the 2025 GPT Annual General Meeting (‘AGM’) to be held on Thursday 1 May 2025 commencing 10.00am (Sydney time):

• Notice of Meeting and Explanatory Memorandum

• Proxy Form

• Letter to Securityholders

These documents and GPT’s 2024 Annual Report are available at https://www.gpt.com.au/annual-general-meetings.

-ENDS-

Authorised for release by The GPT Group’s Company Secretary Emma Lawler.

For more information, please contact:

Investor Relations

Philip Cheetham Head of Investor Relations ir@gpt.com.au +61 403 839 155

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GPT Management Holdings Limited (ACN 113 510 188) and GPT RE Limited (ABN 27 107 426 504) as responsible entity of General Property Trust (ARSN 090 110357), together GPT.

Level 51, 25 Martin Place Sydney NSW 2000 gpt.com.au

Notice of Meeting and Explanatory Memorandum

Annual General Meeting 1 May 2025

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Experience First

Chairman’s Letter

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Vickki McFadden Chairman

Dear Securityholders,

I am pleased to provide you with details of The GPT Group’s 2025 Annual General Meeting (AGM) which will be held at 10:00am (Sydney time) on Thursday 1 May 2025.

Business of the AGM

GPT’s Chief Executive Officer and Managing Director (CEO), Russell Proutt and I will provide an address to Securityholders at the AGM on the business and its performance before the formal items set out in the Notice of Meeting and Explanatory Memorandum are considered.

Director resolutions

Two of GPT’s Directors will stand for re-election as independent Non-Executive Directors at the AGM.

The AGM will be held at the Swissotel Sydney, 68 Market Street, Sydney NSW 2000 at 10:00am (Sydney time) on Thursday 1 May 2025.

The AGM will also be webcast live at https://www.gpt.com.au/ annual-general-meetings.

Anne Brennan was appointed to the Board in May 2022 and is seeking re-election. Anne’s extensive financial, business and public company experience across a wide range of industries, particularly in the areas of accounting, auditing, risk management and governance, brings deep and relevant knowledge to the Board and to her role as Chairman of the Audit and Risk Committee.

Tracey Horton AO who was appointed to the Board in May 2019 is also seeking re-election. Tracey’s significant strategy, governance, risk management and remuneration experience gained across her executive and non-executive roles enhances the Board’s ability to oversee GPT’s performance and governance, including in her role as Chairman of the Human Resources and Remuneration Committee.

Both Anne and Tracey have the full support of the Board for their re-election.

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chAirMAN’s LeTTer

Remuneration related resolutions

Two resolutions relate to executive remuneration. The first of these resolutions seeks the approval of the Remuneration Report for year ended 31 December 2024. The Remuneration Report commences on page 46 of GPT’s 2024 Annual Report, which we encourage you to review in advance of the AGM. This and other reports are available on GPT’s website at https://www.gpt.com.au/results-reports.

The second of the executive remuneration resolutions relates to the granting of performance rights to GPT’s CEO, Russell Proutt, under the Long Term Incentive (LTI) scheme. Details of the 2025-2028 LTI grant of performance rights to Russell are set out in the Explanatory Memorandum accompanying the Notice of Meeting.

We welcome the opportunity to engage with our Securityholders during the AGM and encourage you to submit any questions you may have relating to the business of the AGM in advance by emailing them to gpt@cm.mpms.mufg.com.au or submitting at

https://au.investorcentre.mpms.mufg.com no later than 5:00pm (Sydney time) on Thursday 24 April 2025. We will endeavour to address the frequently asked questions during our presentations and during question time at the AGM.

At the conclusion of the AGM, I invite you to join the Board and our Executive Team for refreshments. If you are unable to attend the AGM, we invite and encourage you to watch the live webcast online at

https://www.gpt.com.au/annual-general-meetings.

I thank you for your continued support of GPT.

Yours sincerely

Voting and asking questions at the AGM

To vote at the 2025 AGM, you can attend in person and/or lodge a proxy in advance. Proxies must be received no later than 10:00am (Sydney time) on Tuesday 29 April 2025. You can lodge your proxy vote online through GPT’s registry website https://au.investorcentre.mpms.mufg.com.

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Vickki McFadden Chairman

Further information on other methods for voting and proxy submission are outlined in the Notice of Meeting.

Subject to the abstentions set out in the Notice of Meeting, the Board recommends Securityholders vote in favour of each resolution to be considered at the AGM.

