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ANNUAL REPORT 2009
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2 CHAIRMAN’S REPORT 4 YEAR AT A GLANCE 6 CEO’S REPORT 12 OPERATIONAL REPORT – Australian Retail – Australian Office – Australian Industrial/Business Parks – Australian Funds Management – Other Investments
34 CORPORATE RESPONSIBILITY 44 INVESTOR RELATIONS 46 CORPORATE GOVERNANCE 58 FINANCIAL REPORTS 58 The GPT Group – Directors’ Report – Financial Report
174 GPT Management Holdings – Directors’ Report – Financial Report
223 SUPPLEMENTARY INFORMATION 227 DIRECTORY

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CHAIRMAN’S REPORT
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2009 was a year of great change and great progress for GPT. We started the year in a market which was struggling with the global financial crisis and a business which had begun a process of restructuring and repositioning. I am pleased to say that we have ended the year a simpler business, with a clear strategy and a vigorous desire to return to our roots and focus our energies on the high quality portfolio which has always been at the heart of GPT.

For the Board, investors, and the property sector generally, the past two years have brought some unprecedented challenges. As outlined in the 2008 Annual Report, the cyclical economic downturn progressed with unprecedented speed and led to a range of challenges – for funding and for property income and values. GPT was not immune to these issues.

In 2008 we made many difficult decisions which set GPT on a path to greater financial strength, a simplified business and a reinvigorated Board and management. With further deterioration in the credit market, and global economic environments impacting property returns and investor sentiment, the first half of 2009 saw us make slow progress on our desire to exit offshore investments and further reduce our gearing.

Responding to the evolving environment continued to be essential as the year progressed and in May we were one of the first property groups to announce a second capital raising, providing the opportunity to accelerate the Group’s exit from the Joint Venture with Babcock & Brown. An In Specie Dividend of the European component of the Joint Venture in August retained any future upside for investors.

Over the course of the year over $1 billion of non–core assets were sold, including the US retail assets and European funds management businesses, contributing to reduced gearing (23.5% at December). The strengthening of our financial position has been reflected in increased credit ratings.

We have no need to refinance any debt until the end of 2012 – a great position to be in while markets remain fragile and debt expensive. In addition we have clarified our gearing and distribution policies, ensuring that we are able to balance our future funding needs with a sustainable return to investors.

We exceeded our guidance, with realised operating income for the year of $375.8 million, $10.8 million above our guidance. This was a good result in a challenging environment. Consistent with our strategy to return GPT to an Australian focus, Australian investments now represent over 90% of the business’ real estate investments.

I was appointed Chairman at the Annual General Meeting (AGM) in May 2009, replacing Peter Joseph who stepped down from the Board at that time. Malcolm Latham also retired from the Board in May. Malcolm and Peter dedicated many years to GPT and the interests of investors and we thank them for their contribution.

In May, we also welcomed Lim Swe Guan (a Government of Singapore Investment Corporation nominee) and Michael Cameron, our newly appointed Chief Executive Officer, to the Board and appointed Rob Ferguson as Director and Deputy Chairman. Further changes to the Board were announced with the appointment of Brendan Crotty and Eileen Doyle as

1 Ken Moss, Chairman 3 818 Bourke Street, Melbourne 2 2 Wollongong Central, NSW

I am pleased to say that we have ended the ~~“~~ year a simpler business, with a clear strategy and a vigorous desire to return to our roots and focus our energies on the high quality portfolio which has always been at the heart of GPT.

” 3

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Directors (in December 2009 and February 2010 respectively). With new Directors in place and Rob now having built a solid understanding of the business, I will step down at the 2010 Annual General Meeting, and it is intended that Rob will take on the role of Chairman (subject to ratification of his appointment as a Director by investors). Ian Martin will not stand for re–election and will also leave the Board at that time.

As outlined by Peter Joseph (GPT’s previous Chairman) at the Annual General Meeting in 2009, as a Board, we acknowledge that the security price performance of GPT has been disappointing and that investors suffered as a result.

The changes we have made, including the renewed Board, acknowledge that performance and represent an opportunity for the Group to move forward. The reconstituted Board provides an appropriate balance between continuity and change, and a strong mix of skills and experience to take GPT into the future.

A reinvigorated team, led by Michael Cameron who commenced with GPT on 1 May, and a range of management changes to streamline our structure were also put in place during the year, providing us with an appropriate level of resourcing for a simpler, Australian based business.

2009 was a pivotal year. One which saw us continue to restructure and reposition GPT to reflect the Group’s heritage and strengths – our quality, diversity, scale and great culture which is firmly based in Australia. We recognise this has been a painful process for investors but believe it will reap benefits

as a more transparent and stable income stream, with significantly less risk, emerges.

GPT owns one of Australia’s highest quality diversified property portfolios and we are committed to returning GPT to a pre–eminent Australian real estate business. The acquisition of an interest in Highpoint Shopping Centre in Victoria and progress on developments in the Brisbane CBD and Charlestown NSW are exciting opportunities to enhance GPT’s portfolio and contribute to future returns for investors.

In 2009 we dealt with many issues and established a platform from which to grow again. Entering 2010 we have a strong base for the future and we will now build on our domestic business as we consolidate the changes made over the course of 2009. Our management team has worked hard to achieve so much over the course of the year and should be commended for their efforts and their focus in repositioning the business.

In closing, I would like to thank our investors for their support and assure you of the ongoing efforts of the Board and management to maximise the performance of GPT’s portfolio and to provide stable and consistent returns.

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Ken Moss Chairman The GPT Group

THE GPT GROUP ANNUAL REPORT 2009

YEAR AT A GLANCE

RESULTS SUMMARY

$375.8 million realised operating income $0.69 net tangible assets per security (NTA) 4.5 cents distributed per security (DPS)

$9.2 billion total assets

$2.5 billion total liabilities 23.5% gearing (headline)^

4,810 million new securities issued

FIVE YEAR PERFORMANCE SUMMARY

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YEAR ENDED 31 DECEMBER 2005 2006 2007 2008 2009
Total assets M $10,431.7 $12,001.9 $13,966.9 $13,029.8 $9,163.4
Total liabilities M $4,058.4 $4,559.8 $5,671.5 $6,217.5 $2,495.0
Net assets M $6,373.3 $7,442.1 $8,295.4 $6,812.3 $6,668.4
Realised operating income M $492.3 $558.6 $605.1 $468.8 $375.8
Securities in issue (‘000) 2,016,717 2,041,531 2,099,614 4,467,363 9,277,585
Distribution per security cents 24.4 27.5 28.9 17.7 4.5
Borrowings as % of total assets 35% 36% 36% 33.7%^ 23.5%^
Net asset backing per security $3.16 $3.60 $3.86 $1.43 $0.69
Closing market price at 31 December $4.10 $5.60 $4.04 $0.92 $0.61
GPT one year return 16.7% 45.2% (23.4%) (74.9%) (14.4%)
LPT ASX one year return 12.5% 34.0% (8.4%) (54.0%) 7.9%
All ordinaries one year return 21.1% 25.0% 18.0% (40.4%) 39.6%
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^ On a net debt basis

3 2–4 Harvey Road, Kings Park, NSW 5 4 Dandenong Plaza, VIC

Wollongong Central, NSW

1 Australia Square, Sydney 2 1 Farrer Place, Sydney

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THE GPT GROUP ANNUAL REPORT 2009

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CEO’S REPORT
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GPT’s Australian portfolio consists of high quality real estate in the retail, office and industrial/business park sectors. An extensive funds management and development platform complement this focus.

The last couple of years have been disappointing for investors, however we have made significant progress in stabilising GPT in 2009. We ended the year with a business which is clean, transparent and in good shape for the future. Building on the progress achieved by the GPT team early in 2009, our priority since my appointment in May has been the restoration of confidence and trust in GPT.

Over the course of the year, GPT has made progress on a number of key initiatives that have materially enhanced the Group’s position and outlook. It has been a year of reinvigoration, returning the Group to what it does best: owning, managing and developing high quality Australian real estate.

The team is proud of its scorecard, achieving the following in 2009:

qü Balance sheet strengthened
qü Covenant risk removed
qü Near term financing risk removed
qü Credit rating improved
qü Renewal of Board and senior management team
qü Exit from the Babcock & Brown Joint Venture
qü Refined strategy articulated
qü $1.1 billion non–core asset sales announced
qü Revised capital management policies in place
qü 2009 operating earnings guidance exceeded

YEAR OF REINVIGORATION

On 6 August 2009, I presented the vision for a reinvigorated GPT firmly focused on a future in Australia. The refined strategy, based on active ownership of Australian retail, office and industrial/business park real estate, is aimed at increasing returns to Securityholders, capitalising on the Group’s competitive advantages of scale, quality, diversity and culture, and improving the security price over the next five years.

GPT’s strategy includes the divestment of its offshore and non–core investments. The strategy builds on the Group’s strong track record, whilst leveraging GPT’s demonstrated ability to diversify its capital sources through its successful wholesale funds management business. The strategy reasserts the principles of innovation, excellence and governance established by the late Dick Dusseldorp, the founder of GPT almost 40 years ago.

SIGNIFICANT PROGRESS ON STRATEGY

In June 2009, GPT raised $1.7 billion through a 1:1 entitlement offer to institutional and retail Securityholders and an institutional placement. The proceeds were used to reduce GPT’s debt, significantly strengthen the balance sheet and improve liquidity. The recapitalisation of the balance sheet also removed the Group’s covenant and refinancing risks. GPT now has no material refinancing needs until late 2012 and has gearing of approximately 23.5% at December, amongst the lowest in the sector.

1 Michael Cameron, CEO and Managing Director 3 MLC Centre, Sydney 6 2 Rouse Hill Town Centre, NSW

~~“~~ Through active management, GPT is known for its quality assets and ability to continually respond to customer and market needs in innovative and insightful ways. ~~”~~

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The Group has now exited the majority of non–core portfolios and offshore positions.

Asset sales announced in 2009 total $1.1 billion and include:

The resort assets, excluding Ayers Rock Resort;
The Group’s 80% interest in the Hamburg Trust business;
Homemaker City Windsor, Cannon Hill & Mt Gravatt;
Floreat Forum Shopping Centre;
European warehoused assets;
Four Points by Sheraton Hotel in Sydney; and
The GPT Halverton business.

In August, GPT finalised its exit from the European component of its Joint Venture with Babcock & Brown by way of a Dividend In Specie of shares in BGP Holdings, to GPT Securityholders. The European Joint Venture comprised GPT’s ordinary equity and preferred equity interests in BGP Investment Sàrl, a Luxembourg based company that indirectly owns the Joint Venture’s European investments. The disposal of the remainder of the Joint Venture, a US retail portfolio consisting of 16 shopping centres, was achieved in December.

In addition to the renewal of the Board, and reflecting the needs of a simplified business, the Chief Financial Officer and General Manager Joint Venture left the Group in September 2009. A new Chief Financial Officer was appointed together with a new Group Treasurer and Deputy Chief Financial Officer. These senior management changes, along with a focus on a reinvigorated business model and streamlined organisation design, will benefit GPT as we move into 2010 with a simpler and more transparent business.

Internally, a number of initiatives are progressing, including a refresh of GPT’s brand, reflecting a simplified business focused on ‘creating and sustaining environments that enrich people’s lives’. Work is underway to revitalise GPT’s head office work space at the MLC Centre in Sydney to better reflect the Group’s brand and values, and to enhance the team’s ability to innovate and continue to create world leading property assets. The Group has undertaken a program to connect with its customers and tenants via regular briefings and feedback forums, and implemented an improved performance management and development program to enhance the growth and productivity of GPT employees.

GPT will ultimately sell the remaining non–core assets, being Ayers Rock Resort and the US Seniors Housing Portfolio, however the Group’s strengthened balance sheet enables GPT to retain these high quality assets until market conditions improve.

THE GPT GROUP ANNUAL REPORT 2009

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CEO’S REPORT
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CAPITAL MANAGEMENT

In May 2009 the Group’s balance sheet was strengthened and exposure to covenant breaches removed, with $1.7 billion in capital raised. The proceeds were used to reduce GPT’s debt and unwind the Group’s excess offshore interest rate hedges. Proceeds from the non–core asset sale program and the sell down of $143 million of the Group’s interest in its two Australian wholesale funds further enhanced the strength of the balance sheet.

FINANCIAL PERFORMANCE

GPT’s borrowings reduced from $5 billion at December 2008 to $2.2 billion, reflecting a gearing ratio of 23.5%, well below the Group’s covenant level of 40%. The current weighted average interest rate across GPT’s debt is 6.83% (after fees and margins) and the weighted average term is 3.3 years. The increased cost of debt reflects increases in funding costs as lenders have increased margins in a constrained credit environment.

Realised operating income of $375.8 million for the 12 months to December 2009 was above guidance contained in the Prospectus and Product Disclosure Statement provided to investors in May 2009.

Despite this, ongoing writedowns in property values in line with a depressed property market resulted in a loss under the financial reporting standards of $1,070.6 million.

At 31 December 2009, GPT had $2.5 billion of liquidity available in cash and through committed undrawn debt facilities. This level of liquidity places GPT in a strong position to cover short–term capital commitments and loan expiries. GPT’s next major loan expiry is in October 2012, with the expiry of the second tranche of GPT’s bank syndicated facility at that time.

The distribution for 2009, of 4.5 cents per security, was in line with the Group’s May 2009 Prospectus and Product Disclosure Statement. This was down on the previous year’s distribution of 17.7 cents per security, reflecting poor market conditions and the issue of 4,810 million additional securities through the year under the $1.7 billion capital raising undertaken in May.

Net Tangible Assets per security (NTA) reduced to $0.69 (from $1.43 at December 2008). While this measure was impacted by valuation reductions for real estate generally, the issue of additional securities was the key driver of this dilution. As a result of the capital raising undertaken in May, securities on issue more than doubled, to over 9.2 billion, at the close of 2009.

During 2009 the Group benefited from an increase in its credit ratings. In June, Moody’s advised that it had improved GPT’s long–term issuer and senior unsecured ratings to Baa2 from Baa3 and improved the short–term rating to P–2 from P–3. A second upgrade to Baa1 from Moody’s occurred in December. In August, Standard & Poor’s raised GPT’s long–term issuer and senior unsecured ratings to BBB+ (positive outlook) from BBB and short–term ratings were raised to A–2 from A–3. Standard & Poor’s reaffirmed its positive outlook in December.

3 19 Berry Street, Granville, NSW

1 Erina Fair, NSW 8 2 Citigroup Centre, Sydney

Solid performance from GPT’s Australian real estate assets was achieved in 2009, demonstrating the overall resilience of the Group’s large, high quality domestic Portfolio.

As announced in December, GPT finalised a review of its capital management policy and announced the Group would implement revised distribution and gearing policies from 2010 onwards. This will more effectively align GPT’s capital management framework with its refined business strategy, reflect a more sustainable distribution level, and ensure a prudent approach to managing the Group’s gearing through cycles.

Under the revised distribution payout policy, GPT will distribute the greater of:

i) 70–80% of realised operating income (excluding development profits), and;

ii) taxable income.

This policy will operate from the March quarter distribution of 2010. For the Group’s financial year ending December 2010, GPT will distribute an estimated 80% of realised operating income, assuming no material change in market conditions.

BUSINESS PERFORMANCE

Solid operating metrics remain across the Portfolio including generally high levels of occupancy and limited expiry in the near term, providing a solid base for future growth. Details of each Portfolio’s 2009 performance can be found later in this Annual Report.

A focus on streamlining costs was also a priority in 2009, in line with a simplified business structure. A major project commenced during the year to implement enhanced operational systems. This year the Group utilised the in–house creative capability in the design and production of the Annual Report and the brand refresh, contributing further cost savings.

The Group’s wholesale funds – GPT Wholesale Office Fund (GWOF) and GPT Wholesale Shopping Centre Fund (GWSCF) delivered stable income performance and continued to attract investment. The establishment of relationships with quality domestic and international capital partners provides GPT with a significant competitive advantage. GPT’s co–investment in each Fund ensures alignment of interests between GPT’s Securityholders and its institutional partners.

Solid performance from the Group’s Australian real estate assets highlighted the overall resilience of GPT’s large, high quality, diversified domestic Portfolio. The Group continued to deliver income growth despite a difficult operating environment during 2009, recording 3.7% comparable income growth versus the previous corresponding period. The Retail, Office and Industrial/Business Park Portfolios achieved comparable income growth of 4.8%, 2.6% and 2.5% respectively.

THE GPT GROUP ANNUAL REPORT 2009

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CEO’S REPORT
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GPT is committed to improving the social, economic and environmental capital of the local Australian communities that the Group operates in.

DEVELOPMENT

GPT’s approach to development reflects the active ownership model; to drive the maximum performance from each asset and improve the overall quality of the Portfolio. GPT has a pipeline of $2.4 billion of future opportunities from which the Group is able to draw to commence new developments during the year (subject to approvals and pre–commitments).

GPT currently has two major developments underway; Charlestown Square in Newcastle and One One One Eagle Street in Brisbane.

At Charlestown Square, a major expansion will increase the Centre by 41,000 sqm, adding 110 new specialty retailers and creating a revitalised retail and leisure offer, including outdoor piazzas and civic spaces, a new 1,000 seat food court and a world class fresh food market. Construction is well underway and is expected to be completed in late 2010.

One One One Eagle Street is a Premium–Grade office development in Brisbane’s “Golden Triangle” targeting a 6 Star Green Star rating. On completion, late in 2011, it will feature a new 64,000 sqm commercial office tower over 54 levels, outstanding river views, large campus–style floor plates and a range of first class sustainability features.

workplace[6] , completed by GPT in December 2008, at Pyrmont in Sydney saw its tenants, Google, Accenture and Doltone House take up occupancy from March. workplace[6] , a Prime Grade office building, was designed to achieve the highest standards in environmental design and resource efficiency and is the first commercial development to achieve a 6 Star Green Star As Built rating in NSW, this rating being world’s best practice.

GPT is currently investing around $220 million per annum on development and intends to significantly grow this annual spend.

STRONG CORPORATE RESPONSIBILITY POSITION

During 2009 GPT received extensive recognition in Australia and internationally for its commitment to achieving leadership in development excellence and sustainability.

In July, GPT was awarded the Banksia Foundation’s Large Business Sustainability Award, Australia’s most prestigious environmental accolade which recognises people, organisations and governments for environmental excellence.

In September, the Group was named the Dow Jones Sustainability World Index Leader in the Real Estate sector as part of the 2009 Dow Jones Sustainability Index (DJSI) Review. The DJSI is the world’s top independent indicator of the performance of leading sustainability–driven companies. GPT achieved a Company Score of 81%. The Group was also ranked number one in the Global Real Estate Environment Index in January 2010.

Throughout the year, GPT’s developments also received a number of prestigious awards for sustainability and design excellence including the Property Council of Australia’s Top Property Development for 2009 Award (Rouse Hill Town Centre) and the Australian Urban Taskforce Development Excellence Award for Sustainable Development (workplace[6] ).

In 2009 GPT continued to expand upon the Group’s social investment platform, engaging communities, tenants and employees. Some great new initiatives were included in this year’s program which has received terrific support.

Details of GPT’s social investment platform, awards and more are outlined in the Corporate Responsibility section (pages 34 to 43).

1 2 workplace[6] , Sydney 4 One One One Eagle Street, Brisbane 10 3 One One One Eagle Street, Brisbane (Artist’s Impression)

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OUTLOOK FOR 2010

In 2010 the Group will continue to focus on the active ownership of its portfolio of high quality Australian assets, extracting maximum performance from each asset and continuing to improve the quality of the Portfolio. GPT’s development activities will expand the Portfolio with the completion of Charlestown Square at the end of 2010.

Towards the end of 2009, property valuations stabilised across Australia and we saw the re–emergence of transactions at the higher end of the market. Business and consumer confidence and unemployment figures, which are key drivers for the property sector, continue to show resilience. Market volatility over the past 18 months has impacted the ability to fund new developments and supply in most markets is low. As demand returns in 2010, we expect property fundamentals to slowly improve.

GPT commences 2010 as a cleaner, streamlined business forming a base against which future success is measured.

While we, like all property entities, continue to face challenges, the stabilisation of GPT has been an important step in regaining investor confidence and the Group’s focus going forward will be to deliver consistent and attractive returns for Securityholders. We will continue the progress achieved in 2009 and further build confidence and trust in GPT with the goal of delivering stable returns. In 2010 we are targeting to deliver realised operating income above 2009 and a distribution per security of at least three cents.

Michael Cameron CEO and Managing Director The GPT Group

THE GPT GROUP ANNUAL REPORT 2009

OPERATIONAL REPORT

D

GPT’s model is focused on the active ownership of high quality Australian real estate in the Retail, Office and Industrial/Business Park sectors. Funds Management and selective development complement this focus.

The ability to own, manage and develop quality Australian real estate that lasts, that is distinctive and that becomes part of people’s lives and Australia’s history is a key focus for GPT.

GPT owns some of Australia’s most iconic real estate – assets such as the MLC Centre and Australia Square in Sydney; the Quad Business Park at Homebush Bay; Rouse Hill Town Centre and Charlestown Square in NSW – forming part of a significant portfolio built over almost 40 years.

Developing high quality assets which are sustainable, and which consider the needs of today’s tenants and future generations is a core skill for the Group which not only maintains the quality of existing assets but ensures ongoing access to high quality real estate for the Group.

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Retail Office Industrial/Business Parks

INDUSTRIAL/ RETAIL OFFICE BUSINESS PARKS 59% 31% 10% of Australian of Australian of Australian Investment Portfolio Investment Portfolio Investment Portfolio

1313

THE GPT GROUP ANNUAL REPORT 2009

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AUSTRALIAN RETAIL
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The GPT Group is one of the largest owners, managers and developers of retail assets in Australia. GPT’s retail investments, through assets held on the Group’s balance sheet and a $593 million investment in the $2 billion GPT Wholesale Shopping Centre Fund (GWSCF), totals $5 billion.

165 million annual customer visits

GPT has ownership interests in 17 shopping centres located around Australia and manages 12 shopping centre assets, 1 as well as the remaining five assets in the Homemaker City portfolio.

The Retail Portfolio includes some of the best performing centres in Australia.

GPT’s focus in managing the Portfolio includes:

a robust research process focused on understanding each centre’s trade area which in turn informs management practices, marketing, leasing and the development of retail assets;
partnering with stakeholders to ensure assets meet the needs and aspirations of the community;
refurbishment and expansion projects focused on evolving existing shopping centres to deliver sustainable long–term investment performance; and
operating efficiencies including energy, waste and water saving initiatives across the Portfolio.

KEY ACTIVITIES

The Portfolio delivered solid income growth in 2009, with comparable income up 4.8%. The sales performance across the Portfolio remained buoyant despite economic pressures during the year, demonstrating the resilience of the high quality GPT Retail Portfolio.

High occupancy across the Portfolio of over 99% reflects the active management focus of the Retail team, concentrating on sales driving marketing campaigns and working closely with retailers. At a centre level, GPT introduced specialist retail consultants and conducted fresh food audits to assist tenants to improve individual operations and drive maximum performance from each asset.

In August GPT acquired a 16.67% interest in Highpoint Shopping Centre and the adjacent Homemaker City Maribyrnong. The acquisition represented a rare opportunity to purchase an interest in one of Australia’s leading shopping centres, consistent with GPT’s strategy to own high quality Australian assets. The opportunity followed the Highpoint Property Group exercising a put option in relation to one third of its 50% interest in Highpoint Shopping Centre and the adjacent Maribyrnong Homemaker City Centre. The GPT Wholesale Shopping Centre Fund (GWSCF) owns a 50% interest in these assets.

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by The GPT Group
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1 Wollongong Central, NSW 3 Melbourne Central, Melbourne 2 Rouse Hill Town Centre, NSW

Our active ownership approach delivers strong ~~“~~ performance and positive asset outcomes. ~~”~~

2 3

Highpoint Shopping Centre has one of the largest trade areas for a regional centre in Australia and attractive long–term expansion opportunities with significant existing land holdings. Highpoint was ranked fourth in the 2009 Shopping Centre News Big Guns survey and, as at 31 December, generated total moving annual turnover of $6 billion and specialty sales per square metre of $9,114 (+3.2%).

Traffic across the Portfolio was high with 165 million annual customer visits and hits on the Centre websites increased approximately 34% in 2009 as compared to 2008. During the year GPT implemented a revised brand strategy across its Retail centres, introducing the “by the GPT Group” statement to each centre logo. The first introduction of the revised signage was launched at the opening of the refurbished Wollongong Central, and the remainder will be rolled out during 2010.

