Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

GPT GROUP Annual Report 2005

Feb 10, 2005

65009_rns_2005-02-10_0c78de45-5f27-4796-bdbc-3a0fc70f6996.pdf

Annual Report

Open in viewer

Opens in your device viewer

11 February 2005

The Manager Companies Section Australian Stock Exchange Limited (Sydney) 20 Bridge Street SYDNEY NSW 2000

By Electronic Lodgement

Dear Sir

GENERAL PROPERTY TRUST

1. Full Year Results

GPT Management Limited, as responsible entity of General Property Trust, releases the attached statement regarding the Trust's results for the twelve months to 31 December 2004. Also attached are audited financial statements for the twelve months to 31 December 2004 and ASX Appendix 4E.

$\overline{2}$ . December Quarter Distribution

GPT Management Limited, the responsible entity of General Property Trust, announces the following distribution for the quarter ended 31 December 2004.

$(a)$ Distribution - Ordinary Units

A distribution for the three months ended 31 December 2004 of 5.6 cents per General Property Trust unit will be paid by the Trust on 25 February 2005 (the distribution for the three months ended 31 December 2003 was 5.4 cents per unit and the distribution for the three months ended 30 September 2004 was 5.5 cents per unit).

Income Tax Deferred Component - Ordinary Units $(b)$

The distribution advice for the December quarter will advise that 2.723086 cents (capital works allowance, depreciation and other allowances) is income tax deferred for investors that hold their investment on capital account.

The income tax deferred component will reduce the cost base (or indexed base) in the case of units liable to capital gains tax on disposal.

GPT Management Limited ABN 94 000 335 473 as Responsible Entity and Trustee of General Property Trust ABN 58 071 755 609

Level 14 Tower Building Australia Square Sydney NSW 2000 Australia

GPT Linitholder Service Centre Freecat 1800 025 095 Facsimile 02 9236 6020

[email protected]

www.gpt.com.au

$\left( \mathrm{e}\right)$ Distribution Reinvestment Plan

The General Property Trust Distribution Reinvestment Plan has been terminated and will not apply to these distributions.

$(d)$ Books Closing Date

In accordance with Listing Rule 3A(5), we give formal notice that the register of unitholders of General Property Trust will close at 5.00pm, 22 February 2005 for the purpose of determining those unitholders entitled to participate in the distribution for the quarter ended 31 December 2004, payable on 25 February 2005.

Documents will be accepted for registration until 5.00 pm on the books closing date at the Sydney Register only:

Securities Registration Services ASX Perpetual Registrars Limited Level 8, 580 George Street SYDNEY NSW 2000

Yours faithfully

James Coyne Company Secretary

Annual Financial Report General Property Trust and its Controlled Entities

31 December 2004

ABN 58 071 755 609

The directors of GPT Management Limited, the Responsible Entity of General Property Trust and GPT Split Trust, present their report together with the financial reports of General Property Trust and GPT Split Trust for the financial year ended 31 December 2004 and the Audit Reports thereon.

Directors

The following persons were directors of GPT Management Limited during the financial year:

Richard Longes (resigned 24 November 2004) Eric Goodwin (appointed 24 November 2004) Ken Moss Elizabeth Nosworthy

Peter Joseph (appointed Chairman 24 November 2004) Malcoim Latham Brian Norris Ross Taylor (appointed 28 April 2004 and resigned 24 November 2004)

Trust

General Property Trust (GPT)

GPT comprises General Property Trust (Parent Entity), its controlled entities and joint ownership vehicles as disclosed in Note 19 to the consolidated financial statements.

GPT Split Trust The Trust comprises GPT Split Trust.

Principal Activity

The principal activity of GPT is to invest in investment properties.

The principal activity of GPT Split Trust is to invest in GPT units.

Review of Operations and Changes in the State of Affairs

Financial Results

GPT.

The operating result of GPT for the financial year ended 31 December 2004 is a profit of \$426.4 million (Dec 2003: \$420.2 million).

GPT Split Trust

The operating result of GPT Split Trust for the financial year ended 31 December 2004 is a profit of \$4,621 thousand (Dec 2003: \$4,717 thousand).

Earnings per Unit

GPT

The earnings per unit (before losses on disposal of properties and costs related to the proposed merger with Lend Lease and the bid for GPT by Stockland) for the financial year ended 31 December 2004 was 22.0 cents (Dec 2003: 21.6 cents).

During the financial year, GPT acquired Darling Park Stage 3 in Sydney, a site adjoining Homemaker City Fortitude Valley in Brisbane, The Quad 4 land at Homebush Bay, 8 Herb Elliot and 7 Figtree Drive at Homebush Bay and the Joint Venture Investment Agreement with the Commonwealth Bank of Australia re Sunshine Plaza was unwound. GPT also acquired, in conjunction with Voyages Hotels & Resorts Pty Limited, P&O Australian Resorts portfolio which includes Silky Oaks Lodge and the Dunk, Bedarra, Brampton, Lizard, Heron and Wilson Island resorts, all located in Queensland as well as Cradle Mountain Lodge in Tasmania. All properties are now owned by GPT, with the exception of Brampton and Lizard Island Resorts which are owned by Voyages Hotels & Resorts Pty Limited. In addition, IKEA Building Prospect, Sydney and Homemaker City Springwood, Brisbane were divested.

GPT responded to a merger proposal from Lend Lease Corporation Limited, resolutions to approve this proposal were put to unitholders at a meeting on 17 November 2004, the proposals did not receive the required majority vote therefore the merger did not proceed.

On 8 November 2004, the Stockland Group announced an unsolicited takeover offer for GPT, the offer is subject to a number of conditions. As at 10 February 2005 Stockland had received acceptances of less than 0.9% of GPT units and has extended the time for acceptance of its offer to 4 March 2005. GPT's response to the Stocktand offer is set out in its Target Statement of 22 December 2004 and First Supplementary Target Statement of 24 January 2005. The GPT Directors continue to recommend that unitholders do not accept the Stockland offer.

GPT Split Trust

The earnings per unit for the financial year ended 31 December 2004 was 19.0 cents per Income Unit (Dec 2003: 18.8 cents) and 3.0 cents per Growth Unit (Dec 2003: 2.4 cents).

Distributions

GPT

The Responsible Entity has determined the payment of a distribution for the financial year ended 31 December 2004 of 22.0 cents per unit (Dec 2003: 21.2 cents).

GPT Split Trust

The Responsible Entity has determined the payment of a distribution for the financial year ended 31 December 2004 of 19.0 cents per Income Unit (Dec 2003: 18.8 cents) and 3.0 cents per Growth Unit (Dec 2003: 2.4 cents).

Events Subsequent to Balance Date

The directors are not aware of any matter or circumstance occurring since the end of the financial year not otherwise dealt with in this report or accounts that has significantly or may significantly affect the operations of the Trusts, the results of their operations or the state of affairs of the Trusts in subsequent financial years. In making this statement in respect of events subsequent to balance date the conflicted directors have relied upon assurances provided by non conflicted directors.

Directors' Benefits

No director of the Responsible Entity has received or become entitled to receive any benefit from the Trusts during the financial year by reason of a contract made by the Responsible Entity or a related corporation with the director or with a firm of which the director is a member, or with an entity in which the director has a substantial financial interest.

Indemnification and Insurance of Officers

No insurance premiums are paid out of the assets of the Trusts for insurance cover provided to the Responsible Entity or the auditors of the Trusts. As long as the officers of the Responsible Entity act in accordance with the Trust Deeds and the Law, the Responsible Entity remains fully indemnified out of the assets of the Trusts against any losses incurred while acting on behalf of the Trusts. The auditors are in no way indemnified out of the assets of the Trusts.

Rounding of Amounts

GPT

The amounts disclosed in the Directors' Report have been prepared in accordance with Class Order 98/0100 issued by the Australian Securities & Investments Commission, pursuant to which, unless otherwise indicated, the amounts in the Directors' Report have been rounded to the nearest tenth of a million dollars.

GPT Split Trust

The amounts disclosed in the Directors' Report have been prepared in accordance with Class Order 98/0100 issued by the Australian Securities & Investments Commission, pursuant to which, unless otherwise indicated, the amounts in the Directors' Report have been rounded to the nearest thousand dollars.

Environmental Regulation

The directors are satisfied that there are no significant issues that currently have an impact on the Trusts. A report on environmental initiatives in each of GPT's property portfolios is found elsewhere in the Annual Report.

Interests in Trusts

The movement in units in the Trusts during the year is set out below

31 Dec 2004 31 Dec 2003
GPT
Units issued during the year 67.000.000
Units redeemed during the year
Units on issue at year end- 2.016.716.610 1,949,716,610
GPT Split Trust Units
Units issued during the year
Units redeemed during the year (1,276,970) (503, 463)
Units on issue at year end 20,832,742 22,109,712

Value of Assets

GPT

The value of GPT's assets as at 31 December 2004 is \$9,097.0 million (Dec 2003: \$7,695.1 million), derived on the basis set out in Note 1 to the financial statements.

GPT Split Trust

The value of GPT Split Trust's assets as at 31 December 2004 is \$64,082 thousand (Dec 2003: \$61,554 thousand), derived on the basis set out in Note 1 to the financial statements.

Fees Paid to and Interests Heid in the Trusts by the Responsible Entity

GPT

Fees paid to the Responsible Entity and its Associates out of GPT property during the financial year are disclosed in Note 3 to the financial statements. No fees were paid out of GPT to the directors of the Responsible Entity during the financial year.

GPT Split Trust

No Responsible Entity fees have been charged against GPT Split Trust during the financial year as disclosed in Note 7 to the financial statements. No fees were paid out of GPT Split Trust to the directors of the Responsible Entity during the financial year.

Units held by GPT Management Limited in GPT Split 31 Dec 2004 31 Dec 2003
Trust 1,000 1.000

Likely Developments and Expected Results of Operations

Further information on likely developments in the operation of the Trusts and the expected results of those operations have not been included in this report because the Responsible Entity believes it would be likely to result in unreasonable prejudice to the Trusts.

Executives' & Directors' Disclosures

(a) Compensation Policy

Directors and Senior Executives

All GPT Management Limited directors, executives and employees are paid by Lend Lease Corporation, GPT Management Limited receives a fee for managing GPT.

Lend Lease's Compensation and Benefits Policy is determined by the Lend Lease Board's Personnel and Organisation Committee (P&O Committee). The policy is to reward Senior Executives with market competitive compensation and benefits, taking into account the performance of the individual, GPT and Lend Lease. In assessing these benchmarks, Lend Lease takes account of expert advice and the relevant external comparators in the real estate and related sectors.

Lend Lease's approach to executive compensation is to provide a balance of fixed and performance based cash elements with an emphasis on increasing 'at risk' compensation for Senior Executives and Executive Directors. Outlined below are the elements and the philosophy behind them.

Compensation paid by Lend Lease is designed to be appropriate and competitive on such issues as incentives, pensions, superannuation and other benefits.

Base Salary

Salaries are set at competitive levels, targeted at median against comparable companies, with annual reviews to reflect market conditions and personal performance. For guidance, the P&O Committee and various business based executives use information available in published job matched surveys of similar companies. As appropriate, they also commission surveys to supplement the published information. To ensure proper process is followed for all senior executives, all proposed packages for direct reports of the Lend Lease Executive Management Team members require prior approval from the Lend Lease Chief Executive Officer (CEO).

The salaries of the Executive Directors and Specified Executives are set by the P&O Committee. These are determined in July of each year. The Committee is assisted in this review by the Lend Lease Corporation CEO and the Head of Human Resources.

Short Term Incentives (STIs).

Annual bonus payments are based upon actual achievement measured against challenging financial, corporate and individual performance, targets approved by the P&O Committee. Although the performance criteria are different for each executive, the principles are similar and involve assessment of performance across three areas:

Financial - achievement of profitability, earnings, total shareholder return and other relevant financial targets;

Personal - achievement of personal objectives related to specific non-financial business targets; and

Environment, Health and Safety - a number of Senior Executives are also measured and rewarded according to the Group's performance on Environment, Health and Safety Key Performance Indicators and their personal commitment to them.

If the full target bonus is earned, annual cash compensation will normally reach the upper quartile of the relevant employment market. Annual bonuses may be awarded in a number of ways:

Cash

Shares or awards issued under Lend Lease Employee Share Plans (ESP).

Long Term Incentives (LTIs)

The current Long Term Incentives were introduced and approved by the Board in 1999 and updated and extended in 2001, 2002, 2003, and 2004

LTI grants are normally made in July each year and are based on competitive remuneration practice. Grants also depend upon personal contribution and potential, and are designed to retain and motivate high performing and key executives. The LTIs are in the form of an Australian dollar figure 'grant', which is notionally 'invested' over time to deliver value depending on:

whether the executive remains with the Group - if the executive resigns before vesting, the grant will lapse;

whether performance hurdles are achieved over the plan period - if the hurdles are not achieved, the grant will lapse; and

the performance of the Lend Lease share price - the value of the grant on maturity, assuming performance hurdles have been met, will be determined in part by the rise in the Lend Lease share price. Current plans have hurdles which require above median performance

against a basket of Lend Lease's peer group companies (with 25% vesting at median performance rising to 100% at 75th percentile).

LTIs are a cash programme with payments made upon maturity if performance hurdles are met.

Under the 2001 and 2002 LTIs, a Senior Executive's initial dollar 'grant' is normally allocated equally, or otherwise at the discretion of the Senior Executive or Board, between:

Performance Shares (PSs) - the value of these will rise or fall with the value of Lend Lease shares; and

Share Appreciation Rights (SARs) - these are payable only if the price of Lend Lease shares at the date of maturity is higher than at the date of the grant. The Senior Executive will receive nothing in respect of these rights if the share price is lower than the price at the date of the grant.

Executives' & Directors' Disclosures (continued)

(a) Compensation Policy (continued)

Long Term Incentives (LTIs) (continued)

For the purposes of the allocation, PSs are attributed a value equivalent to the Lend Lease share price at or about the date of the allocation, while SARs are valued at approximately one third of PSs, which reflects their greater risk profile.

Under the 2003 and 2004 LTI, the initial grant was made solely in PSs.

Retention Awards

When the Board believes that an employee is an outstanding performer and that Lend Lease Corporation and its shareholders will gain from incentivising him or her to remain with Lend Lease, a retention award may be made.

Superannuation/Pension Plans

Pension plan arrangements are in place. In the past, Senior Executives (and other employees) joined either a defined benefit or a defined contribution plan. Entry into all defined benefit plans has now ceased across the Group. All new Executive Directors and Senior Executives have the opportunity to join defined contribution plans.

Non Executive Directors

Compensation Policy

Directors' fees have been set at \$60,000 per annum for each Director covering all GPT Management board duties. The Chairman's fees are two limes the standard fees paid to a Director and the Chairman of the Audit & Risk Management Committee receives an additional \$20,000 per amum. Other members of the Audit & Risk Management Committee receive \$15,000 per annum. These Directors' fees are only payable to non executive directors other than Eric Goodwin, who receives remuneration from Lend Lease on a per diem basis under a separate consultancy agreement.

All Directors' fees are paid by GPT Management and not by GPT.

Peter Joseph, Malcolm Latham, Ken Moss and Elizabeth Nosworthy received additional amounts for the period from 24 May 2004 to 17 November 2004 of \$180,000, \$72,000, \$60,000 and \$60,000 respectively for considerable additional work undertaken in relation to the Lend Lease Corporation/GPT merger proposal. For the period from 6 August 2004, supplementary per diem fees of \$2,000 have been paid to Mr Latham, Mr Moss and Ms Nosworthy, and \$6,000 has been paid to Mr Joseph, for preparation for and attendance at each substantive meeting. Additional overseas travel time is paid at \$2,000 per day.

Brian Norris is a non executive director of Lend Lease Real Estate Investments Limited and receives remuneration from Lend Lease in that capacity. Mr Norris is also entitled to a retirement benefit (2004; \$208,967) from GPT Management equal to the total of the Director's fees paid to him during the three year period prior to his retirement. No other directors are entitled to retirement benefits.