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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 the General Property Trust (ARSN 090 110 357) (the Trust) (together, the Meeting or AGM) at:

Time: 10:00am (Sydney time)

Date: Thursday 1 May 2025

Place: Swissotel Sydney, 68 Market Street, Sydney NSW 2000

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

Business of the Meeting

Item 1: Directors’ Report, Auditor’s Report and Financial Statements

To receive the Directors’ Report and Financial Statements for the year ended 31 December 2024 together with the Auditor’s Report.

Item 2: Resolutions

Resolution 1: Re-election of Ms Anne Brennan as a Director

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

“That Ms Anne Brennan, who retires in accordance with rule 49(a) of the Company’s Constitution, and being eligible, be re-elected as a Director of the Company.”

Resolution 2: Re-election of Ms Tracey Horton AO as a Director

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

“That Ms Tracey Horton AO, who retires in accordance with rule 49(a) of the Company’s Constitution, and being eligible, be re-elected as a Director of the Company.”

Resolution 3: Adoption of Remuneration Report

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

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“That the Remuneration Report for the year ended 31 December 2024 be adopted.”

Votes on this resolution are advisory only and do not bind the Directors, the Company or the Responsible Entity.

Resolution 4: Grant of performance rights to the Company’s Chief Executive Officer and Managing Director, Russell Proutt (long term incentive)

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

“That approval be given for all purposes, including for the purposes of Australian Securities Exchange Listing Rule 10.14, to grant to the Company’s Chief Executive Officer and Managing Director, Mr Russell Proutt, performance rights as his long term incentive under The GPT Group Stapled Security Rights Plan on the terms set out in the Explanatory Memorandum to the Notice of Meeting.”

2 Southbank Boulevard, Melbourne

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Voting Exclusions

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

Resolution 3: Adoption of Remuneration Report

In respect of Resolution 3, in accordance with the Corporations Act 2001 (Cth) (the Corporations Act), the Company will disregard any votes cast:

• in any capacity, by or on behalf of a member of the key management personnel (KMP) whose remuneration is disclosed in the Remuneration Report and their closely related parties (such as close family members and any controlled companies); or

• as proxy by a member of the KMP at the date of the Meeting and their closely related parties,

unless the vote is cast as a proxy for a person entitled to vote:

• in accordance with a direction on the Proxy Form; or

• by the Chairman of the Meeting in accordance with an express authorisation in the Proxy Form to vote as the proxy decides, even though Resolution 3 is connected with the remuneration of the KMP.

• by the Chairman of the Meeting as proxy for a person entitled to vote on the resolution in accordance with an express authorisation to exercise the proxy as the Chairman of the Meeting decides; or

• by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

By order of the Board

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Marissa Bendyk Company Secretary 28 March 2025

Resolution 4: Grant of performance rights to the Company’s Chief Executive Officer and Managing Director, Russell Proutt

In respect of Resolution 4, in accordance with the ASX Listing Rules and the Corporations Act:

• the Company and the Trust will disregard any votes cast in favour of Resolution 4 in any capacity by or on behalf of Mr Proutt (being the only Director eligible to participate in the GPT Equity Incentive Plan) or any of his associates; and

• the Company will disregard any votes cast as a proxy by a member of the KMP at the date of the Meeting and their closely related parties,

unless the vote is cast on Resolution 4:

• as proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; or

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Participating in the meeting

Attending in person

Securityholders may attend the Meeting in person at the Swissotel Sydney, 68 Market Street, Sydney NSW 2000.

If there is a need to make alternate arrangements for the holding of the AGM, an announcement will be made on GPT’s website and the ASX.

Appointment of proxy

Securityholders may appoint proxies (including the Chairman of the Meeting) to cast their votes on their behalf at the AGM. More information on appointing proxies is available on page 06.

Viewing the Meeting online

Securityholders have the option of viewing the Meeting online via the webcast. The link to the webcast will be available by visiting www.gpt.com.au/annual-general-meetings.

Securityholders will also be able to watch a recording of the Meeting after the AGM at www.gpt.com.au/annual-general-meetings.

Please note that Securityholders will not be able to vote, ask questions or make comments via the webcast.

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Darling Park, Sydney

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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 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 entitlements at the Meeting, Stapled Securities will be taken to be held by persons who are registered as Securityholders at 7:00pm (Sydney time) on Tuesday 29 April 2025. Accordingly, security transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

The vote on each resolution set out in this Notice of Meeting will be decided on a poll.

Voting by proxy

You may appoint a proxy to attend and vote for you. This can be done online or by lodging a hard copy Proxy Form.