Consistent with GPT’s strategy to focus on its core portfolio, the Group has progressed the non–core asset sale program with the sale of Floreat Forum in July for $100 million and three Homemaker City assets – Windsor, Mt Gravatt and Cannon Hill, for $60 million. The remaining Homemaker City assets will continue to be marketed for sale in 2010, with increased interest in the portfolio being seen towards the end of 2009.

KEY METRICS: RETAIL PORTFOLIO (at 31 December 2009)*

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Total centre moving annual $6,781 (up 2.9%)
turnover (MAT) ($sqm)
Specialty MAT ($sqm) $9,114 (up 3.2%)
Specialty occupancy cost 16.8%
Occupancy 99.6%
Outstanding debtors 0.3%
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*GPT and GWSCF owned assets.

TOP TEN TENANTS (BY INCOME)* (at 31 December 2009)

Woolworths Wesfarmers (Coles) Myer Just Group Hoyts Colorado Group Prouds Retail Apparel Group Luxottica Group Sussan

Based on gross rent (including turnover rent).

THE GPT GROUP ANNUAL REPORT 2009

AUSTRALIAN RETAIL

GPT’s Retail mission is to create the best performing regional portfolio in Australia.

DEVELOPMENT

GPT’s excellent track record in development across its Retail Portfolio reflects the integrated approach to property management and development with over 200 retail property professionals and a very high calibre in–house capability with extensive experience.

DEVELOPMENT SUCCESS

Completed in March 2008, Rouse Hill Town Centre has been an extremely successful development for GPT, gaining national and international recognition for excellence in design and sustainability, including the 2009 Property Council of Australia Rider Levett Bucknall Awards for Excellence, Overall Winner of Australia’s Top Property Development and Winner of the Shopping Centre category.

A sustainable civic hub for North West Sydney, combining the traditional streetscape of a contemporary town with community spaces. After its first year of operation, Rouse Hill Town Centre reduced its ecological footprint by 32% compared to a standard NSW regional shopping centre. Tenants have the unique ability to turn off their air–conditioning and the centre benefits from naturally ventilated open streets, squares and public spaces. All tenants have calculated their ecological footprint and met leading energy and water efficiency standards and all tenants are on green leases.

DEVELOPMENTS UNDERWAY

At Charlestown Square, a major expansion which will increase the Centre by 41,000 sqm at a cost of approximately $470 million, commenced in January 2008. The redevelopment will add 110 new specialty retailers and create a revitalised retail and leisure offer, including outdoor piazzas and civic spaces, a new 1,000 seat food court and a world class fresh food market.

The project is on program and leasing continues to progress well with 160 of the 240 deals secured (at 31 December). All Majors have committed to the project, including a new Big W, Woolworths, Coles and an eight Screen Reading Cinema complex. New mini majors have also been secured; City Beach, JB Hi–Fi, Rebel Sport, a large format liquor store and a ten pin bowling facility. Construction is well underway and is expected to be completed in late 2010.

Market leading sustainability initiatives have been employed in the design of Charlestown Square, building on the achievements at Rouse Hill Town Centre. At Charlestown Square, GPT is targeting a 30% ecological footprint reduction, as compared to a typical shopping centre of the same size, incorporating co–generated electricity and solar thermal technology.

A $32 million refurbishment of GWSCF’s Wollongong Central was opened in November. The project involved specialty remixing, upgrading of mechanical services and improving the presentation

1 Wollongong Central, NSW 16 2 Charlestown Square, NSW – Artist’s impression

GPT attracts $500,000 Grant for Renewable Technologies at Charlestown Square

The grant for new renewable energy technologies will be used to establish Australia’s first retail solar thermal cooling plant to provide air–conditioning to the redeveloped Charlestown Square shopping centre. If successful, the initiative has the potential to be utilised more widely and will become the benchmark for new retail developments in Australia.

With a completion date of 2010, the grant will help achieve GPT’s aim to reduce Charlestown Square’s impact on the environment by 30%, as compared to a typical shopping centre of the same size, and reduce the extended Centre’s energy use by 50%.

Supported by the NSW Government’s Climate Change Fund, the renewable energy project is being delivered in partnership with the CSIRO’s Energy Transformed Flagship, Bovis Lend Lease and NEP Solar.

The project will involve the installation of parabolic mirrors on parts of the Centre’s roof, which will be used to capture solar energy. This solar energy will then be utilised to produce chilled water for use in cooling the shopping centre.

Charlestown Square was selected as an ideal location for the project, which utilises solar energy, as a renewable resource. Shopping centres traditionally have high cooling loads and alternatives to conventional cooling are limited.

and ambience of the Centre. The refurbishment was successfully executed in a short time frame and has been well received by Wollongong residents.

FUTURE DEVELOPMENT OPPORTUNITIES

An important contributor to the active ownership of GPT’s Retail Portfolio, the development pipeline provides future opportunities to further enhance the Group’s portfolio of high quality assets. Leaving a sustainable legacy for future generations is a key component of the Group’s development platform.

In September, GPT lodged an application for a planning permit for Highpoint Shopping Centre on behalf of the Centre’s owners, Highpoint Property Group, GPT and GWSCF. The proposed total extension is approximately 30,000 sqm in size, and contemplates an improved ring road and access to the Centre, additional car parking and an enhanced retail offer. Commencement of the project is subject to authority and other relevant approvals.

Lonsdale Street Building. Included within this work would be upgrades to the Lonsdale Street façade and Little Lonsdale Street Bridge. Subject to approvals from the local authority and the GPT Board, construction is expected to commence late 2010.

The Newcastle CBD development represents the most significant retail investment in Newcastle’s history and one of the largest proposed retail investments in Australia. The development comprises a 3.5 level mixed use CBD retail, entertainment and leisure precinct of approximately 55,000 sqm located across three city blocks in the centre of Newcastle. The $600 million development is currently in planning stages and has received retailer and local support, however the timing for commencement of the development is dependent upon a decision being made in relation to the railway, which inhibits movement and access throughout the city centre, and the improvement of broader property market conditions.

Building on the success of the development of Melbourne Central in 2005, GPT has lodged a development application to enhance Melbourne Central’s retail offer through the relocation of the centre’s food court, the addition of new specialty retailing and the activation of level three in its

THE GPT GROUP ANNUAL REPORT 2009

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AUSTRALIAN RETAIL
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CORPORATE RESPONSIBILITY

GPT’s shopping centres, both developed and owned, are not only an important part of the social fabric of their individual communities, but are significant spaces which consume large amounts of natural resources and generate significant waste.

Recognising this, GPT focuses on efficiencies in developing and operating its assets, and the ability to introduce new operating processes and technologies to reduce a building’s ecological footprint, while ensuring it meets its identified financial and social objectives.

COMMUNITY ENGAGEMENT

In 2009 GPT implemented a community and employee engagement program focused on some of the major social wellbeing issues facing the communities touched by GPT assets.

Seven events were identified, coordinating employee volunteering with national social initiatives, with a focus on execution at a local level via GPT’s retail centres and office assets. The programs included Earth Hour, National Volunteer Week, National Tree Day, Walk to Work Day, Mental Health Week, Ride to Work Day and National Recycling Week.

In conjunction with this program, 2009 saw the second year of GPT’s annual environmental awareness and education campaign, Ways to Save, rolled out across the Retail centres. The Ways to Save campaign aims to educate and inspire by providing practical environmental solutions and tips for our customers in a fun and stimulating setting.

1 2 Ways to Save Campaign 3 4 National Tree Day

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MARKET OVERVIEW

In contrast to other developed economies, Australia has fared remarkably well through the global downturn off the back of the Federal Government stimulus packages, strong consumer confidence and the resilience of the economies of its trading partners in Asia.

During the year, real retail sales growth was up a solid 3.3%, largely as a result of a surge in the first half of 2009. This was followed by a decline of 0.4% in the September quarter, marking the end of the boost provided by the stimulus cash handouts.

2010 FOCUS

The focus for the team in 2010 is to continue to actively manage the Portfolio to ensure maximum performance from each asset. Engaging with retailers and the communities in which each asset is located is a competitive advantage for GPT and the team will look to leverage success in 2009 into 2010, expanding upon the community engagement platform.

The retail development and leasing teams will continue to focus on the delivery of Charlestown Square and progress a number of development opportunities within the existing Portfolio.

Looking forward, retail sales growth in 2010 is expected to be moderate. Unemployment may have stabilised however the risk of increasing interest rates is still likely to affect consumer spending.

On this basis, real retail sales are forecast to grow at a moderate rate in 2010, before returning to a more respectable rate in 2011, when the jobs recovery is expected to be in full swing, fuelled by stronger growth in housing construction, business investment and exports.

THE GPT GROUP ANNUAL REPORT 2009

AUSTRALIAN OFFICE

LEASE EXPIRY BY AREA – GPT MANAGED PORTFOLIO WEIGHTED (at 1 January 2010)

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25.0%
20.0%
15.0%
10.0%
5.0%
0.0%
Vacant 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023Beyond
% of Area
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GPT’s office investments include some of Australia’s most iconic office assets such as interests in the renowned Harry Seidler designed MLC Centre and Australia Square office towers, the recently developed 6 Star Green Star workplace[6] , Sydney’s Darling Park complex, Governor Phillip and Macquarie Towers in Sydney, the Melbourne Central office tower, 800/808 Bourke Street in Melbourne and the Riverside Centre in Brisbane to name a few.

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GPT’s Office Portfolio is one of the largest in Australia. Consisting of interests in 20 assets, the high quality Portfolio comprises 614,000 sqm of quality office space, has a significant weighting to Sydney and Melbourne (Australia’s largest office markets), and derives income from a diverse range of tenants. GPT’s $2.6 billion investment in the office sector includes a $753 million investment in the $2.9 billion GPT Wholesale Office Fund (GWOF).

GPT’s office team undertakes asset management for the GPT and GWOF owned Portfolios and works closely with property managers Jones Lang LaSalle and Dexus in the day–to–day operations of the individual assets to ensure that operating efficiencies and property returns are maximised. The team seeks to maximise long–term investment performance through leasing strategies, asset enhancements and Portfolio remixing. In line with the Group’s active ownership strategy, the Portfolio has continued to maintain its approach to drive returns through rent reviews, leasing strategies and active asset management over the year which has resulted in above market occupancy and stable returns.

KEY ACTIVITIES

GPT’s office investments delivered solid results in 2009, with comparable income growth of 2.6%. The Portfolio is well positioned for long term stable financial performance, with a well occupied Portfolio leased to a range of high quality corporate and government tenants.

Although occupancy fell during the year, largely as a result of vacancy in two GWOF assets, the property fundamentals remain sound with 95.9% of space committed at 31 December 2009. The Portfolio has retained a long average lease term of 5.2 years (by area), and has limited exposure to expiry risk in any one year with fixed increases in the majority of leases. A total of 136,700 sqm was leased in 2009, maintaining occupancy above the market average of 91.4%.

1 MLC Centre, Sydney 3 Australia Square, Sydney 20 2 workplace[6] , Sydney

We maintain an active focus on quality to attract and retain tenants and to ensure ~~“~~ optimum investment performance. ~~”~~ 2 high occupancy with 95.9% space committed

Through a continued focus on intensive asset management and Portfolio upgrading, GPT has attracted and retained high quality tenants with HSBC agreeing to renew its 12,000 sqm lease at the HSBC Centre for a further 10 years, expiring in 2020. Other major leases signed in the year include:

KEY METRICS: OFFICE PORTFOLIO (at 31 December 2009)*

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Number of Assets 20
Portfolio Value $2.6 billion
Comparable Income Growth 2.6%
Occupancy 95.9%
Weighted Average 5.2 years
Lease Expiry (by Area)
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At 530 Collins Street in Melbourne, long term leases have been signed for 19,500 sqm of the space vacated by ANZ;
A total of 14,000 sqm has been leased by a range of tenants at The Zenith in Chatswood, Sydney;
At Twenty8 Freshwater Place, Melbourne, leasing has progressed strongly in the 12 months since practical completion with 12,300 sqm leased to a range of tenants in 2009;
*GPT and GWOF owned assets.
** Committed space, including rental guarantees.

TOP TEN TENANTS (BY INCOME)* (at 1 January 2010)

At Darling Park in Sydney, the 2012 lease expiry of PricewaterhouseCoopers’ 35,000 sqm tenancy was extended by three years which included leasing an additional 4,000 sqm; and

Commonwealth of Australia Citigroup National Australia Bank BP Australia Freehills Services Commonwealth Bank of Australia State Government PricewaterhouseCoopers Ericsson Australia Mallesons

At workplace[6 ] in Sydney, a 1,900 sqm retail lease was finalised for Doltone House, which now occupies the whole ground floor of the asset for a 17 year term.

GPT MANAGED PORTFOLIO BY QUALITY GRADE (at 31 December 2009)

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Premium 56%
A–Grade 43%
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Based on gross rent.

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THE GPT GROUP ANNUAL REPORT 2009

AUSTRALIAN OFFICE

DEVELOPMENT SUCCESS

GPT’s latest development, the GWOF owned workplace[6] , reached practical completion in December 2008. In early 2009, the asset’s major tenants, Google and Accenture, moved in to their new office premises and the fit–out of the ground floor retail space for function operator Doltone House was completed.

The asset received a 6 Star Green Star for Design v2 which was certified as a 6 Star Green Star “As Built” post completion, the first building to achieve this rating in NSW. GPT has also received its first award for the asset, winning the Australian Urban Taskforce Development Excellence Award for Sustainable Development in October.

DEVELOPMENT UNDERWAY

One One One Eagle Street, a Premium–Grade office development in Brisbane’s “Golden Triangle” precinct, commenced in 2008. GPT has a one third interest in the development, having sold two thirds of the asset to GWOF and a third party. The site is targeting a 6 Star Green Star rating and on completion will feature a new 64,000 sqm commercial office tower over 54–levels, outstanding river views, large campus style floor plates of up to 1,500 sqm and a range of first class sustainability features. The three co–owners will jointly fund the development to completion, scheduled for late 2011.

FUTURE DEVELOPMENT OPPORTUNITIES

While the Group retains a pipeline of attractive potential opportunities, future development activity will be dependent on the ability to demonstrate an appropriate investment return consistent with the investment template for the Portfolio.

At 300 Lonsdale Street in Melbourne, development approval has been achieved to develop a 25,000 sqm campus style office tower over 12 levels, located on top of Melbourne Central shopping centre. The project is subject to securing a significant tenant pre–commitment.

Brisbane City Council granted Development Approval in December 2007 for the construction of the 32–level, 70,000 sqm Q Centre, and the refurbishment of the existing GWOF owned Transit Centre. The development of the new tower is conditional on securing a significant tenant pre–commitment and development funding.

1 workplace[6] , Sydney 3 530 Collins Street, Melbourne 2 One One One Eagle Street, Brisbane

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CASE STUDY
530 Collins Street, Melbourne
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At the GWOF owned 530 Collins Street, Melbourne, a refurbishment was completed to reposition the asset to enhance its leasing prospects. The scheme delivered a contemporary lobby and retail space to service office occupiers’ needs.

The second stage of the works, comprising an upgrade to the environmental performance, is forecast to be completed in 2010.

At 31 December 2009, four agreements were signed to pre–commit approximately 17,930 sqm (53.5%) of the space vacated by ANZ in late 2009 on new long term leases from 2010.

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quality base of corporate and government tenants

CORPORATE RESPONSIBILITY

The Group’s commitment to sustainable property is exemplified in the Office Portfolio through a range of opportunities which have been realised to upgrade the environmental performance of existing assets, including:

530 Collins Street, Melbourne which was upgraded from 3.0 Stars to 4.5 Stars NABERS Energy (without GreenPower);
HSBC Centre, Sydney will be upgraded, targeting a 4.5 Star NABERS rating (without GreenPower) as part of the renewed lease to HSBC Centre; and
Darling Park 1, Sydney which will be upgraded from 3.5 Star NABERS rating to a minimum of 4.0 Stars (with an aspirational target of 4.5 Star NABERS rating, without GreenPower).

Furthermore, GPT’s current office development at One One One Eagle Street in Brisbane has been designed to achieve a 6 Star Green Star rating from the Green Building Council of Australia through sustainable design focused on indoor environment quality, energy efficiency and water savings.

COMMUNITY ENGAGEMENT

In 2009 GPT implemented a community and employee engagement program focused on some of the major social wellbeing issues facing the communities touched by GPT assets.

Earth Hour is a global World Wildlife Fund climate change initiative that invites individuals, businesses, governments and communities to turn out their lights for one hour to show their support for action on climate change. GPT Office properties had 96% of their lights turned out, equal to 508 floors of office space.

MARKET OVERVIEW

The CBD office markets in 2009 reflected the general economic trends of the year, with generally softer net absorption in the first half followed by stronger net absorption in the second half. With the greatest exposure to the financial sector, the Sydney CBD market had negative net absorption for the first three quarters with positive net absorption recorded in the last quarter. Sublease space peaked in the first half, however it significantly reduced towards the end of 2009 as space was either leased or withdrawn from the market.

Projects that commenced before the global financial crisis were delivered. The supply pipeline for 2010 and beyond has significantly reduced as very few new developments have commenced over the past two years.

Looking to the year ahead, forecasts indicate employment growth will continue and, with the supply pipeline rapidly diminishing in most markets, there is cautious optimism that office markets will stabilise in 2010 with growth expected from 2011.

2010 FOCUS

The focus for GPT’s Office Portfolio in 2010 will be on continuing to drive returns from the Portfolio’s base of high quality Australian office assets. Working to fill existing vacancy and driving leasing strategies for upcoming expiry will be a key focus, as well as continuing to deliver operating performance through asset management, development and ongoing implementation of Portfolio wide initiatives to generate savings, optimise revenue and improve the sustainable performance of the assets.

THE GPT GROUP ANNUAL REPORT 2009

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AUSTRALIAN
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AUSTRALIAN INDUSTRIAL/BUSINESS PARKS

GPT’s $780 million Industrial/Business Park Portfolio is focused on owning and developing assets that are:

located in major markets with strong growth potential;
� modern and close to major transport and employment nodes;
adaptable, with good technical services;
leased to quality tenants; and
provide for a multitude of uses, increasing the range of potential tenants.

This strategy increases the Portfolio’s income security, as the assets are suitable for a large number of tenant types. In reviewing opportunities to expand and develop the Portfolio, GPT’s specialist team works closely with tenants to identify and meet their accommodation needs now and into the future.

The GPT Industrial/Business Park Portfolio is focused on the active management of its assets, with a particular focus on attracting and maintaining high quality tenants and selectively building scale.

KEY ACTIVITIES

The Portfolio delivered stable income in 2009 with comparable income up 2.5% on the previous corresponding period. The investment assets are 96.5% occupied by high quality tenants with a long weighted average lease term of 7.2 years.

Leasing activity was strong with 36,000 sqm leased or renewed. Structured or fixed rent reviews across 87% of the Portfolio in 2010 further underpin income security. The Portfolio has limited short–term expiries as shown in the graph below.

LEASE EXPIRY BY INCOME (at 31 December 2009)

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60.0%
50.0%
40.0%
30.0%
20.0%
10.0%
0.0%
Vacant 2010 2011 2012 2013 2014 Beyond 2014
% of Incone
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GPT’s Industrial/Business Park Portfolio consists of quality industrial and business park assets located in Australia’s major industrial and business park markets. The Industrial/ Business Park Portfolio represents 10% of GPT’s Australian Investment Portfolio.

GPT has made steady progress in the development of the 38 hectare site at Erskine Park, connect@erskine park, in Sydney’s west with a 15,200 sqm facility for Goodman Fielder completed in June 2009 and a 12,700 sqm warehouse for Target completed in February 2010.

In line with GPT’s strategy to focus on its core business, GPT disposed of 973 Fairfield Road, Yeerongpilly, NSW for $9.05 million, bringing total disposals for the Portfolio to four properties.

As part of GPT’s strategy to be a valuable and internationally recognised brand, the Group has implemented GPT branded signage across its Industrial/Business Park assets, to be rolled out over the course of 2010.

1 Erskine Park, Stage 1, NSW 3 Quad 3, Sydney Olympic Park, NSW 24 2 Quad 4, Sydney Olympic Park, NSW

Our focus is to attract and retain quality ~~“~~ tenants while selectively growing the Portfolio’s scale. ~~”~~ 3 2

KEY METRICS: GPT INDUSTRIAL/BUSINESS PARK PORTFOLIO (at 31 December 2009)

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Number of Assets 21
Portfolio Value $780 million
Comparable Income Growth 2.5%
Occupancy 96.5%
Weighted Average 7.2 years
Lease Expiry (By Income)
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TOP TEN TENANTS (BY INCOME)* (at 1 January 2010)

Coles Myer Australian Pharmaceutical Industries Steinhoff Asia Pacific Goodman Fielder Vodafone Australia Mitsubishi Motors Linfox SuperCheap Auto Effem Foods Onesteel Trading

Based on net rent.

THE GPT GROUP ANNUAL REPORT 2009

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AUSTRALIAN INDUSTRIAL/BUSINESS PARKS
DEVELOPMENTS UNDERWAY
In June 2009, the first stage of the $270 million staged
development at connect@erskine park was completed with
the Goodman Fielder facility. The 15,200 sqm facility cost $40
million and was 100% pre–leased on a 20 year lease prior to
the commencement of the development. The tenant is now in
occupation and enjoying the strong Ecologically Sustainable
Development (ESD) design principles implemented at the site.
Preliminary planning has commenced to expand the current
facility.
CASE STUDY – RAIN WATER HARVESTING
INFRASTRUCTURE
At connect@erskine park GPT has provided rainwater
harvesting infrastructure to allow all tenants the opportunity
to utilise non–potable water within their facilities. Goodman
Fielder is using the harvested water in various parts of their
operations and achieving considerable water savings.
In July, the second stage of connect@erskine park
commenced with the construction of a 12,700 sqm warehouse
facility for Target, 100% pre–leased on a 12 year lease. The $20
million development was completed in February 2010.
In 2008 the Group acquired a 50% interest in 407 Pembroke
Road, Minto, NSW in conjunction with Austrak. The site is
strategically located next to the Sydney/Melbourne rail line
and was acquired with an existing development application
approval. The development of a new 15,300 sqm cold store,
office and car park facility was completed at the end of the
year for Unilever, and is leased for a 10 year term.
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FUTURE DEVELOPMENT OPPORTUNITIES

The Industrial/Business Park Portfolio comprises a development pipeline of close to 548,000 sqm of land across a range of assets, including Erskine Park and Sydney Olympic Park (SOP). The approach of the team is to selectively build scale, and the Group is positioned to deliver customised products in response to market demand.

The Industrial/Business Park team continued to expand its plans for the SOP commercial precinct in 2009. GPT is currently the largest private landowner of commercial space in SOP, owning eight hectares of commercial space and development land. The SOP 2030 Masterplan, approved by the Sydney Olympic Park Authority in September, permits over 150,000 sqm of commercial gross floor area on GPT owned sites within this precinct.

In 2009 GPT received Masterplan approval to develop 42,000 sqm of commercial campus business space and associated retail at 7 Parkview Drive. The development will be conducted as a staged development, the first stage being the construction of a 12,000 sqm campus building.

A Development Application was lodged in December 2009 and commencement of construction will be subject to authority approvals and satisfactory market conditions.

SOP offers a unique opportunity in an iconic location. The precinct has been established as a best practice example of sustainable urban renewal, designed to support over 50,000 workers, visitors and residents on a daily basis with public access to world–class sporting facilities, superior sustainability features, 425 hectares of urban park and 35km of bike paths.

During the year GPT’s joint venture partnership with Macquarie University Property Investment Trust (MUPIT) continued to explore development opportunities at the Station Site at Macquarie University. A premium location adjacent to the Macquarie University campus and new Macquarie University Train Station, The Macquarie Centre and Macquarie Centre Bus Terminal, the 75,000 sqm development will be conducted in stages, commencing in two to five years. The MUPIT partnership is currently undertaking concept planning and feasibility analysis on the site, and is expected to finalise the preliminary development plan by mid 2010.

1 Erskine Park, Stage 1, NSW 3 Erskine Park, Stage 2, NSW 26 2 407 Pembroke Road, Minto, NSW

“Working with an owner like GPT, whose focus on sustainable development aligns with Goodman Fielder’s own principles of corporate responsibility, has been a rewarding experience. GPT’s tailored solution to meet our standards was delivered above expectations.” Geoff Erby, Managing Director, Goodman Fielder Home Ingredients.