Executives' & Directors' Disclosures (continued)

(b) Remuneration Details

Details of the remuneration of the directors of GPT Management Limited and specified executives of GPT for the year ended 31 December 2004 are set out in the following tables:

Primary
Short Term
Long Term Post Employment Equity Other Benefits Total
Salary & Fees Incentive
Bonus'
Incentive
Bonus
Non
Monetary
Super-
anouation
Retirement
Benefits
ESPiOther Termination Prescribed Dec 2004
Specified Directors
Executive Directors
Non Continuing
Ross Taylor (appointed 28
April 2004, retired 24
November 2004) 1 426,100 450,917 259.501 3,733 39,650 O 18,941 ٥ 0 1,198,842
426,100 450,917 259,501 3,733 39,650 18,941 Û a 1,198,842
Non Executive Directors *
Continuing
Peler Joseph - Chairman
Eric Goodwin (appointed 24
258,750 258,750
November 2004) 4,000 4,000
Malcolm Latham 132,000 132,000
Ken Moss 140,000
Brian Noms 80,000 140,000
80,000
Elizabeth Nosworthy 135.000 135,000
749,750 8 0 0 ٥ 0 0 o 749,750
Non Continuing
Richard Longes - Chairman
(retired 24 November 2004) 110.000
110,000 G 0 Û ū Û. Ð 110,000
Total Specified Directors 285.850 450.917 259.501 ৰকৰ 39.650 л - सामान 110,000
1050 FM

1 Employed by Lend Lease Management Services Limited. Disclosure refers to the period of time served as a Director on the GPT Board. Bonuses and other
payments have been pro-rated over this time unless semed directly withi businesses for Lend Lease.

pusinesses for Leng Lease.
2. Salary and Fees for Non Executive Directors includes lees for attending, chairing and travelling to Board and Board Committee mealings.
3. All Short Term Incentive bonuses have been paid in ca

Post
Primary
Employment
Equity
Other Benefits
Short Tema
Long Term
Total
Specified Executives Salary & Fees Incentive
Bonus t
Incentive
Bonus
\$.
Non
Monetary
Super-
amuation
ESP/Other
s
Termination Prescribed Other Dec 2004
Continuing
Nic Lyons - CEO
Michael O'Brien - Fund
455.632 377,025 212,034 6,400 38,992 12,807 $\Omega$ û ٥ 1,102,890
Manager 339,835 169, 137 54,366 12,233 29,730 13,931 θ. 0 0 619,232
Kiaran Pryke - CFO
Donna Byrne - Investor
Relations and Marketing
259,253 91,599 25,497 6,400 22,441 10,405 Ō 0 o 415,595
Manager
James Coyne - General
Counsel and Secretary
182,379 66,502 14.255 ٥ 15,655 7,295 0 O 0 285,986
(appointed 1 July 2004) 108,970 23,806 75
1,346,069 733,069 306.152 25,108 8,233
114,951
4,362
48,800
Ű
٠
0
o
$\mathbf{0}$
150,446
2,574,149
Non Continuing
Michael Neilson - General
Counsel and Secretary (retired
30 June 2004) 122,187 49.047 o 9,186 10,452 5,255 18,574 ٥ 214,701
122,187 49,047 £ 9,186 10,452 5,255 18,574 Ū. ê 214,701
Total Specified Executives 1,468,256 782,116 306,152 34,294 725,705 54,055 18,574 Ŧ ď 2,788,850

1 All Short Term Incentive bonuses have been paid in cash and based upon the performance criteria as outlined in section 23a. Bonuses relate to the full
year ended 30 June 2004, as the six months to 31 December 2004 is not

Executives' & Directors' Disclosures (continued)

(c) Long Term Incentives

Performance Shares (PS), Retention Shares and Stock Appreciation Rights (SAR) Year Ended 31 December 2004

Service
Criteria
Performance
Criteria
Incontive
Granted 1
Grant
Dale
Expiry or
Exercise
Date
Exercise Price2 Number
Granted
Award Value
at Grant
Date
Specified Executives
Nic Lyons Criteria 1 Criteria 2 PS July 2003 June 2006 NA. 23.816 203,520
Criteria 1 Criteria 2 PS. July 2004 June 2007 NA 41.477 428,395
Michael O'Brien Criteria 1 Criteria 2 .PS July 2003 June 2006 NJA 7.723 65,997
- Kieran Pryke Criteria 1 Criteria 3 ŁLC July 2002 June 2005 NA 3.987 41.864
Criteria 1 Critería 3 SAR July 2002 June 2005 10.50 13.955 41,864
Donna Byrne Criteria 1 Criteria 3 ŁLС July 2002 June 2005 N/A 2.229 23,405
Criteria 1 Criteria 3 SAR July 2002 June 2005 10.50 7.802 23,405
James Coyne Νiί NII ΝIΙ ド朝 Nil Nil Nil Nil

Performance Shares (PS), Retention Shares (LLC) or Stock Appreciation Rights (SAR).

Performance and Refention shares do not have an exercise price, as they are paid out at the share price at exercise date. 2

Ross Taylor is not included due to retiring from the Board 24 November 2004.

Criteria 1: Forfeiture on resignation or termination. Pro-rata on other service cessation.

Criteria 2: Total Shareholder Return (TSR) of Lend Lease Corporation Shares at or above median when compared to the TSR for 18 comparator organisations.

Criteria 3: Dependent upon the executive remaining with Lend Lease until the vesting date.

(d) Equity Holdings and Transactions

GPT Unitholdings Year Ended 31 December 2004

Units Held 1 Units Received
as
Other Net
Change to
Units Held
Jan 2004 Remuneration Units 31 Dec 2004
Non Executive Directors
Peter Joseph 50,000 50,000
Eric Goodwin (appointed 24
November 2004) - 隆
Malcolm Latham 13,195 13,195
Richard Longes (retired 24
November 2004) 1 15,702 N/A
Ken Moss 25,000 25,000
Brian Noms 4,097 4,097
Elizabeth Nosworthy 5,000 5,000
Specified Executives
Nic Lyons Ni Nil
Michael O'Brien Nil Nil
Kieran Pryke 53 53
Donna Byrne 10,000 (10,000)
James Coyne Ni NI.
Michael Neilson (retired 30 June
2004) 1 Νï N/A
123.047 a. 710 0001 97.345

Holding not disclosed as at 31 December 2004 due to retirement from the board during the year.

Ross Taylor's holdings have not been disclosed due to his period of service on the Board falling during the 2004 year.

(e) Service Agreements

Specified Executive Directors and Executives

The major provisions of the service agreements held with the specified Executive Directors and Executives are as follows:

  • there are no fixed terms of agreement;
  • standard notice periods apply;
  • remuneration is reviewed annually. Refer to Note 23a for further details and conditions;
  • executives are eligible for STIs. Refer to Note 23a for further details and conditions;
  • executives are eligible for LTIs. Refer to Notes 23a and 23c for further details and conditions;

Unless otherwise stated termination payment includes base salary for remainder of notice period not served (up to 12 months), pro-rated STI entitlements and LTI entitlements per LTI rules.

Specified Non Executive Directors

Independent Directors are endorsed by Unitholders upon appointment and every three years thereafter.

Dated at SYDNEY this 10th day of February, 2005

Signed in apportance with a resolution of the directors.

Joseph Mulradin

PRICEWATERHOUSE COPERS @

PricewaterhouseCoopers ABN 52 780 433 757

Darling Park Tower 2 201 Sussex Street GPO BOX 2650 SYDNEY NSW 1171 DX 77 Sydney Australia www.pwc.com/au Telephone +61 2 8266 0000 Facsimile +61 2 8266 9999 Direct Phone 82663948 Direct Fax 82863948

Auditors' Independence Declaration

As auditor for the audit of General Property Trust and GPT Split Trust for the year ended 31 December 2004, I declare that to the best of my knowledge and belief, there have been:

  • a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
  • b) no contraventions of any applicable code of professional conduct in relation to the audit

This declaration is in respect of General Property Trust, the entities it controlled during the period and GPT Split Trust.

Richard Deutsch

Partner PricewaterhouseCoopers

Sydney 10 February 2005

Statements of Financial Performance Year ended 31 December 2004

Consolidated GPT
31 Dec 2004 31 Dec 2003 31 Dec 2004 31 Dec 2003
Note \$m Sm \$m \$m
Statement of Financial Performance
Revenue
Rents 660.6 605.9 304.9 288.3
Interest - Joint venture investment arrangements 4.0 4.5 4.0 4.5
Interest - Cash and short term money market securities 7.4 5.0 3.8 3.2
Proceeds on disposal of units in listed property trust $41.2 -$ ÷ 41.2
Proceeds on disposal of properties 20.5
Distributions from controlled entities and associates $\frac{1}{2}$ 352.9 298.3
Share of net profits of associates 19 88.3 63.7
Other income ÷ 1.3 1.3
Revenue 780.8 721.6 665.6 636.8
Expenses
Rates, taxes and other property outgoings
Repairs and maintenance
146.4 138.2 70.8 67.8
Provision for doubtful debts 11.0 9.1 5.4 4.4
Audit and accounting fees 0.1
0.8
0.5 (0.1) 0.5
Borrowing costs $\ddot{\bm{3}}$ 0.8 0.7 0.8
Responsible Entity's fee 118.7 80.2 118.7 80.2
Book value of units in listed property trust 3 35.5
ă.
25.6 21.8 16.5
Book value of property investments sold 19.6 41.2
÷.
$\overline{\phantom{a}}$ .
۰.
41.2
Costs associated with merger proposals 16.5
Other expenses 16.5
5.8 5.8 5.4 5.2
Expenses 354.4 301.4 239.2 216.6
Net Operating Income 426.4 420.2 426.4 420.2
Increase in asset revaluation reserve 15 579.2 235.0 579.2 235.0
Total revenues, expenses and valuation adjustments attributable
to members of the parent entity recognised directly in equity
579.2 235.0 579.2 235.0
Total changes in equity other than those resulting from
transactions with Unitholders as owners 1,005.6 655.2 1,005.6 655.2
Cents Cents
Basic earnings per unit after profit on disposal of properties
and costs associated with merger proposals
18 21.3 21.6
Basic earnings per unit before profit on disposal of properties
and costs associated with merger proposals 18 22.0 21.6

The above Statements of Financial Performance should be read in conjunction with the accompanying notes.

5m Sm Sm. \$m
Distribution
Net Operating Income 426.4 420.2 426.4 420.2
Undistributed income at the beginning of the financial year 7.6 0.7 7.6 -0.7
Transfer from reserves 15 15.6 15.6
Transfer from equity 14 2.6 2.6
Total available for distribution 452.2 420.9 452.2 420.9
Distribution paid and payable (443.6) (413.3) (443.6) (413.3)
Undistributed income at the end of the financial year 8.6 7.6 8.6 7.6

General Property Trust and its Controlled Entities

Statements of Financial Position As at 31 December 2004

Consolidated GPT.
31 Dec 2004 31 Dec 2003 31 Dec 2004 31 Dec 2003
Note \$m \$m \$m \$m
Current Assets
Cash 50.9 44.0 45.2 42.5
Receivables 4 58.9 46.0 16.5 20.9
Other 5. 13.5 14.6 10.1 10.3
123.3 104.6 71.8 73.7
Non-current Assets
Investment properties 6 8,866.2 7,478.9 8,867.9 7,500.4
Investment in associates (masterplanned
urban communities) 8 11.5 6.5
Other assets 9 96.0 105.1 50.9 74.6
8,973.7 7,590.5 8,918.8 7,575.0
Total Assets 9,097.0 7,695.1 8,990.6 7,648.7
Current Liabilities
Payables 10 192.1 147.3 87.3 100.9
Interest bearing liabilities 11 1,071.6 775.0 1,070.0 775.0
Provisions 12 112.9 105.3 112.9 105.3
1,376.6 1,027.6 1,270.2 981.2
Non-current Liabilities
Interest bearing liabilities 13 1,627.0 1,352.0 1,627.0 1,352.0
1,627.0 1,352.0 1,627.0 1,352.0
Total Liabilities 3,003.6 2,379.6 2,897.2 2,333.2
Net Assets 6,093.4 5,315.5 6,093.4 5,315.5
Equity
Contributed equity $\ddagger$ 4 4,598.5 4,400.8 4,598.5 4,400.8
Asset revaluation reserve 15 1,486.3 907.1 1,486.3 907.1
Undistributed income 8.6 7.6 $8.6\,$ 7.6
Total Equity 16 2 6,093.4 5,315.5 6,093.4 5,315.5

The above Statements of Financial Position should be read in conjunction with the accompanying notes.

${\bf 10}$

General Property Trust and its Controlled Entities

Statements of Cash Flows Year ended 31 December 2004

Consolidated GPT
Note 31 Dec 2004
\$m
31 Dec 2003
\$m
31 Dec 2004
\$m
31 Dec 2003
\$m
Cash flows from operating activities
Cash receipts in the course of operations (inclusive of
goods and services tax)
Cash payments in the course of operations (inclusive of 698.5 610.2 $-325.0$ 329.8
goods and services tax)
Interest received (276.2) (186.7) (139.4) (114.0)
Distributions received from controlled entities 9,4 14.4 6.0 7.6
Distributions received from associates $\ddot{\phantom{1}}$ 308.0 298.3
90.9 56.3 49.1 (7.4)
Borrowing costs 522.6
(132.5)
494.2 548.7 514.3
Net cash inflow from operating activities 390.1 (97.5) (132.5) (97.5)
17 396.7 416.2 416.8
Cash flows from investing activities
Payments for property investments (748.5) (732.1) (172.8) (147.6)
Proceeds on disposal of property investments 20.5
(Increase)/decrease in property deposits 74.6 (4.6) 74.6 (4.6)
(Increase) in masterplanned urban communities and
other assets (10.0) (26.1) (26.1)
(Increase)/decrease in other loans (55.7) 7.9. (48.1)
Investments in controlled entities and associates (575.9) (592.4)
Loan (to)/from controlled entities (25.6) (0.8)
Proceeds on disposal of units in listed property trust 41.2 41.2
Investment in units in listed property trust (41.2) (41.2)
Net cash outflow from investing activities (719.1) (754.9) (747.8) (771.5)
Cash flows from financing activities
Net Short Term Notes issued 20.0 239.0 20.0
Net Commercial Bills issued 131.6 130.0 239.0
Net Medium Term Notes issued 420.0 527.0 420.0 527.0
Proceeds from issue of units 200.3 200.3
Distributions paid (436.0) (409.4) (436.0) (409.4)
Net cash inflow from financing activities 335.9 356.6 334.3 356.6
Net increase in cash 6.9 (1.6) 2.7 1.9
Cash at the beginning of the financial year 44.0 45.6 42.5 40.6
Cash at the end of the financial year 17 50.9 44.0 45.2 42.5

The above Statements of Cash Flows should be read in conjunction with the accompanying notes.

$\boldsymbol{\mathcal{I}}\boldsymbol{\mathcal{I}}$

Notes to Financial Statements Year ended 31 December 2004

Summary of accounting policies 4.

(a) Basis of preparation

This general purpose financial report for the year ended 31 December 2004 has been prepared in accordance with the Trust Constitution, Accounting Standards, other mandatory professional reporting requirements (Urgent Issues Group Consensus Views), other authoritative pronouncements of the Australian Accounting Standards Board, and the Corporations Act 2001 in Australia. It is prepared on the basis of the going concern and historical cost conventions and has not been adjusted to take account of either changes in the general purchasing power of the dollar or changes in the values of specific assets, except to the extent that General Property Trust ('GPT') property investments have been revalued. The accounting policies adopted are consistent with those of the previous year unless otherwise specified. Comparative information has been reclassified where appropriate to enhance comparability.

(b) Principles of consolidation

The consolidated financial statements incorporate all the assets, liabilities and net operating results of the controlled entities. GPT and its controlled entities together are referred to in this financial report as the Trust. The effects of all transactions between controlled entities in the Trust have been eliminated in full.

Certain property investments are held via joint ownership arrangements (refer Note 26). These joint ownership arrangements include the ownership of units in single purpose unlisted trusts over which GPT exercises significant influence but does not control ('Associates').

The Trust has adopted the equity method of accounting for its property investments held via Associates in accordance with Accounting Standard AASB 1016. Accounting for Investments in Associates. The Responsible Entity believes that including this information in the Trust investment Properties note (Note 6) appropriately reflects the nature and substance of the Trusts operations.

(c) Accounting for acquisitions

On the acquisition of property trusts, the fair value of the consideration is compared with the fair value of the assets acquired. Any discount or goodwill ansing on acquisition is accounted for in accordance with AASB 1013: Accounting for Goodwill.

(d) Investment properties

The Trust Comptiance Plan requires that all Trust property investments be valued at intervals of not more than three years and that such valuations be reflected in the financial report of the Trust. It is the policy of the Responsible Entity to review the carrying value of each property every six months. Independent valuations of the individual investments are carried out each three years in accordance with the Corporations Act 2001 and the Trust Constitution, or earlier where the Responsible Entity believes there may be a material change in the carrying value of the property.