Proxy Forms must be lodged by no later than 10:00am (Sydney time) on Tuesday 29 April 2025.

To lodge your proxy appointment online, go to https://au.investorcentre.mpms.mufg.com. To lodge a hard copy Proxy Form, post, deliver or fax it to:

The GPT Group C/– MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235

Or

MUFG Corporate Markets (AU) Limited Parramatta Square Level 22, Tower 6, 10 Darcy Street Parramatta NSW 2150 Fax: +61 2 9287 0309

To request a hard copy Proxy Form, contact MUFG either by phone on 1800 025 095 (free call within Australia) or +61 1800 025 095 (outside Australia) between 8:00am to 5:00pm (Sydney time) Monday to Friday or by email to gpt@cm.mpms.mufg.com.au.

A hard copy 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 be received by MUFG prior to the Meeting, unless it has been previously provided.

Your proxy does not need to be a Securityholder. You are entitled to appoint up to two proxies if you are entitled to cast two or more votes. If you appoint two proxies, you may 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 of your votes. Where more than one proxy is appointed, neither proxy is entitled to vote on a show of hands. If you are appointing a proxy online and you wish to appoint a second proxy, please contact our registry, MUFG at gpt@cm.mpms.mufg.com.au.

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 GPT’s registry before the Meeting.

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NoTes reLATiNG To voTiNG

If you wish to indicate how your proxy should vote, please mark the appropriate boxes on the Proxy Form or in the voting directions page online. If in respect of any of the items of business you do not direct your proxy how to vote, you are authorising your proxy to vote as they decide, subject to any applicable voting exclusions. 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 a proxy. In addition, if you direct your proxy how to vote but your nominated proxy does not attend the Meeting or vote on a poll on a resolution at the Meeting, the Chairman of the Meeting will act in place of the nominated proxy in respect of the relevant resolution and vote in accordance with any instructions.

For all resolutions that are directly or indirectly related to the remuneration of a member of the KMP (being Resolutions 3 and 4 of this Notice of Meeting), the Corporations Act prohibits KMP (other than the Chairman of the Meeting) and their closely related parties from voting as your proxy unless you direct them how to vote. ‘Closely related party’ is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by the KMP.

If the Chairman of the Meeting is your proxy, you can direct the Chairman of the Meeting to vote for or against, or to abstain from voting on a resolution by marking the appropriate box opposite the relevant item on the Proxy Form. However, if the Chairman of the Meeting is or becomes your proxy and you do not mark any of the boxes opposite Resolutions 3 and 4, then by completing and returning the Proxy Form you will be expressly authorising the Chairman of the Meeting to vote as they see fit in respect of the relevant resolution even though it is connected with the remuneration of GPT’s KMP.

The Chairman of the Meeting intends to vote available undirected proxies in favour of all resolutions.

Jointly held Stapled Securities

If your Stapled Securities are jointly held, any of the joint holders is entitled to vote. However, 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 and Attorneys

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 GPT’s registry by 10:00am (Sydney time) on Tuesday 29 April 2025, unless it has been previously provided.

If you plan to attend the AGM at the Swissotel, 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.

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 GPT’s registry before the Meeting.

Questions about voting

If you have any questions, please contact our share registrar MUFG on 1800 025 095 (free call within Australia) or +61 1800 025 095 (outside Australia), between 8:00am and 5:00pm (Sydney time) Monday to Friday.

Submitting written questions in advance of the Meeting

Securityholders are encouraged to submit written questions in advance of the Meeting that relate to GPT or the business of the Meeting. You may also submit written questions to the Auditor if the questions are relevant to the content of the Auditor’s Report for GPT or the conduct of the audit for GPT.

We will endeavour to address as many of the more frequently raised relevant questions as possible during the Meeting. However, there may not be sufficient time available at the Meeting to address all of the questions raised. Please note that individual responses will not be sent to Securityholders.

To submit questions, please email them to gpt@cm.mpms.mufg.com.au or provide them at the same time as voting online by logging into

https://au.investorcentre.mpms.mufg.com then select ‘Voting’ then select ‘Ask a Question’. Please note that written questions must be received no later than 5:00pm (Sydney time) on Thursday 24 April 2025.

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Explanatory Memorandum

This Explanatory Memorandum forms part of the 2025 Notice of Meeting and contains information about the resolutions contained in the Notice of Meeting. You should read the Notice of Meeting and this Explanatory Memorandum in its entirety and carefully.