MARKET OVERVIEW

CORPORATE RESPONSIBILITY

The Industrial/Business Park team is focused on reducing the use of energy, water and waste to landfill in the Portfolio, with the objective of attracting and retaining tenants, generating operational cost savings, obtaining credits and subsidies where available and enhancing asset value.

Currently, only the Quad Business Park base buildings are measured within the Industrial/Business Park Portfolio, as all other properties are under the operational control of the respective tenants and the ratings tools do not yet extend to industrial assets. GPT is however, participating in the Green Building Council of Australia project to develop a green rating tool for industrial properties.

Current NABERS ratings using data collected during the 2009 calendar year are as follows (5 being the highest possible score):

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NABERS Water NABERS Energy
Quad 1 5 stars 4.5 stars
Quad 2 5 stars 5 stars
Quad 3 5 stars 5 stars
Quad 4 5 stars 5 stars
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Prime industrial yields continued to soften throughout 2009, resulting in falling capital values across the sector. GPT believes that yields are now at or near their peak in the cycle and the Group is expecting capital values to show signs of improvement into 2011.

The occupancy rates across most major industrial markets fell slightly in 2009 as inventories and imports fell in line with the domestic economy. Occupancy rates are expected to improve in 2010 as evidenced by the recent increase in container movements through Australia’s ports.

Overall, prime industrial property rents appear to be stable because of reasonably balanced supply and demand conditions. Rental levels are expected to stabilise in 2010 as demand returns to the sector.

2010 FOCUS

The focus for the team in 2010 is to maintain the solid operating metrics across the Portfolio, actively managing the Portfolio to maintain a long weighted average lease expiry and high occupancy. The team will also continue to focus on the development pipeline, completing the Target facility at connect@erskine park and pursuing new opportunities at Somerton, Sydney Olympic Park and Erskine Park, whist progressing development planning at the Macquarie University Station Site. Opportunities for growth through acquisition and expansion within the existing Portfolio will also be assessed.

THE GPT GROUP ANNUAL REPORT 2009

AUSTRALIAN FUNDS MANAGEMENT

two high quality Australian funds

GPT’s funds management platform is focused on the Australian retail and office sectors, providing the ability to enhance returns and the growth profile of the Group, while utilising the skills and experience of GPT’s team.

The Group’s funds management activities also provide GPT investors with access to a broader range of property investments through a significant co–investment in the Group’s two Australian funds – the $2.9 billion GPT Wholesale Office Fund (GWOF), launched in July 2006 and the $2 billion GPT Wholesale Shopping Centre Fund (GWSCF), launched in March 2007. GPT has a one–third interest in each Fund, well above the Group’s required minimum investment of 20%.

Both Funds have strong corporate governance and management processes in place, a performance–based fee structure and consist of a strong institutional investor base.

KEY ACTIVITIES

The Funds’ Portfolios include a range of high quality office and retail assets located across Australia. In managing the Funds’ assets, GPT focuses on ensuring that the properties meet the needs and aspirations of all stakeholders.

To December 2009, the Funds provided total returns of –6.70% (GWOF) and 1.0% (GWSCF) for the calendar year, net of fees. These returns placed the Funds amongst the best performers in the sector. With low gearing, both Funds have sufficient debt capacity to meet all short to medium term capital commitments and are well placed with capital management strategies in place to strengthen the balance sheets of both Funds.

3 Darling Park 1,2 & 3, Sydney 4 800 & 808 Bourke Street, Melbourne

1 530 Collins Street, Melbourne 28 2 workplace[6] , Sydney

Our funds management platform is focused on the Australian retail and office sectors. ”

2 3 4

$4.9 billion assets under management

THE GPT WHOLESALE OFFICE FUND (GWOF)

GWOF delivered stable performance for the Fund’s Investors in 2009. In addition to its income from the Fund, GPT derives income from the Group’s $753.3 million co–investment in the Fund.

At 31 December 2009, the Fund had ownership interests in 14 office assets located across Australia’s CBD office markets with a value of $2.9 billion. Active management has resulted in significant leasing agreements across the Portfolio, and as a result, committed space at 31 December 2009 was 91.4%, in line with market occupancy. The Portfolio has retained a long weighted average lease term of 6.3 years by area. Approximately 106,100 sqm of office space was leased in the year (100% share) with the Portfolio continuing to attract quality tenants.

GWOF closed the year with borrowings of $621 million (21.1% of total assets). The Fund has $760 million in debt facilities to fund existing capital commitments and project based funding of $150.5 million secured for the development of One One One Eagle Street, Brisbane. Over the year, the Fund renewed its $150 million facility (which expired in October 2009) for a further three years and entered into a new $60 million facility in December 2009 for three years.

KEY METRICS: GPT WHOLESALE OFFICE FUND PERFORMANCE

(at 31 December 2009)

Property Investments Gearing 12 Month Total Return (pre–fees) 12 Month Total Return (post–fees)	$2.9 billion 21.2% -5.90% -6.70%

The Fund is a joint owner with GPT in the One One One Eagle Street development in Brisbane, which is being developed by GPT on behalf of the joint owners. The Fund holds a 33.3% interest in the development. On completion in 2011, the development will provide a Premium–Grade 64,000 sqm office tower in Brisbane’s prime commercial “Golden Triangle” precinct.

Environmental improvements and upgrades have also been implemented at a range of the Fund’s assets, including 530 Collins Street, Melbourne, HSBC Centre, Sydney and Darling Park 1, Sydney. In addition, the Fund’s workplace[6 ] in Sydney, which was developed by GPT, received a 6 Star Green Star for Design v2 which was certified as 6 Star Green Star for “As Built” post completion, the first building to achieve this rating in NSW.

Additionally, the Fund received $19 million in additional capital over the year via the Distribution Reinvestment Plan. GWOF remains committed to an active financing strategy to manage risk, with initiatives in place to strengthen the Fund’s balance sheet, including selling non–core assets when appropriate.

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Premium 56%
A–Grade 44%
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GWOF PORTFOLIO BY QUALITY GRADE (at 31 December 2009)

THE GPT GROUP ANNUAL REPORT 2009

AUSTRALIAN FUNDS MANAGEMENT

THE GPT WHOLESALE SHOPPING CENTRE FUND (GWSCF)

GWSCF consists of interests in nine high quality Australian retail assets. In addition to undertaking the funds management role, GPT also undertakes property and development management for the Fund’s assets, providing additional income streams for the Group. The Group also derives income from GPT’s $592.7 million co–investment in the Fund.

The Portfolio continues to experience high occupancy of over 99% and sales and pedestrian traffic growth.

GWSCF closed the year with borrowings of $203 million, or 10% of total assets. The Fund has sufficient debt capacity to meet all short to medium term capital commitments, with two debt facilities totalling $370 million. The Distribution Reinvestment Plan was in operation throughout the year and raised $2.8 million of equity, providing another source of capital for the Fund.

1 Wollongong Central, NSW 3 Macarthur Square, NSW 30 2 Highpoint Shopping Centre, VIC 4 Carlingford Court, NSW

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KEY METRICS: GPT WHOLESALE SHOPPING CENTRE FUND PERFORMANCE (at 31 December 2009)

Property Investments Gearing 12 Month Total Return (pre–fees)	$2.0 billion 10.0% 1.7%
12 Month Total Return (post–fees)	1.0%

The Fund’s development pipeline provides clear opportunities to enhance Portfolio returns and over the year a $32 million refurbishment of Wollongong Central was completed. The works, which included a refurbishment of the former Crown Central building, commenced in April 2009 and involved an aesthetic upgrade including an extensive front of house refurbishment, essential plant and equipment upgrades, tenant remixing, and functional upgrades to the Centre. Delivered ahead of its anticipated completion date, the refurbished Centre also features new state of the art amenities, improved access and parking, as well as a strengthened fast food mix.

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Super Regional 29%
Major Regional 20%
City Centre 13%
Regional 19%
Sub Regional 9%
Neighbourhood 9%
Bulky Goods 1%
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GWSCF PORTFOLIO SUB SECTOR DIVERSITY (at 31 December 2009)

THE GPT GROUP ANNUAL REPORT 2009

OTHER INVESTMENTS

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Investments outside GPT’s core business now represent only 9% of the Group’s real estate investments.

SALES PROGRAM

The non–core asset sale program advanced significantly in 2009 with over $1 billion in assets sold. During the year Floreat Forum, three Homemaker City centres, the majority of the Hotel/Tourism assets, the US retail portfolio, the GPT Halverton business and the Group’s 80% interest in the Hamburg Trust business were sold.

GPT expects to progress the sale of the remaining non–core assets over time. GPT’s strengthened balance sheet and reduced debt profile enables GPT to retain these high quality assets until market conditions improve and value is able to be realised.

HOTEL/TOURISM

During 2009, the majority of the Hotel/Tourism Portfolio was sold.

The remaining asset, Ayers Rock Resort, represents a quality asset in a unique location, and is expected to be sold over time.

HOMEMAKER CITY PORTFOLIO

Three Homemaker City assets were sold over 2009. The remaining four assets are actively being marketed for sale and are expected to transact over time.

The key assets remaining include Ayers Rock Resort, the Homemaker City and US Seniors Housing Portfolios.

3 Bay Square at Yarmouth, USA

1 Ayers Rock Resort, NT 32 2 Fortitude Valley Homemaker City, QLD

“ Consistent with GPT’s refined strategic direction, the Group has made significant progress in exiting its non–core domestic and offshore portfolios. ” $1.1 billion non–core assets sold

US SENIORS HOUSING

GPT’s investment in the US seniors housing market consists of a 95% interest in 34 assets and a 20% interest in the manager of the Portfolio, Benchmark Assisted Living (BAL). The assets, which are located in the New England region of the United States, offer a variety of living situations including Independent Living, Assisted Living and Alzheimer’s Assisted Living.

Through an ownership interest in BAL, GPT has access to an experienced management team.

At 31 December 2009, occupancy across the Portfolio was 91.2% with an average rent per unit per month of US $5,350 (up from US $5,100 at 2008). Despite a slow down in economic conditions in the US, the Portfolio performed well, growing income by over 6%.

Given continued soft investment market conditions are expected to continue, GPT anticipates holding the Portfolio in the medium term until market conditions improve. In the interim there will be a continued focus on improved performance to optimise value.

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THE GPT GROUP ANNUAL REPORT 2009

CORPORATE RESPONSIBILITY

HEADLINE ACHIEVEMENTS AND RESULTS

Since GPT’s inception almost 40 years ago, the key tenet of our culture has been a commitment to the ‘community of interest’ which exists between our investors, our people and the communities we serve. This is reflected in the design of the environments we create, in the commitment of our people and in our direct support of community initiatives.

Our philosophy is well integrated into our operations at all levels of our business and our reward and recognition practices support employee endeavours through the inclusion of relevant targets in our people’s performance agreements.

The Group is delighted by the recognition received, both locally and internationally over the last year, including being named the 2009/2010 Dow Jones Sustainability Index Global Real Estate Leader.

The full details of our approach, focus and achievements can be found at our website which also includes GPT’s Corporate Responsibility Report, see www.cr.gpt.com.au. The full report has been compiled to be compliant with the Global Reporting Initiative (GRI).

GPT’s Corporate Responsibility Reporting is focused on the Group’s Australian Retail, Office and Industrial/Business Park Portfolios, which form the focus of the Group’s strategy and represent over 90% of real estate investments.

WORLD LEADER IN SUSTAINABILITY

GPT was awarded the 2009/2010 Dow Jones Sustainability Index Global Real Estate Leader and ranked number one globally in the inaugural Environmental Real Estate Index.

WORKING WITH TENANTS

Increasingly key corporate tenants are focused on the impact of their operations. Attracting and retaining tenants has been a driver for GPT’s approach to sustainability. Working with our tenants, GPT has introduced green performance criteria and mutual obligations in leases.

$1 BILLION IN SUSTAINABLE GROWTH

Over $1 billion in developments completed and underway in 2009, have established new social and environmental sustainability standards – saving energy, water and materials – within normal commercial return parameters.

$1.9 MILLION IN GOVERNMENT SUPPORT

GPT’s track record in sustainability and innovation has been recognised by State and Federal Governments granting the group in excess of $1.9 million for investment in clean–technology, eco–efficiency, education initiatives and programs.

COMMUNITY ENGAGEMENT

GPT benefits from our involvement in vibrant, strong, growing communities. Engagement through events, sponsorships and hands on contributions builds strong support for our business.

1 Corporate Responsibility microsite www.cr.gpt.com.au


As an active owner, GPT is committed to improving the social, economic and “
environmental capital of our stakeholders.
We engage our tenants, communities and
our people to actively manage the evolution of our assets over their lifecycle. ~~”~~
STATUS 2009 GOALS	2010 FOCUS
Achieve A+ GRI rating Improve GPT’s Dow Jones Sustainability Index ranking ü ü	In 2010 we will focus on: �Further developing our environmental management policy, strengthening its implementation, and working with our tenants to do so;
Continue to build Corporate Responsibility	�Broadening and streamlining measurement of our
coverage and depth through GPT’s core ü	initiatives across our portfolio to provide all asset
business	managers with a dynamic tool for use in their day–to–day
Better integrate Corporate Responsibility into risk management and internal audit functions ü	management, which we will continue to report; �Utilising development activities in the Retail and Office Portfolios to further develop robust models for engaging
Launch a new Corporate Responsibility microsite on GPT web page ü	tenants and end–users in the “co–creation” and management of assets;
Expand stakeholder engagement on material issues ü	�Reviewing our social investment initiatives to ensure alignment with our corporate strategy; and

Strengthening strategic research collaborations.

THE GPT GROUP ANNUAL REPORT 2009

CORPORATE RESPONSIBILITY

ENVIRONMENT

GPT seeks to optimise the operational efficiency of all assets. While major capital projects often provide a catalyst to invest in leading technology improvements, all aspects of operations are focused on reducing the Group’s environmental impact.

Through the use of smart metering systems and new management practices, energy and water savings have been identified and put in place. Planning for and leveraging capital expenditure to replace equipment at end of life allows better performance and great efficiency at no extra cost.

In 2009, GPT achieved the following priorities:

STATUS ü ü	2009 GOALS Meeting “best–in–class” eco–efficiency performance metrics Verifying major new developments
ü	Greater Corporate Responsibility engagement with co–owners and tenants

In 2009, GPT achieved an absolute annual reduction in resource consumption and emissions compared to 2005.

ENERGY DOWN BY 24%

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Total Energy Intensity (MJ/m2) Electricity and gas
are both increasingly
600.0 565 544 537 costly and constrained
500.0 459 essential services.
400.0 431 414 390 Saving energy cuts
300.0 pollution, saves
200.0 money and reduces
100.0 dependence on fossil
fuels, making sense
0.0
2005 2006 2007 2008 2009 2010 2012 commercially and
environmentally.
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WATER SAVINGS 33%

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Reduction in the
Water Use Intensity (L/m2)
1.80 consumption of water
1.60 1.56 1.47 saves money and also
1.40 1.28 makes the resource
1.201.00 1.06 1.03 1.01 0.96 available for other uses in the community.
0.80
0.60
0.40
0.20
0.00
2005 2006 2007 2008 2009 2010 2012
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WASTE RECYCLING RATE 48%

GREENHOUSE EMISSIONS INTENSITY CUT BY 28%*

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GPT’s own operations
Waste Recycling Rate
create only a small The risk of climate
GHG Emissions Scope 1 & 2
70%60%50% 44% 52% 48% 54% 63% volume of waste, however we facilitate the separation and 140.0120.0 132 133(kg CO2-e/m2)120 101 change demands prompt action. Careful management of energy
40% 39% recycling of waste from our tenants 100.080.0 94 89 84 and choosing low
30% 29% greenhouse energy
20% and customers, 60.0 systems has reduced
10% ensuring maximum 40.0 GPT’s carbon footprint.
recycling rates saving 20.0
0% 2005 2006 2007 2008 2009 2010 2012 resources and avoiding 0.0 2005 2006 2007 2008 2009 2010 2012 19% through energy efficiency and 9% from GreenPower.
overflowing landfills.
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Note: Red dash on each graph represents 2009 target.

INNOVATION IN BUILDING MATERIALS

Outside of operational resource consumption the construction phase of an asset consumes large quantities of steel, concrete and other materials. Choosing materials with lower environmental impact and maximising recycled content provides lasting benefit. Methods for designing and selecting materials have been effectively trialled at Rouse Hill and workplace[6] . These methods have also been incorporated in the major developments underway at Charlestown Square and One One One Eagle Street.

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COMMUNITIES

GPT’s retail, office and industrial/business park assets impact on the communities within which they operate, providing employment, access to services, and places for communities to meet and do business. GPT is therefore deeply committed to the wellbeing of the communities in which we operate.

This commitment is reflected in the processes of developing and managing our assets, evolving them in line with the emerging priorities of successive generations. Examples of this approach include the support of the ‘Renew Newcastle’ program, an innovative community–based initiative to reinvigorate the city centre pending development, and the development of Charlestown Square, a good example of the value generated through effective engagement of community groups.

In addition to our commitment to managing the direct community impacts of our assets, GPT supports a diverse

program of social initiatives, both national and local, with a focus on social inclusion, tolerance, creating pathways to economic participation, equity and support for volunteerism. Examples of these are outlined below.

In 2009, GPT achieved the following priorities:

STATUS 2009 GOALS

ü Deliver targeted outcomes for social programs ü Increase community engagement capabilities of all employees Build the social investment platform to targeted ü levels ü Increase engagement with key industry and community stakeholders

EARTH HOUR

GPT Office properties had 96% of their lights turned out, equal to 508 floors of office space.

NATIONAL RECYCLING WEEK

Planet Ark founded National Recycling Week to bring a national focus to recycling, minimising waste and managing material resources.

GPT supported National Recycling Week by sponsorship and activities including recycling stations at retail centres, a Coffee Cups recycling campaign at all office assets, bin rebranding, implementation of single recycling bins under desks at GPT offices, communications with all tenants through in lift displays and the distribution of coasters promoting recycling.

NATIONAL VOLUNTEER WEEK

National Volunteer Week celebrates volunteers and volunteerism in Australia. GPT sponsored and promoted National Volunteering Week at our managed shopping centres. Volunteer Recognition Awards were held to recognise volunteers who give their time to support the local community, while encouraging other members of the community to volunteer.

MENTAL HEALTH WEEK

Mental Health Week is a campaign aimed at promoting social and emotional wellbeing in the community.

GPT ran an awareness campaign at managed retail centres focused on breaking the stigma associated with mental health.

WALK TO WORK DAY

GPT Head Office coordinated meeting points around the city for a walk to work followed by breakfast.

RIDE TO WORK DAY

GPT Head Office employees also participated in Ride to Work Day.

NATIONAL TREE DAY

GPT promoted National Tree Day in its managed shopping centres. Employees also participated in giving away trees and helping with local tree planting activities. Over 10,000 trees were given away to visitors at retail centres and local schools.

WAYS TO SAVE – ECO–EXPO

GPT’s environmental awareness and education campaign, Ways to Save, aims to educate and inspire the community and customers by promoting eco products and practical eco–saving solutions. A national eco–expo week in our shopping centres exposed customers to green–tech products and services. See www.waystosave.net.au.

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THE GPT GROUP ANNUAL REPORT 2009

CORPORATE RESPONSIBILITY

CASE STUDIES

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ROUSE HILL TOWN CENTRE

Rouse Hill Town Centre (RHTC), completed March 2008, is Australia’s first regional retail centre to demonstrate a comprehensive approach to world class social and environmental sustainability. The Centre’s achievements include:

Enhancement of biological value of the site through the planting of more than 130,000 mostly indigenous trees and plants;
39% or 82,000 tonnes of the materials used in the construction included recycled content;
34% reduction in total energy use and 40% reduction in associated greenhouse gas emissions achieved through open streets providing 100% natural ventilation, a highly efficient central plant which services all tenants, tenant controlled air conditioning through a user–pays system and passive solar design;
A green travel plan, with 20.4% of staff registered as members of the Green Travel Club, who intend to take an alternative mode of transport to or from RHTC at least one day per week;
A waste recycling rate of 86%, which equates to 1,496 tonnes of waste being diverted from landfill;
100% of tenants on ‘green leases’, which include GPT Minimum Standards for energy, water and waste, as well as highlighting to retailers the impact of their material and transport choices; and
Community environmental promotions including ‘Bus and Shop on Us’, Family Bike Day and Going Green Photo competition.

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WORKPLACE[6]

Completed in November 2008, workplace[6] continues to achieve world leading standards in environmental design and resource efficiency for office buildings.

The asset was NSW’s first commercial development to achieve a 6 Star Green Star rating for design and is targeting 5 Stars NABERS Energy and Water ratings. Both these targets are the highest rankings available.

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CHARLESTOWN SQUARE

On the completion of a major development at the end of 2010, Charlestown Square will be the first shopping centre in Australia to use solar technology to power its air–conditioning system.

The solar collectors and associated plant will be installed as part of the Centre’s current $470 million development and will contribute to the target of reducing the Centre’s energy use by 50%. In 2008, $500,000 was granted towards the project by the NSW Government Climate Change Fund.

~~“~~ GPT is focused on creating and developing first class sustainable assets that will meet the needs of future generations. ONE ONE ONE EAGLE STREET ~~”~~

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This asset, which is currently being developed by GPT and is due to be complete at the end of 2011, has been designed to achieve a 6 Star Green Star rating from the Green Building Council of Australia.

Sustainability elements incorporated into this asset include:

High efficiency window glazing and large amounts of natural light;
High efficiency/low brightness automatic light fittings;
Chilled beam technology and temperature control zones; and
Significant water saving through the use of river water for air–conditioning heat rejection in lieu of cooling towers.

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530 COLLINS STREET

A significant upgrade is underway to improve the asset’s environmental performance. GPT has entered into an Energy Performance Contract to guarantee an outcome of at least 4.5 Star NABERS Energy Rating – an improvement on the current 3.0 Energy Rating. The improvements are anticipated to reduce greenhouse gas emissions by 4,700 tonnes CO2 equivalent per annum.

Savings from retrofitted energy efficiencies are anticipated to be in excess of $360,000 per annum.

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CARLINGFORD COURT

In the past year, Carlingford Court has been recognised by the Sustainability Advantage Performer program (a joint initiative between NSW Department of Environment and Climate Change NSW (DECC) and Hornsby Shire Council) as the program’s best commercial business for its water, energy and waste savings.

The program provides medium to large businesses with high quality environmental consultants to provide advice with the objective of reducing their ecological footprints.

THE GPT GROUP ANNUAL REPORT 2009

CORPORATE RESPONSIBILITY

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2007
GPT first to mandate the
2006 use of green leases for its
2004 First property retail tenants.
Quad 4 – first group to sign
speculative a voluntary
development in Sustainability
NSW to achieve 2005 Covenant with
2000 2003 5 Star Green Star 800/808 Bourke Street EPA Victoria.
GPT produces GPT conducts audit Office Design v2. – first development to
first Corporate of all assets in its include ABGR in lease
Responsibility portfolio to create and contracts. Wins
Report for an CR data baseline and Banksia Award for
Australian REIT. improvement strategy. Sustainable Buildings.
GPT
Sustainability
Covenant
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2005
Melbourne Central
– largest naturally 2007
ventilated shopping
GPT purchases
centre space in GreenPower for 25%
Australia.
of the energy requirement
across its managed
2006 office portfolio.
GPT undertakes waterless
2003 wok trial for a restaurant
Erina Fair first eatery tenancy, which delivers
to achieve a fully passive savings of 54,000 litres of
air conditioning and water a day. Leads to a ban
lighting system. on water based woks in
GPT assets.
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“
GPT has a track record for undertaking projects
which set new benchmarks that translate into
new industry practice. ”
2009
GPT named Dow Jones
Sustainability World Index Leader
in Real Estate Sector, and achieves
externally assured A+ Global
Reporting Initiative rating.
2008
2007 Darling Park 3 achieves
Quad 4 wins 2008 Urban first 5 Star NABERS
Taskforce Development Energy rating for
Excellence Award and conventional design.
2009 Property Council
of Australia Rider Levett
Bucknall Award for
2009 2011
Excellence and Innovation.
workplace [6] – first One One One Eagle
6 Star Green Star Street Brisbane
2008 As Built V2 in NSW. 2009 development,
Highly Commended Wins 2009 Urban GPT wins Banksia targeting a 6 Star
– Hewitt Best Taskforce Development Foundation Green Star rating.
Employers Survey Excellence Award Large Business
(Australian & NZ). for best sustainable Sustainability Award.
development.
2020
2010
2009
Rouse Hill Town Centre wins 2009 Charlestown Square,
next evolution in
Property Council of Australia sustainable retail with
Rider Levett Bucknall Awards for
2007 l Innovation and Excellence.Overall Winner Australia’s Australia’s largest embedded energy plant
GPT launches strategic featuring co–generation
social investment and Top Property Development and solar.
community program. 2008 l Winner for Shopping Centre Developments 2009.
Rouse Delivered 32% eco–footprint
Hill Town reduction.
Centre built
to world’s best practice
environmental and
community standards.
Wins 2008 Banksia
People’s Choice Award.
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THE GPT GROUP ANNUAL REPORT 2009

CORPORATE RESPONSIBILITY

WORLD CLASS RECOGNITION

The GPT philosophy has always been to build and maintain world class property that endures, providing high value to all stakeholders over the long term. Aiming for world class is a strategy that inspires our people to apply their vision and skills today with a view to tomorrow.