A revaluation increment is credited directly to the asset revaluation reserve, unless it is reversing a previous decrement charged as an expense in the Statement of Financial Performance in respect of that same class of assets, in which case the increment is credited to the Statement of Financial Performance.

A revaluation decrement is recognised as an expense in the Statement of Financial Performance, unless it is reversing a revaluation increment previously credited to, and still included in the balance of, the asset revaluation reserve in respect of that same class of assets, in which case it is debited directly to the asset revaluation reserve.

Some property investments are held through the ownership of units in single purpose unlisted trusts where GPT exerts significant influence but does not have a controlling interest. The Trust has adopted the equity method for these Associates (refer Note 1(b)). The property and other property related net assets of the Associates have been disclosed separately in Note 6. Investments in masterplanned urban communities which have been accounted for using the equity method have been disclosed separately in Note 8.

Interests held by GPT in controlled trusts and associated trusts are brought to account at valuation based on the net tangible asset backing at the end of each quarter,

Land and buildings have the function of an investment and are regarded as a composite asset. The applicable Accounting Standards do not require that investment properties be depreciated. Accordingly, the buildings and any component thereof (including integral plant and equipment) are not depreciated.

Expenses capitalised to properties may include the cost of acquisition, additions, refurbishments, redevelopments, borrowing costs and fees incurred.

$\sim$

à. Summary of accounting policies (Continued)

(e) Financial instruments

Bank bill and money market investments are reported at historic cost. As it is the intention to hold these instruments to maturity they are not revalued to market. Interest accrued at balance date is included in the accounts as a receivable. Interest rate swaps are only entered into to protect the Trust from variable interest rates. These transactions are accounted for on an accruals basis over the life of the facility that they are hedging. The Trust has classified as current liabilities short term note borrowings and medium term notes expiring within one year, notwithstanding that the Trust may hedge the interest rate exposure beyond one year and the fact that the Trust maintains stand-by facilities to provide liquidity backup for the short term/medium term note programme as described in Note 20.

(f) Revenue

Revenue from rents and interest is brought to account on an accruals basis. Revenue not received at balance date is included in the accounts as a receivable. The Trusts proportionate share of net operating results of Associates is included in the net income available for distribution when earned. Such income has been separately disclosed in the Statement of Financial Performance.

(g) Leasing costs

Initial direct leasing costs are amortised over the term of the respective leases.

(h) Other expenditure

Other expenditure, including rates, taxes, interest and other outgoings is brought to account on an accruals basis.

(i) Income tax

Under current tax legislation the Trust is not liable for income tax, provided its taxable income and taxable realised gains are fully distributed to Unitholders each year.

Cash flows

For the purposes of the Statement of Cash Flows, cash includes cash at bank, deposits at call and short term money market securities which are readily converted into cash.

(k) Distributions

Distributions are paid to Unitholders each quarter. Provision is made for the amount of any distribution declared, determined or publicly recommended by the directors on or before the end of the financial year but not distributed at balance date.

Borrowing costs

Borrowing costs are recognised as expenses in the period in which they are incurred, except where they are included in costs of qualifying assets (an asset that takes a substantial period of time to get ready for its intended purpose) - refer Note 1(d).

The capitalisation rate used to determine the amount of borrowing costs to be capitalised is the weighted average interest rate applicable to the entity's development borrowings during the year, in this case 6.92% (2003: 6.78%)

Borrowing costs include:

  • Interest on short term and long term borrowings,
  • Amortisation of discounts or premiums relating to borrowings, and
  • Amortisation of ancillary costs incurred in connection with the arrangement of borrowings.

(m) Rounding

The financial report of the Trust has been prepared in accordance with Class Order 98/0100 issued by the Australian Securities & Investments Commission, relating to the 'rounding off of amounts in the financial report to the nearest tenth of a million dollars, unless otherwise stated. Amounts have been rounded off in the financial report in accordance with that Class Order.

General Property Trust and its Controlled Entities

Notes to Financial Statements

Consolidated GPT
31 Dec 2004 31 Dec 2003 31 Dec 2004 31 Dec 2003
\$m \$m Sm \$m
2. Distributions
In respect of the six months ended 30 June 2004
Distribution of 5.4 cents per unit paid on 23 May 2004
(23 May 2003: 5.2 cents) 108.9 101.4 108.9 101.4
Distribution of 5.5 cents per unit payable on 23 Aug 2004
(25 Aug 2003: 5.3 cents) 110.9 103.3 110.9 103.3
Distribution for the six months ended 30 June 2004
10.9 cents per unit (30 Jun 2003: 10.5 cents) 219.8 204.7 219.8 204.7
In respect of the six months ended 31 December 2004
Distribution of 5.5 cents per unit paid on 22 Nov 2003
(21 Nov 2003: 5.3 cents) 110.9 103.3 110.9 103.3
Distribution of 5.6 cents per unit payable on 25 Feb 2005
$(24$ Feb $2004: 5.4$ cents) 112.9 105.3 112.9 .105.3
Distribution for the six months ended 31 December 2004
11.1 cents per unit (31 Dec 2003: 10.7 cents) 223.8 208.6 223.8 208.6
Distribution for the reporting period ended 31 December 2004
22.0 cents per unit (31 Dec 2003: 21.2 cents) 443.6 413.3 443.6 413.3
Undistributed income at 31 December 8.6 7.6 8.6 7.6
\$'000 \$'000 \$'000 \$"000
3. Expenses
Expenses have been arrived at after charging the following items:
Auditors' remuneration:
Auditing the financial report 688.6 579.4 636.6 568.8
Other audit related work 142.8 155.9 91.1 154.2
Total audit and audit related work 831.4 735.3 727.7 723.0
Other assurance services 1,203.0 74.0 1,167.0 74,0
Total auditors' remuneration 2.034.4 809.3 1,894.7 797.0

Other assurance services in 2004 is predominantly due diligence reviews on Lend Lease Corporation Ltd's merger proposal and Stockland's takeover proposal.

Responsible Entity's fee 35,510.7 25,627.1
____
21,840.6 16.458.5

From 1 January 2003, the base management fee payable by GPT has been reduced from 0.55% to 0.40% per annum of gross assets and a performance component has been introduced. The performance component, if applicable, is 5% of GPT's outperformance compared to the S&P/ASX Property 200 Accumulation Index. The total fee payable each six months is capped at 0.275% of the gross assets of the Trust. GPT Management Limited will receive all or part of the performance fee so that earnings per unit for each six month period is not less than the earnings per unit for the previous six month period. Based on GPT's performance for the twelve months to 30 June 2004, a performance fee of \$3,468,000 was paid in respect of the six months to 30 June 2004. No performance fee was payable in respect of the six months to 31 December 2004.

General Property Trust and its Controlled Entities

Notes to Financial Statements

Consolidated GPT
31 Dec 2004 31 Dec 2003 31 Dec 2004 31 Dec 2003
\$m \$m \$m \$m
4. Receivables
Trade debtors 37.0 27.2 6.0 3.5
Provision for doubtful debts (1.2) (1.2) (0.8) (1.0)
Distributions receivable from unlisted controlled trusts 35.8
۰
26.0
$\bullet$
5.2
÷.
2.5
1.1
Distributions receivable from associates 5.6 10.6 4.2 10.6
Other debtors
Loans to controlled entities
$17.5^{\circ}$ 9.4 4 0.4
58.9 46.0 7.1
16.5
6.3
20.9
5. Other current assets
Prepayments 13.5 14.6
10.1 10.3
6. Investment properties
Retail 4,749.5 3,723.2 2,646.2 2,051.0
Office 3,078.9 2,946.7 736.6 748.5
Hotel & Tourism 710.0 519.2
Industrial 327,8
8.866.2
289.8
7,478.9
266.9
3.649.7
232.7
3,032.2
GEM Retail Property Trust
GEM Commercial Property Trust
GPT Hotel Trust
GPT Industrial Trust
GPT Residential Trust
1,497.6
1,527.8
.700.5
60.9
1,253.1
1,374.3
511.2
57.1
Melbourne Central Unit Trust 34.7
659.8
26.1
530.0
4,481.3 3,751.8
Unlisted shares in corporations
GPT Pty Limited
Melbourne Central Holdings Pty Limited
0.1
47.7
0.1
47.7
47.8 47.8
Investments in associates
Erina Property Trust
Horton Trust
129.2 111.1
1 Famer Place Trust 17.1
256.3
13.4
257.6
2 Park Street Trust 286.5
689.1
286.5
668.6
8,866.2 7,478.9 8,867.9 7,500.4
Reconciliation
Reconciliations of the carrying amounts of investment properties at the
beginning and end of the current and previous financial year are set out below.
Carrying amount at start of the financial year
Additions
7,478.9
812.1
6,509.3
734.6
7,500.4
772.7
6,491.6
Disposals (19.6)
Net increase in revaluation of investment 773.8
Carrying amount at end of the financial year 594.8
8,866.2
235.0
7,478.9
594.8
8,867.9
235.0
7,500.4

General Property Trust and its Controlled Entities Notes to Financial Statements

6. Investment properties (Continued)

Name Ownership
$Y_{2}$ (1)
Acquisition
Date
Acquisition
Price
Sm
Total Cost
including
Additions
Sm.
Date of
Latest
Valuation
Independent Valuer Latest
independent
Valuation
\$m
Additions
Since
Valuation
\$m
Book Value
31 Dec 04
\$m
(0)
RETAIL
Bonner House 100 Oct 2001 9.1 9,4 Dec 2004 Knight Frank 14.0 14.0
ACT Leasehold KL Goddard, FAPI
Borec House 100 Jul 2002 10.6 10.7 Sep 2003 CB Richard Ellis 10.8 10.8
NSW M Steur, AAPI
Casuarina Square 100 Oct 1973 4,5 145.6 Dec 2004 Knight Frank 330.0 330.0
NT KL Goddard, FAPI
Charlestown Square 100 Dec 1977 7.3 183.0 Dec 2004 CB Richard Ellis 385.5 (2) 335.5
NSW J Barras, AAPI
Pacific Highway, Charlestown 100 Oct 2002 71 7.1 Sep 2003 Knight Frank 7.0 0.0 7.0
HSW
Dandenong Plaza
100 Jul 2003 5.3 5.3 KL Goddard, FAPI 5.3
٧Ю Dec 1993-
Dec 1999
60.2 192.0 Sep 2003 FPDS avilis (NSW) 205.0 1.3 206.3
Erina Fair 33.3, Freehold Jun 1992 60.3
55.1
60.3 AD Johnston, AAPI
NSW 16.7, Units in Trust 234.5 Dec 2004 Knight Frank 258.5
KL Goddard, FAPI 387.7 $129.2$ $(4)$
387.7
Penrith Plaza Including Cinemas 100 Jun 1971 16.7 456.6 Dec 2004 CB Richard Ellis 672.8 672.8
NSW Oct 2002 362.9 M Steur, AAP1
Apr 1998 $17.4 -$
High Street, Pennth 100 Nov 2002 5.2 6.1 Sep 2003 CB Richard Ellis 6.1 6.1
NSW Jan 2003 0.8 M Steur, AAPI
Riley Square
NSW
100 Jun 1994 11.6 17.2 Sep 2003 CB Richard Ellis 15.2 $\overline{\phantom{a}}$ 15.2
Sunsfilme Plaza 50 Dec 1992 32.8 181.9 M Steur, AAPI
QLD Sep 2004 130.4 Dec 2004 CB Richard Ellis
T Irving, AAPI
255.0 255.0
Plaza Parade 50 Jun 1999 4.7 11.9 Dec 2004 CB Richard Ellis Refer Notes 6 and 9
9.7
9.7
QLD T Irving, AAP!
Horton Parade 50 Jun 1998 3.5 8.0 Dec 2004 CB Richard Ellis 9.7 9.7
(4)
QLD. Units in Trust T Irving, AAPI
Marcochydore Superstore Feb 1999 5.5 5.3 Dec 2004 CB Richard Ellis 72 7.2
(4)
Plaza QLD 13.3 T Irving, AAPI 16.9
0.2
(5)
Woden Plaza 100 Fab 1986 74.8 248.7 Dec 2004 Knight Frank 470.0 470.0
ACT Leasehold KL Goddard, FAPI
General Property Trust 2,792.5
Carlingford Court 100 Jul 1996 80.1 138.2 Dec 2004 CB Richard Ellis 158.0 158.0
NSW J Barras, AAPI
Chimside Park 100 Jul 1996 80.5 136.5 Dec 2004 Knight Frank 166.0 $\blacksquare$ 166.0
٧Ю KL Goddard, FAPI
Wollongong Central 100 Jul 1996 54.0 119.6 Dec 2004 Knight Frank 200.7(0) 200.7
nsw Oct 1998 34.8 KL Goddard, FAPI
Floreat Forum 100 Jul 1996 33.3 87.8 Mar 2004 Knight Frank 95.0 0.7 95,7
₩A M Crowe, AAPI
Forestway Shopping Centre 100 Jul 1996 27.0 42.9 Sep 2004 Knight Frank 64.0 0.1 64.1
NSW
Macarthur Square
50 KL Goddard, FAPI
nsw Dec 1999 135.0 167.6 Dec 2004 CB Richard Ellis 233.9 233.9
Jul 1996 M Steur, AAPI
Parkmore Shopping Centre
VIC
$\sim$ $\sim$
100 120.0 131.3 Dec 2004 Knight Frank 145.0 $\overline{\phantom{a}}$ 145.0
Homemaker City Aspley 100 Nov 2001 43.2 KL Goddard, FAPI
QLD 53.0 Jun 2002 JLL Capital Markets 43.5 9.7 53.2
Homemaker City Bankstown 100 Nov 2001 38.5 39.7 WR Wiemann, AAPI
Sep 2003 FPDSavills
44.0 0.6
NSW AD Johnston, AAPI 44.8
Homemaker City Cannon Hill 190 Nov 2001 13.9 14.7 Sep 2003 Jones Lang LaSalle 15.7 0.3 16.0
QLD J Apted, FAPI
Homemaker City Castle Hill 100 Nov 2001 - 25.4 37.3 Sep 2004 WK Wotton 31.2 0.8 32.0
NSW Jan 2003 8.7 W Wotton, FAPI
Homemaker City Epping 100 Aug 2003 37.7 37.8 ٠ 37.8
Homemaker City Fortitude Valley 100 Dec 2001 7.2 31.2 Sep 2003 CB Richard Ellis 31.5 0.1 31.7
QLD T Irving, AAPI

(1) Freehold, unless otherwise stated.

(2) Valuation for Charlestown was \$385m, which did not include \$0.5m of land,

(3) Valuation for Wollongong was \$195m, which did not include lard of \$5.7m.
(3) Valuation for Wollongong was \$195m, which did not include lard of \$5.7m.
(4) Share of Associate's property assets. The value of the Trust's i

(5) Share of Associates other property related net assets which have been included as property (refer note 1(b))

(6) Properties that have been independently valued in the last twelve months are camed at that valuation, except where capital expenditure has been incurred twelve months are carried at Directors' valuation.

The basis of valuation of investment properties is fair value being the amounts for which the assets could be exchanged between willing parties in an arm's tength fransaction.