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 2024 will be tabled at the joint Annual General Meetings (the Meeting or AGM) of GPT Management Holdings Limited (the Company) and the General Property Trust (the Trust) (together, GPT).

GPT’s Directors’ Report, Auditor’s Report and Financial Statements are included in GPT’s Annual Report. A copy of GPT’s Annual Report for the year ended 31 December 2024 is available on GPT’s website (www.gpt.com.au) or can be obtained by contacting MUFG Corporate Markets (AU) Limited at the address included in the Notice of Meeting.

During this item of business, a reasonable opportunity will be given to Securityholders as a whole to ask questions about or make comments on the Directors’ Report, Auditor’s Report and Financial Statements, as well as the management of GPT.

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

Securityholders may also submit written questions to the Auditor relevant to the content of the audit report for the Company or the conduct of the audit for the Company using the methods listed on page 07 under the heading ‘Submitting written questions in advance of the Meeting’. A list of those relevant written questions submitted to the Auditor 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.

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Melbourne Central, Melbourne

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Item 2: Resolutions

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Ms Anne Brennan Independent Non-Executive Director

Resolution 1: Re-election of Ms Anne Brennan as a Director

Ms Anne Brennan was first elected by Securityholders at the 2022 Annual General Meeting (AGM). In accordance with rule 49(a) of the Company’s Constitution, she retires, and being eligible, offers herself for re-election as a Non-Executive Director of the Company.

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

Before making a recommendation regarding election and re-election of Non-Executive Directors, the Board assesses the skills matrix and past performance of each of those Directors.

Ms Brennan joined the GPT Board in May 2022 and is an experienced public company director with extensive experience across a range of sectors. She is currently a Non-Executive Director of The Lottery Corporation and Endeavour Group.

Ms Brennan previously served as a Director of Argo Investments Limited, Tabcorp Holdings Limited, Spark Infrastructure Group, Charter Hall Group, Nufarm Limited, Metcash Limited, Myer Holdings Limited, Rabobank Australia Limited, Rabobank New Zealand Limited, Echo Entertainment Limited and the NSW Treasury Corporation.

Ms Brennan has held a variety of senior management roles in both professional services firms and large organisations, including as Finance Director of Coates Group and Chief Financial Officer at CSR Limited. She was previously a partner at KPMG, Andersen and Ernst & Young.

Ms Brennan holds a Bachelor of Commerce (Honours), and is a Fellow of the Chartered Accountants Australia and New Zealand and a Fellow of AICD.

Ms Brennan is the Chairman of the Audit and Risk Committee and a member of the Nomination Committee.

Recommendation

The Directors (other than Ms Brennan) unanimously recommend that Securityholders vote in favour of the re-election of Ms Brennan as a Director. The Board considers that Ms Brennan’s extensive financial, business and public company experience across a wide range of industries, particularly in the areas of accounting, auditing, risk management and governance, brings deep and relevant knowledge to the Board and to her role as Chairman of the Audit and Risk Committee.

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Ms Tracey Horton AO Independent Non-Executive Director

Resolution 2: Re-election of Ms Tracey Horton AO as a Director

Ms Tracey Horton AO was first elected by Securityholders at the 2019 Annual General Meeting (AGM) and re-elected at the 2022 AGM. In accordance with rule 49(a) of the Company’s Constitution, she retires, and being eligible, offers herself for re-election as a Non-Executive Director of the Company.

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

Before making a recommendation regarding election and re-election of Non-Executive Directors, the Board assesses the skills matrix and past performance of each of those Directors.

Ms Horton joined the GPT Board in May 2019 and has experience across a wide range of listed, government and not-for-profit boards. Ms Horton has held executive and senior management roles with Bain & Company in North America, and in Australia with Poynton and Partners and the Reserve Bank of Australia.

Ms Horton holds a Bachelor of Economics (Hons) and a Masters of Business Administration (MBA). She is a Fellow of the Australian Institute of Company Directors.

Ms Horton is currently a Non-Executive Director of IDP Education (ASX:IEL), Imdex Limited (ASX:IMD), Campus Living Villages Pty Ltd and Bhagwan Marine Ltd (ASX:BWN). Previous appointments include Chair of the Australian Industry and Skills Committee, Commissioner of Tourism WA, Non-Executive Chairman of Navitas Limited, a Non-Executive Director of Nearmap Limited, Skilled Group and Automotive Holdings Group, President of the Chamber of Commerce and Industry (WA), Winthrop Professor and Dean of the University of Western Australia Business School and a member of the Australian Takeovers Panel.