Named the 2009/2010 Dow Jones Sustainability Index Global Real Estate Leader

The Dow Jones Sustainability Index is the first global indices tracking the financial performance of the leading sustainability–driven companies worldwide, providing asset managers with reliable and objective benchmarks to manage sustainability portfolios.

Awarded the 2009 Banksia Foundation’s Large Business Sustainability Award

The Banksia Awards are Australia’s most prestigious environmental accolade and recognise people, organisations and governments for environmental excellence.

Achieved an A+ Global Reporting Initiative Report ranking for the 2008 Corporate Responsibility Report

The GPT Group was the first property company in Australia to achieve the highest ranking (A+).

Listed as one of the ‘2010 Global 100 Most Sustainable Corporations in the World’

An annual project initiated by Corporate Knights: The Canadian Magazine for Responsible Business.

Ranked #1 in the Global Environmental Real Estate Index

The inaugural global Index is part of a report by the European Centre for Corporate Engagement at Maastricht University, Netherlands, to measure the environmental performance of the commercial real estate sector globally.

Winner of 2009 NSW DECC Green Globe Business Award Rouse Hill Town Centre

Overall Winner of the 2009 Property Council of Australia/Rider Levett Bucknall Innovation and Excellence Awards

Rouse Hill Town Centre

Winner of 2009 Property Council of Australia Pitney Bowes Business Insight Award for Shopping Centre Developments Rouse Hill Town Centre

Winner of 2009 Property Council of Australia Bluescope Buildings Award for Business Industrial Parks Quad Business Park

Highly Commended for the 2009 Australian Property Institute (NSW Division) – Dexus Property Group Environmental Development Award workplace[6]

Winner 2009 Australian Urban Taskforce Development Excellence Award for Sustainable Development workplace[6]

The report was commissioned by three leading pension funds, APG Asset Management, PGGM Investments and The Universities Superannuation Scheme.

1 Rouse Hill Town Centre, NSW 42 2 workplace[6] , Sydney

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THE GPT GROUP ANNUAL REPORT 2009

INVESTOR RELATIONS

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GPT is committed to ensuring the Group’s 60,000 investors are informed about the activities of the Group and have access to detailed information about their investment.

GPT regards good corporate governance as being of critical importance to all of GPT’s stakeholders and a fundamental component of our commitment to our Securityholders. The Board of GPT strives to ensure that the Group meets high standards of governance across its operations. This is an ongoing commitment, requiring continual review, modification and enhancement.

GPT is also committed to operating in a sustainable manner taking into account the needs of all stakeholders and the impact on the environment and communities in which the Group operates.

Further details concerning this can be found in the Corporate Responsibility section of the Annual Report and GPT’s Corporate Responsibility mircosite.

GPT continues to provide regular communications in conjunction with quarterly distribution payments to Securityholders. These include an Annual Update (December quarter), Mid Year Update (June quarter) and Investor Newsletters in March and September.

GPT’s website is also a useful source of information for Securityholders. The site is regularly updated to provide up to date information, and includes detailed information about GPT’s business activities, investment performance and payments. All ASX announcements are posted to the site, in compliance with ASX’s continuous disclosure requirements, and GPT’s internal Disclosure Policy.

Copies of past and present Annual and Mid Year Reports, Investor Newsletters, and market update presentations may be downloaded from the site.

A new microsite housing the Group’s Corporate Responsibility reporting and initiatives was launched in March 2009. The site, which features Global Reporting Initiative (GRI) performance

1 1 Farrer Place, Sydney 3 7 Figtree Drive, Sydney Olympic Park, NSW 44 2 Melbourne Central, Melbourne

2 3

and target tables, case studies on the Group’s sustainable developments, and a list of the Group’s partnerships and stakeholders, achieved an externally assured A+ rating.

You can visit GPT’s website at: www.gpt.com.au

RESULTS BRIEFINGS

GPT now webcasts both Annual and Mid Year Results briefings, as well as other major announcements, on the Group’s website.

ANNUAL GENERAL MEETING

The Group’s 2009 Annual General Meeting was held on 25 May 2009 in Sydney.

Securityholders were asked to vote on resolutions pertaining to:

the re–election of Directors;
the adoption of the Remuneration Report;
amendment to the constitutions of the Group in relation to:
a. the Proportional Takeover Provisions;
b. illegible proxy forms;
c. the issue of performance rights;
the approval and adoption of the GPT Group Stapled Security Rights Plan; and

All resolutions were passed by the requisite majorities.

All GPT investors are encouraged to attend the Annual General Meeting and use the opportunity to ask questions of the Board. However, for those investors who are unable to attend, GPT’s Annual General Meetings are webcast on www.gpt.com.au and questions for the Board and management can be forwarded in advance for discussion at the Annual General Meeting.

ENQUIRIES

GPT is committed to providing a high level of service to all of our Securityholders. We encourage feedback and endeavour to resolve all enquiries and complaints in a timely and satisfactory manner.

Enquiries about your investment can be directed to our Securityholder Service Centre on freecall 1800 025 095. This service is available from 8.30am to 5.30pm (Sydney time) on all business days. Enquiries may also be emailed via GPT’s website (www.gpt.com.au) or Link Market Services’ website (www.linkmarketservices.com.au).

Requests for changes to your holding details, payment details, or general enquires can all be directed to the Securityholder Service Centre.

the approval of Stapled Securities and Exchangeable Securities issued since the last Annual General Meeting of the Company;
a. the approval of 31,897,404 stapled securities issued to Reco 175LS Aust Pte Limited; and
b. the approval of 2,500 exchangeable stapled securities
- issued to Reco 175LS Aust Pte Limited.

THE GPT GROUP ANNUAL REPORT 2009

CORPORATE GOVERNANCE

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1. INTRODUCTION

The GPT Group (GPT or the Group) comprises GPT Management Holdings Limited (ACN 113 510 188) (GPTMHL) and General Property Trust (Trust). GPT RE Limited (ACN 107 426 504) (GPTRE) AFSL (286511) is the Responsible Entity of the Trust. GPT’s stapled securities are listed on the Australian Securities Exchange (ASX).

The ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations’ (Principles) Second Edition August 2007, provide a framework for good corporate governance. This statement complies with the Principles as originally issued and as revised in August 2007 and reflects GPT’s corporate governance framework as at March 2010. A table summarising the Group’s compliance with the Principles is provided at the end of this statement.

GPT’s website has a Corporate Governance section containing further information on GPT’s governance practices together with copies of relevant policies such as Board and Committee Charters, Code of Conduct, Continuous Disclosure Policy, Whistleblower Policy and Personal Dealing Policy.

3. PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

3.1 Role and Responsibilities of the Board and Delegation to Management

As a result of the stapling of GPTRE and GPTMHL, both entities operate as a coordinated group. For example, the entities must, to the extent possible, ensure the Boards of GPTRE and GPTMHL have the same composition and that meetings are held concurrently or consecutively. References to the “Board” in this statement are references to the Board of GPTRE (as responsible entity of the Trust) and GPTMHL.

The Board is accountable to Securityholders for GPT’s performance and is responsible for the overall management and governance of GPT.

The Board is responsible for overseeing all of GPT’s businesses, including:

setting strategic direction and ensuring it is followed;
� approving and monitoring business plans to execute strategy;
approving major investments and commitments above $20 million;

2. GPT’S APPROACH TO CORPORATE GOVERNANCE

GPT regards good corporate governance as being of critical importance to all of GPT’s stakeholders and a fundamental component of GPT’s commitment to Securityholders. GPT’s Board strives to ensure that GPT meets high standards of governance across its operations. This is an ongoing commitment, requiring continual review, modification and enhancement from time to time.

GPT is also committed to operating in a sustainable manner taking into account the needs of all stakeholders and the impact on the environment and communities in which GPT operates.

Further details concerning this are set out in the Corporate Responsibility section of this Annual Report (pages 34 to 43) and GPT’s Corporate Responsibility microsite.

reviewing and ratifying systems of risk management, internal compliance and control and legal compliance and codes of conduct;
reviewing Chief Executive Officer performance and results;
reviewing Director and Senior Executive compensation and benefits; and
approving and monitoring financial and other reporting.

The Board has established a formal Charter setting out its main responsibilities and functions.

A copy of the Board Charter can be obtained from GPT’s website.

All matters not specifically reserved for the Board and necessary for the day–to–day management of GPT, are delegated to management. The Board has approved delegated authority limits for management in this context. These delegated authorities are reviewed on an annual basis. The Board has also delegated specific responsibilities to

1 Ken Moss (Chairman) 3 Michael Cameron (CEO and Managing Director) 46 2 Rob Ferguson (Deputy Chairman) 4 Eric Goodwin (Director)

5 Ian Martin (Director) 6 Lim Swe Guan (Director)

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Board Committees to deal with particular matters. These Committees are discussed in more detail below.

All new Directors have formal agreements governing their employment. These agreements prescribe:

term of appointment – subject to Securityholder approval;
remuneration;
expectations in relation to attendance at meetings;
expectations and procedures in relation to other directorships;
procedures in relation to conflicts of interest;
insurance and indemnity arrangements;
compliance with governance policies (including Code of Conduct, Board and Committee Charters, Personal Dealing Policy and Conflicts Management Policy);
access to independent advice; and
confidentiality and access to information.

All Senior Executives have formal agreements governing their employment. These agreements prescribe:

job description;
confidentiality; and
notice and rights on termination*.
Further details on these in relation to the Key Management Personnel are set out in the Remuneration section of the Directors’ Report.

4. PRINCIPLE 2: STRUCTURE OF THE BOARD TO ADD VALUE

4.1 Composition of the Board

The Boards of GPTRE and GPTMHL have the same Directors, comprising seven Non–Executive Directors and one Executive Director.

The Board represents a broad range of skills and experience to assist with decision making and leading GPT. Members of the Board have significant experience in various fields, including funds management, property investment, financial markets, accounting and general management. Details concerning the membership of the Board, the period of office and the experience and expertise of the Directors of the Board are set out in the Directors’ Report.

remuneration*;
compliance with governance policies (including Code of Conduct, Personal Dealing Policy and Conflicts Management Policy);

Anne McDonald (Director) 9 Eileen Doyle (Director)

8 Brendan Crotty (Director)

THE GPT GROUP ANNUAL REPORT 2009

CORPORATE GOVERNANCE

4.2 Director Independence

The Board is responsible for determining the independence of each Director. In determining each Director’s independence, the Board refers to the following criteria adapted from the Principles and set out in the Board Charter:

the Director must be non–executive;
the Director cannot be a substantial Securityholder of GPT;
the Director must not have been employed in an executive capacity with GPT within the last three years;
the Director must not have been a principal or employee of a material professional adviser or consultant to GPT within the last three years;
the Director must not have been a material supplier or customer to GPT;
the Director has no material contractual relationship with GPT other than as a Director;
the Director has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of GPT;
the Director is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of GPT;
the Director’s past performance (if applicable) in their role as a Director.

The Board recognises that the above principles are relevant in determining independence, but considers that independence is a matter of judgement having regard to all the facts and circumstances of particular relationships or circumstances.

The Board considers that of the matters set out above, the most relevant consideration for determining the independence of GPT’s Directors is that a Director be free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of GPT. This principle is also used when considering issues such as the materiality of any identified interest, business or relationship. The Board evaluates the materiality of any interests or relationships that could be perceived as to compromise independence on a case by case basis having regard to the circumstances of each Director.

Based on the criteria above and having taken in account the matters noted below, the Board considers all other Non– Executive Directors to be independent.

Ian Martin was an independent Non–Executive Director of Babcock & Brown Limited (B&B) until his retirement in 2009. GPT has a joint venture with Babcock & Brown International Pty Limited (BIPL) which is a subsidiary of B&B. Whilst Mr Martin was a Director of B&B, he was considered to be conflicted in respect of decisions involving B&B in accordance with GPT’s Conflicts Management Policy which is discussed below.

The Board considers Mr Martin to be an independent director including during the period he was a director of B&B. In considering this issue and making its determination that Mr Martin is independent, the Board has had regard to a number of factors, including: the impact the conflicts noted above have on the Directors’ ability to take part in the affairs of the Board generally; the materiality of the issues in which the Directors are unable to take part compared to the Directors who do not have these conflicts; Directors’ participation and approach at Board and Committee meetings. Having regard to the above, the Board considers that Mr Martin’s interest could not reasonably be considered to materially interfere with his ability to act in GPT’s best interests.

4.3 Notification of Interests and Conflicts

Directors are required to notify the Chairman of any contract, office (including other directorships) or interest which might involve a conflict of interest and a list of interests is included at the front of the Agenda for each Board meeting.

The Board has developed a Conflicts Management Policy to provide guidance in the event of a conflict of interest arising. The Conflicts Management Policy provides guidance principally in respect of conflicts arising from the existence of obligations owed by certain Directors to other corporate entities, but also in respect of conflicts arising from any material personal interests held by the Directors. In particular, where a conflict of interest may exist, Directors will not take part in discussions or vote on the matter being considered.

A copy of GPT’s Conflicts Management Policy is available on GPT’s website.

Lim Swe Guan is not considered independent as he is a nominee of GIC Real Estate.

1 Wollongong Central, NSW 3 Australia Square, Sydney 48 2 8 Herb Elliott Ave, Sydney Olympic Park, NSW

2 3

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4.4 Attendance at Board Meetings by Directors

The number of Board meetings and Directors’ attendance at those meetings during the financial year is set out in the Directors’ Report.

4.5 Access to Information and Independent Advice

Each Director enters into an Access and Indemnity Deed with GPT to ensure seven years access to documents after their retirement as a Director.

The Board collectively, and each Director individually, has the right to seek independent professional advice in the performance of their duties as a Director.

4.6 Induction and Training

On commencement of employment, all Directors and employees undertake an induction program which includes information on GPT’s values, Code of Conduct, OH&S and employment practices and procedures.

General compliance training is provided to all employees and specific training is provided depending on job function (eg to meet licensing requirements, or to meet specific industry or professional body accreditation requirements). GPT has also built an in–house learning and development capability to support the maintenance and development of required employee capabilities.

Ongoing training for Directors involves education programs which are incorporated into the Board program, visits to GPT’s offices or assets and presentations on developments impacting the business.

4.7 Review of Board Performance

The Board is committed to enhancing its own and management’s effectiveness through a combined process of continuing education and performance management.

The Board considers that reviewing its performance is essential to good governance. This review process is designed to help enhance performance by providing a mechanism to raise and resolve issues and to provide recommendations to assist the Board to enhance its effectiveness.

An evaluation of the Board’s performance was undertaken in 2009. It was conducted in accordance with the principles set out in this statement.

4.8 Board Renewal

Over the last year, GPT undertook a process of Board renewal and succession planning. As part of this process:

the new role of Deputy Chairman was introduced with Rob Ferguson being appointed as Deputy Chairman on 25 May 2009;
Dr Ken Moss, Chairman of GPT, has indicated that he will not be standing for re–election at the 2010 Annual General Meeting. The Board has determined that Deputy Chairman Rob Ferguson, will be appointed Chairman of the Board subject to ratification of his appointment by Securityholders at the 2010 Annual General Meeting;
Brendan Crotty was appointed as a Non–Executive Director on 22 December 2009 subject to ratification of his appointment by Securityholders at the 2010 Annual General Meeting;
Ian Martin has indicated that he will not be standing for re–election at the 2010 Annual General Meeting; and
Dr Eileen Doyle was appointed as a Non–Executive Director on 1 March 2010 subject to ratification of her appointment by Securityholders at the 2010 Annual General Meeting.

4.9 Review of Performance of Senior Executives

GPT has implemented a uniform performance management system to provide employees with clear financial and personal performance objectives. Components of this system include GPT or business unit financial and non financial key performance indicators as well as an assessment of performance measured against GPT’s values and culture. These key performance indicators are initially set by the Board for the Chief Executive Officer and are then cascaded into the business.

The Nomination and Remuneration Committee conducts a performance review of the Chief Executive Officer annually and makes recommendations to the Board. In turn, the Chief Executive Officer conducts performance reviews of the Senior Executive team and reports on their performance to the Nomination and Remuneration Committee.

The performance of the Chief Executive Officer and Senior Executives during 2009 was reviewed in accordance with these principles.

Further details can be found in the remuneration report on pages 69 to 88 of the Directors’ Report.

THE GPT GROUP ANNUAL REPORT 2009

CORPORATE GOVERNANCE

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4.12 Audit and Risk Management Committee

4.10 Committees of the Board

The Board has established the Audit and Risk Management Committee and Nomination and Remuneration Committee to assist it in carrying out its responsibilities.

The Chairman of each Committee is an Independent Director with the appropriate qualifications and experience to carry out that role. Members of the Committees must all be Non– Executive Directors.

Each of the Committees has a formal Charter setting out its responsibilities and functions.

Copies of these Charters can be obtained from GPT’s website.

4.11 Nomination and Remuneration Committee

GPT’s Nomination and Remuneration Committee was established with responsibility for identifying and making recommendations to the Board regarding the appointment of Non–Executive Directors and reviewing and making recommendations to the Board regarding remuneration of Non–Executive Directors and Senior Executives.

The Board has established the Audit and Risk Management Committee to give assurance regarding the quality and reliability of financial information used by the Board and to review and report on financial statements issued by GPT. In addition, the Audit and Risk Management Committee performs a range of advisory services to the Board, including:

review of compliance with statutory responsibilities relating to financial disclosure;
review of ongoing compliance with laws and regulations;
review of ongoing compliance with the Trust’s Compliance Plan;
overseeing the establishment and implementation of internal controls and a risk management system that incorporates a system of assurance confirming GPT’s risks are being considered and appropriate management plans are in place; and
providing advice to the Board on whether the provision of non–audit services by the external auditor is compatible with the standards of independence required by the Corporations Act, 2001.

Members of the Audit and Risk Management Committee during 2009 were:

Anne McDonald (Chairman)

Before making a recommendation to the Board regarding the appointment of a new Director, the Nomination and Remuneration Committee will assess the appropriate mix of skills, experience and expertise required on the Board and any future succession planning needs to identify potential candidates. An external professional recruitment search firm may also be employed.

Members of the Nomination and Remuneration Committee during 2009 were:

Ian Martin (Chairman)
Peter Joseph (retired on 25 May 2009)
Malcolm Latham (retired on 25 May 2009)
Ken Moss (appointed to Committee on 25 May 2009)
Rob Ferguson (appointed on 25 May 2009)

The attendance record for the Nomination and Remuneration Committee in 2009 is set out in the Directors’ Report.

Ken Moss (retired from Committee on 25 May 2009)
Eric Goodwin
Lim Swe Guan (appointed on 21 April 2009)

The Audit and Risk Management Committee meets a minimum of four times per year. The attendance record for the Audit and Risk Management Committee in 2009 is set out in the Directors’ Report.

4.13 Corporate Responsibility Committee

In 2007 the Board established the Corporate Responsibility Committee to assist it in overseeing GPT’s commitment to good corporate citizenship and being an ethically and socially responsible organisation. On 30 June 2009 the Board resolved to discontinue the Corporate Responsibility Committee and to incorporate its activities into the Board’s functions.

1 10–12 Mort Street, Canberra 3 Darling Park, Sydney 50 2 Rouse Hill Town Centre, NSW

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5. PRINCIPLE 3: PROMOTE ETHICAL AND RESPONSIBLE DECISION–MAKING

Funds management is a business based to a large extent upon integrity and mutual trust where the interests of all stakeholders are recognised. GPT has established a Code of Conduct to assist Directors and employees to ensure that their conduct and the conduct of GPT meets the highest ethical and professional standards.

5.1 Code of Conduct

All Directors and employees are committed to, and bound by, GPT’s Code of Conduct. The Code of Conduct does not seek to provide prescriptive rules on every ethical issue that may be faced by Directors or employees. Rather it provides a benchmark for ethical behaviour to assist GPT to maintain the trust and confidence of all of GPT’s stakeholders. The Code of Conduct also articulates the consequences for Directors and employees if they do not perform to the standards that are expected of them.

The Code of Conduct deals with:

ethical behaviour;
conflicts of interest;
prohibition on insider trading;
prohibition on making unauthorised gains;
non–disclosure of confidential information;

5.2 Trading in Securities and Hedging

In addition to its responsibilities under the Corporations Act, the Board has established a policy for Directors and employees trading in GPT Securities. This policy provides that:

Directors and employees are only permitted to trade in GPT Securities in the six week period beginning three days after the announcement of GPT’s half year, full year results or the provision by the Board of forecasts in an offer document released to the market. In addition to this trading window, Link Market Services Limited (as administrator of the GPT Employee Security Ownership Plan) may acquire Securities on behalf of employees who participate in the GPT Employee Security Ownership Plan;
even during the permitted trading window, no Director or employee may deal in GPT Securities if he or she has information which, if publicly available, would affect the price of those Securities;
entering into transactions in products which have their primary aim of limiting the economic risk of holding GPT Securities acquired as part of the GPT Employee Security Ownership Plan is prohibited;
dealing in financial products over GPT Securities created by third parties (e.g. options, warrants), is prohibited.

GPT’s Code of Conduct also sets out an explanation and prohibition of insider trading.

equal opportunity;
fair dealing;
health and safety;
protection and use of company assets;
prohibition on making unauthorised public statements.

GPT also has a Whistleblower Policy which deals with reporting and investigating unethical behaviour.

All employees receive Code of Conduct training on commencement of employment with GPT and routine refresher training thereafter.

A full copy of the Personal Dealing Policy can be obtained from GPT’s website.

5.3 Political Donations

GPT’s policy in relation to political donations is to ensure that all donations made by GPT are registered and, to the extent practicable, bipartisan. A regular review of donations made by GPT is undertaken by the Board. GPT made political donations totalling $4,290 in 2009.

Copies of GPT’s Code of Conduct and Whistleblower Policy can be obtained from GPT’s website.

THE GPT GROUP ANNUAL REPORT 2009

CORPORATE GOVERNANCE

5.4 Governance for Externally Managed Funds

GPT recognises that as the manager of an externally managed vehicle, conflicts or potential conflicts may arise from time to time between GPT and the externally managed funds. Therefore effective and transparent governance procedures are vital to ensure that the interests of investors in the fund are being protected.

GPT has adopted the following basic principles for managing conflicts of interest that may arise:

regular reporting in relation to conflicts;
training of executives on their responsibilities in providing services to externally managed funds as part of a funds management business;
clear delineation of the matters that require investor consent in the operation of the funds;
fees paid to GPT by the funds are as stipulated in the documentation establishing the fund or otherwise on an “arm’s length” basis.

GPT’s funds management business in Australia currently comprises the GPT Wholesale Office Fund and the GPT Wholesale Shopping Centre Fund (Funds). GPT Funds Management Limited, a subsidiary of GPTMHL, is the Responsible Entity of these Funds. The Board of the Responsible Entity is responsible for all decisions in respect of the Funds and, if there is a conflict between the investors’ interests and the interests of GPT, the Board of the Responsible Entity must give priority to the investors’ interests. Under the arrangements entered into between GPT and investors, it has been agreed that the Board of the Responsible Entity will be comprised of a majority of independent directors and transactions between the Funds and GPT are to be approved by the Board of the Responsible Entity (comprised only of its independent directors).