General Property Trust and its Controlled Entities Notes to Financial Statements

6. Investment properties (Continued)

Name Ownership
16(1)
Acquisition
Date
Acquisition
Price
Sm
Total Cost
including
Additions
Sm
Date of
Latest
Valuation
Independent Valuer Latest
Independent
Valuation
\$m
Additions
Since
Valuation
\$m
Book Value
31 Dec 04
\$m
(8)
RETAIL (Continued)
Homomaker City Fortitude Valley
Stage 2, CLD
100 Mar 2004 12.7 45.1 45.1
Homemaker City Jindalee
QUD
100 Nov 2001 38.7 40.6 Sep 2004 Jones Lang LaSalle
J Apiece FAPI
55.0 ٠ 55.0
Homemaker City Maribymong
МC
100 Nov 2001 35.5 35.6 Sep 2003 Knight Frank
MJ Schuh, AAPI
47,3 ٠ 47.3
Homemaker City Moorabbin
VIC
100 Jul 2002 33.3 33.4 ٠ $\overline{a}$ 33.4
Homemaker City Mt Gravatt
QLD
100 Nov 2001 17.9 18.3 Mar 2002 JLL Capital Markets
WR Wiemann, AAPI
19.4 0.4 19.8
Homemaker City Underwood
QLD
100 Nov 2001 10.5 10.9 Jun 2002 JLL Capital Markets
WR Wiemann, AAPI
12.5 0.4 13.0
Hememaker City Windsor
QLD
100 Nov 2001 20.0 20.2 Jun 2002 JLL Capital Markets
CJ Chalwood, AAPI
20.5 0.2 20.7
GEM Retail Property Trust
Total Retall
$\cdot$ 1,513.0
4,305,5
OFFICE
Citigroup Centre 50 Jul 2001 51.2 268.5 Dec 2003 FPOSavills (NSW)
nsw Units in Trusts Dec 2001 212.4
(4) 0.8 266.5 A Pannifex, FAPI 287,5 0.6 288.1 (2)
1 Farrer Place 50 (1.6) (3)
nsw Units in Trust Dac-2003 253.6 260.3 Dec 2004 Knight Frank
KI. Goddard, FAPI
256.3 ۰ 256.3
Australia Square
NSW
50 Sep 1981 42.5 146.2 Jun 2004 Jones Lang LaSalle
J Dillon, AAPI
178.0 5.6 183.6
MLC Centre
NSW
50 Apr 1987 233.5 314.8 Mar 2004 CB Richard Ellis
S Fairfax, AAPI
284.5 2.0 286.5
Riverside Centre
QLD
100 Apr 1984 250.7 299.7 Sep 2002 CB Richard Ellis (C)
J Porter, FAPI
245.0 6.3 251.3
Black ink House
QLD
100 Apr 1984 9.1 15.7 Sep 2002 CB Richard Ellis (C)
J Porter, FAPI
14.4 0.2 14.6
General Property Trust 1,278.8
179 Elizabeth Street
NSW
100 Sep 1998 59.4 66.7 Sep 2003 FPDSavills
A Pannifex FAPI
81.0 4.8 85.8
10 & 12 Mort Street
ACT
100
Leaschold
Jul 1996 58,6 60.0 Dec 2003 Jones Lang LaSalle
RJ Lawrie, AAPI
50.0 0.1 50.1
530 Collins Street &
120 King Street
100 Jul 1996 310.0 320.3 Sep 2003 Urbis
RJ Scrivener, FAPI
320.0 1.1 321.1

HSBC Centre, 580 George St
100 Jul 1996 180.0 215.8 Mar 2004 CB Richard Ellis 227.0 1.8 228.8
NSW '
Darling Park Complex
50- Jun 2000 239.1 467.3 S Fairlax, AAPI
nsw Units in Trusts Mar 2001
(4)
100.0
12.0
467.3 Apr 2004 FPDSavills (NSW)
A Parmiex, PAPI
457.5 3.7 461.2
(1.8)
$[2] \centering% \includegraphics[width=0.3\textwidth]{images/TransY.pdf} \caption{The first two different values of $y$ and $y$ and $z$ are the same as in Figure \ref{fig:max}.} \label{fig:max}$
$\bf{a)}$
Darling Park 3 100 Apr 2004 32.1 81.3 31.3
National@Docklands Stage 1
Victoria Harbour, VIC
100 Feb 2002 7.4 133.2 Mar 2004 Knight Frank
MJ Schuk, AAPI
140.0 0.5 140.5
National@Docklands Stege 2
Victoria Harbour, VIC
100 Feb 2002 6.3 110.2 Sep 2004 Knight Frank
MI Schur, AAPI
115.3 $\ddot{\phantom{0}}$ 115.3
GEM Commercial Property Trust 1,482.3
Total Office 2,781.1
MIXED k,
Brisbane Transit Centre
QLD
50
Units in Trust
Nov 1997 42.6 47.1 Jun 2004 Colliers International 54.9 $\left( z\right)$
Shares in Company Nov 1997 0.7 0.7
47.8
SR Andrew, FAPI 55.6 0.7
55.6
Melbourne Central 100 May 1999 410.2
Mar 2001 17.1
- (S) 3.5
430.8
692.5 Sep 2004 Jones Lang LaSalle 677.4 38.3 715.7
Total Mixed $\bullet$ B Sweeney, AAPI
771,3

(1) Freehold, unless otherwise stated.

(2) Share of Associate's preperty assets. The value of the Trust's interest in the Associate's property assets is included in the valuation.

(3) Share of Associate's other property related not liabilities which have been included as property (refer Note 1(b)). (4) Acquisition costs.

(5) Acquisition costs.

(6) Properties that have been independently valued in the last twelve months are carried at that valuation, except where capital expenditure has been incurred subsequent to valuation. Properties on which such capital expenditure has been incurred and properties which have not been independently valued in the tast twelve months are carried at Directors' valuation.

The basis of valuation of investment properties is fair value being the amounts for which the assets could be exchanged between willing parties in an ann's length transection. ł

General Property Trust and its Controlled Entities Notes to Financial Statements

INDUSTRIAL
Harvey Road
Kings Park NSW
Part Citi-West Industrial Estate
Grieve Pde & Dohertys Road
100
100
100
May 1999
Aug 1994
24.9 24.9 Jm
${7}$
Mar 2002 JLL Capilal Markets 24.9 24.9
RJ Ewing, AAPI
60.0 89.4 Mar 2003 FPDSavills 55.3 6.8 62.1
R Bowman, AAPI
Altona North VIC
Quad 1, Parkview Drive Jun 2001 15.5 15.6 Jun 2004 Colliers International 16.6 $\bullet$ 16.6
Homebush Bay NSW Leaschoid A Graham, AAPI
Quad 2, Parkwew Drive 100 Dec 2001 23 15.8 Jun 2004 Colliers International 18.7 18.7
Homebush Bay NSW Leasehold A Graham, AAPI
Quad 3, Parkview Drive 100 Mar 2003 2.7 16.3 ٠ $\overline{\phantom{a}}$ à. 16.3
Homebush Bay NSW Leasehold
Quad 4, Parkview Drive 100 Jun 2004 2.7 2.9 $\overline{\mathcal{C}}$ ٠ 2.9
Homebush Bay NSW Leasehold
8 Herb Elliott 100 Aug 2004 8.5 8.5 ÷. 8,5
Homebush Bay NSW
7 Figurea Drive
Leasehold ×
Homebush Bay NSW 100 Jul 2004 10.2 10.2 ٠ 10.2
7 Parkview Drive Leasehold
100
Homebush Bay NSW Leasehold May 2002 16.1 16.1 $\overline{ }$ $\ddot{\phantom{0}}$ 16.1
11 Grand Ave, Carnellia 100 May 1998 9.9
Camellia NSW 57.2 Sep 2003 Knight Frank
WR Retallick, FAPI
58.0 1.3 59.3
15 Berry Street 100 Nov 2000 10.0 10.0 Sep 2003 Knight Frank 10.8
Granville NSW WR Retailick, FAPI 10.8
19 Berry Street 100 Dec 2000 18.8 18.9 Sep 2003 Knight Frank 20.5 $\cdot$ 20.5
Granvide NSW WR Retallick, FAPI
Austrak Businese Park. 50 Oct 2003 47.8 60.9 ÷ $\overline{\phantom{a}}$ $\ddot{\phantom{0}}$ 60.9
Somerton VIC
Total Industrial 327.8
HOTEL & TOURISM
Ayers Rock Resort 100 Dec 1997 231.9 353.8 Mar 2004 JLL Hotels 353.8 (2) 5.8 359.6
NT MA Cooper, AAPI
Shares in Company Sep 2003 8.0 8.0 8.0
- 13
Cape Tribulation Resorts 100 Mar 2002 11.5 19.8. ٠ ٠. 19.8
QUD Part leasehold
Wildman River 100 Jun 2001 0.5 1.1 Mar 2004 JLL Hotels $0.5 -$ Q.1 0.6
NT Part leasehold MA Cooper, AAPI
Berdarra Island Resort 100 Jul 2004 25.6 25.6 $\overline{a}$ ٠ 25.6
αD
Cradle Mountain Resort 100 Jul 2004 11.2 11.5 ÷. ٠ 11.5
TAS Part leaschold
Dunk Island Resort 100 Jul 2004 55.3 58.6 ۰. 58.6
QLD Part leaschoid
Heron Island (including Wilson
lstand)
100 Jul 2004 44.7 44.8 44.8
QLD Leasehold
Silky Oaks Lodge
QLD
100 Jul 2004 18.5 18.6 18.6
Wrotham Park 100 Jul 2004 7.3 8.7 8,7
QLD Leasehold
Four Points by Sheraton Hotel 100 May 2000 146.1 169.9 Mar 2002 Colliers International 136.0 12.8 148.8
Sydney, NSW Leaschold R McIntosh, FAPI
Security Deposit $(7.0)$ (4)
141.8
161 Sussex St Pty Limited Loan 2.8
(5)
40 0.1
$\langle 0 \rangle$
Refer Note 6
Total Hotel & Tourism 700.5
Total Investment Properties 8,866.2

(1) Freehold, unless otherwise stated.

(2) Valuation for Ayers Rock Resort was \$360m, of which \$6.2m related to plant and equipment owned by Voyages Hotels & Resorts Pty Limited

(3) Equity in Voyages Hotels & Resorts Pty Limited.

  1. Investment properties (Continued)

(4) Security deposit held by GPT.

(5) Loan to 181 Sussex Street for purchase of business assets. Undrawn finance sociities of 181 Sussex Street at belance date total \$2 million (GPT share).

(6) Share of 161 Sussex Street property related net assets which have been included as property (refer Note 1(b)).

(7) Proporties that have been independently valued in the last twelve months are carried at that valuables, except where capital expenditure has been incurred subsequent to valuation. Properties on which side capital expenditure has been incorred and properties which have not been independently valued in the last twelve months are carried at Directors' valuation.

The basis of valuation of investment properties is fair value being the amounts for which the assets could be exchanged between willing parties in an arm's fergth transaction

General Property Trust and its Controlled Entities

Notes to Financial Statements

Consolidated
31 Dec 2004
sm
31 Dec 2003
3m
6. Investment properties (Continued).

Additions to existing investments

During the financial year ended 31 December 2004 the following additions were made to existing property investments:

Retail
Office
143.1
145.5
98.4
118.2
Mixed 133.9 98.1
Industrial 12.7 32.6
Hotel & Tourism . 22.8
452.9 370.1

Additions to property include capitalised interest on redevelopment of \$20.3 million using an interest rate of 6.9% (Dec 2003: \$17.5 million using 6.78%).

Melbourne Central

Construction commenced in November 2002 on the \$260 million redevelopment of Melbourne Central. The development has opened in progressive stages throughout 2004, and the final level 3 leisure and entertainment precinct is programmed for completion mid 2005. An expansion and refurbishment of the office tower tobby was completed in August 2004.

Macarthur Square

Construction commenced in September 2004 on the \$200 million (GPT's share \$100 million) expansion of Macarthur Square. The first stage of the development is programmed for completion in late 2005 and the second stage in early 2006.

Penrith Plaza

Construction commenced in June 2004 on the \$138 million expansion of Penrith Plaza, and is programmed for completion in late 2005.

Forestway Shopping Centre

The upgrade of Forestway was completed in March 2004. The final development cost was \$4.7 million.

Homemaker City Aspley

Construction commenced in April 2004 on the \$8 million remix of Homemaker City Aspley. This work was completed in November 2004,

Rouse Hill Town Centre

A Masterplan Development Application was approved in March 2004 for the Rouse Hill Regional Centre. Construction on the town centre component is expected to commence in mid 2005 and is programmed for completion mid 2007.

National@Docklands Stage 1 and Stage 2

Stage 1 of the new National Australia Bank ('NAB') 56,000 sqm office development in Docklands, Melbourne achieved practical completion in October 2003. Stage 2 achieved practical completion in May 2004. The end cost of the development after enhancements agreed with the NAB is expected to be approximately \$242 million.

Australia Square, Sydney

Major upgrade works to the public areas and to the Plaza Building at an estimated cost of \$12 million (GPT's share \$6 million) were completed in June 2004.

The Quad, Parkview Drive, Homebush Bay

Construction of The Quad 3 building was completed in June 2004 at a cost of \$15.8 million.

Ayers Rock Resort

During the year, a new retail outlet was added to the Outback Pioneer Hotel (\$0.5 million) and the resort conference centre was refurbished (\$0.4 million). In addition, Longitude 131 reopened after closure due to bush fire damage in October 2003. The replacement cost of Longitude 131 was fully insured, although approximately \$1.5m of enhancements were included in the rebuild at GPT's cost (primarily increased fire protection and an improved arrival area).

Four Points Hotels - Retail/Commercial Precinct

In September 2004, the Corn Exchange building which adjoins the Four Points Hotel was converted into office space. This space had previously been used for restaurant and retail uses. The cost of conversion was approximately \$2.0m. The building is now tenanted by Voyages Hotels & Resorts. In the hotel, approximately \$0.7 million was expended on the refurbishment of the main kitchen.

6. Investment properties (Continued)

Purchase of Investments

Darting Park Stage 3

In April 2004, GPT purchased the Darling Park 3 leasehold and entered a development agreement with Lend Lease Development to develop the 29,000 som final tower of the Darling Park complex. Approximately 60% of the space has been precommitted to Marsh and Mercer. Forecast cost to completion in May 2006 is \$228 million.

Homemaker City Fortitude Valley - Stage 2

In March 2004, GPT acquired a land parcel on which Stage 2 of the Homemaker City Fortitude Valley will be developed. The completed centre is being acquired for approximately \$52 million, including land. The centre is programmed for completion in early 2005.

The Quad, Parkview Drive, Homebush Bay

The Quad 4 teasehold title was acquired in June 2004 for \$2.7 million including acquisition costs. Quad 4 site forms part of the Quad Business Park complex which is being developed by GPT.

8 Herb Elliot Avenue, Homebush Bay

In August 2004, GPT purchased an investment in Homebush Bay NSW for \$8.5 million including acquisition costs.

7 Figtree Drive, Homebush Bay

In July 2004, GPT purchased an investment in Homebush Bay NSW for \$10.2 million including acquisition costs.

P&O Resorts

In July 2004, GPT in conjunction with Voyages Hotels & Resorts Pty Limited (Voyages) purchased P&O Australian Resorts, the largest owneroperator of nature-based resorts in Australia. The portfolio inckrdes Silky Oaks Lodge and the Dunk, Bedarra, Brampton, Lizard, Heron and Wilson Island resorts, all located in Queensland as well as Cradie Mountain Lodge in Tasmania. At the time of acquisition, Wrotham Park Station, located in western Queensland, was also under construction. GPT's and Voyages' investment, including acquisition and project completion costs (in respect of the new Dunk Island rooms and Wrotham Park) and working capital is approximately \$217.6 million.

Disposal of Investments

IKEA Building, Prospect

The IKEA Building Prospect was divested in November 2004 for \$7.5 million.

Homemaker City Springwood

Homemaker City Springwood was divested in November 2004 for \$13.0 million.

Joint venture investment arrangement

Sunshine Plaza

GPT and Australian Prime Property Fund Retail ('APPFR') entered into a JVIA with the Commonwealth Bank of Australia ('CBA') in 1994. Under the terms of the JVIA:

(a) A ground lease was granted to the CBA for land owned by GPT and APPFR.

(b) GPT and APPFR made deposits with the CBA and received a return on those deposits based on the income of the Centre. These deposits were repayable in 2006 or on termination of the ground lease or at its expiry.

(c) GPT had a right to terminate the ground lease each year over a five year period commencing June 2002.

The right was exercised in September 2004. A payment was made to CBA under a formula based on the valuation of the Centre at development completion (\$284 million) and termination date, and the CBA refunded the deposits made by GPT and APPFR. The total cost to unwind the JVIA was \$111.6 million (net of annual deposits, \$55.8 million GPT's share) including incidental costs. GPT's obligations in the JVIA are limited to its 50% share.

Other information

Ayers Rock Resort, P&O Resorts and Cape Tribulation Resorts

These properties (excluding Brampton and Lizard Island Resorts which currently remain owned by Voyages) are owned by GPT and leased to Voyages. The hotel businesses are owned and operated by Voyages, which is wholly owned by GPT Hotel Management Pty Limited. GPT Hotel Management Pty Limited is a company with A and B Class shares. The A Class shares of GPT Hotel Management Pty Limited carry only voting rights and they are owned by GPT Operating Company Trust on behalf of the Unitholders of GPT. The B Class shares of GPT Hotel Management Pty Limited are owned by GPT and carry the income entitlement.