Ms Horton is Chairman of the Human Resources and Remuneration Committee and a member of the Nomination Committee.

Recommendation

The Directors (other than Ms Horton) unanimously recommend that Securityholders vote in favour of the re-election of Ms Horton as a Director. The Board considers that Ms Horton’s significant strategy, governance, risk management and remuneration experience gained across her executive and non-executive roles enhances the Board’s ability to oversee GPT’s performance and governance, including in her role as Chairman of the Human Resources and Remuneration Committee.

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Resolution 3: Adoption of 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 2024 to Securityholders for consideration and adoption by a non–binding vote.

The Remuneration Report commences on page 46 of GPT’s 2024 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 key management personnel and GPT’s performance; and

• sets out the remuneration arrangements in place for each Director and executive key management personnel.

A reasonable opportunity will be provided to Securityholders 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 outcome of the vote when considering the future remuneration arrangements of GPT.

Voting exclusion

A voting exclusion applies to this resolution as set out in the Notice of Meeting under the heading ‘Voting Exclusions’.

Recommendation

The Directors unanimously recommend that Securityholders vote in favour of Resolution 3.

Resolution 4: Grant of performance rights (Rights) to Russell Proutt (long term incentive)

In accordance with ASX Listing Rule 10.14, GPT is seeking the approval of Securityholders for the proposed grant of Rights to Mr Proutt on the terms set out below. Mr Proutt is covered by ASX Listing Rule 10.14.1 because he is the Chief Executive Officer and Managing Director (CEO) of the Company and a Director of the Responsible Entity of the Trust.

Listing Rule 10.14 provides that a listed entity must not issue securities to a Director under an employee incentive scheme unless Securityholder approval is first obtained. Approval is not required where the terms of the scheme under which the grants are made require that the underlying Stapled Securities are purchased on-market. While GPT’s current practice is to satisfy vested Rights with Stapled Securities that have been purchased on-market, GPT is seeking Securityholder approval so that it has flexibility to issue Stapled Securities to satisfy vested Rights where appropriate.

Mr Proutt, as part of his contractual entitlements, participates each year in GPT’s long term incentive (LTI) plan. The LTI is structured to reward long-term performance and is delivered as Rights which vest in line with the Performance Period detailed below if performance hurdles are achieved. Rights will be issued to Mr Proutt at the grant date, which will be after approval (if received) at this AGM.

Terms and conditions

If Securityholder approval is obtained, the Rights which are subject to performance conditions will be granted:

• as part of Mr Proutt’s LTI remuneration;

• under the terms of The GPT Group Stapled Security Rights Plan (Plan); and

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

Each Right is a conditional entitlement to one fully paid Stapled Security in GPT that will rank equally with those traded on the ASX (unless the Board decides in its discretion to make an equivalent cash payment). Rights do not carry any distribution or voting rights.

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Calculation of the number of Rights

It is proposed that 493,139 Rights will be granted to Mr Proutt. This number is equivalent to his 2025 maximum LTI opportunity of $2,250,000, divided by the 30-day volume-weighted average price of GPT Stapled Securities up to and including 31 December 2024 (being $4.5626) as shown below:

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Key terms of the LTI award are described below. The Plan can be amended by the Board, subject to the ASX Listing Rules.

Performance measures

The Board has determined that the Rights to be granted to Mr Proutt (if approval is received) will be subject to two performance conditions, outlined below. These performance conditions will be assessed over a four year performance period starting on 1 January 2025 and ending on 31 December 2028 (Performance Period).

Vesting

The vesting schedule for the AFFO per security growth measure is as follows:

Vesting The vesting schedule for the measure is as follows:	AFFO per security growth
GPT’s AFFO per security CAGR	Level of vesting
Less than 3%	0% vesting
3%	10% vesting
3%-6%	Straight line vesting
	between 10% and 100%
6%	100%
The vesting schedule for the	RTSR measure is as follows:
GPT’s relative TSR ranking	Level of vesting
Less than the 50th	0% vesting
percentile
50thpercentile	50% vesting
More than 50th percentile	Straight line vesting
and upto 75thpercentile	between 50% and 100%
75thpercentile or higher	100%

Each performance measure will be tested against one half of the Rights to be granted to Mr Proutt under this resolution.

• Adjusted Funds From Operations (AFFO) per security growth. The Board has determined this measure to align remuneration outcomes with growth in earnings adjusted for capital expenditure and lease incentives. The measure is calculated as the compound annual growth rate (CAGR) of AFFO per security from base year (2024) to the end of the Performance Period (2028).