6. PRINCIPLE 4: SAFEGUARD INTEGRITY IN FINANCIAL REPORTING

6.1 Audit and Risk Management Committee

The Board has established the Audit and Risk Management Committee. The Audit and Risk Management Committee is comprised only of Non–Executive Directors all of whom are independent.

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At least one member of the Audit and Risk Management Committee has relevant accounting qualifications and experience and all members have a good understanding of financial reporting and risk management.

Further details of the structure and responsibilities of the Audit and Risk Management Committee are set out under Principle 2.

6.2 External Auditor

GPT’s external Auditor is PricewaterhouseCoopers (PWC).

Under the Board’s guidelines for the engagement of, and dealing with, GPT’s Auditor:

the Auditor’s appointment will be reviewed every five years and the lead audit and review partner must be rotated every five years;
any major non–audit work to be undertaken by the Auditor must be approved by the Audit and Risk Management Committee; and
the Audit and Risk Management Committee regularly monitors the type of non–audit work undertaken by the Auditor and the fees paid for such work and provides advice to the Board on the independence of the Auditor.

The Audit and Risk Management Committee is responsible for making recommendations to the Board on the appointment, reappointment, replacement, and remuneration of external Auditors.

All fees paid to the Auditors are disclosed in GPT’s Annual Financial Report. In relation to the audit of the Annual Financial Report of GPT for the year ended 31 December 2009 PWC has provided written confirmation to the Board that, to the best of its knowledge and belief, there have been no contraventions of:

the auditor independence requirements of the Corporations Act 2001; and
any applicable code of professional conduct.

A copy of PWC’s independence declaration is included at page 90 of the Directors’ Report.

1 Westfield Penrith, NSW 52 2 818 Bourke Street, Melbourne

7. PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE

Continuous Disclosure Policy

The Board is committed to ensuring that all stakeholders are fully informed in a timely manner so that trading in GPT Securities takes place in an informed and competitive market.

GPT has a Continuous Disclosure Policy which outlines the concepts and principles of continuous disclosure, how they apply in practice, the obligations on GPT personnel to keep the market informed at all times, the procedures to be followed in the case of a disclosable event and the penalties for contravening continuous disclosure obligations. All employees receive training on GPT’s obligations to ensure disclosure of material information.

The Company Secretary is responsible for communication with the Australian Securities Exchange in relation to listing rule obligations including continuous disclosure.

A copy of the Continuous Disclosure Policy can be obtained from the GPT website.

8. PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS

The Board is committed to effective communication with GPT’s stakeholders on all major developments and events concerning GPT’s operations and financial results. To achieve this, GPT has designed a communications policy which outlines GPT’s procedures for disclosure of information to the market.

8.1 Communication with Stakeholders

In addition to complying with the continuous disclosure obligations required by the Australian Securities Exchange, timely and accurate information is made available to all stakeholders. Announcements are:

released to the Australian Securities Exchange in the case of market sensitive information;
posted to the ‘News and Media ’ section of the GPT website (additionally, interested parties can register for GPT’s ‘Alert Service’ to receive an emailed message following new announcements);
distributed to major media and investor contacts.

Major communication forums, such as Full and Half Year results briefings and the Annual General Meeting, are also webcast.

GPT maintains an extensive website which includes the following information:

copies of Annual Reports (from 1971 to 2009);
historical information in relation to distributions including all distributions paid since 1985;
detailed property information;
Board and Committee charters and policies.

Executives also meet with investors and their representatives on a regular basis to discuss GPT’s performance.

8.2 Annual General Meeting

GPT’s Annual General Meeting is held each year, typically in April/May. In addition to formal business, the meeting is an opportunity for Securityholders to be briefed on GPT’s activities and to ask questions of the Board and management.

A Notice of Meeting and accompanying Explanatory Memorandum on proposed resolutions is provided to Securityholders well in advance of any meeting of Securityholders. It is also posted on GPT’s website and lodged with the ASX.

Securityholders who are not able to attend GPT’s Annual General Meeting are able to vote by proxy in accordance with the Corporations Act.

The Board encourages participation of Securityholders at the Annual General Meeting. The Chairman encourages questions and comments from Securityholders and the meeting is structured to allow ample opportunity for those present to participate.

The Auditor attends the Annual General Meeting and is available to answer Securityholder questions about the conduct of the audit and the preparation and content of the Auditor’s Report.

The Annual General Meeting is webcast via GPT’s website for those Securityholders who are unable to attend in person. Additionally, the Chairman’s address is immediately announced to the ASX.

THE GPT GROUP ANNUAL REPORT 2009

CORPORATE GOVERNANCE

GPT, but also through GPT’s associated entities, service providers and business partners.

9. PRINCIPLE 7: RECOGNISE AND MANAGE RISK

9.1 Risk Management Compliance Framework

Whilst GPT recognises that risk is inherent in all enterprises, GPT adopts a proactive risk management approach directed toward realising potential opportunities whilst managing possible adverse effects. GPT also recognises that risk management is not static and systems and procedures must be able to respond to the demands of a rapidly changing market, such as in 2008 which saw the negative and unforeseen impact of the global credit crisis and general operating conditions on real estate markets around the world.

GPT’s approach to risk management follows the ‘Australian/ New Zealand Standard on Risk Management AS/ NZ4360:2004’. It is also guided by the Enterprise Risk Management Integrated Framework of the Committee of Sponsoring Organisations of the Treadway Commission (COSO).

The Board has adopted a Risk Management Policy outlining GPT’s objectives, strategies and resources to identify, evaluate, treat, monitor, quantify and report significant risks to the Audit and Risk Management Committee and, through the Audit and Risk Management Committee, to the Board. Management, through the Chief Executive Officer, is responsible for designing, implementing and reporting on the adequacy of GPT’s risk management and internal control system.

The objectives of GPT’s approach are to provide effective identification, assessment and management of risks that may impact on Securityholder value. Specifically:

strategic and operational risks are reviewed at least annually by all core portfolios/businesses;
operational risk profiles are also reviewed more frequently by portfolio risk committees;
executive management committees also meet regularly to deal with specific areas of risk such as OH&S and Treasury.

Underpinning this system is the recognition that while the Board retains ultimate responsibility, each level of the business is responsible for risk management, not just within

In addition, GPT’s risk management system incorporates a system of assurance and internal audit activities to confirm that GPT’s risk management system is functioning, key risks are being considered and appropriate management plans are being implemented to minimise key risks. GPT has an internal risk management team who assist the Chief Risk Officer in undertaking these assurance and internal audit activities. An annual work program of assurance and internal audit activities is prepared based on the results of GPT’s annual risk review. Results of assurance and internal audit reviews are reported to the Audit and Risk Management Committee and, through the Committee, to the Board.

Reporting to the General Counsel, the Compliance Manager promotes a compliance culture across GPT, while assisting management to comply with the regulatory framework within which GPT operates. This includes monitoring compliance with the Trust’s Compliance Plan and other key compliance policies and procedures of GPT. Reports on compliance activities are provided to the Audit and Risk Management Committee and, through the Committee, to the Board.

The Audit and Risk Management Committee and, through it the Board, receive reports on GPT’s risk management practices and control systems and the effectiveness of GPT’s management of its material business risks.

9.2 Integrity in Financial Reporting, Risk Management and Internal Control

For the period ended 31 December 2009, the Board has received written assurance from the Chief Executive Officer and Chief Financial Officer that the declaration provided by them in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal compliance and control which, in all material respects, implements the policies adopted by the Board and that this system is operating effectively and efficiently in all material respects in relation to financial reporting. Since 31 December 2009 nothing has come to the attention of the Chief Executive Officer and Chief Financial Officer that would indicate any material change to these statements.

1 92–116 Holt Street, Pinkenba, QLD 3 Erina Fair, NSW 54 2 HSBC Centre, Sydney

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10. PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY

10.1 Nomination and Remuneration Committee

GPT’s Nomination and Remuneration Committee is responsible for:

reviewing and making recommendations to the Board on remuneration policies (including performance management and short and long term incentive schemes) applicable to GPT employees;
reviewing the Chief Executive Officer’s performance and remuneration annually, and reporting to and making recommendations to the Board thereon;
making recommendations to the Board on remuneration policies and packages applicable to Board members.

Further information concerning the Nomination and Remuneration Committee is set out above under Principle 2.

10.2 Remuneration Policy

GPT is a performance–based culture that creates opportunities for market competitive rewards to employees in line with their performance. As a result, GPT’s remuneration strategy is focused on aligning and rewarding superior employee performance. GPT’s remuneration processes are also designed to demonstrate a clear and direct link between GPT’s performance and an individual’s performance and remuneration.

The Board, with the assistance of the Nomination and Remuneration Committee, aims to create a remuneration system that:

is transparent;
is fair and market competitive;
encourages superior performance by aligning employee rewards with the interests of all stakeholders;
attracts, motivates, retains and rewards talented and skilled directors, executives and employees;
rewards employees who align their conduct and performance with the core values and culture of GPT.

Non–Executive Directors receive fees which reflect their skills, responsibility and time commitment in the discharge of their duties. There is no performance link, in that fees are fixed with no short or long term incentive schemes in place. Non–Executive Directors do not receive any retirement benefits.

GPT’s philosophy and the policies and procedures that are applied to determine the nature and amount of remuneration paid to Directors and employees of GPT are set out in the Remuneration section of the Directors’ Report (pages 69 to 88). Specific details concerning the remuneration of Directors and specified Senior Executives of GPT are also contained in this section of the Directors’ Report.

THE GPT GROUP ANNUAL REPORT 2009

CORPORATE GOVERNANCE

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REQUIREMENT/RECOMMENDATIONS REFERENCE COMPLY
1. Lay Solid Foundations for Management and oversight 3 Yes
1.1 Establish functions reserved to the Board and those delegated to senior 3.1, Yes
executives and disclose those functions Board Charter,
Directors’ Report
1.2 Disclose the process for evaluating the performance of senior executives 4.6, 4.9, 10.1, 10.2 Yes
1.3 Provide the information indicated in the Guide to Reporting on Principle 1. 3, 3.1, 4.6, 4.9, 10.1, 10.2, Yes
Board Charter,
Directors’ Report
2. Structure the Board to add value 4 Yes
2.1 A majority of the Board should be independent directors 4.1, 4.2, 4.3, Yes
Board Charter,
Directors’ Report
2.2 Chair should be an independent director 4.1, 4.2, 4.3, Yes
Board Charter,
Directors’ Report
2.3 Roles of the chair and chief executive should not be exercised by the same 4.1, 4.2, 4.3, Yes
individual Board Charter,
Directors’ Report
2.4 The Board should establish a nomination committee 4.11, 10.1, Yes
Nomination and
Remuneration Committee
Charter
2.5 Disclose the process for evaluating the performance of the Board, its 4.5, 4.6, 4.7 Yes
committees and individual directors
2.6 Provide the information indicated in the Guide to Reporting on Principle 2 4, 4.1, 4.2, 4.3, 4.5, 4.6, 4.7, Yes
4.8, 4.11, Nomination and
Remuneration Charter,
Directors’ Report
3. Promote ethical and responsible decision–making 5 Yes
3.1 Establish a code of conduct and disclose the code or a summary of the code 5.1 Yes
3.2 Establish a policy concerning trading in company securities by directors, 5.2 Yes
senior executives and employees and disclose the policy or summary of that
policy
3.3 Provide the information indicated in the Guide to Reporting on Principle 3 5, 5.1, 5.2, 5.3, 5.4 Yes
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1 Dandenong Plaza, VIC 56 2 Riverside Centre, Brisbane

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REQUIREMENT/RECOMMENDATIONS REFERENCE COMPLY
4. Safeguard integrity in financial reporting 6 Yes
4.1 Board should establish an audit committee 4.10, 4.12, 6.1 Yes
4.2 Audit committee should be structured so that it: 4.12, 6.1, 6.2, Yes
• Consists only of non–executive directors Audit Committee Charter,
• Consists of a majority of independent directors Directors’ Report
• Is chaired by an independent chair, who is not a chair of the Board
• Has at least three members
4.3 Audit committee should have a formal charter 4.10, 4.12 Yes
4.4 Provide the information indicated in the Guide to Reporting on Principle 4 4.10, 4.12, 6.1, 6.2, Audit Yes
Committee Charter,
Directors’ Report
5. Make timely and balanced disclosure 7, 8 Yes
5.1 Establish written policies designed to ensure compliance with ASX Listing Introduction, 7, Yes
Rule disclosure requirements and to ensure accountability at a senior Directors’ Report
executive level for that compliance and disclose those policies or a summary
of those policies
5.2 Provide the information indicated in the Guide to Reporting on Principle 5 Introduction, 7, 8, Yes
Directors’ Report
6. Respect the rights of shareholders 8 Yes
6.1 Design a communications policy for promoting effective communications with Introduction, 8.1, 8.2 Yes
shareholders and encouraging their participation at general meetings and
disclose that policy or a summary of that policy
6.2 Provide the information indicated in Guide to Reporting on Principle 6 Introduction, 8, 8.1, 8.2 Yes
7. Recognise and manage risk 9 Yes
7.1 Establish policies for the oversight and management of material business 9.1 Yes
risks and disclose summary of those policies
7.2 Board should require management to design and implement the risk 9.1, 9.2 Yes
management and internal control system to manage the company’s material
business risks and report to it on whether those risks are being managed
effectively. The Board should disclose that management has reported to it as
to the effectiveness of the company’s management of its material business
risks
7.3 Board should disclose whether it has received assurance from the chief 9.2 Yes
executive officer and the chief financial officer that the declaration provided in
accordance with s295A of the Corporations Act is founded on a sound system
of risk management and internal control and that the system is operating
effectively in all material respects in relation to the financial reporting risks
7.4 Provide the information indicated in Guide to Reporting on Principle 7 9, 9.1, 9.2 Yes
8. Remunerate fairly and responsibly 10 Yes
8.1 Board should establish a remuneration committee 4.10, 4.11 Yes
8.2 Clearly distinguish the structure of non–executive director’s remuneration 10.2 Yes
from that of executive directors and senior executives
8.3 Provide the information indicated in Guide to Reporting on Principle 8 4.10, 4.11, 10 Yes
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THE GPT GROUP ANNUAL REPORT 2009

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FINANCIAL REPORTS

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58
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ANNUAL FINANCIAL REPORT OF GENERAL PROPERTY TRUST For the year ended 31 December 2009 – THE GPT GROUP

Directors’ Report	60	15. Intangible assets	140
Auditors’ Independence Declaration	90	16. Payables	141
Financial Report		17. Borrowings	141
Consolidated Statements of Comprehensive Income	91	18. Provisions	145
Consolidated Statements of Financial Position	92	19. Contributed equity	145
Consolidated Statements of Changes in Equity	93	20. Reserves	146
Consolidated Statements of Cash Flow	94	21. Retained profits	148
Notes to the Financial Statements		22. Controlled entities	149
1. Summary of significant accounting policies	95	23. Key management personnel disclosures	152
2. Segment reporting	108	24. Share based payments	154
3. Distributions paid and payable	118	25. Related party transactions	156
4. Earnings per stapled security	119	26. Notes to the Statements of Cash Flow	158
5. Expenses	120	27. Contingent assets and liabilities	158
6. Tax	121	28. Commitments	159
7. Non-current assets held for sale, discontinued		29. Capital and financial risk management disclosures	160
operations and other disposals	122	30. Auditors’ remuneration	170
8. Loans and receivables	130	31. Net tangible asset backing	170
9. Inventories	131	32. Events subsequent to reporting date	170
10. Derivative financial instruments	131	Directors’ Declaration	171
11. Investment properties	132	Independent Audit Report	172
12. Investments in associates and joint ventures	136
13. Other assets	139
14. Property, plant & equipment	139

The GPT Group (GPT) comprises General Property Trust (Trust) and its controlled entities and GPT Management Holdings Limited (Company) and its controlled entities.

General Property Trust is a registered scheme, registered and domiciled in Australia. GPT RE Limited is the Responsible Entity of General Property Trust. GPT Management Holdings Limited is a company limited by shares, incorporated and domiciled in Australia. GPT RE Limited is a wholly owned controlled entity of GPT Management Holdings Limited.

Through our internet site, we have ensured that our corporate reporting is timely, complete and available globally at minimum cost to the Trust. All press releases, financial reports and other information are available on our website: www.gpt.com.au .

THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

The Directors of GPT RE Limited, the Responsible Entity of General Property Trust, present their report together with the financial statements of General Property Trust (the Trust) and its controlled entities (Consolidated entity) for the financial year ended 31 December 2009. The Consolidated entity together with GPT Management Holdings Limited and its controlled entities form the stapled entity, the GPT Group (GPT or the Group).

During the financial year, GPT RE Limited acted as the Responsible Entity of the Trust. GPT RE Limited is a company limited by shares, incorporated and domiciled in Australia. The registered office and principal place of business is MLC Centre, Level 52, 19 Martin Place, Sydney NSW 2000.

1. OPERATIONS AND ACTIVITIES

1.1 Principal Activities

During the financial year, GPT announced its strategy to simplify the business and focus on high quality Australian retail, office and industrial/business park assets. As a result, GPT has divested the majority of its offshore positions with the exception of US Senior Housing, and continues its program to divest non-core Australian assets.

GPT activities have changed significantly since 2008 with major changes being:

the separation of the European component of the Group’s global joint venture via a dividend inspecie of shares in BGP Holdings Limited to GPT Securityholders;
the sale of the European funds management operation, GPT Halverton; and
the sale of the majority of GPT’s hotel/tourism portfolio.

As a result of the above, the principal activities during the year were:

investment in income producing retail, office, industrial & business parks and senior housing properties;
development of retail, office, industrial and business park properties;
property funds management; and
property management.

GPT operates predominantly in Australia but also in the United States of America through the US Senior Housing Portfolio.

1.2 Review of Operations

To provide information that reflects the Directors’ assessment of the net profit/(loss) attributable to stapled securityholders calculated in accordance with Australian Accounting Standards, certain significant items that are relevant to an understanding of GPT’s result have been identified. The effect of these items is set out below:

been identified. The effect of these items is set out below:
	Consolidated entity 2009 $M 2008 $M
Core operations Non-core operations Financing and corporate overheads Realised Operating Income Change in fair value of assets (non-cash): Valuation decreases Core Domestic Portfolio and Funds Management (Australia) Hotel/Tourism Portfolio European warehoused assets and goodwill US Senior Hosing Joint Venture (Loss) / Profit on disposals Financial Instruments marked to period end market value Other items Net loss after tax	532.2 568.9 49.9 154.8 (206.3) (254.9)
	375.8 468.8 (774.5) (400.6) (85.9) (219.2) (79.3) (293.4) (37.8) (162.6) (1,092.9) (1,188.5) (18.5) 5.3 695.1 (1,451.0) (52.6) (12.3)
	(1,070.6) (3,253.5)

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

1. OPERATIONS AND ACTIVITIES (continued)

1.2 Review of Operations (continued)

Financial results

Realised operating income decreased by 19.8% to $375.8 million (2008: $468.8 million)
Total assets decreased by 29.7% to $9,163.4 million (2008: $13,029.8 million)
Total borrowings decreased by 56.4% to $2,183.7 million (2008: $5,013.3 million). Of the total borrowings, $1,699.9 million have been classified as a current liability in the Statement of Financial Position as the borrowings were drawn from 2 tranches of the Euro multi-option syndicated facility which mature on 26 October 2010. However, GPT can draw on Tranche C of the Euro multi-option syndicated facility to refinance these borrowings. If it had done so, at 31 December 2009 it would have resulted in these borrowings being classified as non-current liabilities given Tranche C matures on 26 October 2012. GPT has drawn from Tranche A & B to save interest expense due to lower credit margins.
Gearing ratio has significantly reduced following the $1.7 billion capital raising in June 2009:

2009 2008 Headline gearing (net debt basis) 23.5% 33.7% Look through gearing (net debt basis) 31.6% 46.6%

Distribution per stapled security decreased by 74.6% to 4.5 cents* (2008: 17.7 cents)
Net tangible assets per stapled security decreased by 51.7% to $0.69* (2008: $1.43)
Non-core asset sales achieved in 2009 totalled $1.1 billion and included:
The Group’s resort assets (excluding Ayers Rock Resort);
The Group’s 80% interest in the Hamburg Trust business;
Homemaker City Windsor, Cannon Hill & Mt Gravatt;
Floreat Forum Shopping Centre;
European warehoused assets – SAF and H20;
Four Points by Sheraton Hotel in Sydney;
GPT Halverton business;
B&B European Joint Venture; and
US Retail assets held in the Joint Venture.
Includes the impact of an additional 4,810 million stapled securities issued in 2009 and 321.9 million potential securities assuming the conversion of the exchangeable securities at an exchange price of $0.7766 (2008: $0.9628).

Financial results – portfolio/operational highlights

The financial performance and total assets by portfolio are summarised below along with commentary on each portfolio’s operational performance.

Portfolio/Segment Core Retail 1.2 (a) Office 1.2 (b) Industrial 1.2 (c) Funds Management - Australia 1.2 (f) Non-core US Senior Housing 1.2 (e) Discontinued operation - Fund Management - Europe 1.2 (f) Discontinued operation - Joint Venture 1.2 (g) Discontinued operation - Hotel / Tourism 1.2 (d) Financing and corporate overheads Corporate Total	Realised Operating Income 2009 $M Realised Operating Income 2008 $M Total Assets 2009 $M Total Assets 2008 $M
	266.5 260.6 4,455.3 4,595.1 120.2 148.5 1,824.8 1,968.6 49.9 50.8 780.6 818.9 95.6 109.0 1,346.0 1,688.1 18.6 12.6 152.4 202.8 (21.0) (28.8) 67.5 567.5 (1.0) 108.7 - 1,159.3 53.3 62.3 346.2 686.7 (206.3) (254.9) 190.6 1,342.8
	375.8 468.8 9,163.4 13,029.8

A description of each segment along with further detail on the types of segment income and expense is set out in note 2 of the financial statements.

THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

1. OPERATIONS AND ACTIVITIES (continued)

1.2 Review of Operations (continued)

Financial results – portfolio/operational highlights (continued)

(a) Retail Portfolio

The Retail Portfolio continued its solid performance during the year, with comparable income growth of 4.8% across the GPT owned shopping centres. Retail sales growth across the GPT owned shopping centres was positive at 2.9% (total centre). In August, the Portfolio was grown with the acquisition of a 16.67% interest in Highpoint Shopping Centre.

During the year, the non-core asset sale program progressed well with the sale of Floreat Forum and Homemaker City Cannon Hill, Mt Gravatt, and Windsor. Management will continue to actively pursue the divestment of the remaining four Homemaker centres in 2010.

The Group’s major expansion of Charlestown Square Shopping Centre is progressing well. The $470 million development is anticipated to be completed at the end of 2010.

Revaluations across the GPT owned assets and GPT’s interest in jointly owned assets resulted in a net devaluation of $391.2 million (7.4%).

(b) Office Portfolio

The Managed Office Portfolio delivered an increase in income (on a comparable basis) for the year of 2.6%. The GPT managed Portfolio was expanded with the completion of workplace[6] in Sydney, which was developed by GPT and sold to the GPT Wholesale Office Fund (GWOF). Construction of One One One Eagle Street in Brisbane continued and is on track for completion in 2011.

Revaluations across the GPT owned assets and GPT’s interest in jointly owned assets resulted in a net devaluation $295.3 million (10.1%).

(c) Industrial & Business Park Portfolio

The Portfolio delivered an increase in comparable income for the year of 2.5%, and strong fundamentals across the Portfolio.

Significant progress at connect @ erskine park in NSW was achieved with the completion in June 2009 of a 15,200 sqm facility for Goodman Fielder on a 20 year lease and the commencement of a 12,700 sqm warehouse for Target which was completed in February 2010. Revaluations across the Portfolio resulted in a net devaluation of $69.2 million (8.5%).

(d) Hotel/Tourism Portfolio

At 31 December, the majority of the Hotel/Tourism Portfolio was sold. The remaining asset, Ayers Rock Resort, demonstrated stable performance. The Resort will be divested when reasonable value for the asset is achievable.

(e) US Senior Housing Portfolio

GPT has a 95% interest in a portfolio of 34 assets, managed by Benchmark Assisted Living. At 31 December 2009, occupancy across the Portfolio was 91.2% with an average rent per unit per month of USD $5,350 (up from USD $5,100 during 2008). Despite a slow down in economic conditions the portfolio performed well, growing income.

(f) Funds management

Australian platform

Following completion of workplace[6] , GWOF has ownership interests in 14 assets with a value of $2.9 billion. GWSCF has ownership interests in 9 assets with a value of $2.0 billion.