Consolidated GPT
31 Dec 2004
Sm
31 Dec 2003 31 Dec 2004
Sm
3n 31 Dec 2003
Sm
6. Investment properties (Continued)

Other information (Continued)

Four Points by Sheraton Hotel

The property is wholly owned by GPT. GPT also has a 40% interest in an associated company, 161 Sussex Street Pty Limited ('the Company') which leases and operates the hotel. Starwood Pacific Hotels Pty Limited ('Starwood'), a wholly owned subsidiary of Starwood Hotels and Resorts Worldwide Inc. owns the remaining 60% interest.

In May 2000, the Company leased the hotel from GPT for ten years, with the Company having an option to extend the lease for a further term of five years. After May 2005 the lease may be terminated by GPT if the hotel is sold. The Company has provided a security deposit of \$7.0 million.

At the time of acquisition, GPT provided a loan to the Company to fund its purchase of business assets, the payment of the security deposit and initial working capital requirements. The loan balance at December 2004 was \$2.8 million. Since acquisition GPT has invested an additional \$2.6 million in equity in the Company.

7. Commitments

(a) Capital expenditure

At balance date capital expenditure approved but not provided for in the financial report:

Australia Square
1.0
5.2
1.0
5.2
Casuarina Square
1.0
0.7
1.0
0.7
Charlestown Square
1.5
1.5
u.
$\blacksquare$
Citi-West Industrial Park
3.0
3.0
÷.
Erina Fair
0.2
0.2
11 Grand Avenue, Camellia
0.6
0.6
MLC Centre
4.7
4.6
4.7
4.6
Penrith Plaza
98,0
5.7
98.0.
5.7
Plaza Parade
0.2
0.2
$\overline{\phantom{a}}$
Quad 3
8.6
8.6
۰
Quad 4
1.0
1.0
w.
۰
Riverside Centre
3.9
3.9
3.9
3.9
Sunshine Plaza
0.1
0.1
۰
Woden
1.3
0.3
1.3
0.3
Other properties
2.9
2.9
Unlisted controlled entities
530 Collins St
1.0
0.8
Austrak Business Park, Somerton
6.5
5.6
Ayers Rock Resort
0.9
$\overline{\phantom{0}}$
Darling Park Stage 3
143.9
۰
Floreat Forum
1.1
Ξ.
Homemaker City Aspley
1.5
$\vec{a}$
Homemaker City Bankstown
1.1
Homemaker City Castle Hill
2.7
Homemaker City Fortitude Valley Stage 2
7.9
Homemaker City Jindalee
2.9
Homemaker City Windsor
0.7
HSBC Centre, 580 George St
0.6
Macarthur Square
75.0
Melbourne Central
28.1
124.5
Parkmore Shopping Centre
1.4
The National, Stages 1 & 2
59.5
Wollongong Central
1.9
w.
Other properties
1.2
6.5
Investments in Associates
Darling Park and Darling Park Property Trust
4.3
Erina Property Trust
0.1
1 Farrer Place
4.9
Horton Trust
0.1
2 Park St Trust
2.1
-
392.5
112.4
242.9
36.0
Due within 1 year
321.9
241.3
103.8
34.4
Due between 1 and 5 years
1.6
70.6
8.7
1.6
392.5
242.9
112.4
41.6
Directly held investment properties

21

Consolidated GPT
31 Dec 2004
- इता
31 Dec 2003
\$m
31 Dec 2004
\$m
31 Dec 2003
\$m
7. Commitments (Continued)
Investments
ŒЙ
and 9):
At balance date deposit commitments existed in respect of interests in JVIA contracted but not provided for in the financial report (refer Notes 6
Sunshine Plaza
Due within 1 year 4.7 4.7.
Due between 1 and 5 years 9.0 9.0
127 49.7

(c) Operating leases

Estimated aggregate amount of operating lease expenditure agreed or contracted but not provided for in the financial report.

Due within 1 year 0.2 0.3
Due between 1 and 5 years 0.9 0.9 0.5 0.5
Due between 5 years and expiry date of leases n - つよ
$\sim$
0.8
3.3
----
3.8

$\boldsymbol{z}$

Consolidated GPT
31 Dec 2004
Şm
31 Dec 2003
≴m.
31 Dec 2004
Şm.
31 Dec 2003
\$m
8. Shares in Associates (Masterplanned Urban Communities)
Lend Lease (Twin Waters) Pty Limited -8.2 5.5
Lend Lease GPT (Rouse Hill) Pty Limited 3.3 1.0
11.5 6.5

Rouse Hill Regional Centre

In October 2003, a joint venture company owned 49% by GPT and 51% by Lend Lease entered into an agreement with the Department of Infrastructure, Planning and Natural Resources ('DIPNR') and Landcorn to jointly develop, under a fand management model, a regional centre at Rouse Hill. The project includes over 1,500 residential lots, a mixed use Town Centre and supporting infrastructure. GPT will develop and own the Town Centre, consisting of a retail market place, home living retail, commercial and learning space.

Twin Waters Resort

In October 2003, a joint venture company owned 49% by GPT and 51% by Lend Lease acquired the Twin Waters Resort and golf course for redevelopment into a resort and residential community. The re-development will include 370 dwellings, whilst the golf course, central and leisure facilities are to be on-sold to specialist operators.

9. Other assets

Deposits
Deposits at cost - Sunshine Plaza 74.6 74.6
Loans to Associates
Lend Lease (Twin Waters) Pty Limited 16.5 16.7
Lend Lease GPT (Rouse Hill) Pty Limited 8.1 $-2.9$
24.6 19.6
Loans to Voyages Hotels & Resorts Pty Limited
Working Capital Loan 18.5 10.9
Acquisition Loan 48.1 48.1
66.6 10.9 48.1
Leasing Costs
Leasing costs at cost 5.3 3.1
Less accumulated amortisation (0.5) (0.3)
4.8 2.8
96.0 105.1 50.9 74.6

Reconciliation

Reconciliations of the carrying amounts of other assets at the beginning and end of the current and previous financial year are set out below.

Carrying amount at start of the financial year 105.1 88.8 74.6 70.0
Additions / (Repayments) to Deposits (74.6) 4.6 (74.6) 4.6
Additions to Loans to Associates 5.0 19.6 $\overline{\phantom{a}}$
Additions / (Repayments) to Loans to Voyages Hotels & Resorts Pty Limited 55.7 (7.9)
Additions to Leasing Costs 4.8 -2.8
Carrying amount at end of the financial year 96.0 105.1 2.8 74.6

The Sunshine Plaza JVIA with the Commonwealth Bank of Australia was terminated on 30 September 2004.

GPT has provided Voyages with a working capital loan which was drawn to \$18.5 million at December 2004 and an acquisition loan of \$48.1 million to fund its purchase of Brampton and Lizard Island Resorts. It is anticipated that GPT will acquire Brampton and Lizard Island Resorts from Voyages in 2005 and Voyages will repay the acquisition loan at that time.

10. Payables - Current

Trade creditors 180.8 135.4 80.2 66.8
Creditors - other 3.0 3.3 21 1.3
- related party 0.1 2.2 0.1 2.2
Loans from controlled entities 26.5
Responsible Entity's fee 8.2 6.4 4.9 40
192.1 147.3 87.3 100.9

23

General Property Trust and its Controlled Entities

Notes to Financial Statements

Consolidated GPT
31 Dec 2004
\$m
31 Dec 2003
\$m
31 Dec 2004
\$m
31 Dec 2003
\$m
11. Interest bearing liabilities - Current
Short and Medium Term Notes (refer Note 1(e) and Note 20) 940.0 775.0 940.0 775.0
Commercial Bills (refer Note 1(e) and Note 20) 131.6 130.0
1,071.6 775.0 1,070.0 775.0
12. Provisions
Distributions payable 112.9 105.3 112.9 105.3
13. Interest bearing liabilities - Non-current
Medium Term Notes (refer Note 1(e) and Note 20) 1,502.0 1,227.0 1,502.0 1,227.0
CPI Coupon Indexed Bonds 125.0
1,627.0
125.0
1,352.0
125.0
1,627.0
125.0
1,352.0
4. Contributed equity
2,016,716,610 (Dec 2003; 1,949,716,610) units 4,598.5 4,400.8
Movements in units at issue price
Consolidated
31 Dec 2004
Number of Amorumuk art
Units
millions
Issue Price
\$m
Balance at the beginning of the financial year
New issues:
1,949.7 4,400.8
Private placement
Proceeds from issue of units (net of transaction costs)
67.0 200.3
(2.6)
Less: distribution entitlement relating to pre issue
Balance at the end of the financial year
Consolidated
31 Dec 2003 $\cdots$
$\sim$ Number of
Units
millions
Amount at
Issue Price
Sm
Balance at the beginning of the financial year
New issues:
1,949.7 4,400.8
Balance at the end of the financial year 1.949. . 4.400.8

Ordinary Units

Ordinary units entitle the holder to participate in distributions and the proceeds on winding up of the Trust in proportion to the number of and amounts paid on the units held.

On a show of hands every holder of ordinary units present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each unit is entitled to one vote.

Notes to Financial Statements
Consolidated GPT
31 Dec 2004
Зm
31 Dec 2003
3m
31 Dec 2004
5m
31 Dec 2003
Sm
.

15. Asset revaluation reserve

Nature and purpose of reserve

Asset revaluation reserve

The asset revaluation reserve is used to record increments and decrements on the revaluation of non-current
assets, as described in accounting policy Note 1(d). The reserve is predominantly comprised of unrealised gains resulting from the revaluation of the Trust's property investments. The balance, or any part of the balance, standing to the credit of the reserve may be transferred to the Trust's distributions. During the financial year \$15.6 million (Dec 2003: \$NII) was transferred to distributions.

Balance at the beginning of the financial year 907.1 672.1 907.1 672.1
Increases/(decreases):
Directly held investment properties
Citi-West Business Estate Ξ (1.9) (1.9)
Australia Square (9.3) (9.3)
Bonner House 2.9 1.7 2.9 1.7
Borec House $0.1 -$ 0.1
11 Grand Ave, Camelia ٠ 2.1 $\blacksquare$ 2.1
Casuarina Square 61.4 $\blacksquare$ 61.4 ٠
Charlestown Square 53.6 51.5 53.6 51.5
Charlestown Convenience Centre (0.1) (0.1)
Dandenong Plaza 2.0 2.0
Erina Fair 33.9 24.3 33.9 24.3
15 Berry Street, Granville ٠ 0.8 ÷. 0.8
19 Berry Street, Granville ٠ 1.6 ٠ 1.6
MLC Centre (22.5) ä, (22.5) $\overline{a}$
Penrith Plaza 129.2 17.7 129.2 17.7
Plaza Parade (1.0) 0.4 (1.0) 0.4
Riley Square 0.2 $\overline{\phantom{0}}$ 0.2
Quad 1, Homebush 1.0 $\blacksquare$ 1.0 u.
Quad 2, Homebush 2.9 $\bullet$ 2.9
Sunshine Plaza 41.0 4.6 41.0 4.6
Woden Plaza 90.8 31.0 90.8 31.0
Reserves attributable to controlled entities
Ayers Rock Resort 10.2
Wildman River (0.5) ÷.
Carlingford Court $21.2 -$
Chimside Park $33.5^{\circ}$ 10.4
Wollongong Central 33.3 20.0
Floreat Forum (0.7)
Forestway Shopping Centre 11.7 Ď,
Macarthur Square 40.4 18.4
Melbourne Central (3.5) $\blacksquare$
Parknore Shopping Centre 42.9 $\overline{a}$
Homemaker City Bankstown ÷ 4.4
Homemaker City Cannon Hill ÷, 1.2
Castle Hill Homemaker City (6.4) $\omega^{\text{th}}$
Homemaker City Fortitude Valley 0.5
Homemaker City Jindalee 6.9 6.2
Homemaker City Maribymong ٠ 8.7
IKEA Building, Prospect 0.5
Springwood Homemaker City (4.0) $\blacksquare$
10 & 12 Mort Street (1.0)
530 Collins Street & 120 King Street ÷, (3.2)
179 Elizabeth Street ÷, 10.1
HSBC Centre, 580 George St
The National, Stage 1
2.3
The National, Stage 2 7.3
5.1
GEM Trusts 190.0 76.2
GPT Hotel Trust 9.7

General Property Trust and its Controlled Entities

Notes to Financial Statements

Consolidated GPT
31 Dec 2004 31 Dec 2003 31 Dec 2004 31 Dec 2003
Sm \$m \$m \$m
15. Asset revaluation reserve (Continued)
Reserves attributable to Associates
Brisbane Transit Centre 4.0 4.0
Darting Park (9.5) (7.7) (9.5) (7.7)
Erina Fair 17.0 12.1 17.0 12.1
1 Farrer Place (4.0) ۰ (4.0) ÷
Horton Parade/Maroochydore Superstore 3.7 0.2 3.7 0.2
Citigroup Centre 18.2 18.2
Net increase in valuations 594.8 235.0 594.8 235.0
Transfer (to) / from Distribution:
Net book profit on sale of IKEA Building, Prospect 0.9 -0.9
Costs associated with merger proposals (16.5) (16.5)
Net transfer to Distribution (15.6) (15.6)
Balance at the end of the financial year 1,486.3 907.1 1,486.3 907.1
16. Total equity
This represents amounts subscribed for units and options
together with total reserves resulting in a net tangible asset
backing of \$3.02 (Dec 2003:\$2.73) per unit based on the
number of GPT current units. 6,093.4 5,315.5 6,093.4 5,315.5
17. Notes to the Statement of Cash Flows
Reconciliation of net operating income to net cash provided by operating activities
(a)
Net operating income 426.4 420.2 426,4 420.2
Loss/(gain) on disposal of properties (0.9)
Amortisation of leasing fees 0.5 0.3 0
Net decrease in provisions:
Provision for doubtful debts (0.2) 0.3
Interest capitalised (20.3) (17.6) (20.3) (17.6)
Net cash provided by operating activities before
changes in assets and liabilities 405.7
Responsible Entity's fee 1,8 402.6
(2.2)
406.2
0.8
402.9
(1.8)
(Increase)/decrease in receivables 9.4
(12.7) (3.3) 9.7
Increase/(decrease) in payables (4.7) (13.1) 12.5 6.0
Net cash provided by operating activities 390,1 396.7 416.2 416.8
Reconciliation of Cash
(b)
Disclosed in Statement of Financial Position as:
Cash 50.9 44.0 45.2 42.5
18. Earnings per unit
Basic earnings per unit - (cents)
21.3 21.6
(Net operating income including book profits divided by
weighted average number of units)
Basic earnings per unit - (cents) 22.0 21.6
(Net operating income excluding book profits and costs associated with merger
proposals divided by weighted average number of units)
Weighted average number of ordinary units on issue during the reporting period
used in the calculation of basic earnings per unit - (millions) 2,004.8 1,949.7
Consolidated
31 Dec 2004
\$m
31 Dec 2003
Sm
9. Investments in controlled entities and Associates
Interest Contribution to
Name of Entity % net operating income
Parent entity
General Property Trust 73.6 121.9
Controlled entities
GPT Hotel Trust 100
Ayers Rock Resort Trust 100 42.5 33.2
GPT Hotel (Darling Harbour) Trust 100. 14.4 13.3
GPT Industrial Trust (formerly known as Wales House Trust) 100
GPT Industrial (Somerton) Trust 100 2.4
GPT Pty Limited 100
GPT Residential Trust (formerly GPT Office Trust) 100
GPT Residential (Rouse Hill) Trust 100
GPT Residential (Twin Waters) Trust 100 0.4
GPT Subsidiary Holding Trust 1.3
GEM Retail Property Trust 100
Homemaker Retail Property Trust 100 62.7 61.5
Whitnall Pty Ltd 100 35.0 32.0
100
GEM Commercial Property Trust 100 (1.7) 1.4
Growth Equities 530 Collins Street Trust 100 24.7 24.4
Growth Equities 580 George Street Trust 100 17.7 16.9
New Property Investment Trust No. 1 100 5.6 5.5
GEM Allendale Trust 100
GPT Victoria Harbour No 1B Trust 100
GPT Victoria Harbour No 1A Trust 100 10.7 2.1
GPT Victoria Harbour No 2B Trust 100
GPT Victoria Harbour No 2A Trust 100 5.6
Melbourne Central Holdings Pty Ltd 100
Melbourne Central Unit Trust 100 43.2 44.3
Melbourne Central Custodian Pty Ltd 100
264.5 234.6
Associates
Erina Property Trust 50 7.5 4.8
Darling Park Trust 50 22.2 19.4
Darling Park Property Trust 50 14.3 14.1
1 Farrer Place Trust 50 16.2 0.6
Horton Trust 50 1.2 1.0
Roma Street Trust 50 5.1 5.1
Lend Lease GPT (Rouse Hill) Pty Limited 49 $\sim$ .
Lend Lease Twin Waters Resort Pty Limited 49 1.2 0.1
2 Park Street Trust 50 20.1 19.5
161 Sussex St Pty Limited 40 0.5
88.3 (0.9)
63.7

All equity interests, as described in Note 6, issued by GPT and its controlled entities are ordinary interests.