• Relative Total Securityholder Return (RTSR) – This measure compares GPT’s TSR performance with the TSR performance of the individual constituents sourced from the ASX 200 A-REIT Index (excluding Goodman Group) (the Index) at the commencement of the Performance Period. Each constituent is weighted equally for the purposes of determining relative performance and ranked from highest to lowest in accordance with their TSR. The percentile ranking of each company is then calculated based on the “straight-line method” for calculating percentiles (i.e., the lowest ranked company is percentile 0 and the highest ranked company is percentile 100).

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GPT Space&Co, Darling Park, Sydney

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Benefit of the Performance Measures

Taken together, these performance measures provide an LTI scheme that is aligned to GPT’s strategy to deliver sustained, superior returns in the following manner:

• AFFO measures the underlying earnings of the business, adjusting for maintenance capital expenditure and lease incentives. Growth in this metric will reward management in a manner which is aligned to the underlying performance of the portfolio.

• Relative TSR performance is a widely used LTI performance measure for listed entities in Australia. It ensures the value is only delivered to participants if the investment return received by Securityholders is sufficiently high relative to investment returns provided by the comparator group over the same period. The comparator group which is comprised of the individual constituents sourced in the ASX 200 A-REIT Index (excluding Goodman Group) is considered sufficiently large and the most relevant comparator group as it represents the major REITs listed and categorised as REITs on the ASX.

There will be no re-testing of performance at the end of the Performance Period for any grants made under this resolution. Any Rights that do not vest on testing will lapse.

Trading of securities once vested

If the Rights vest, they will become exercisable and Mr Proutt will be able to elect to exercise them at any time during designated trading windows under GPT’s Securities Trading Policy up to 31 December 2038 (Last Exercise Date). No exercise price is payable.

Treatment on cessation of employment

If Mr Proutt ceases to be an employee of GPT before the end of the Performance Period, any unvested Rights under this grant will be dealt with as outlined below, unless the Board determines otherwise:

Reason for cessation of employment Treatment of unvested Rights Resignation or All unvested Rights lapse. termination by GPT (other than as set out below) Redundancy, retirement, A pro-rated portion disability/death of unvested Rights will remain on foot and will be tested in line with the performance measures for the applicable Performance Period.

Change of control

If a change of control event occurs, for example by way of a takeover of GPT or scheme of arrangement, the Board may determine that some or all Rights granted to Mr Proutt will vest, lapse, be forfeited or cease to be subject to restrictions in accordance with the Rules.

Clawback and Malus

The Board may determine that unvested or vested securities granted under the LTI Plan lapse or be deemed to be forfeited as a result of adverse circumstances that arise or become known after securities have been granted or vested.

Once exercised, any dealing in Stapled Securities will be subject to GPT’s Securities Trading Policy. In addition, Mr Proutt is required to comply with the Group’s Minimum Security Holding Policy when dealing in Stapled Securities.

Distributions

Rights do not carry any distribution rights prior to vesting and exercise. However, on exercise Mr Proutt will be paid a cash amount equivalent to the distributions paid to Securityholders between the Vesting Date and the relevant exercise date.

The GPT GrouP AGM NoTice of MeeTiNG 2025 13

Other information required by ASX Listing Rule 10.14 In relation to the Plan:

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

• The securities proposed to be issued are Rights. The Rights will be issued at no cost to Mr Proutt and no amount is payable on vesting of the Rights if performance conditions are met.

• As outlined in the table below, Mr Proutt has previously been granted a total of 1,162,557 Rights under the Plan. The Rights were granted at no cost to Mr Proutt, and no amount is payable on vesting of the Rights.

	No. of Rights
Awarded	issued
during	(at no cost)	Securities that vested
2024	503,637	LTI approved at 2024 AGM.
		On foot subject to ongoing
		vestingconditions.
2024	658,920	Buyout Award
		granted when Mr Proutt
		commenced as CEO.
		67,521 Rights have vested
		and remainder are on
		foot subject to ongoing
		vestingconditions.
Total	1,162,557

Listing Rule 10.15.4 requires this Notice of Meeting to include details (including the amount) of Mr Proutt’s current total remuneration arrangements.