The performance across the Funds’ assets continues to be stable, reflecting resilient retail performance and solid office occupancy of (85.9%) across the Fund owned assets.

European platform

GPT’s European funds management platform consisted of GPT Halverton and an 80% interest in Hamburg Trust. In August GPT sold its interest in the Hamburg Trust business and in December announced the sale of GPT Halverton. Both sales were complete prior to year end.

(g) Joint Venture (with Babcock & Brown)

In August, GPT finalised its exit from the European component of its Joint Venture with Babcock & Brown by way of a dividend in specie of shares in BGP Holdings Limited to GPT stapled securityholders. The European Joint Venture comprised GPT’s ordinary equity and preferred equity interests in BGP Investment Sàrl, a Luxembourg based company that indirectly owns the Joint Venture’s European investments. The disposal of the remainder of the Joint Venture, the US Retail Portfolio, was announced in December 2009.

(h) Developments

GPT currently has two major developments underway; Charlestown Square in Newcastle and One One One Eagle Street in Brisbane, which will be completed in 2010 and 2011 respectively. Both developments are anticipated to be completed on time and on budget. GPT retains a $2.2 billion pipeline of future development opportunities for the medium term, subject to approvals and pre-commitments.

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

1. OPERATIONS AND ACTIVITIES (continued)

1.2 Review of Operations (continued)

Financial results – portfolio/operational highlights (continued)

(i) Capital Management

Highlights

At 31 December 2009

Reduction of headline and look through gearing following successful $1.7 billion capital raising
GPT’s percentage of net debt to total tangible assets is 23.5% (2008: 33.7%)
Weighted average length of headline debt is 3.3 years (2008: 3.1 years)
Credit rating upgrades by both ratings agencies (BBB+/Baa1)

Capital raising

In order to further strengthen GPT’s Balance Sheet, improve liquidity and allow GPT to accelerate its exit from the Babcock & Brown Joint Venture, GPT announced a $1.7 billion capital raising on 7 May 2009 at an offer price of 35 cents per stapled security. GPT successfully completed this capital raising in June 2009.

The capital raising comprised a $120 million institutional placement and a non-renounceable 1 for 1 pro-rata entitlement offer to eligible securityholders which had an institutional component of $1,270.8 million and a retail component of $292.8 million, total transaction costs related to the capital raising were $53.9 million. The proceeds were used to reduce GPT’s debt and by doing so reduce the Group’s covenant and refinancing risks. As a result, GPT has no material refinancing needs until 2012.

Debt facilities

At 31 December 2009, GPT had $2.5 billion of liquidity available in cash and committed but undrawn debt facilities. For further details refer to note 17(d). This level of liquidity is sufficient to meet forecast funding requirements and despite the borrowings drawn under Tranche A & B of the Euro multi-option syndicated facility maturing 26 October 2010, there is no legal impediment to drawing Tranche C of the Euro multi-option syndicated facility which matures on 26 October 2012 to refinance Tranche A & B. At present, GPT remains drawn in Tranche A and B opposed to Tranche C to save interest expense due to different credit margins.

Gearing

The current level of gearing in the Group is net 23.5% and well within acceptable limits. The Group’s gearing policy announced on 18 December 2009 aims to manage gearing within a range of 25% to 35% (based on debt to total tangible assets) with the flexibility to increase gearing beyond 30% if required, provided a reduction to 30% or below is achieved within a reasonable timeframe. This policy provides a conservative approach to gearing consistent with GPT’s business strategy whilst ensuring access to funding sources through market cycles.

Credit rating

GPT’s credit rating has been upgraded by Standards & Poor’s from BBB to BBB+ in August 2009 and by Moody’s from Baa3 to Baa1 in December 2009 after a significant improvement in the gearing ratio, the change in the Group’s distribution policy from 2010 and the continued execution of GPT’s strategy.

1.3 Distributions

Total distributions paid/payable to stapled securityholders for the financial year ended 31 December 2009 totalled $340.6 million (2008: $434.0 million). This represented an annual distribution of 4.5 cents (2008: 17.7 cents). This distribution includes 1.0 cent ($92.8 million) in respect of the quarter ended December 2009, which is expected to be paid on 26 March 2010. Further detail on quarterly distributions is set out in note 3 of the financial statements.

Distribution policy

In December 2009, GPT finalised a review of its capital management policy and announced a revised distribution policy with effect from 2010. Under the revised distribution policy, GPT will distribute the greater of 70-80% of realised operating income (excluding development profits) and taxable income. This policy will operate from the March quarter distribution of 2010. For the Group’s financial year ending December 2010, GPT will distribute an estimated 80% of realised operating income, assuming no material changes in market condition.

THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

1. OPERATIONS AND ACTIVITIES (continued)

1.4 Significant Changes in State of Affairs

Significant changes in the state of the affairs of the Group during the financial year were as follows:

 Operations

The divestment of non-core assets as discussed in Section 1.2 of this Report.

 Capital Management

As discussed in Section 1.2 and 1.3 of this Report.

In addition, the unwinding of $1.2 billion of excess foreign interest rate and foreign currency derivatives at a total cost of $260.9 million was completed in November 2009. These hedges were consistent with the Group’s policy to hedge its interest rate exposure however became excess to requirements as a result of the Group’s exit from the majority of its offshore assets. The break costs of $260.9 million comprised of $176 million as announced on 13 November 2009, along with $63.7 million for the early termination of further swaps after the announcement and $21.2 million paid in the six month period to 30 June 2009.

 Board and Management Changes

Mr Michael Cameron was appointed as GPT’s new Chief Executive Officer and Managing Director 1 May 2009.

Three additional non-executive directors have also been appointed. Mr Lim Swe Guan was appointed on 21 April 2009, Mr Rob Ferguson (Deputy Chairman) was appointed on 25 May 2009 and Mr Brendan Crotty was appointed on 22 December 2009.

In December 2009, Dr Ken Moss, who was appointed Chairman on 25 May 2009, announced his intention to step down at the 2010 Annual General Meeting. It is intended that Rob Ferguson will assume the Chair, subject to his election at the Annual General Meeting.

In line with the needs of a simplified business, as GPT concentrates on its core portfolios of Australian Retail, Office and Industrial, GPT announced in July 2009 the management departures of Kieran Pryke (Chief Financial Officer) and Neil Tobin (Head of Joint Venture) and the appointment of Michael O’Brien as Chief Financial Officer.

1.5 Likely Developments and Expected Results of Operations

Likely developments and commentary on the expected results of operations are included in Section 1.2 of this Report.

In addition, GPT announced its intention to undertake a 1 for 5 consolidation of the Group’s stapled securities in 2010. The two significant capital raisings over the past 14 months has resulted in over 9 billion GPT securities on issue (pre exchangeable security conversion). The consolidation of the Group’s securities on issue will be voted on at the Annual General Meeting in 2010.

Further information on likely developments and expected results of operations have not been included in this annual financial report because the Directors believe it would be likely to result in unreasonable prejudice to GPT.

1.6 Environmental Regulation

GPT has policies and procedures in place that are designed to ensure that where operations are subject to any particular and significant environmental regulation under a law of Australia (for example property development and property management), those obligations are identified and appropriately addressed. This includes obtaining and complying with conditions of relevant authority consents and approvals and obtaining necessary licences. GPT is not aware of any breaches of any environmental regulations under the laws of the Commonwealth of Australia or of a State or Territory of Australia and has not incurred any significant liabilities under any such environmental legislation.

GPT is also subject to the reporting requirements of both the Energy Efficiency Opportunities Act 2006 and the National Greenhouse and Energy Reporting Act 2007. The Energy Efficiency Opportunities Act 2006 requires GPT to assess its energy usage, including the identification, investigation and evaluation of energy saving opportunities, and to report publicly on the assessments undertaken, including what action GPT intends to take as a result. As required under this Act, GPT has registered with the Department of Resources, Energy and Tourism as a participant entity and reported the results from its initial assessments within the legislative deadline of 31 December 2009.

The National Greenhouse and Energy Reporting Act 2007 requires GPT to report its annual greenhouse gas emissions and energy use. The first measurement period for this Act ran from 1 July 2008 to 30 June 2009. GPT has implemented systems and processes for the collection and calculation of the data required and submitted its report to the Greenhouse and Energy data Officer within the legislative deadline of 31 October 2009.

More information about the GPT Group’s participation in the Energy Efficiency Opportunities program is available at www.gpt.com.au

1.7 Events Subsequent to Reporting Date

The Directors are not aware of any matter or circumstance occurring since 31 December 2009 not otherwise dealt with in the financial report or at Section 1.3 of this Report that has significantly or may significantly affect the operations of GPT, the results of those operations or the state of affairs of GPT in subsequent financial years.

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

2. DIRECTORS AND SECRETARY

2.1 Directors

The Directors of GPT Management Holdings Limited and GPT RE Limited at any time during or since the end of the financial year are:

(i) Chairman - Non-Executive Director

Peter Joseph (retired 25 May 2009) Ken Moss (an existing director, was appointed Chairman on 25 May 2009)

(ii) Non-Executive Directors Brendan Crotty (appointed 22 December 2009) Rob Ferguson (appointed 25 May 2009, Deputy Chairman) Eric Goodwin Lim Swe Guan (appointed 21 April 2009) Malcolm Latham (retired 25 May 2009)

Anne McDonald Ian Martin

(iii) Executive Director

Michael Cameron (appointed 1 May 2009)

2.2 Information on Directors

Ken Moss – Chairman

Dr Moss is Chairman of Boral Limited and Centennial Coal Company Limited and is a board member of the Australian Brandenburg Orchestra. Prior to August 2000, Dr Moss was Managing Director of Howard Smith Limited. Dr Moss is a member of the Nomination and Remuneration Committee and was appointed to the Board in August 2000.

Rob Ferguson – Deputy Chairman

Mr Ferguson was Managing Director and Chief Executive of Bankers Trust Australia for 15 years. During his 30 year career with Bankers Trust Mr Ferguson held a number of senior executive positions including Head of Corporate Finance and Investment Management. Mr Ferguson was also an independent Non Executive director of Westfield for 10 years.

Mr Ferguson is currently the Non-Executive Chairman of IMF (Australia) Limited; Non Executive Chairman of Primary Health Care Limited and Chairman of MoneySwitch Limited. Prior Board positions include Chairman of Vodafone Australia, Nexgen Limited and Bankers Trust Australia Limited.

Mr Ferguson brings to the Board a wealth of knowledge and experience in finance, investment management and property as well as corporate governance.

Mr Ferguson is a member of the Nomination and Remuneration Committee and was appointed to the Board in May 2009.

Brendan Crotty

Mr Crotty was appointed to the Board on 22 December 2009. He brings extensive property industry expertise to the Board, including 17 years as Managing Director of Australand until his retirement in 2007.

Mr Crotty is currently a director of Australand Funds Management Pty Ltd, Brickworks Limited and a privately owned major Victorian land and housing company. Mr Crotty is also Chairman of the Western Sydney Parklands Trust, a director of the Barangaroo Delivery Authority, a member of the National Housing Supply Council and one of the NSW Government’s representatives on the Central Sydney Planning Committee.

Mr Crotty holds tertiary qualifications in Surveying, Town Planning and Business Administration and is a Fellow of the Royal Institute of Chartered Surveyors, the Australian Institute of Company Directors, and the Australian Property Institute as well as being a member of the Planning Institute of Australia.

Eric Goodwin

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

THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

2. DIRECTORS AND SECRETARY (continued)

2.2 Information on Directors (continued)

Lim Swe Guan

After graduating with an honours degree in Estate Management in 1979, Mr Lim was employed as Lands Officer for the Urban Redevelopment Authority of Singapore (“URA”). He left URA in 1980 to work as a securities analyst, initially for Kim Eng Securities (1980 - 1982) and later for Alfa-Pacific Securities (1982 - 1983).

Mr Lim obtained an MBA from the Colgate Darden Graduate School of Business, The University of Virginia in 1985 and returned to Singapore where he worked as a property consultant with Knight Frank, Cheong Hock Chye & Bailieu. In June 1986, Mr Lim was recruited by Jones Lang Wootton in Sydney, Australia to the position of Senior Research Analyst. He was appointed Manager in October 1987 and Director in 1989. Mr Lim obtained the Chartered Financial Analyst (CFA) certification in 1991. In November 1995, Mr Lim joined SUNCORP Investments in Brisbane, Australia as Portfolio Manager, Property Funds.

Mr Lim returned to Singapore in December 1997 to assume the position of Regional Manager for the Government of Singapore Investment Corporation and is currently a Managing Director of GIC Real Estate. In that role he is Global Head of the Corporate Investments Group that invests in public REITs and property companies.

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

Mr Lim is a member of the Audit and Risk Management Committee and was appointed to the Board in April 2009.

Anne McDonald

Ms McDonald is currently a Non-Executive Director of listed entities, Spark Infrastructure Group and Specialty Fashion Group. Ms McDonald is also a Non-Executive Director of Westpac’s Life and General Insurance business, Health Super and St Vincent’s Healthcare.

Ms McDonald is a Chartered Accountant and was previously a partner of Ernst & Young for fifteen years specialising as a company auditor and advising multinational and Australian companies on governance, risk management and accounting issues. Previous roles include Board Member of Ernst & Young Australia and a Director of the Private Health Insurance Administration Council, St Vincent’s and Mater Health Sydney.

Ms McDonald is Chair of the Audit and Risk Management Committee and was appointed to the Board in August 2006.

Ian Martin

Mr Martin is currently a Non-Executive Director of Argo Investments Limited, St Vincent’s and Mater Health Sydney Limited, Chairman of the Wayside Chapel Foundation, and a Panel Member of the Superannuation System Review (the Cooper Review). Mr Martin is a former Chief Executive Officer of the BT Financial Group and Global Head of Investment Management and Member of the Management Committee of Bankers Trust Corporation.

Mr Martin spent eight years as an economist with the Australian Treasury, Canberra, and was the inaugural Chairman of the Investment and Financial Services Association. Mr Martin is the Chair of the Nomination and Remuneration Committee and was appointed to the Board in June 2005.

Michael Cameron

Mr Cameron joined The GPT Group as CEO and Managing Director in May 2009 and has over 30 years’ experience in Finance and Business.

His past experience includes 10 years with Lend Lease where he was Group Chief Accountant then Financial Controller for MLC Limited before moving to the US in 1994 in the role of Chief Financial Officer/Director of The Yarmouth Group, Lend Lease’s US property business. On returning to Sydney in 1996 Michael was appointed to the role of Chief Financial Officer, MLC Limited before moving to the role of Chief Financial Officer, then Chief Operating Officer of the NAB Wealth Management Division following the sale of MLC.

Mr Cameron joined the Commonwealth Bank of Australia in 2002 as Deputy Chief Financial Officer and was appointed to the role of Group Chief Financial Officer soon after in early 2003.

In 2006, Mr Cameron was appointed to the position of Group Executive of the Retail Bank Division of the Commonwealth Bank of Australia, leading a team of 20,000 staff servicing eight million customers.

Mr Cameron was Chief Financial Officer at St.George Bank Limited from mid 2007 until the sale to Westpac in December 2008.

Mr Cameron is a fellow of the Australian Institute of Chartered Accountants, a fellow of CPA Australia and a fellow of the Australian Institute of Company Directors.

James Coyne - Company Secretary

James is responsible for the legal, compliance, risk management and company secretarial activities of GPT. He was appointed the General Counsel/Company Secretary of GPT in 2004. Previous experience includes company secretarial and legal roles in construction, infrastructure, and the real estate funds management industry (listed and wholesale).

James holds a Bachelor of Arts and Bachelor of Laws (Hons) from the University of Sydney.

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

2. DIRECTORS AND SECRETARY (continued)

2.3 Attendance of Directors at Meetings

The number of Board meetings, including meetings of Board Committees, held during the financial year and the number of those meetings attended by each Director is set out below:

	Board	Board	Board	Audit and Risk	Audit and Risk	Nomination and Remuneration Committee	Nomination and Remuneration Committee	Corporate Responsibility Committee	Corporate Responsibility Committee
	Number of meetings attended		Number of meetings eligible to attend	Number of meetings attended	Number of meetings eligible to attend	Number of meetings attended	Number of meetings eligible to attend	Number of meetings attended	Number of meetings eligible to attend
	Scheduled	Unscheduled
Brendan Crotty	-	-	-	-	-	-	-	-	-
Michael Cameron	5	5	10	-	-	-	-	-	-
Robert Ferguson	4	3	8	-	-	4	4	-	-
Eric Goodwin	9	8	19	8	8	-	-	1	1
Peter Joseph	4	7	11	-	-	2	2	-	-
Malcolm Latham	4	6	11	-	-	2	2	1	1
Lim Swe Guan	6	4	10	4	4	-	-	-	-
Ian Martin	9	6	19	-	-	6	6	-	-
Anne McDonald	9	9	19	8	8	-	-	-	-
Ken Moss	9	10	19	4	4	4	4	-	-

2.4 Directors’ Relevant Interests

The relevant interests of each Director in GPT stapled securities as at the date of this Report are shown below:

	Number of GPT Stapled Securities
Michael Cameron	Nil
Brendan Crotty	Nil
Rob Ferguson	1,020,409
Eric Goodwin	77,918
Lim Swe Guan	Nil
Ian Martin	230,585
Anne McDonald	47,250
Ken Moss	118,085

THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

2. DIRECTORS AND SECRETARY (continued)

2.5 Directors’ Directorships of Other Listed Companies

Details of all directorships of other listed entities held by each current Director in the three years immediately before 31 December 2009 and the period for which each directorship was held are set out below:

Director	Directorship of Listed Entity	Period Held
Michael	Nil	N/A
Cameron
Brendan Crotty	Brickworks Limited	Since 2008
	Trafalgar Corporate Group	2007 to 2009
	Australand PropertyGroup	1997 to 2007
Rob Ferguson	IMF (Australia) Limited	Since 2004
	PrimaryHealth Care Limited	Since 2009
Eric Goodwin	AMPCI Macquarie Infrastructure No 2 Limited as Responsible	Since 2004
	Entity of the Diversified Utility and Energy Trust No 2 (one of the
	stapled entities within the DUET Group)
Lim Swe Guan	Thakral Holdings Limited	Since 2004
Ian Martin	Argo Investments Limited	Since 2004
	Babcock & Brown Limited	2004 to 2009
Anne McDonald	Speciality Fashion Group Limited	Since 2007
	Spark Infrastructure Group	Since 2009
Ken Moss	Adsteam Marine Limited	2001 to 2007
	Macquarie Capital Alliance Group (including Macquarie Capital	2005 to 2008
	Alliance Limited and Macquarie Capital Alliance Management
	Limited)
	Boral Limited	Since 1999
	Centennial Coal CompanyLimited	Since 2000

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

3. REMUNERATION REPORT

2009 Remuneration in brief

The Board is committed to clear and transparent communication of GPT’s remuneration arrangements. This section, the 2009 Remuneration In Brief, outlines the key remuneration decisions taken by GPT during the year, and discloses the actual value of remuneration paid to GPT’s senior executives. The full Remuneration Report for 2009, starting on page 71, provides more detail regarding the remuneration strategy, structures, decisions and outcomes at GPT in 2009 in accordance with statutory obligations and accounting standards.

The Board was active on a number of fronts in 2009, including:

Maintaining restraint on executive salaries commensurate with GPT’s performance and the prevailing economic conditions;
Simplifying and improving GPT’s approach to employee share schemes; and
Managing significant change and renewal of the Board and management, including the appointment of Michael Cameron as Managing Director and Chief Executive Officer with effect from 1 May 2009.

Each of these actions is outlined below and in greater detail in the Remuneration Report.

Key remuneration drivers and actions in 2009

Base Pay & Short Term Incentives

While the Board is pleased with progress in the implementation of GPT’s corporate strategy in 2009, it is also mindful that the returns to security holders in recent years have been poor. Against this background, the Board has continued to adopt a very restrained approach to executive remuneration. Specifically the Board decided:

To implement a ‘freeze’ on base salaries in 2009 for all GPT employees (except for adjustments due to changes in roles and responsibilities) followed by only a modest review of 3% for 2010;
To maintain the freeze on Non-Executive Director fees for 2009 and 2010;
In 2008, GPT’s senior executives elected to forego any Short Term Incentive (STI) payment for that year. In 2009, the Board elected to restrict the 2009 STI pool to a modest level; and
In 2010, reduce the overall STI opportunity for all employees.

Employee Ownership

The Board terminated several broad-based employee security schemes during the year that were either too complex, no longer effective, or no longer appropriate in light of recent changes in the laws regarding employee share schemes.

In place of these schemes, in March 2010 the Board will introduce a basic scheme whereby an amount equivalent to 10% of an individuals STI will (after the deduction of income tax) be invested in GPT securities which must be held for a minimum of 1 year. The Board believes this is a simple means of rebuilding a culture of employee ownership of the business at a modest cost.

Long Term Incentives

Following approval of GPT security holders at the 2009 Annual General Meeting, the Board implemented a new long-term incentive (LTI) scheme.

The new LTI scheme is a Performance Rights based LTI designed to better align the remuneration of Senior Executives with the long-term performance of the Group, and to be simpler and more consistent with current market practice.

As foreshadowed in last year’s Remuneration Report, as market conditions continue to stabilise, the Board is now moving to introduce additional performance measures for the purpose of better aligning the scheme with GPT’s new strategy. These measures will be outlined in the Notice of Meeting for GPT’s forthcoming Annual General Meeting in May 2010 and will be subject to security holder approval.

External environment

In setting and reviewing its remuneration arrangements, GPT has regard to the external environment, including market practice and prevailing regulatory and governance standards. In 2009, the Board sought external advice in relation to its remuneration practices from Ernst & Young and Freehills.

The Board is actively monitoring the tax, regulatory and governance activities impacting remuneration that commenced in 2009, and in particular, the Productivity Commission’s inquiry into the regulation of director and executive remuneration in Australia. The Board of GPT supports many of the Productivity Commission’s recommendations (contained in the Commission’s final report released on 19 December 2009) and has already adopted a number of those recommendations – for example:

GPT’s Nomination and Remuneration Committee comprises three non-executive directors, with the chair and a majority of members being independent;
Executives are prohibited from hedging unvested equity remuneration under GPT’s policy on personal dealing;
The 2009 Remuneration in Brief is a plain English summary outlining actual levels of remuneration received (see the table on page 70); and
Independent of management, the Board has sought advice from remuneration advisors Ernst & Young to ensure that GPT’s remuneration framework remains both competitive and compliant in what has been a rapidly changing regulatory landscape.

THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

3. REMUNERATION REPORT (continued)

2009 Remuneration in brief (continued)

CEO, Management and Board Transition

At the start of 2009, an extensive external search was underway for a new Chief Executive Officer. That search resulted in the appointment of Michael Cameron as Managing Director and Chief Executive Officer (CEO) on 1 May 2009. Mr Cameron’s remuneration package is set out in detail in the Remuneration Report.

In addition to the appointment of the new CEO, as part of the simplification of GPT’s business strategy to refocus on high quality Australian Retail, Office and Industrial real estate, a number of changes were made in the Senior Executive team and to the Board with a number of key appointments and retirements in 2009 (the details of these may be found on page 71).

Remuneration outcomes for the CEO and Senior Executives

The disclosed remuneration of the CEO and Senior Executives, contained on page 85 of the Remuneration Report, is calculated in accordance with statutory obligations and accounting standards, and is theoretical. To make the information more meaningful to security holders (and in addressing the Productivity Commission’s recommendation in relation to disclosure of actual levels of executive remuneration), the following table discloses the cash and other benefits actually received by GPT’s CEO and Senior Executives during 2009 in a clear and concise way.

The cash and other benefits actually received by Senior Executives in 2009 are different to the amounts shown in the remuneration table on page 85 of the Remuneration Report. This is because the table on page 85 includes amounts in respect of a number of benefits which did not deliver value to Senior Executives in 2009. For example, it includes accounting values for current and prior years’ LTI grants which have not been and may never be realised as they are dependent on the performance hurdles being met.