All Associates have a reporting period of 30 June, except for Horton Trust and 161 Sussex St Pty Limited which have a reporting period of 31 December.

426.4

420.2

General Property Trust and its Controlled Entities

Notes to Financial Statements

Consolidated
31 Dec 2004
Sm
31 Dec 2003
\$m
19. Investments in controlled entities and Associates (Continued)
Reserves attributable to Associates
Asset revaluation reserve
Balance at the beginning of the financial year 56.3 33.5
Revaluations during the financial year 11.2 22.8
Balance at the end of the financial year 67.5 56.3
Movements in carrying amount of investments in Associates
Carrying amount of investments at the beginning of the financial year 1.209.3 882.9
Net operating income attributable to associates 88.3 63.7
Less: Distributions received/receivable (88.3) (63.7)
Incidental costs on acquisition
Issue of equity 19.0 303.6
Redemption of equity
Share of movements in asset revaluation reserve 11.2 22.8
Carrying amount of investments at the end of the financial year 1,239.5 1.209.3
Summary of the financial position of Associates
The recognised amounts of aggregate assets and liabilities
of associates are:
Assets 1.294.3 1,248.9
Liabilities (54.8) (40.6)
Share of net assets of Associates 1,239.5 1,208.3
Incidental costs on acquisition prior to latest revaluation of Associates' assets 1.0
Carrying amount of investments at the end of the financial year 1,239.5 1,209.3
Share of Associates' capital expenditure commitments - refer Note 7
Share of Associates' financing facilities - refer Note 6

$28$

Consolidated
------------- 31 Dec 2004
5m
.
31 Dec 2003
Sm
20. Finance facilities

Bank stand-by facilities

The Trust has stand-by facilities of \$400 million (Dec 2003: \$400 million) to provide licuidity backup for the Short Term/Medium Term Note Programme which were not utilised at balance date. \$200 million matures on 30 April 2005 and a further \$200 million matures on 22 May 2005. It is anticipated that it will be possible to extend all facilities.

400.0

400.0

Short Term Note / Medium Term Note Programme

The Short Term/Medium Term Note Programme ('the Programme') is a revolving, non-underwritten, debt programme. The Programme provides flexible short term and medium term funding to enable the Trust to fund commitments and to act promptly on investment opportunities. The Programme can be terminated at the discretion of the Trust and is unsecured. The value of the notes issued under the Programme is limited by the Trust constitution. The constitution limits the amount of debt to no more than 40% of the total assets. At 31 December 2004 the percentage of debt to total assets is 29.7%. The Trust issued \$250 million 18 month callable Medium Term Notes in August 2004 which the Trust may call and cancel after 6 months or investors may call if GPT is downgraded to a 'BBB+' or lower,

Maximum amount of Short Term Notes on issue during the financial year 790.0 595.0
Amount of Short Term Notes outstanding at the end of the financial year 615.0 595.0
Maximum amount of Medium Term Notes on issue during the financial year 1.827.0 1.407.0
Amount of Medium Term Notes outstanding at the end of the financial year 1.827.0 1,407.0

Commercial Bills

On 28 July 2004, the Trust obtained a \$500 million Bridging Finance Facility which will expire on 28 July 2005. As at 31 December 2004, \$130 million has been drawn down.

On 7 September 2004, the General Property Trust / Austrak Joint Venture obtained a \$5 million (GPT's Share \$2.5 million) Bill Facility to fund the capital expenditure requirements of Austrak Business Park, Somerton. This facility is secured by a mortgage over Austrak Business Park, Somerton. As at 31 December 2004, \$3.2 million (GPT's Share \$1.6 million) has been drawn down.

CPI Coupon Indexed Bonds

On 10 December 1999, the Trust issued CPI Coupon Indexed Bonds totalling \$125 million. The securities will expire on 10 December 2029 and have a current coupon of 6.95%. The coupon compounds quarterly at the rate of CPI.

Finance Facilities as at 31 December 2004

FIXED INTEKEST MATURING IN
Notes Total Non-Interest
bearing
Floating
interest rate
1 year or less Over 1 year
to 5 years
More than 5
years
\$m \$m \$m Şm Şm \$m
Financial assets
Cash and deposits 50.9 50.9
Receivables 4 58.9 58.9
109.8 58.9 50.9 $\overline{\phantom{m}}$
Weighted average interest rate 5.2%
Financial liabilities
Interest bearing liabilities 11, 13 2,698.6 1,778.6 100.0 620.0 200.0
Trade and other payables 10 192.1 192.1
Interest rate swaps (1,475.0) (50.0) 1,345.0 180.0
Forward start interest rate swaps (1,100.0) $\overline{a}$ (450.0) (650.0)
Forward start interest rate swap maturities 1.100.0 50.0 350.0 700.0
2,890.7 192.1 303.6 (350.0) 1,665.0 1,080.0
Weighted average interest rate 5.8% 4.7% 5.7% 5.6%
Net financial liabilities (2,780.9) (133.2) (252,7) 350.0 (1,665.0) (1,080.0)

Unrealised losses on interest rate swaps totalling \$15.5 million (Dec 2003: \$3.8 million unrealised losses) have not been recognised in the financial statements as it is intended the Trust will retain these swaps to maturity.

The net fair value of all other financial assets and liabilities approximates their carrying value.

20. Finance facilities (Continued)

Finance facilities as at 31 December 2003

FIXED INTEREST MATURING IN
Notes Total Non-Interest
bearing
Floating
interest rate
1 year or less Over 1 year
to 5 years
More than 5
years
\$m \$m \$m \$m \$m \$m
Financial assets
Cash and deposits 44.0 44.0
Receivables 4 46.0 46.0
90.0 46.0 44.0
Weighted average interest rate 4.8%
Financial liabilities
Interest bearing liabilities 11, 13 2.127.0 1.217.0 100.0 610.0 200.0
Trade and other payables 10 147.3 147.3
Interest rate swaps (730.0) 190.0 640.0 (100.0)
Forward start interest rate swaps (435.0) (285.0) (100.0) (50.0)
Forward start interest rate swap maturities 435.0 185.0 250.0
2,274.3 147.3 487.0 5.0 1,335.0 300.0
Weighted average interest rate 5.7% 5.7% 5.9% 6.5%
Net financial liabilities (2, 184.3) (101.3) (443.0) (5.0) (1, 335.0) (300.0)

30

Notes to Financial Statements
Year ended 31 December 2004

$\mathcal{L}$

Retail
\$m
Office
\$m
Industrial
\$m
Hotel and
Tourism
\$m
Masterplanned Urban
Communities
\$m
Consolidated
\$m
21. Segment information
Primary reporting - business segments
Year ended 31 December 2004
Total segment revenue
Share of net profit of Associates
Unallocated revenue
Revenue from ordinary activities
403.2
8,7
198.1
77.3
27.3
$\omega$
60.4
1,1
1.6
1.2
690.6
88.3
1.9
780.8
Segment result
Responsible Entity's fee and other
Borrowing costs
Costs associated with merger proposals
Net operating income
288.5 225.7 23.0 61.7 2.8 601.7
(40.1)
(118.7)
(16.5)
426.4
Segment assets
Unallocated assets
Total assets
4.772.2 3,092.6 330.6 725.9 36.1 8,957.4
139.6
9,097.0
t
Segment liabilities
Unallocated liabilities
Total liabilities
113.8 33.6 3.5 8.3 0.1 159.3
2,844.3
3,003.6
Investments in Associates 146.2 1,047.8 $\mathbf{a}$ 9,4 36.1 1,239.5
Additions to investment properties 369.2 228.5 34.1 180.3 812.1
Additions included in shares to Associates and other assets 55.7 10.0 65.7
Year ended 31 December 2003
Total segment revenue
Share of net profit of Associates
Unallocated revenue
Revenue from ordinary activities
359.8
5.8
182.4
58.5
21.7 48.0
(0.7)
0.1 611.9
63.7
46.0
721.6
Segment result
Responsible Entity's fee and other
Borrowing costs
Net operating income
266.7 195.2 18.5 47.0 0.1 527.5
(27.1)
(80.2)
420.2
Segment assets
Unallocated assets
Total assets
3,817.9 2,971.7 292.5 534.3 26.2 7,642.6
52.5
7,695.1
Segment liabilities
Unallocated liabilities
Total liabilities
68.5 49.9 $4.8\,$ 4.0 127.2
2,252.4
2,379.6
Investments in Associates 124.5 1,050.5 8.2 26.1 1,209.3
Additions to investment properties 201.0 419.8 83.1 30.7 734.6
Additions included in shares to Associates and other assets 26.1 26,1

22. Transactions with Lend Lease Group

The Responsible Enlity of the Trust is GPT Management Limited, a wholly owned subsidiary of Lend Lease Corporation Limited.

Details of the Responsible Entity's fee are disclosed in Note 3. The Responsible Entity's immediate and ultimate holding company is Lend Lease Corporation Limited.

All dealings between the Trust and Lend Lease Corporation Limited and its controlled entities and related parties ('Lend Lease') are on normal commercial terms and conditions and material dealings are reviewed by the Audit and Risk Management Committee. All contracts are subject to commercial appraisal, on a basis acceptable to the Responsible Entity, by an external valuer or a qualified external party approved by the Responsible Entity.

The following transactions have taken place with the Lend Lease Group during the financial year:

Consolidated GPT
31 Dec 2004 31 Dec 2003 31 Dec 2004 31 Dec 2003
\$m \$m \$m Şm
Capital expenditure in relation to contracts for development,
refurbishment and upgrades
256.9 242.0 105.6 127.4
Purchase of Darling Park Stage 3 30.0 0.9 0.9
Property management including property maintenance and
insurance
30.0 28.0 16.9 15.1
Rental income from Lend Lease Group 5.7 8.2 5.7 8.2
Income guaranteed by Lend Lease under development and
sale agreements
0.2 0.4
GPT's share of Associates Responsible Entity
fee / (reimbursement)
(0.6) 1.6

Lend Lease Group companies or trusts managed by a Lend Lease Group company held units in the Trust at 30 June 2004 as follows:

31 Dec 2004
Units
31 Dec 2003
Units
GPT Management Ltd as Trustee and Responsible Entity
for the GPT Split Trust 20.832.742 22.109.712
Lend Lease Corporation Limited 17,300,373

32

23 Executives' & Directors' Disclosures

(a) Compensation Policy

Directors and Senior Executives

All GPT Management Limited directors, executives and employees are paid by Lend Lease Corporation. GPT Management Limited receives a fee for managing GPT.

Lend Lease's Compensation and Benefits Policy is determined by the Lend Lease Board's Personnel and Organisation Committee (P&O Committee). The policy is to reward Senior Executives with market competitive compensation and benefits, taking into account the performance of the individual, GPT and Lend Lease. In assessing these benchmarks, Lend Lease takes account of expert advice and the relevant external comparators in the real estate and related sectors.

Lend Lease's approach to executive compensation is to provide a balance of fixed and performance based cash elements with an emphasis on increasing 'at risk' compensation for Senior Executives and Executive Directors. Outlined below are the elements and the philosophy behind them.

Compensation paid by Lend Lease is designed to be appropriate and competitive on such issues as incentives, pensions, superannuation and other benefits.

Base Salary

Salaries are set at competitive levels, targeted at median against comparable companies, with annual reviews to reflect market conditions and personal performance. For guidance, the P&O Committee and various business based executives use information available in published job matched surveys of similar companies. As appropriate, they also commission surveys to supplement the published information. To ensure proper process is followed for all senior executives, all proposed packages for direct reports of the Lend Lease Executive Management Team members require prior approval from the Lend Lease Chief Executive Officer (CEO).

The salaries of the Executive Directors and Specified Executives are set by the P&O Committee. These are determined in July of each year. The Committee is assisted in this review by the Lend Lease Corporation CEO and the Head of Human Resources.

Short Term Incentives (STIs)

Annual bonus payments are based upon actual achievement measured against challenging financial, corporate and individual performance targets approved by the P&O Committee. Although the performance criteria are different for each executive, the principles are similar and involve assessment of performance across three areas:

Financial - achievement of profitability, earnings, total shareholder return and other relevant financial targets;

Personal - achievement of personal objectives related to specific non-financial business targets; and

Environment, Health and Safety - a number of Senior Executives are also measured and rewarded according to the Group's

performance on Environment, Health and Safety Key Performance Indicators and their personal commitment to them.

If the full target bonus is eamed, annual cash compensation will normally reach the upper quartile of the relevant employment market. Annual bonuses may be awarded in a number of ways:

Cash

Shares or awards issued under Lend Lease Employee Share Plans (ESP).

Long Term Incentives (LTIs)

The current Long Term Incentives were introduced and approved by the Board in 1999 and updated and extended in 2001, 2002, 2003, and 2004.

LTI grants are normally made in July each year and are based on competitive remuneration practice. Grants also depend upon personal contribution and potential, and are designed to retain and motivate high performing and key executives. The LTIs are in the form of an Australian dollar figure 'grant', which is notionally 'invested' over time to deliver value depending on:

whether the executive remains with the Group - if the executive resigns before vesting, the grant will lapse;

whether performance hurdles are achieved over the plan period - if the hurdles are not achieved, the grant will lapse; and
the performance of the Lend Lease share price - the vakie of the grant on maturity, assuming perfor be determined in part by the rise in the Lend Lease share price. Current plans have burdles which require above median performance against a basket of Lend Lease's peer group companies (with 25% vesting at median performance rising to 100% at 75th percentile).

LTIs are a cash programme with payments made upon maturity if performance hurdies are met.

Under the 2001 and 2002 LTIs, a Senior Executive's initial dollar 'grant' is normally allocated equally, or otherwise at the discretion of the Senior Executive or Board, between:

Performance Shares (PSs) - the value of these will rise or fall with the value of Lend Lease shares; and

Share Appreciation Rights (SARs) - these are payable only if the price of Lend Lease shares at the date of maturity is higher than at the date of the grant. The Senior Executive will receive nothing in respect of these rights if the share price is lower than the price at the date of the grant.

23 Executives' & Directors' Disclosures (Continued)

(a) Compensation Policy (continued)

Long Term Incentives (LTIs) (continued)

For the purposes of the allocation, PSs are attributed a value equivalent to the Lend Lease share price at or about the date of the allocation, while SARs are valued at approximately one third of PSs, which reflects their greater risk profile.

Under the 2003 and 2004 LTI, the initial grant was made solely in PSs.

Refention Awards

When the Board believes that an employee is an outstanding performer and that Lend Lease Corporation and its shareholders will gain from incentivising him or her to remain with Lend Lease, a retention award may be made.

Superannuation/Pension Plans

Pension plan arrangements are in place. In the past, Senior Executives (and other employees) joined either a defined benefit or a defined contribution plan. Entry into all defined benefit plans has now ceased across the Group. All new Executive Directors and Senior Executives have the opportunity to join defined contribution plans.

Non Executive Directors

Compensation Policy

Directors' fees have been set at \$60,000 per annum for each Director covering all GPT Management board duties. The Chairman's fees are two times the standard fees paid to a Director and the Chairman of the Audit & Risk Management Committee receives an additional \$20,000 per annum. Other members of the Audit & Risk Management Committee receive \$15,000 per annum. These Directors' fees are only payable to non executive directors other than Eric Goodwin, who receives remuneration from Lend Lease on a per diem basis under a separate consultancy agreement.

All Directors' fees are paid by GPT Management and not by GPT.

Peter Joseph, Málcolm Latham, Ken Moss and Elizabeth Nosworthy received additional amounts for the period from 24 May 2004 to 17 November 2004 of \$180,000, \$72,000, \$60,000 and \$60,000 respectively for considerable additional work undertaken in relation to the Lend Lease Corporation/GPT merger proposal. For the period from 6 August 2004, supplementary per diem fees of \$2,000 have been paid to Mr Latham, Mr Moss and Ms Nosworthy, and \$6,000 has been paid to Mr Joseph, for preparation for and attendance at each substantive meeting. Additional overseas travel time is paid at \$2,000 per day.