Listing Rule 10.15.4 requires this Notice of Meeting to include details (including the amount) of Mr Proutt’s current total remuneration arrangements.	Listing Rule 10.15.4 requires this Notice of Meeting to include details (including the amount) of Mr Proutt’s current total remuneration arrangements.
2025 Remuneration Settings A$000s
Total Package Value (includingsuperannuation) (TPV) $1,500
Short Term Incentive Opportunity	Target – 100% of TPV $1,500
	Maximum – 150% of TPV $2,250
Long Term Incentive Opportunity	Maximum – 150% of TPV $2,250
Total Maximum Remuneration Opportunity $6,000

Voting exclusion

A voting exclusion applies to this resolution, as set out in the Notice of Meeting under the heading ‘Voting Exclusions’.

Recommendation

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

• The reasons why GPT uses Rights as its LTI instrument include:

• they are well understood by the market and by executives;

• alignment between executive and Securityholder experience; and

• no value is derived unless GPT meets or exceeds performance measures over the Performance Period (Rights lapse if they do not vest).

• If approval is received, it is the intention of the Board that the Rights will be granted to Mr Proutt as soon as is practicable following the Meeting, but in any event, no later than 12 months after the date of the Meeting. If Securityholder approval is not received, the Board will consider alternative arrangements to appropriately remunerate and incentivise Mr Proutt.

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

• Details of any securities issued under the Plan will be published in GPT’s Annual Report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14. Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after this resolution is approved and who are not named in this Notice of Meeting will not participate until approval is obtained under that rule.

The GPT GrouP AGM NoTice of MeeTiNG 2025 14

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Level 51, 25 Martin Place, Sydney NSW 2000 gpt.com.au

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

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LODGE YOUR VOTE

• ONLINE

• https://au.investorcentre.mpms.mufg.com

BY MAIL  The GPT Group C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX



+61 2 9287 0309

• MUFG Corporate Markets (AU) Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150

 ALL ENQUIRIES TO

Telephone: 1800 025 095 Overseas: +61 1800 025 095

• X99999999999 X99999999999

• PROXY FORM I/We being a member(s) of The GPT Group ( GPT ) and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or

• Meeting (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 ( Company ) and the Annual General Meeting of the General Property Trust to be held at 10:00am (Sydney time) on Thursday, 1 May 2025 at Swissotel Sydney, 68 Market Street, Sydney (the Meeting ) and at any relocation, postponement or adjournment of the Meeting. Important for Resolutions 3 & 4: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, by completing and returning this form you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 3 & 4, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel (KMP). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS 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 T Resolutions For Against Abstain * 1 Re-election of Ms Anne Brennan as a Director

• 2 Re-election of Ms Tracey Horton AO as a Director

• 3 Adoption of Remuneration Report 4 Grant of performance rights to the Company’s Chief Executive Officer and Managing Director, Russell Proutt (long term incentive)

 * 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.

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

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

GPT PRX2501C

HOW TO COMPLETE THIS SECURITYHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on GPT’s 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.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from GPT’s security registry or online at www.mpms.mufg.com/en/mufg-corporate-markets.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate 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 accordance with your instructions, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (Sydney time) on Tuesday, 29 April 2025, 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:

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the ONLINE boxes opposite each item of business. All your securities will be voted in  https://au.investorcentre.mpms.mufg.com 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 Login to the Investor Centre using the holding details as shown number of securities you wish to vote in the appropriate box or boxes. If on the Voting/Proxy Form. Select ‘Voting’ and follow the you do not mark any of the boxes on an item of business, your proxy may prompts to lodge your vote. To use the online lodgement facility, vote as he or she chooses on that item, subject to any voting restrictions securityholders will need their “Holder Identifier” - that apply to the proxy. If you mark more than one box on an item your Securityholder Reference Number (SRN) or Holder Identification vote on that item will be invalid. Number (HIN). VOTING RESTRICTIONS FOR KMP BY MOBILE DEVICE QR Code Please note that if you appoint a member of GPT’s KMP or one of their Our voting website is designed specifically closely related parties as your proxy, they cannot vote on Resolutions 3 for voting online. You can now lodge your & 4, unless you direct them how to vote or the Chairman of the Meeting vote by scanning the QR code adjacent or is your proxy. If the Chairman of the Meeting is your proxy and you do not enter the voting link mark a voting box for Resolutions 3 & 4, then by signing and returning https://au.investorcentre.mpms.mufg.com the Proxy Form, you will be expressly authorising the Chairman of the into your mobile device. Log in using the Meeting to exercise your proxy in respect of the relevant Resolution even Holder Identifier and postcode for your though it is connected with the remuneration of the KMP. securityholding. APPOINTMENT OF A SECOND PROXY To scan the code you will need a QR code reader application You are entitled to appoint up to two persons as proxies to attend the which can be downloaded for free on your mobile device. Meeting and vote on a poll. If you wish to appoint a second proxy, an BY MAIL additional Proxy Form may be obtained by telephoning GPT’s security  registry or you may copy this form and return them both together. The GPT Group C/- MUFG Corporate Markets (AU) Limited To appoint a second proxy you must: Locked Bag A14 (a) on each of the first Proxy Form and the second Proxy Form state the Sydney South NSW 1235 percentage of your voting rights or number of securities applicable to Australia that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half  BY FAX your votes. Fractions of votes will be disregarded; and +61 2 9287 0309 (b) return both forms together. SIGNING INSTRUCTIONS  BY HAND