Senior Executive’s Remuneration – Cash Accounting Basis

	Fixed remuneration A$’000	STI A$’000	LTI A$’000	Other1 A$’000	Total A$’000
Executives
Michael Cameron (from 1 May2009)	800.0	933.3	-	5.4	1,738.7
Donna Byrne	368.5	72.1	-	2.1	442.7
TonyCope	540.0	294.7	-	2.8	837.5
James Coyne	470.0	89.3	-	6.3	565.6
Mark Fookes	700.0	310.0	-	4.4	1,014.4
Victor Georos	450.0	173.0	-	2.4	625.4
Nicholas Harris	600.0	405.2	-	3.0	1,008.2
Jonathan Johnstone	817.9	625.0	-	2.6	1,445.5
Michael O’Brien	800.0	465.0	-	3.8	1,268.8
Phil Taylor	330.0	62.7	-	2.0	394.7
Former Executives
Richard Croft (until 14 April 2009)	177.9	-	-	171.7	349.6
Kieran Pryke (until 1 September 2009)	504.0	125.3	-	1,377.3	2,006.6
Hadyn Stephens (until 31 December 2009)	500.0	500.0	-	571.4	1,571.4
Neil Tobin (until 31 August 2009)	466.7	116.5	-	1,011.2	1,594.4

1 Other includes Death & Total/Permanent disablement insurance premiums, superannuation administration fees, FBT on discounted Voyages holidays, and termination payments (which include notice and severance pay as well as the paid out value of accumulated but untaken annual and long service leave accruals, as applicable).

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

3. REMUNERATION REPORT (continued)

3.1 Introduction

The Board presents the Remuneration Report for GPT for the year ended 31 December 2009, which forms part of the Directors Report and has been audited in accordance with the Corporations Act 2001.

This Remuneration Report outlines GPT’s remuneration philosophy and practices together with details of the specific remuneration arrangements that apply to GPT’s disclosable executives who are the individuals responsible for planning, controlling and managing the GPT Group (including the non-executive Directors, the CEO and other key Senior Executives), and the five highest paid executives in 2009.

For the purposes of the 2009 Remuneration Report, the Board has taken the decision to exceed the minimum disclosure requirements applicable to the Group and provide disclosures on GPT’s entire Senior Executive Committee (collectively, the Executives). GPT’s KMP and other Executives are listed in the tables below.

Executive	Executive	Non-executive Director	Non-executive Director
Name	Position	Name Position
Michael Cameron	Managing Director and Chief Executive Officer (appointed 1 May2009)	Ken Moss	Chairman (appointed 25 May 2009)
Donna Byrne	Head of Corporate Affairs & Communications	Brendan Crotty	Director (appointed 22 December 2009)
Tony Cope	Head of Office	Rob Ferguson	Deputy Chairman (appointed 25 May2009)
James Coyne	General Counsel/Secretary	Eric Goodwin	Director
Mark Fookes	Head of Retail	Lim Swe Guan	Director (appointed 22 April 2009)
Victor Georos	Head of Industrial & Business Parks	Ian Martin	Director
Nicholas Harris	Head of Wholesale	Anne McDonald	Director
Jonathon Johnstone	Head of Europe	Former Non-Executive Director
Michael O’Brien	Chief Financial Officer	Peter Joseph	Chairman (retired 25 May 2009)
Phil Taylor	Head of People & Culture	Malcolm Latham	Director (retired 25 May 2009)
Former Executive
Richard Croft	CEO GPTHalverton (resigned 14 April 2009)
Kieran Pryke	Chief Financial Officer (resigned 1 September 2009)
Hadyn Stephens	Head of Corporate Transactions (resigned 31 December 2009)
Neil Tobin	Head of Joint Venture (resigned 31 August 2009)

During 2009, the Nomination & Remuneration Committee (the Committee) comprised 3 Non-Executive Directors:

Ian Martin (Chairman)
Ken Moss
Rob Ferguson

The composition of the Committee changed during 2009 with former Committee members Peter Joseph and Malcolm Latham retiring at GPT’s Annual General Meeting in May 2009.

The Committee makes recommendations to the Board on:

remuneration policies (including performance management and short and long term incentive schemes) applicable to GPT employees;
the CEO’s performance and remuneration; and
remuneration policies and packages applicable to Board members.

Further information about the role and responsibility of the Committee is set out in its Charter which is available on GPT’s website (www.gpt.com.au).

THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

3. REMUNERATION REPORT (continued)

3.2 Key Issues and Changes for 2009

Remuneration Outcomes in an Uncertain Economy

In 2009, the Board progressed in a number of key areas, including the implementation of its new Group strategy, renewal of the Board and management team, restoration of GPT’s balance sheet and increasing investor confidence in the business. However, market conditions in 2009 continued to be challenging. Against that background the Board made a number of significant remuneration decisions during the year aimed at:

responding to the concerns of shareholders and other stakeholders in relation to GPT’s executive remuneration structures;
demonstrating significant restraint on executive remuneration; and
preserving security holder value in the difficult economic climate.

The major changes that were made as a result of these decisions are outlined in the table below:

Change	Who is affected?	Explanation
Freeze on base (fixed) remuneration	Senior Executives and other employees	There were no increases in base (fixed) remuneration for the 2009 financial year for:  Senior Executives; and  other employees, except in exceptional circumstances or where there was a change in the role or responsibilities of the employee. Base remuneration increases for 2010 were capped at 3% for the entire business, a cost increase of $1.7 million. Michael Cameron’s base remuneration for 2010 was maintained at the 2009 level.
Freeze on Directors’ fees	Non-Executive Directors	There were no increases in fees for the 2009 financial year for Non-executive Directors. Furthermore, the fees for 2010 will not increase.
Reduction in 2009 STI pool	Senior Executives and other employees	In response to the extraordinary economic circumstances, the Board took steps to limit the STI budget with the result that – generally speaking – most employees would receive only half the STI that they may have received in more normal economic conditions.
Reduction in 2010 STI Opportunity	Senior Executives and other employees	To match GPT’s simpler business model and reduced leverage, the Board & Management decided to reduce the maximum STI levels for all employees, substantiallyreducing‘upside’ STIpotential in 2010.
Simplification of employee security ownership	All employees eligible for STI (excluding LTI participants)	In 2008 GPT was criticised for having too many employee security schemes. To address these concerns, in 2009, the Board took steps to terminate several schemes that the Board considered were no longer effective. The Board believes in the long term benefits to security holders of creating an ownership culture among employees and, as a result, in 2010 a basic scheme will be introduced for employees who do notparticipate in the LTI.
Additional LTI Performance Measures	CEO Senior Executives Other executives (limited to the top 25 in total)	In the 2008 Remuneration Report the Board noted its intention to implement additional performance measures into GPT’s LTI plan. Work subsequently undertaken to determine appropriate additional hurdles has been completed, and the proposed 2010 LTI will have 3 performance measures. A summary of these measures is set out on page 78, and further details will be provided in the Notice of Meeting for GPT’s 2010 AGM, where the proposed changes to the LTI plan will be subject to security holder approval.

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

3. REMUNERATION REPORT (continued)

3.2 Key Issues and Changes for 2009 (continued)

CEO Remuneration Structure and Contract Terms

On 1 May 2009, Mr Michael Cameron was appointed as GPT’s Managing Director and Chief Executive Officer.

The Board sought advice from Ernst & Young with regard to benchmarking the quantum of Mr Cameron’s package to ensure that it was:

fair in the context of market circumstances
sufficient to ensure market competitiveness; and
effectively structured between fixed and at risk remuneration components.

The Board also sought advice from Freehills to ensure Mr Cameron’s contract terms were consistent with best practice. The key terms of Mr Cameron’s remuneration arrangements and contract include the following:

Details	Comments
Benchmark group for setting/reviewing remuneration	The Board benchmarks the remuneration of CEOs in businesses with comparable market capitalisation and/or revenue, but gives the greatest weight to comparable roles within the ASX A-REIT index.
Remuneration mix	In 2009, Mr Cameron’s remuneration mix was as follows (with actual amounts received pro-rated for only 8 months employment): Base: $1,200,000 STI: $0 to $1,500,000 based on performance. Half of any STI received will be deferred into equity, half of which will vest 2 years after receipt, and the other half three years after receipt, subject to ongoing employment. Further details on STI terms (including performance measures) are set out on pages 76 to 77 of this Remuneration Report. LTI: $0 to $900,000 ($1,200,000 in a full year) based on performance and continued service. Further details on LTI terms (including performance measures) are set our on pages 78 to 79 of this Remuneration Report Mr Cameron’s 2009 Total Remuneration package is less than his predecessor Mr Lyons. In 2010, the Board elected to demonstrate restraint on Mr Cameron’s Base and STI elements but decided to increase his LTI opportunity as follows: LTI: $0 to $1,800,000 In the Board’s view this adjustment to the LTI potential would result in a more optimal overall mix of rewards andprovidegreater incentive for sustainedperformance over the longer term.
Contract duration	A rolling12 month contract.
Termination entitlements	Termination entitlements vary depending on the circumstances, however any separation payment is capped at 12 months of base (fixed) remuneration.
Sign-on payment	Mr Cameron received a sign on payment equivalent to $300,000 in the form of Performance Rights that will convert to GPT securities at no cost. If Mr Cameron is still employed on 30 June 2011, 288,406 Performance Rights will vest. If Mr Cameron is still employed on 30 June 2012, a further 288,406 rights will vest. The Board felt it was important that Mr Cameron be aligned with security holder interests from the commencement of his employment, and hence offered the sign on payment. To balance the reward mix, Mr Cameron’s 2009 LTIpotential was reduced byan amount equivalent to the sign-onpayment value.

Key terms of employment agreements of other Senior Executives are contained under section 3.3 of the Remuneration Report.

THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

3. REMUNERATION REPORT (continued)

3.2 Key Issues and Changes for 2009 (continued)

Implementation of LTI program

At the 2009 AGM, security holders approved the introduction of a new LTI scheme (the scheme). The new scheme is a Performance Rights based LTI which is more consistent with current market practice, far simpler, and more appropriately adapted to the long-term goals of the Group and its security holders, than previous Group LTI programs.

At the end of 2008, the Board determined to launch the 2009 LTI plan subject to a single performance measure, Total Shareholder Return (TSR). The Board noted that the use of a single performance measure was a transitory step and that when market conditions stabilised, and GPT’s revised strategy was fully implemented, additional performance measures would be introduced.

In August 2009, Michael Cameron announced GPT’s new strategy and, in his presentation to the market, set out a comprehensive vision of GPT’s business. Mr Cameron articulated a number of measures by which GPT, and real estate assets more broadly should be measured, including:

Growth of funds from operations in excess of CPI
Total return in excess of through the cycle weighted average cost of capital (WACC).

As a result, to ensure that GPT’s 2010 LTI is aligned to the new strategy, the following equally weighted measures of performance will be proposed to security holders at the 2010 AGM:

Relative TSR;
Earnings per security (EPS) in excess of inflation (as measured by the Consumer Price Index); and
Total Return in excess of WACC.

Page 78 of the Remuneration Report contains details of the new LTI scheme.

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives

GPT’s Remuneration Strategy

The Board is conscious of the need to set a remuneration strategy that not only supports but drives the achievement of the strategic objectives of the business. By establishing a remuneration structure that attracts, retains, motivates and rewards executives for achieving targets linked to GPT’s strategy and business objectives, the Board is confident that its remuneration strategy focuses GPT employees on delivering sustainable, superior shareholder returns in line with the Group’s strategic intent.

The diagram below shows the key objectives of GPT’s remuneration policy for Executives and how these are implemented through our remuneration structures.

GPT’s Strategic Business Objectives

Sustainable, consistent investment returns that are superior to our competition

 In the near term, achieve  In the long term, deliver a  Create and sustain growth in Funds from Total Return in excess of environments that enrich operations in excess of the GPT’s through the cycle people’s lives CPI annually from the core WACC portfolio

Total Remuneration Components

Base (Fixed) Remuneration

Short Term Incentive

Long Term Incentive

Base level of reward  Set at market median for Target  Set at market median for Target
Set at Australian market median using performance with potential to performance with potential to external benchmark data approach top quartile for Stretch approach top quartile for Stretch outcomes outcomes
Varies based on employee’s experience, skills and performance  Determined by performance against  Determined by GPT performance
External & internal relativities a mix of Financial & Non-Financial against Financial performance considered measures measures  Financials include Group (Realised  Tested over a 3 year performance Operating Income) and (if applicable) period – no re-test Portfolio (Net Return to Owner)  No value derived unless GPT meets or
Non-Financial focus on execution exceeds performance measures of strategy, delivery of projects,  Delivered in equity to align corporate responsibility and shareholder and executive interests innovation objectives
Delivered in cash annually

Attract, retain, motivate and reward high calibre executives to deliver superior performance by:

Providing competitive rewards
Opportunity to achieve further incentives based on performance

Align executive rewards to GPT’s performance and security holder interests by:

Assessing incentive against multiple financial and nonfinancial business measures that are aligned with GPT strategy, with an equity component
Putting significant components of Total Remuneration at risk

THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

Total Remuneration Mix

As depicted above, GPT’s Executive remuneration is structured as a mixture of Base (fixed) remuneration and variable remuneration, through “at risk” short term incentive (STI) and long term incentive (LTI) components.

While the Base remuneration is designed to provide for predictable base level of remuneration, the STI and LTI components reward executives when certain pre-determined performance conditions are met or exceeded.

The Total Remuneration mix of components for those Executives with ongoing employment at the end of 2009 are set out in the following table.

Senior Executives	Position	Fixed Remuneration	Variable or “At	Risk” Remuneration1
		Base Pay	STI	LTI
Michael Cameron2	Chief Executive Officer	39%	39%	22%
Donna Byrne	Head of Corporate	53%	21%	26%
	Affairs &
	Communications
Tony Cope	Head of Office	50%	25%	25%
James Coyne	General Counsel/	53%	21%	26%
	Secretary
Mark Fookes	Head of Retail	50%	25%	25%
Victor Georos	Head of Industrial &	50%	25%	25%
	Business Parks
Nicholas Harris	Head of Wholesale	44%	34%	22%
Jonathan Johnstone	Head of Europe	44%	34%	22%
Michael O’Brien	Chief Financial Officer	43%	35%	22%
Phil Taylor	Head of People &	53%	21%	26%
	Culture

1 The percentage of each component of Total Remuneration is calculated with reference to “Target” performance outcomes in both STI and LTI – for more information on performance measurement levels see the following sections on STI and LTI.

2 M. Cameron’s percentages in 2009 reflect the fact that he received a component of his remuneration in the form of a Sign-on grant of Performance Rights. The Board believes his 2010 percentage structure of 36% / 36% / 28% (Base / STI / LTI) is a more optimal structure.

Base (fixed) Remuneration

Base remuneration is reviewed annually through a process that ensures an executive’s fixed remuneration remains competitive in the market place and reflects their skills, knowledge, responsibility and general performance. This process involves market-based reviews conducted by independent experts benchmarking GPT executives against comparable peers in companies in the A-REIT and broader ASX 200 sectors. GPT generally aims to pay around market median base salary.

What is included in Base (fixed) remuneration?	Base remuneration includes cash, compulsory superannuation, and any salary sacrifice items (including Fringe Benefits Tax).
When and how is Base remuneration reviewed?	Base remuneration is reviewed annually effective 1 January. The Committee oversees the review process to ensure that all employees are paid fairly and competitively in relation to their skills, experience, responsibilities and performance. The Committee also ensures that overall review outcomes are restrained and affordable.
What market benchmark is applied?	The Committee commissions external benchmarking of CEO and Executive salaries annually by Ernst & Young, much of it focussed on publicly available data from annual reports. More broadly, the business relies on benchmarking relevant to the property sector including the Avdiev survey. For more specialist functional roles management will source multiple benchmarks from recruitment agencies and other informed sources.

What is included
in Base (fixed)
remuneration?

Base remuneration includes cash, compulsory superannuation, and any salary sacrifice items (including
Fringe Benefits Tax).

When and how is
Base remuneration
reviewed?

Base remuneration is reviewed annually effective 1 January. The Committee oversees the review process
to ensure that all employees are paid fairly and competitively in relation to their skills, experience,
responsibilities and performance. The Committee also ensures that overall review outcomes are restrained
and affordable.

What market
benchmark is
applied?

The Committee commissions external benchmarking of CEO and Executive salaries annually by Ernst &
Young, much of it focussed on publicly available data from annual reports. More broadly, the business relies
on benchmarking relevant to the property sector including the Avdiev survey. For more specialist functional
roles management will source multiple benchmarks from recruitment agencies and other informed
sources.

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

Short Term Incentives (STI) (variable component)

GPT employees have an opportunity to receive an STI based on calendar year performance. STI levels are set as part of the process of benchmarking the Total Remuneration opportunity for each role. GPT generally aims to set STI opportunity at market median for Target performance with potential to approach top quartile for Stretch outcomes.

What is the STI plan?	The STI is an ‘at-risk’ incentive awarded annually in the form of cash (or a mixture of cash & GPT securities in the case of the CEO) subject to performance against agreed financial and non-financial Key Performance Indicators(KPIs).
Who participates in the STIplan?	A uniform performance management system is used across GPT. The system provides all permanent GPT employees with the opportunityto receive an STI.
Why does the Board consider the STI an appropriate incentive?	Having a component of the Total Remuneration at risk in the form of an STI creates the ability for the Board and management to align and focus employees on desired objectives and behaviours, co-ordinating effort in pursuit of the overall business strategy.
Are both target and stretch performance conditions set?	Yes. Stretch performance conditions can reward exceptional performance beyond the acceptable Target outcomes, and can motivate individuals to strive for the mutual benefit of themselves and the business.
What is the value of the STI opportunity?	The STI opportunity is expressed as a percentage of Base (fixed) remuneration, and varies depending on the overall Total Remuneration levels for particular roles, but the following table can be considered indicative of the possible ranges: Level Target Incentive Range Stretch Incentive Range CEO 100% 125% Executives 50-75% 62.5-100% General employees 12-30% 15-37.5% If a minimum or Threshold level of objective achievement is not delivered the STI could be of zero value. (In 2009, the Stretch Incentive Range could be up to 100% of the Target Incentive Range; in 2010 the Board has reduced the maximum STI incentive to 25% more than Target).
What are the performance conditions?	While all employees have a common Group financial performance condition, whether there are other additional performance conditions depends on the individual role, as does the (indicative) mix between financial and non financial measures: Level Financial Measures Non-Financial Measures CEO 70% 30% Executives 60% 40% General employees 20% 80% Financial measures are applied at the Group, Portfolio, and even Asset level. Non-Financial measures focus on execution of strategy,deliveryofprojects,corporate responsibilityand innovation objectives.
Why were these conditions chosen?	The STI performance conditions were chosen at the end of 2008 for the 2009 calendar year because at the time they were assessed by Management and the Board as the most accurate representation of GPT’s short term strategic objectives at that time. To ensure internal alignment with GPT’s business strategy, the CEO’s performance objectives are set by the Board first and are then cascaded into the business via the performance objectives of all executives and employees.
How is performance measured?	Financial and non-financial KPIs are determined at the start of each calendar year and set out in a formal performance agreement. This agreement is reviewed at the end of each calendar year for every eligible employee to determine what(if any)STI theymayreceive.
Who assesses performance against targets?	The Board assesses the performance of the CEO, who in turn assesses the performance of his direct reports among the Executive team.

THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

Long Term Incentives (LTI) (variable component)

GPT Executives who have the most ability to influence the long term commercial performance of the Group are invited by the Board to participate in an equity-based LTI scheme under which awards may vest if specified performance conditions are achieved over a 3 year performance period. Combined with the Base remuneration and STI potential, the LTI provides a further opportunity to achieve Total Remuneration around market median for Target performance, with potential to approach top quartile for Stretch performance outcomes.

2009 LTI Scheme

At the May 2009 Annual General Meeting GPT stapled securityholders approved the introduction of a new Performance Rights LTI Plan (the 2009 LTI scheme) which was subsequently implemented.

What is the purpose of the LTIplan?	The purpose of the LTI plan is to align Senior Executive rewards with sustained improvement in security holder value over time.
Who participates in the LTIplan?	The CEO, Executives and a limited number of other employees. In 2009, 26 individuals participated.
Is there a limit on the number of LTIs issued?	Employee equity holdings under the LTI cannot exceed 5% of the total number of issued securities.
What is the value of the LTI opportunity?	The size of grants under the 2009 LTI is based on a percentage of the participants’ Base remuneration with the maximum (Stretch) opportunity in 2009 as follows:  for the CEO it was 100% (full year equivalent), in 2010 it will be 150%  for the Senior Executives it was 100%  for all otherparticipants it was 75%.
How is reward delivered under the LTI program?	Each grant consists of Performance Rights (Rights) to receive GPT securities for no cost. The number of Rights granted was determined by dividing GPT’s first quarter 2009 volume weighted average security price (VWAP) of 52cps into the grant value. Rights vest subject to satisfaction ofperformance and service conditions.
Do executives pay for the LTI instruments?	No. Rights that vest convert to GPT securities at no cost to the executive.
What rights are attached to LTIs?	Rights do not carry any voting rights or receive dividends, however GPT securities allocated on the vesting of Rights carry the same rights as anyother GPT security.
Are there restrictions on dealing with securities allocated under the LTI plan?	Yes, all GPT employees sign a policy on personal dealing (Policy) which, in addition to restrictions on insider trading, restricts dealing in GPT securities to certain trading windows. The Policy also precludes hedging or entering into any other financial derivatives in relation to unvested Rights.
What happens when an executive leaves the Company?	Broadly, unvested Rights will lapse, unless the Board in its discretion decides otherwise.
What is the performance hurdle?	In 2009 the performance hurdle was the Total Shareholder Return (TSR) performance of the GPT Group compared to the TSR performance of the individual entities that comprise the S&P ASX 200 A-REIT Index (excluding the GPT Group) at the beginning of the performance period. On a relative TSR basis, if GPT’s performance over the 2009-2011 calendar year period is:  Below the 51st percentile - no Rights will vest;  At the 51st percentile - 50% of Rights will vest;  Between the 51st and 75th percentile - there is pro-rata straight line vesting between 50% and 100% of Rights;  At or above the 75thpercentile - 100% of Rights vest.
Are Rights subject to retesting if they do not vest on initial testing?	No. There is no retesting of Rights that do not vest after being first tested for satisfaction against the performance conditions at the end of the 3 year period.
Will there be any additional performance hurdles for subsequent LTI grants?	Additional performance measures for the 2010 LTI grants will be proposed to security holders at the 2010 AGM as follows:  Relative TSR;  Adjusted earnings per security (EPS) in excess of inflation (as measured by the Consumer Price Index); and  Total Return in excess of Weighted Average Cost of Capital (WACC) The Board is of the view that the additional performance measures will better align executive remuneration with GPT’s strategy and security holder interests.

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

Long Term Incentives (LTI) (variable component) (continued)

2009 LTI Scheme (continued)

The table below summarises the grants of Performance Rights made to Executives under the 2009 LTI scheme.

			Performance		Fair		Maximum
			Rights		Value per		Value
		LTI	Granted in		Performance	Vesting	Recognised in
Senior Executives	Position	Scheme	2009	Grant Date	Right	Date1	Future Years2
Executives
Michael Cameron	Chief Executive Officer	2009	1,730,436	30 Jun 09	$0.17	31 Dec 11	217,439
Donna Byrne	Head of Corporate	2009	711,402	30 Jun 09	$0.20	31 Dec 11	111,365
	Affairs &
	Communications
Tony Cope	Head of Office	2009	1,038,262	30 Jun 09	$0.20	31 Dec 11	162,532
James Coyne	General Counsel/	2009	903,672	30 Jun 09	$0.20	31 Dec 11	141,463
	Secretary
Mark Fookes	Head of Retail	2009	1,345,895	30 Jun 09	$0.20	31 Dec 11	210,690
Victor Georos	Head of Industrial &	2009	865,218	30 Jun 09	$0.20	31 Dec 11	135,444
	Business Parks
Nicholas Harris	Head of Wholesale	2009	1,153,624	30 Jun 09	$0.20	31 Dec 11	180,591
Jonathan	Head of Europe	2009	961,354	30 Jun 09	$0.20	31 Dec 11	150,493
Johnstone
Michael O’Brien	Chief Financial Officer	2009	1,538,166	30 Jun 09	$0.20	31 Dec 11	240,789
Phil Taylor	Head of People &	2009	634,493	30 Jun 09	$0.20	31 Dec 11	99,325
	Culture
Former Executives
Kieran Pryke3	Chief Financial Officer	2009	1,442,030	30 Jun 09	$0.20	-	-
Hadyn Stephens4	Head of Corporate	2009	961,354	30 Jun 09	$0.20	-	-
	Transactions
Neil Tobin5	Head of JV	2009	1,345,895	30 Jun 09	$0.20	-	-

1 Vesting date notes the date that marks the end of the 3-year LTI period. At this point the Performance Condition will be assessed against the performance hurdle to see if any Performance Rights vest.