Brian Norris is a non executive director of Lend Lease Real Estate investments Limited and receives remuneration from Lend Lease in that capacity. Mr Norris is also entitled to a retirement benefit (2004: \$208,967) from GPT Management equal to the total of the Director's fees paid to him during the three year period prior to his retirement. No other directors are entitled to retirement benefits.

23 Executives' & Directors' Disclosures (Continued)

(b) Remuneration Details

Details of the remuneration of the directors of GPT Management Limited and specified executives of GPT for the year ended 31 December 2004 are set out in the following tables:

Short
Term
Primary
Long
Term
Post Employment Equity Other Benefits Total
Salary &
Fees
incentive
Bonus 3
s
incentive
Bonus
s
Non
Monetary
Super-
annuation
Retirement
Benefits
ESP/Other
ŝ
Termination Prescribed Dec 2004
Specified Directors
Executive Directors
Non Continuing
Ross Taylor (appointed 28
April 2004, retired 24
November 2004) 1 426,100 450,917 259,501 3,733 39,650 o 18,941 O 0 1,198,842
426,100 450,917 259,501 3,733 39,650 Ð 18.941 û 1,198,842
Non Executive Directors 2
Continuing
Peter Joseph - Chairman
Eric Goodwin (appointed 24
258,750 258,750
November 2004) 4,000 4,000
Malcolm Latham 132,000 132,000
Ken Moss 140,000 140,000
Brian Norris 80,000 80,000
Elizabeth Nosworthy 135,000 Ű 135,000
Non Continuing 749,750 0 0 G. o O O a. 749,750
Richard Longes - Chairman
(retired 24 November 2004) 110,000 110,000
Total Specified Directors 110.000 Ð
450,017
θ. ō a ٥ 8 e ū 110,000
1,285,850 259,501 3,733 39,650 ۰ 13,941 ū ű 2,058,592

Employed by Lend Lease Management Services Limited. Disclosure refers to the period of time served as a Director on the GPT Board. Bonuses and other
payments have been pro-rated over this time unless camed directly within businesses for Lend Lease.

$\overline{2}$ з

Salary and Fees for Non Executive Directors includes fees for altending, chairing and travelling to Board and Board Committee meetings.
All Short Term Incentive bonuses have been paid in cash and based upon the performance year ended 30 June 2004, as the six months to 31 December 2004 is not determinable at reporting date.

Short
Term
Primary
Long
Term
Post
Employment
Equity Other Benefits Total :
Specified Executives Salary &
Fees
-5
Incentive
Bonus 1
Incentive
Bonus
Non
Monetary
Super-
annuation
ESP/Other Termination Prescribed Other Dec 2004
s
Continuing
Nic Lyons - CEO
Michael O'Brien - Fund
455,632 377,025 212,034 6,400 38,992 12,807 ٥ 0 0 1,102,890
Manager 339,835 169,137 54,366 12.233 29,730 13,931 ٥ 0 o 619,232
Kieran Pryke - CFO
Donna Byrne - Investor
Relations and Marketing
259,253 91,599 25,497 6,400 22,441 10,405 0 0 o 415,595
Manager
James Coyne - General
Counsel and Secretary
182,379 66,502 14,255 0 15,555 7.295 0 Ð
٠
0 285,986
(appointed 1 July 2004) 108,970 28,806 0 75 8,233 4,362 0 0 0
,346,069 733,069 306,152 25,108 114,951 48,800 o 0 0 150,446
2,574,149
Non Continuing
Michael Neilson - General
Counsel and Secretary (retired
30 June 2004) 122,187 49,047 Ð 9,166 10,452 5,255 18,574 ٥ Đ. 214,701
122.187 49.047 û 9,186 10,452 5,255 18,574 0 214,701
Total Specified Executives 1,468,256 782,116 306,152 34.294 125,403 54,055 18,574 Т 0 2,788,850

All Short Term incentive bonuses have been paid in cash and based upon the performance criteria as outlined in section 23a. Bonuses relate to the full $\ddagger$ year ended 30 June 2004, as the six months to 31 December 2004 is not determinable at reporting data.

23 Executives' & Directors' Disclosures (Continued)

(c) Long Term Incentives

Performance Shares (PS), Retention Shares and Stock Appreciation Rights (SAR) Year Ended 31 December 2004

Service
Criteria
Performance
Criteria
Incentive
Granted 1
Grant
Date
Expiry or
Exercise
Date
Exercise Price 2 Number
Granted
awaru varue
at Grant
Date
Specified Executives
Nic Lyons Criteria 1 Criteria 2 PS July 2003 June 2006 NA 23.816 203.520
Criteria 1 Criteria 2 PS July 2004 June 2007 N/A 41,477 428,395
Michael O'Brien Criteria 1 Criteria 2 PS July 2003 June 2006 NIA 7.723 65.997
Kieran Prvke Criteria 1 Criteria 3 LLC July 2002 June 2005 NA. 3.987 41,864
Criteria 1 Criteria 3 SAR July 2002 June 2005 10.50 13,955 41,864
Donna Byme Criteria 1 Criteria 3 LLC. July 2002 June 2005 NA 2.229 23.405
Criteria 1 Criteria 3 SAR July 2002 June 2005 10.50 7.802 23.405
James Covne Nil ΝiΙ ΝIΙ Nil Níl Nil Nil

Performance Shares (PS), Retention Shares (LLC) or Stock Appreciation Rights (SAR).

Performance and Retention shares do not have an exercise price, as they are paid out at the share price at exercise date.

Ross Taylor is not included due to retiring from the Board 24 November 2004.

Criteria 1: Forfeiture on resignation or termination. Pro-rata on other service cessation.

Criteria 2: Total Shareholder Return (TSR) of Lend Lease Corporation Shares at or above median when compared to the TSR for 18 comparator organisations.

Criteria 3: Dependent upon the executive remaining with Lend Lease until the vesting date.

(d) Equity Holdings and Transactions

GPT Unitholdings Year Ended 31 December 2004

Units Hold 1 Units Received Other Net
Change to
Units Held
Jan 2004 DS.
Remuneration
Units 31 Dec 2004
Non Executive Directors
Peter Joseph 50,000 50,000
Eric Goodwin (appointed 24
November 2004) Ni ΝW
Makotm Latham 13,195 13,195
Richard Longes (retired 24
November 2004) 1 15,702 N/A
Ken Mass 25,000 25,000
Brian Norris 4,097 4,097
Elizabeth Nosworthy 5,000 5,000
Specified Executives
Nic Lyons Nil Nil
Michael O'Brien Nil
Kieran Pryke 53 53
Donna Byrne 10,000 (10,000)
James Coyne Nil ΝîΙ
Michael Nellson (retired 30 June
$2004$ 1 NI N/A
123,047 0. (10, 000) 97,345

Holding not disclosed as at 31 December 2004 due to retirement from the board during the year.

Ross Taylor's holdings have not been disclosed due to his period of service on the Board faiting during the 2004 year.

(e) Service Agreements

Specified Executive Directors and Executives

The major provisions of the service agreements held with the specified Executive Directors and Executives are as follows:

  • there are no fixed terms of agreement;
  • standard notice periods apply;
  • remuneration is reviewed annually. Refer to Note 23a for further details and conditions;
  • executives are eligible for STIs. Refer to Note 23a for further details and conditions;
  • executives are eligible for LTIs. Refer to Notes 23a and 23c for further details and conditions;

Unless otherwise stated termination payment includes base salary for remainder of notice period not served (up to 12 months), pro-rated STI entitlements and LTI entitlements per LTI rules.

Specified Non Executive Directors

Independent Directors are endorsed by Unitholders upon appointment and every three years thereafter.

24. International Financial Reporting Standards

The Trust will prepare its audited financial statements for the half year ending 30 June 2005 and the year ending 31 December 2005 in compliance with Australian equivalents to International Financial Reporting Standards (IFRS). The financial statements for 2004 will be the last annual financial statements to be prepared according to Australian generally accepted accounting practices (AGAAP). The financial statements for the half year ending 30 June 2005 and the year ending 31 December 2005 will include comparative amounts that have been restated to comply with the Australian equivalents to IFRS. Most adjustments required on transition to IFRS will be made retrospectively against opening retained earnings on 1 January 2004.

GPT Management Limited, the Responsible Entity of the Trust, started a project to address IFRS conversion in early March 2003, under the management of its Chief Financial Officer. IFRS training of personnel has been initiated and will continue during 2005. The differences between AGAAP and IFRS identified to date as potentially having a significant effect on GPT's financial performance and financial position are summarised below.

Investment properties
Initial impact on retained earnings at I
Investment properties will continue to be measured at fair value however, movements
In fair value will be recognised in the Statement of Financial Performance instead of
January 2004 being recorded directly in equity.
Volatility in future earnings Certain real estate investments currently classed as investment property, such as
properties under construction, may not meet the IFRS definition of investment
property. Therefore, a separate class of assets may be shown on the Statement of
Financial Position.
Lease incentives GPT will recognise the aggregate cost of incentives in the form of cash, rent free
Initial impact on retained earnings at I
January 2004
periods or lessee owned fitout as a reduction of rental income over the lease term on
a straight line basis unless another systematic basis is representative of the time
May change the timing on the recognition of pattern over which the benefit of the leased asset is diminished.
lease rental încome
Lease rental income GPT may be required to recognise rental income under leases which contain fixed
Initial impact on retained earnings at 1 increases (even if those fixed increases are a proxy for CPI) on a straight line basis
January 2004 unless another systematic basis is representative of the time pattern over which the
May change the timing on the recognition of. benefit of the leased asset is diminished.
lease rental income
Units on issue Units on issue may be classed as debt under the new definition of financial liability.
Initial impact on balance sheet at 1 January This arises because GPT has a fixed life of 80 years from the date of establishment
2004 under its Trust Deed even though that life can be extended.
Units may be reclassified as debt
Hedging
Initial impact on retained carnings at 1 GPT currently uses derivative contracts to economically hedge exposures to interest
rates. Under current Australian Accounting Standards, all derivative contracts are
January 2005 accounted for as hedges.
Volatility in future earnings
New assets and liabilities recognised Under IFRS, all derivative contracts, whether used for hedging purposes or not, with
be required to be carried on the statement of financial position at fair value.
For derivative contracts that do not quality for hedge accounting GPT will be required
to recognise any subsequent changes in fair value in the statement of financial
performance. In order to qualify for hedge accounting strict requirements over hedge
designation, documentation and effectiveness must be satisfied. Derivative contracts
that qualify for hedge accounting will be accounted for as cash flow or fair value
hedges.
Cash flow hedges are measured at fair value with changes in fair value recorded in
equity, to the extent that the hedge is deemed effective, until the hedged transaction
occurs. Any ineffective portion is recorded in the statement of financial performance
immediately.
Fair value hedges are measured at fair value with changes in fair value recorded in
the statement of financial performance. Any offsetting changes in fair value of the
Accounting policies designated hedged item are also recorded in the statement of financial performance.
Changes in accounting policies will be recognised by restating comparatives rather
than making current year adjustments with note disclosure of prior year effects.

24. International Financial Reporting Standards (Continued)

The differences described above should not be regarded as a complete list of changes in accounting policies that will result from the transition to IFRS. Regulatory bodies that promulgate AGAAP and IFRS have significant ongoing projects that could affect the differences between AGAAP and IFRS described above and the impact of these differences relative to the entity's financial reports in the future. For these reasons it is not yet possible to quantify the impact of the transition to IFRS on the Group's financial position and reported results.

While the application of IFRS may introduce volatility into GPT's reported results this will not affect GPT's cash position or the distributions that it pays to unitholders. In April 2004, unitholders approved an amendment to the GPT Constitution which enables GPT to continue to distribute underlying earnings rather than its accounting income as determined under IFRS.

25. Matters subsequent to the end of the financial year

Takeover Proposal from Stockland

On 8th November 2004, the Stockland Group announced an unsolicited takeover offer for GPT, the offer is subject to a number of conditions. As at 10th February 2005 Stockland had received acceptances of less than 0.9% of GPT units and has extended the time for acceptance of its offer to 4th March 2005.

26. Other Information

Commencement date of the Trust

The Trust was constituted on 27 November 1970.

Life of the Trust

The Trust ends on the earlier of the 80th anniversary of the date of its establishment; the date determined by GPT Management as the date on which the Trust is to be terminated; and the date on which the Trust is terminated under GPT Constitution or by law,

The principal activities of the Trust

GPT was established to provide a vehicle for investors to own a share in a diversified portfolio of Australian property. During the financial year the Trust principally invested in property investments.

Policies for investments and borrowings by the Trust

The Trust invests in investment grade property to achieve income combined with the opportunity for capital growth for investors over a period of years. Investments in land and buildings are purchased at independent valuation plus acquisition costs. Investments in returbishments and upgrades are at cost.

Deposits made under development agreements are at normal commercial money market terms.

Under the terms of the Trust Constitution, the Trust may borrow money unsecured or secured by the investments of the Trust. Trust borrowings at 31 December 2004 totalled \$2,698.6 million which is approximately 29.7% (Dec 2003: 27.6%) of total assets. This is within GPT's current policy range of 20-30% of total assets.

Property jointly owned

Retail

Erina Fair is owned 50% by the Trust, through its interest in the property and its 50% interest in Erina Property Trust. The other 50% is owned by Lend Lease Real Estate Investments Limited ('LLREI'), on behalf of the Unitholders in the Australian Prime Property Fund Retail ('APPFR').

Macarthur Square is owned 50% by the Trust. The remaining 50% of Macarthur Square is held by LLREI on behalf of the Unitholders in the APPFR

The Trust and LLREI have an equal interest in Sunshine Plaza. LLREI holds the interest on behalf of the Unitholders in the APPFR.

Horton Parade and the Maroochydore Superstore Plaza are owned 50% by the Trust through its 50% interest in Horton Trust. The remaining 50% of Horton Trust is held by LLREI on behalf of the Unitholders in the APPFR.

Plaza Parade in Maroochydore is owned 50% by the Trust. The remaining 50% of Plaza Parade is held by LLREI on behalf of the Unitholders in the APPFR.

26. Other Information (Continued)

Property jointly owned (continued)

Office

Australia Square is owned 50% by the Trust. The remaining 50% is owned by Paladin Australia Limited on behalf of the Unitholders in the Deutsche Office Trust.

The Trust has a 50% interest in Stage 1 and 2 and Cockle Bay Wharf of the Darling Park Complex. This interest comprises a 50% interest in the Darling Park Trust (through GEM Commercial Property Trust) which holds a 60% interest in the Complex and a 50% interest in Darling Park Property Trust (through GEM Commercial Property Trust) which holds a 40% interest in the Complex. An additional 50% interest in the Complex is held by funds comprising the remaining 50% interest in the Darling Park Trust owned by the Onyx Property Group, and the remaining 50% interest in Darling Park Property Trust is owned by AMP Capital Investors Limited on behalf of the AMP Wholesale Office Fund.

The MLC Centre is owned 50% by the Trust. The remaining 50% is owned by Queensland Investment Corporation.

Citigroup Centre is owned 50% by the Trust. The remaining 50% is owned by Macquarie Office Management Limited on behalf of the Unitholders in the Macquarie Office Trust.

1 Farrer Place is owned 50% by the 1 Farrer Place Trust, of which GPT has a 50% interest and the other 50% being owned by LLREI on behalf of the Unitholders in the Australian Prime Property Fund Commercial ('APPFC'). The remaining 50% is owned by Deutsche Asset Management (Australia) Limited on behalf of the Unitholders of Deutsche Office Trust.

Industriat

The Austrak Business Park is owned 50% by GPT (through the GPT Industrial Trust) with the remaining 50% being owned by Austrak AFM Pty Ltd.

Mixed

The Brisbane Transit Centre is owned by the Roma Street Trust. Roma Street Trust and the B Class shares of Roma Street Operations Pty Limited are owned 50% by the Trust. The remaining 50% interest in Roma Street Trust is held by LLREI on behalf of the Unitholders of APPFC.

Hotel & Tourism

The Trust owns a 40% interest in the assets of 161 Sussex Street Pty Limited. The remaining 60% interest is held by Starwood Pacific Hotels Pty Limited.

Masterplanned Urban Communities

The Trust has a 49% interest in the Twin Waters Resort (through the GPT Residential (Twin Waters) Trust. The remaining interest is held by Lend Lease Development Pty Limited.