Login to the Investor Centre using the holding details as shown on the Voting/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).

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

delivering it to MUFG Corporate Markets (AU) Limited* Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150

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

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

Joint Holding: where the holding is in more than one name, any 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.

• During business hours (Monday to Friday, 9:00am–5:00pm)

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.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

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

All Registry communications to: C/- MUFG Corporate Markets (AU) Limited A division of MUFG Pension & Market Services Locked Bag A14 Sydney South NSW 1235 Telephone: 1800 025 095 Facsimile: +61 2 9287 0303 Issuer Code: GPT Email: support@cm.mpms.mufg.com Website: au.investorcentre.mpms.mufg.com

28 March 2025

Dear Securityholder,

The GPT Group 2025 Annual General Meeting

I am pleased to provide you with details of The GPT Group’s 2025 Annual General Meeting (AGM) which will be held at 10:00am (Sydney time) on Thursday 1 May 2025.

The meeting will be held at the Swissotel Sydney, 68 Market Street, Sydney NSW 2000. Securityholders will also be able to view a webcast of the meeting which can be accessed at https://gpt.com.au/annual-general-meetings.

Notice of Meeting

• • The Notice of Meeting is available at https://gpt.com.au/annual general meetings and was released to the ASX today. Should you wish to receive a hard copy of the Notice of Meeting or Proxy Form this year, please contact GPT’s registry, MUFG Corporate Markets, either by phone on +61 1800 025 095 (freecall within Australia) or by email to

gpt@cm.mpms.mufg.com. The Notice of Meeting also provides further instructions on how you can participate in the AGM.

The items of business at the 2025 AGM are set out in the Notice of Meeting and comprise consideration of:

• The Directors' Report, Auditor’s Report and Financial Statements for the year ended 31 December 2024

• Re-election of Ms Anne Brennan as a Director

• Re-election of Tracey Horton AO as a Director

• Adoption of the 2024 Remuneration Report, and

• Grant of performance rights to the Company’s Chief Executive Officer and Managing Director, Mr Russell Proutt (long term incentive).

I encourage you to review GPT’s 2024 Annual Report in advance of the AGM. This and other reports are available on GPT’s website www.gpt.com.au.

Voting ahead of the AGM

You may appoint a proxy to vote on your behalf. Proxies must be received no later than 10:00am (Sydney time) on Tuesday 29 April 2025 . Even if you plan to attend in-person, we encourage you to submit a proxy. This will ensure your vote will be counted if for any reason circumstances change and you cannot attend on the day.

To submit your proxy vote online go to au.investorcentre.mpms.mufg.com and login using the holding details as shown on this letter. 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)). You can also vote on your mobile device by scanning the QR code below.

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Other methods for voting and proxy submission are outlined in the Notice of Meeting.

Asking a question

We welcome the opportunity to engage with our Securityholders during the AGM and encourage you to submit any questions you may have in advance by emailing them to gpt@cm.mpms.mufg.com no later than 5:00pm (Sydney time) on Thursday 24 April 2025. We will endeavour to address those questions during our presentations and during question time at the AGM.

Switching to electronic communications

If you would like to switch to electronic communications, you can update your communications preferences by going to au.investorcentre.mpms.mufg.com and login using your portfolio. Select Communications, click on Preferences and select ALL communications electronically.

Need assistance

If you have any other questions about your GPT securityholding or wish to receive a hard copy of the Notice of Meeting or Proxy Form, please contact GPT's registry, MUFG Corporate Markets, either by phone on +61 1800 025 095 (freecall within Australia) or by email to gpt@cm.mpms.mufg.com.

I look forward to your participation at the AGM and thank you for your continued support of GPT.

Yours sincerely

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Vickki McFadden

Chairman

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