The Trust has a 49% interest in the residential and communities facilities components of the Rouse Hill Regional Centre project (through the GPT Residential (Rouse Hill) Trust. The remaining interest is held by Lend Lease Development Pty Limited.

Buy-back arrangement

As the Trust is listed buy-back arrangements are not required.

Bonus issues

No bonus issues were made during the year.

Directors' Declaration

The directors of the Responsible Entity declare that the financial statements and notes of the Trust and its controlled entities (the consolidated entity) set out on pages 9 to 39:

  • (a) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements and
  • (b) give a true and fair view of the Trust and the consolidated entity's financial position as at 31 December 2004, and of their performance as represented by the results of their operations and their cash flows, for the financial year ended on that date.

In the directors' opinion:

  • (a) the financial statements and notes are in accordance with the Corporations Act 2001, and
  • (b) there are reasonable grounds to believe that the Trust will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the directors.

rept

Director GPT Management Limited

Sydney February 2005

  1. . . . . . . . . . . . . . . . . . .

Director

40

PriceWATERHOUSE(COPERS ®

Independent audit report to the unitholders of General Property Trust

PricewaterhouseCoopers ABN 52 780 433 757

Darling Park Tower 2 201 Sussex Street GPO BOX 2650 SYDNEY NSW 1171 DX 77 Sydney Australia www.pwc.com/au Telephone +61 2 8266 0000 Facsimile +61 2 8266 9999

Matters relating to the electronic presentation of the audited financial report

This audit report relates to the financial report of General Property Trust (the trust) for the financial year ended 31 December 2004 included on General Property Trust's web site. The directors of GPT Management Limited (the responsible entity) are responsible for the integrity of the General Property Trust web site. We have not been engaged to report on the integrity of this web site. The audit report refers only to the financial report identified below. It does not provide an opinion on any other information which may have been hyperlinked to/from the financial report. If users of this report are concerned with the inherent risks arising from electronic data communications they are advised to refer to the hard copy of the audited financial report to confirm the information included in the audited financial report presented on this web site.

Audit opinion

In our opinion, the financial report of General Property Trust:

  • gives a true and fair view, as required by the Corporations Act 2001 in Australia, of the financial position of General Property Trust and the General Property Trust Group (defined below) as at 31 December 2004, and of their performance for the year ended on that date. and
  • is presented in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, and the Corporations Regulations 2001.

This opinion must be read in conjunction with the rest of our audit report.

Scope

The financial report and directors' responsibility

The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for both General Property Trust (the trust) and the General Property Trust Group (the consolidated entity), for the year ended 31 December 2004. The consolidated entity comprises both the trust and the entities it controlled during that year.

The directors of GPT Management Limited (the responsible entity) are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.

PRICEWATERHOUSE COPERS ®

Audit approach

We conducted an independent audit in order to express an opinion to the unitholders of the trust. Our audit was conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected. For further explanation of an audit, visit our website http://www.pwc.com/au/financialstatementaudit.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the trust's and the consolidated entity's financial position, and of their performance as represented by the results of their operations and eash flows.

We formed our audit opinion on the basis of these procedures, which included:

  • examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report, and
  • assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.

When this audit report is included in an Annual Report, our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

Our audit did not involve an analysis of the prudence of business decisions made by directors or management.

Independence

In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

Kiawateluloopo

PricewaterhouseCoopers

Richard Deutsch Partner

Sydney 10 February 2005

Appendix 4E

Preliminary final report

Introduced 31/12/2003.
Name of entity
GENERAL PROPERTY TRUST
ABN or equivalent company
reference
Full year ended ('current period')
58 071 755 609 31 December 2004
Results for announcement to the market \$A'm
Revenues from ordinary activities (1) 5.3%
up
692.5
to.
Adjusted for the proceeds on disposal of Springwood
& Prospect in 2004 and the disposal of units in listed
property trust in 2003, revenues increased by 9.0% in
2004.
Profit (loss) from ordinary activities after tax attributable to
members
up $1.5\%$ to
426.4
Explanation - Refer ASX announcement
Net profit (loss) for the period attributable to members 1.5%
up
426.4
tο
Explanation - Refer ASX announcement
Distributions Amount per security Franked amount per
security
Final distributions 11.1 N/A
Interim distributions (six months) 10.9 N/A
Record date for determining entitlements to the June quarter
distribution
22 February 2005
Date on which the December quarter distribution is payable 25 February 2005
Distribution Reinvestment Programme
The Distribution Reinvestment Programme does not currently apply.

(1) Please note that the share of net profits from associates has been excluded from Revenues from ordinary activities.

NTA backing Current period Previous
corresponding
period
Net tangible asset backing per ordinary security \$3.02 \$2.73

Control gained or lost over entities during period

Name of entity (or group of entities)

Date of gain or loss of control

Interests in entities which are not controlled entities

Name of entity Percentage of ownership
interest held at end of period or
date of disposal
Contribution to net profit (loss)
Equity accounted
associates and joint
venture entities
Current
period
Previous
corresponding
period
Current period
\$A'm
Previous
corresponding
period - \$A'm
Roma Street Trust 50% 50% 5.1 5.1
Erina Property Trust 50% 50% 7.5 4.8
Horton Trust 50% 50%. $1.2\,$ 1,0
Darling Park Trust 50% 50% 22.2 19.4
Darling Park Property
Trust 50% 50% 14.3 14.1
2 Park Street Trust 50% 50% 20.1 19.5
161 Sussex Street
Pty Ltd 40% 40% 0.5 (0.9)
1 Farrer Place Trust 50% 50% 16.2 0.6
Lend Lease GPT (Rouse 49% 49%
Hill) Pty Limited
Lend Lease (Twin 49% 49% 1.2 0.1
Water) Pty Limited
Total 88.3 63.7

Details of aggregate share of profits (losses) of associates and joint venture entities

associates' and
ioint I
Group's share of
venture entities':
Current period
A\$ m
Previous
corresponding
period - A\$ m
Share of net profit (loss) of associates and joint
ventures entities.
88.3 63.7

To be read in conjunction with the most recent annual financial report.

Current period - Previous
A\$m corresponding period
- A\$ m
1.1 Revenues from ordinary activities (see items
$1.23 - 1.25$
692.5 657.9
1.2 Expenses from ordinary activities (see items
1.26 & 1.27
(235.7) (221.2)
1.3
1.4
Borrowing costs
Share of net profits (losses) of associates
(118.7) (80.2)
and joint venture entities 88.3 63.7
1.5 Profit (loss) from ordinary activities
before tax
426.4 420.2
1.6 Income tax on ordinary activities (see note 4)
1.7 Profit (loss) from ordinary activities after
tax
426.4 420.2
1.8 Profit (loss) from extraordinary items after tax
(see item 2.5)
1.9 Net profit (loss) 426.4 420.2
1.10 Net profit (loss) attributable to outside + equity
interests
1.11 Net profit (loss) for the period attributable
to members
426.4 420.2
Non-owner transaction changes in equity
$1.12 -$
1.13
Increase (decrease) in revaluation reserves
Net exchange differences recognised in
579.2 235.0
1.14 equity
Other revenue, expense and initial
adjustments recognised directly in equity
(attach details)
1.15 Initial adjustments from UIG transitional
provisions
1.16 Total transactions and adjustments
recognised directly in equity (items 1.12 to
1.15)
579.2 235.0
1.17 Total changes in equity not resulting from
transactions with owners as owners
1,005.6 655.2

Condensed consolidated statement of financial performance

Earnings per security (EPS) Current period Previous
corresponding
period
1.18 Basic EPS
after
(losses)/gamma
disposal of properties
on 21.3c 21.6c
Basic EPS before
(losses)/gains
disposal of properties
on 22.0 c 21.6c
1.19 Diluted EPS N/A N/A

Notes to the condensed consolidated statement of financial performance

Profit (loss) from ordinary activities attributable to members

Current period - Previous
A\$ m corresponding period
- A\$ m
1.20 Profit (loss) from ordinary activities after
tax ( item $1.7$ )
426.4 420.2
1.21 Less (plus) outside + equity interests
1.22 Profit (loss) from ordinary activities
after tax, attributable to members
426.4 420.2

Revenue and expenses from ordinary activities

Current period - Previous
AS m corresponding period
- AS m
1.23 Revenue from sales or services
1.24 Interest revenue 11.4 95
1.25 Other relevant revenue
Renti 660.6 605.9
Share of net profits from associates 88.3 63.7
Other
Proceeds on disposal of properties 20.5
Proceeds on disposal of units in listed
property trust 41.2
Other income 1,3
1.26 Details of relevant expenses
Rates, taxes & other property outgoings 146.4 138.2
Repairs and maintenance 11.0 9.1
Provision for doubtful debts 0.1 0.5
Audit and accounting fees 0.8 0.8
Borrowing costs 118.7 80.2
Responsible Entity's fee 35.5 25.6
Other 5.8 5.8
Book value of property investments sold 19.6
Costs Associated with merger proposals 16.5
Book value of units in listed property trust 41.2
1.27 Depreciation and amortisation excluding
amortisation of intangibles (see item 2.3)
Capitalised outlays
1.28 Interest costs capitalised in asset values
20.3 17.5
1.29 Outlays capitalised in intangibles (unless
arising from an + acquisition of a business)

Consolidated retained profits

Current period -
AS m
Previous
corresponding period
- A\$ m
1.30 1 Retained profits (accumulated losses) at
the beginning of the financial period
7.6. 0.7
1.31 Net profit (loss) attributable to members
(item 1.11)
426.4 420.2
1.32 Net transfers from (to) reserves (details if
material)
18.2
1.33 Net effect of changes in accounting
policies
1.34 Dividends and other equity distributions
paid or payable
(443.6) (413.3)
1.35. Retained profits (accumulated losses)
at end of financial period
8.6 7.6

Intangible and extraordinary items

Consolidated - current period
Before tax
A\$m
Related tax
$A\$ m
Related
outside
Amount (after
tax)
(a) (b) + equity
interests
A\$ m
attributable to
members
A\$m
(d)
2.1 Amortisation of goodwill (c)
2.2 Amortisation of other
intangibles
2.3 Total amortisation of
intangibles
N/A N/A N/A N/A
2.4 Extraordinary items
(details)
2.5 Total extraordinary
items
N/A N/A N/A N/A

Comparison of half year profits

  • $3.1$ Consolidated profit (loss) from ordinary activities after tax attributable to members reported for the 1st half year (item 1.22 in ÷, the half yearly report)
  • $3.2$ Consolidated profit (loss) from ordinary activities after tax attributable to members for the 2nd half year
Current period -
A\$ m
Previous year-
A\$ m
216.5 208.6
209.9 211.6
Condensed consolidated statement
of financial position
At end of current
period
$A\$ $m$
As shown in last
annual report
A\$ m
Current assets
4.1 Cash 50.9 44.0
4.2 Receivables 58.9 46.0
4.3 Other (provide details if material) 13.5 14.6
4.4 Total current assets 123.3 104.6
Non-current assets
4.5 Investments (equity accounted) 1,239.5 1,209.3
4.6 Other investments 7,734.2 6,381.2
4.7 Total non-current assets 8,973.7 7,590.5
4.8 Total assets 9,097.0 7,695.1
Current liabilities
4.9 Payables 192.1 147.3
4.10 Interest bearing liabilities 1,071.6 775.0
4.11 Provisions exc. tax liabilities 112.9 105.3
4.12 Total current liabilities 1,376.6 1,027.6
Non-current liabilities
4.13 Interest bearing liabilities 1,627.0 1,352.0
4.14 Total non-current liabilities 1,627.0 1,352,0
4.15 Total liabilities 3,003.6 2,379.6
4.16 Net assets 6,093.4 5,315.5
Equity
4.17 Capital/contributed equity 4,598.5 4,400.8
4.18 Reserves 1,486.3 907.1
4.19 Retained profits (accumulated losses) 8.6 7.6
4.20 Equity attributable to members of the 6,093.4 5,315.5
parent entity
4.21 Outside + equity interests in controlled
entities
4.22 Total equity 6,093.4 5,315.5
4.23 Preference capital included as part of 4.17

$\blacksquare$

Condensed consolidated statement of cash flows

Current period Previous
AS m corresponding
period - A\$ m
Cash flows related to operating activities
5.1 Receipts from customers 698.5 610.2
5.2 Payments to suppliers and employees (276.2) (186.7)
5.3 Distributions received from associates 90.9 56.3
54 interest and other items of similar nature received 9.4 14.4
5.5 Interest and other costs of finance paid (132.5) (97.5)
5.6 Net operating cash flows 390.1 396.7
Cash flows related to investing activities
5.7 Payment for purchases of property, plant (748.5) (732.1)
and equipment
5.8 Proceeds from sale of property, plant and
equipment
95.1
5.9 (Increase) in other financial assets (65.7) (22.8)
5.10 Net investing cash flows (719.1) (754.9)
Cash flows related to financing activities
5.11 Proceeds from borrowings 771.9 766.0
5.12 Repayment of borrowings
5.13 Dividends paid (436.0) (409.4)
5.14 Net financing cash flows 335.9 356.6
5.15 Net increase (decrease) in cash held 6.9 (1.6)
5.16 Cash at beginning of period 44.0 45.6
(see Reconciliation of cash)
5.17 Exchange rate adjustments
5.18 Cash at end of period
(see Reconciliation of cash) 50.9 44.0

Reconciliation of cash

Reconciliation of cash at the end of the period (as
shown in the consolidated statement of cash flows) to
the related items in the accounts is as follows.
Current period
A\$ m
Previous
corresponding
period - A\$ m
6.1 Cash on hand and at bank 50.9 44.0
6.2 Deposits at call
6.3 Bank overdraft
6.4 Other (provide details)
6.5 Total cash at end of period (item 5.18) 50.9 44.0

Other notes to the condensed financial statements

Ratios Current period Previous
corresponding
period
7.1 Profit before tax / revenue
Consolidated profit (loss) from ordinary
activities before tax (item 1.5) as a
percentage of revenue (item 1.1)
61.6% 63.9%
7.2 Profit after tax $/$ + equity interests
Consolidated net profit (loss) from
ordinary activities after tax attributable to
members ( item 1.11 ) as a percentage of
equity (similarly attributable) at the end of
the period (item 4.22)
7.0% 7.9%

Dividends (in the case of a trust, distributions)

$8.1$ Date the dividend (distribution) is payable 25 February 2005

8.2 *Record date to determine entitlements to the dividend (distribution) (ie, on the basis of proper instruments of transfer received by 5.00 pm if +securities are not +CHESS approved, or security holding balances
established by 5.00 pm or such later time permitted by SCH Business Rules if +securities are +CHESS approved)

22 February 2005

Amount per security

Amount per
security
Franked
amount per
security at
$%$ tax
Amount per
security of
foreign
source
dividend
9.1
9.2
(Preliminary final report only)
Final dividend:
Current year
11.1c
10.7c
N/A
N/A
N/A
Previous year
(Half yearly and preliminary final reports)
N/A
9,3 Interim dividend: Current year 10.9 c N/A N/A
9.4 Previous year 10.5c N/A N/A

Total dividend (distribution) per security (interim plus final)
(Preliminary final report only)

Current year Previous year
10.1 + Ordinary securities 22.0c 21.2c
10.2 Preference securities N/A N/A

Issued and quoted securities at end of current period

Category of + securities Total number Number quoted Issue
price per
security
Amount
paid
UD.
per
security
*Ordinary securities 2,016,716,610 2,016,716,610 N/A N/A

Compliance statement

$\mathbf{1}$ This report has been prepared in accordance with AASB Standards, other AASB authoritative pronouncements and Urgent Issues Group Consensus Views or other standards acceptable to ASX (see note 12).

Identify other standards used

audited.

------
.
---------
____
__
_________
a series and the contract of the contract of the contract of the contract of the contract of the contract of the

$\overline{2}$ This report, and the 'accounts upon which the report is based (if separate), use the same accounting policies.

П

  • 3 This report does give a true and fair view of the matters disclosed (see note 2).
  • This report is based on 'accounts to which one of the following applies. (Tick one) The *accounts have been The 'accounts have been

4

5

The 'accounts are in the - 1 process of being audited or subject to review.

The *accounts have not yet been audited or reviewed.

subject to review.

The entity has a formally constituted audit committee.

Sign here: (Director/Company Secretary) James Anthony Coyne Print name:

Date: $10^{12}/05$

31/12/2003