2 This represents the maximum value of the rights yet to be vested which have been determined by the amount of the grant date fair value that is yet to be expensed.

3 K. Pryke’s employment ended on 1 September 2009 and the Board determined that his Performance Rights lapsed.

4 H. Stephen’s employment ended on 31 December 2009 and the Board determined that his Performance Rights lapsed.

5 N. Tobin’s employment ended on 31 August 2009 and the Board determined that his Performance Rights lapsed.

THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

Long Term Incentives (LTI) (variable component) (continued)

Pre 2009 Legacy LTI Schemes

GPT’s 2008 Remuneration Report described significant changes that were made to the 2006, 2007 and 2008 LTI schemes (collectively, the legacy schemes). Broadly, grants under the LTI legacy scheme consisted of loans provided to certain executives to acquire GPT securities.

The 2007 LTI scheme concluded at the end of 2009 and no performance conditions were satisfied, hence no LTI awards were made under the 2007 LTI scheme. The 2008 LTI scheme is the last of the legacy schemes and will conclude at the end of 2010.

The performance conditions and current participant positions are summarised in the tables below:

LTI Scheme	LTI Performance Measurement Period	Performance Condition	Performance Condition Hurdle	Weighting
2007	2007-2009	Growth in Earnings per GPT stapled security (EPS) measured as the percentage increase in the base earnings per GPT stapled security. EPS is the base earnings per security adjusted for significant items and other items determined by the Board and as disclosed in GPT’s Income Statement for the financial years ended 31 December 2007,2008 and 2009.	If EPS growth is below 4% on average over the three year period, no part of LTI available for this performance measure will be awarded. If EPS growth is above 4%, pro-rated awards will occur up to a stretch outcome of 6%.	50%
		Return on contributed equity (RoE) measures the total return on equity employed and takes into account both capital appreciation of the assets of GPT and cash distributions of income.	If RoE is below 8.5% on average over the three year period, no part of the LTI available for this performance measure will be awarded. If RoE is above 8.5%, pro-rated awards will occur up to a stretch outcome of 12.5%.	30%
		Performance relative to Listed Property Trust Index (LPT Index). A LPT Index award may be granted if GPT outperforms against the S&P ASX 200 Listed Property Trust Index. Due to the size of GPT within this Index, GPT and its performance is excluded for the purpose of calculating the LPT Index and its performance.	Below Index performance, no part of the total LTI available for this performance measure will be awarded. Above Index performance, pro-rated awards will occur up to the stretch outcome of 2% out performance. The Board may substitute another Index if there is a material change in the composition of the LPT Index duringthe measurementperiod.	20%
2008	2008-2010	Growth in Earnings per GPT stapled security (EPS) measured as the percentage increase in the base earnings per GPT stapled security. EPS is the base earnings per security adjusted for significant items and other items determined by the Board and as disclosed in GPT’s Income Statement for the financial years ended 31 December 2008,2009 and 2010.	If EPS growth is below 4% on average over the three year period, no part of LTI available for this performance measure will be awarded. If EPS growth is above 4%, pro-rated awards will occur up to a stretch outcome of 6%.	50%
		Return on contributed equity measures the total return on equity employed and takes into account both capital appreciation of the assets of GPT and cash distributions of income.	If RoE is below 8.5% on average over the three year period, no part of the LTI available for this performance measure will be awarded. If RoE is above 8.5%, pro-rated awards will occur up to a stretch outcome of 12.5%.	30%
		Performance relative to Listed Property Trust Index (LPT Index). A LPT Index award may be granted if GPT outperforms against the S&P ASX 200 Listed Property Trust Index. Due to the size of GPT within this Index, GPT and its performance is excluded for the purpose of calculating the LPT Index and its performance.	Below Index performance, no part of the total LTI available for this performance measure will be awarded. Above Index performance, pro-rated awards will occur up to the stretch outcome of 2% out performance. The Board may substitute another Index if there is a material change in the composition of the LPT Index duringthe measurementperiod.	20%

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

Long Term Incentives (LTI) (variable component) (continued)

Pre 2009 Legacy LTI Schemes (continued)

			GPT	Number of
	Year of LTI Loan1	Loans granted under LTI scheme	stapled security purchase price	securities acquired under LTI scheme	2009 Opening Loan Balance2	Interest Costs3	GPT stapled secuirty price at	Total net value of employee equity at	2008 LTI Scheme award accural4	2009 Closing Loan Balance
Senior Executives					1 Jan 09	31 Dec 09	31 Dec 09	31 Dec 09	31 Dec 09	31 Dec 09
D. Byrne	2007	$138,134	$5.11	27,108	$845,950	$9,673	$0.605	($733,575)	$0	$845,950
Head of Corporate Affairs &	2006	$666,663	$4.20	158,635
Communications
T. Cope	2007	$165,568	$5.11	32,384	$1,025,453	$11,729	$0.605	($889,252)	$0	$1,025,453
Head of Office	2006	$809,998	$4.20	192,742
J. Coyne	2007	$209,302	$5.11	40,938	$817,910	$9,186	$0.605	($711,244)	$0	$817,910
General Counsel/Co.Secretary	2006	$568,888	$4.20	135,369
M. Fookes	2007	$484,347	$5.11	94,735	$1,595,071	$17,746	$0.605	($1,388,996)	$0	$1,595,071
Head of Retail	2006	$1,033,331	$4.20	245,885
V. Georos	2007	$166,519	$5.11	32,570	$973,885	$11,119	$0.605	($844,770)	$0	$973,885
Head of Industrial & Business	2006	$759,997	$4.20	180,844
Parks
N. Harris	2007	$256,742	$5.11	50,217	$1,211,868	$12,548	$0.605	($1,066,157)	$0	$1,211,868
Head of Wholesale	2006	$888,887	$4.66	190,627
J. Johnstone	2007	$218,453	$5.11	42,728	$1,023,764	$11,593	$0.605	($889,142)	$0	$1,023,764
Head of Europe	2006	$755,555	$4.20	179,787
M. O’Brien	2007	$1,301,977	$5.11	254,658	$2,664,129	$28,558	$0.605	($2,332,508)	$0	$2,664,129
CFO	2006	$1,233,333	$4.20	293,476
P. Taylor	2007	$126,625	$5.11	24,767	$562,861	$6,359	$0.605	($489,013)	$0	$562,861
Head of People & Culture	2006	$408,886	$4.20	97,296
Total		$10,193,204		2,274,766	$10,720,891	$118,511		($9,344,658)	$0	$10,720,891

1 Year of LTI loan means the year in which a loan was made to the individual to acquire GPT stapled securities under the LTI scheme. No additional loans were made to any of the key management personnel from calendar year 2008 onwards.

2 2009 Opening Loan Balance reflects the balance of the loan less net distributions for the period 2006-2008 plus capitalised interest costs for the period 2006-2008.

3 Interest costs for 2009 were set at a level equivalent to the net distributions received. This was a change in scheme design for 2009 recognising that with employee equity positions substantially ‘underwater’ and with the loans converted to limited recourse there was no sense charging a commercial rate of interest which would further exacerbate the negative equity position.

4 As a result of GPT’s performance to date and the fact that no LTI award in the form of a loan waiver had been achieved or is likely to be achieved for the remaining 2008 LTI (which runs to the end of 2010) no award accrual is applicable.

THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

Service Agreements

All employees have service agreements in place that set out the basic terms and conditions of employment. In 2009 the Board took steps to increase the notice periods for all Senior Executives to a minimum of 3 months. No notice provisions apply where termination occurs as a result of misconduct or serious or persistent breach of the agreement.

Remuneration arrangements for early termination of an Executive’s contract for reasons outside the control of the individual or where the Executive is made redundant may give rise to a severance payment at law. In the absence of any express entitlement, these payments would vary between individuals.

The Board has approved a policy with respect to severance entitlements specifically capping the maximum severance payment that would be made to twelve months base remuneration. In addition the executive may be entitled to any STI and LTI at the end of the relevant period subject to the achievement of key performance indicators that had been set.

In response to the passing of the Corporations Amendment (Improving Accountability on Terminations Payments) Act 2009 (Cth) into law on 16 November 2009 the Board is currently taking steps to ensure that GPT executive entitlements to termination benefits (as defined by the Act) do not exceed the new limits put in place.

The terms of Michael Cameron’s contract were outlined on pages 73. Set out below is a summary of the terms of the service agreements for Executives (other than the CEO) who were employed by the Group at 31 December 2009:

	D. Byrne	T. Cope	J. Coyne	M. Fookes	V.Georos	N. Harris	J. Johnstone	M. O’Brien	P. Taylor
Date of agreement	1 June 2005	1 June 2005	1 June 2005	1 June 2005	1 June 2005	25 July 2005	16 June 2005	1 June 2005	10 June 2005
Term of agreement	Open-ended	Open-ended	Open-ended	Open-ended	Open-ended	Open-ended	Open-ended	Open-ended	Open-ended
Non-solicitation of
other personnel	12 months	12 months	12 months	12 months	12 months	12 months	12 months	12 months	12 months
Termination notice
(employee)	3 Months	3 Months	3 Months	3 Months	3 Months	3 Months	3 Months	3 Months	3 Months
Termination Notice
(GPT)	3 Months	3 Months	3 Months	3 Months	3 Months	3 Months	3 Months	3 Months	3 Months

GPT Performance Outcomes

In 2009, economic conditions continued to be extremely challenging and GPT’s returns to security holders were unsatisfactory. The table below shows GPT’s performance against a number of key metrics over the last 5 years, with GPT’s TSR performance versus the ASX 200A-REIT index depicted in the following chart.

		2009	2008	2007	2006	2005
Realised operating income	$ millions	375.8	468.8	605.1	558.6	492.3
Total securityholder return (TSR)	%	(17.9%)	(64.8%)	(22.8%)	43.2%	15.9%
Annualised three year TSR1	%	(35.1%)	(14.8%)	12.1%	30.5%	18.7%
Underlying earnings per security (EPS)2	cents	4.8	17.7	29.4	27.5	24.4
EPS growth	%	(72.9%)	(39.8%)	6.9%	12.7%	10.9%
Underlying adjusted earnings per security (EPS)2	cents	4.8	15.4	19.9	18.6	16.5
Ajusted EPS growth	%	(68.8%)	(22.7%)	6.9%	12.7%	10.9%
Distributions per security (DPS)2	cents	4.5	17.7	28.9	27.5	24.4
NTA (per security)2	$	0.69	1.43	3.86	3.60	3.16
3 year average total return3	$	(23.5%)	(2.9%)	16.9%	18.0%	14.9%
Security price at beginning of calendar year	$	$0.92	$4.04	$5.60	$4.10	$3.74
Security price at end of calendaryear	$	$0.61	$0.92	$4.04	$5.60	$4.10

1 Three year average annual return

2 Unadjusted per security figures

3 Three year arithmetic average measured as (Adjusted DPS plus change in adjusted NTA)/Opening adjusted NTA

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

GPT Performance Outcomes (continued)

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Accountability for the less-than-desirable Group performance of the Group has been reflected in the remuneration actions implemented by the Board in 2009, including:

No increase in Executive base remuneration in 2009, and only a modest review of 3% for 2010
No increase in Non-Executive Director fees in 2009 and 2010
Executive’s electing to forego any STI in 2008, which would have been payable in 2009, and the Board restricting the 2009 STI pool to a modest level
Reducing the overall STI opportunity for employees in 2010
No LTI being paid to Executives in the period 2006-2009.

THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

Short-term incentive outcomes

In 2009, GPT was able to exceed forecast Realised Operating Income targets for 2009. This resulted directly from the implementation of the new Group strategy as communicated to the market in August 2009, the efforts of the new CEO and Executive team over the course of the year, and the dedication and commitment of GPT’s employees, the vast majority of whom are employed in activities relating to the core portfolio of high quality Australian Retail, Commercial and Industrial real estate.

Ensuring that GPT employees are retained and motivated to perform is critical not only to the process of recovery, but the day-to-day operations of the business. As a result, the Board felt it appropriate to provide for a modest level of STI incentive for 2009. The Board is of the view that this award recognises the substantial efforts to restore GPT’s balance sheet and implement the new strategy, and hence provide a strong, unified platform for further recovery in 2010. In providing an award, the table below outlines the degree of restraint exhibited by the Board by depicting the percentage of maximum STI award forfeited by GPT Executives:

	Actual STI Awarded (A$’000s)	Actual STI Awarded as a % of Maximum STI	% of Maximum STI Award Forfeited
Executives
Michael Cameron (from 1 May2009)	933.3	93.3%	6.7%
Donna Byrne	72.1	24.4%	75.6%
TonyCope	294.7	54.6%	45.4%
James Coyne	89.3	23.7%	76.3%
Mark Fookes	310.0	44.0%	56.0%
Victor Georos	173.0	38.0%	62.0%
Nicholas Harris	405.2	45.0%	55.0%
Jonathan Johnstone	625.0	83.3%	16.7%
Michael O’Brien	465.0	36.3%	63.7%
Phil Taylor	62.7	23.7%	76.3%

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

Senior Executive Remuneration Disclosures – Statutory Accounting Basis

The following table provides a breakdown of GPT’s senior executive remuneration in accordance with statutory requirements and accounting standards. The Board considers that the table on page 70 of the 2009 Remuneration in Brief is more meaningful because it shows cash remuneration actually received by GPT’s executives.

	Fixed Pay	Fixed Pay	Fixed Pay	Variable or ‘At Risk Pay” - Short Term	Variable or ‘At Risk Pay” - Long Term	Variable or ‘At Risk Pay” - Long Term	Variable or ‘At Risk Pay” - Long Term
	Salary & Fees	Superannuation	Non- Monetary1	STI Bonus	LTI Award Accural2	Grant of Performance Rights3	Accounting (non-cash) Limited Recourse Ammendment4
Executives	$837,589 - $9,521 - $5,445 - $933,333 - - - $50,346 - - - - - - - $1,836,234 - $355,684 $382,228 $14,103 $13,437 $2,125 $1,641 $72,150 - - ($86,000) - - - $675,149 - - - - $444,062 $986,455 $510,811 $490,882 $14,103 $13,437 $2,805 $8,848 $294,657 $208,111 - ($86,400) - - - $818,337 - - - - $822,376 $1,453,215 $461,519 $486,770 $14,103 $13,437 $6,329 $2,346 $89,347 - - ($42,533) - - - $655,708 - - - - $571,298 $1,115,728 $665,314 $748,977 $14,103 $13,437 $4,421 $2,822 $310,000 - - ($80,000) - - - $1,281,701 - - - - $993,838 $1,966,937 $434,557 $418,361 $14,103 $13,437 $2,445 $2,572 $173,016 $237,375 - ($92,400) - - - $777,544 - - - - $624,121 $1,356,889 $593,323 $610,470 $14,103 $13,437 $3,045 $1,202 $405,180 - - ($69,333) - - - $990,292 - - - - $1,015,651 $1,546,068 $852,900 $1,038,331 $14,103 $13,437 $2,645 $5,331 $625,000 - ($32,000) $32,000 - - - $819,051 - - - - $1,462,648 $1,908,150 $813,689 $894,795 $14,103 $13,437 $3,845 $1,897 $465,000 - ($24,000) $24,000 $64,450 - - $2,159,845 - - - - $1,337,087 $3,093,974 $322,305 $331,732 $14,103 $13,437 $1,965 $1,353 $62,700 - - ($32,133) - - - $450,563 - - - - $401,073 $764,952 $169,442 $761,520 $8,472 $32,566 $606 - - - - - - - - - $171,112 - - - $349,632 $794,086 - $1,155,148 - $11,146 - $3,053 - - - ($1,297,333) - - - - - $975,000 - $8,290,281 - $9,137,295 $533,630 $878,334 $10,488 $13,437 $5,866 $2,083 $125,342 - - ($73,333) - - - $1,229,598 $770,000 - - - $1,445,326 $2,050,119 $483,388 $503,326 $14,103 $13,437 $7,629 $975 $500,000 - - ($33,333) - - - $816,837 $539,231 - - - $1,544,351 $1,301,242 $492,588 $700,678 $9,283 $13,437 $3,445 $2,219 $116,507 - - ($58,666) - - - $1,282,866 $720,000 - - - $1,341,823 $1,940,534
M. Cameron6 Chief Executive Officer 31 December 2009 31 December 2008 D. Byrne Head of Corporate Affairs & Communications 31 December 2009 31 December 2008 T. Cope Head of Office 31 December 2009 31 December 2008 J. Coyne General Counsel/ Co.Secretary 31 December 2009 31 December 2008 M. Fookes Head of Retail 31 December 2009 31 December 2008 V. Georos Head of Industrial & Business Parks 31 December 2009 31 December 2008 N. Harris Head of Wholesale 31 December 2009 31 December 2008 J. Johnstone7 Head of Europe 31 December 2009 31 December 2008 M. O’Brien Chief Financial Officer 31 December 2009 31 December 2008 P. Taylor Head of People & Culture 31 December 2009 31 December 2008 Former Executives
R. Croft8 CEO GPT Halverton 31 December 2009 31 December 2008 N. Lyons9 Chief Executive Officer 31 December 2009 31 December 2008 K. Pryke10 Chief Financial Officer 31 December 2009 31 December 2008 H. Stephens11 Head of Corporate Transactions 31 December 2009 31 December 2008 N. Tobin12 General Manager - JV 31 December 2009 31 December 2008
Total 31 December 2009 31 December 2008	$7,526,739 $9,401,552 $178,794 $204,956 $52,616 $36,342 $4,172,232 $445,486 ($56,000) ($1,895,464) $114,796 $0 $0 $11,957,491 $2,200,343 $975,000 $0 $8,290,281 $14,189,520 $29,415,644

1 The amount set out under ‘Non-monetary’ may include administration fees associated with membership of the GPT Superannuation Plan, Death & Total/Permanent Disability Insurance Premiums and/or the taxable value of the benefit of discounted staff rates at Voyages Hotels & Resorts.

2 The purpose of the LTI Award Accrual column is to record the status of accruals for LTI awards under the 2007, 2008, and 2009 LTI plans based on GPT performance against the respective award conditions. As a result, the numbers noted in the table generally represent the reversals of any remaining historical accruals for the 2007 LTI (which at the end of the 3 year performance period 2007-2009 did not reach threshold performance levels) or the 2008 and 2009 LTI’s (neither of which are presently tracking above threshold levels of performance, hence no accrual for a potential LTI award is recorded).

THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

Senior Executive Remuneration Disclosures – Statutory Accounting Basis (continued)

Senior Executive Remuneration Disclosures – Statutory Accounting Basis (continued)	Senior Executive Remuneration Disclosures – Statutory Accounting Basis (continued)	Senior Executive Remuneration Disclosures – Statutory Accounting Basis (continued)	Senior Executive Remuneration Disclosures – Statutory Accounting Basis (continued)	Senior Executive Remuneration Disclosures – Statutory Accounting Basis (continued)
3 One off grants of Performance Rights were made in 2009 as follows:
Name	Reason for the Grant	Initial Value of the Grant	Number of Performance Rights (calculated by dividing the initial value of the grant by GPT’s first quarter 2009 volume weighted average price of 52.01cps)	Vesting Condition
Michael Cameron	A sign on package on appointment to the role of Managing Director and CEO on 1 May2009	$300,000	576,812	Service; 50% of performance rights will convert to GPT securities for nil consideration on 30 June 2011, with the remaining 50% converting to GPT securities on 30 June 2012
Michael O’Brien	Recognition of 7 month’s service as Acting CEO	$200,000	384,541	Service; 50% of performance rights will convert to GPT securities for nil consideration on 1 July 2010, with the remaining 50% converting to GPT securities on 1 July 2011

4 The Accounting (non-cash) Limited Recourse Amendment refers to the accounting implications of the change from full recourse to limited recourse loans in GPT’s Legacy LTI schemes which occurred on 31 December 2008. As such, it should be noted that it did not represent a cash payment to participants.
5 The loss on termination of full recourse loan was as a result of exiting the GPT Employee Incentive Scheme – Long Term Incentive, and did not represent a cash payment to Mr Lyons. It comprised a shortfall arising because the value of his equity was accepted in full satisfaction of the outstanding loan giving rise to a loss realised on the loan principal of $3,867,043 plus accumulated interest of $568,211 and the Fringe Benefits Tax paid ($3,855,026).
6 M. Cameron joined GPT on 1 May 2009.

7 The salary & fees amount for J. Johnstone in 2009 includes a significant component associated with his expatriate assignment to the United Kingdom, including rental accommodation, school fees, and cost of living adjustments. This assignment concluded at the end of 2009 with the divestment of GPT Halverton.

8 R. Croft’s employment ended on 14 April 2009.
9 N. Lyons’ employment was discontinued on 23 October 2008.
10 K. Pryke’s employment ended on 1 September 2009.
11 H. Stephen’s employment ended on 31 December 2009.
12 N. Tobin’s employment ended on 31 August 2009.

3.4 Remuneration – Non-Executive Directors

Remuneration Policy

The Board determines the remuneration structure for Non-Executive Directors based on recommendations from the Nomination and Remuneration Committee. The principal features of this policy are as follows:

Non-Executive Directors are paid one fee for participation as a Director in all GPT related companies (principally GPT RE Limited, the Responsible Entity of General Property Trust and GPT Management Holdings Limited).
Non-Executive Director remuneration is composed of three main elements:
Main Board fees
Committee fees
Superannuation contributions at the statutory Superannuation Guarantee Levy (SGL) rate.
Differences in workloads of Non-Executive Directors arise mainly because of differing involvement in Board Committees, which is in addition to main Board work. This additional workload is rewarded via Committee fees in addition to main Board fees.
Non-Executive Directors do not participate in any incentive or performance based arrangements.
Non-Executive Directors are not entitled to any retirement benefits other than compulsory superannuation.
Non-Executive Director remuneration is set by reference to comparable entities listed on the Australian Securities Exchange (based on GPT’s industry sector and market capitalisation).
External independent advice on reasonable remuneration for Non-Executive Directors is sought at least every 3 years. Between such reviews, remuneration is monitored against market movements as is the time being spent by Directors in performing their duties. Any increase resulting from this review is effective from the 1st of January each year and advised in the ensuing Remuneration Report.

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

3. REMUNERATION REPORT (continued)

3.4 Remuneration – Non-Executive Directors (continued)

Remuneration arrangements

As noted above, the Board determined that there would be no increase in Non-Executive Director fees for 2009. The Board has also determined that this policy will extend to Non-Executive Director fees for 2010.

The Chairman is paid a main board fee which is 250% more than the other Non-Executive Directors to reflect additional workload and responsibility, however does not receive Committee fees.

Fees (including superannuation) paid to Non-Executive Directors are drawn from a remuneration pool of $1,500,000 per annum which was approved by GPT securityholders at the Annual General Meeting on 9 May 2007. As an executive director, Michael Cameron did not receive fees from this pool but was remunerated as one of GPT’s Senior Executives. As noted above, there will be no increase in NonExecutive Director fees for 2010.

Annual Board and Board Committees fees (excluding compulsory superannuation) for the year ended 31 December 2009 are as follows:

Chairman1 2009 2008 Members 2009 2008	Board Audit and Risk Management Committee Nomination and Remuneration Committee Corporate Responsibility Committee2
	$346,500 $34,650 $23,100 $23,100 $346,500 $34,650 $23,100 $23,100 $138,600 $17,325 $11,550 $11,550 $138,600 $17,325 $11,550 $11,550

1 ‘Chairman’ used in this sense may refer to the Chairman of the Board or the Chairman of a particular committee.

2 The Corporate Responsibility Committee was discontinued in 2009 and it’s function assumed by the Board.

In addition to the above fees, all Non-Executive Directors receive reimbursement for reasonable travel, accommodation and other expenses incurred while undertaking GPT business.

THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

3. REMUNERATION REPORT (continued)

3.4 Remuneration – Non-Executive Directors (continued)

Remuneration arrangements (continued)

The nature and amount of each element of remuneration paid to GPT’s Non-Executive Directors for the current financial and comparative year are as follows:

year are as follows:
	Fixed Pay			Total
	Salary & Fees	Superannuation1	Non- Monetary2
Directors	$270,834 $155,925 $14,103 $13,437 - - $284,937 $169,362 $3,038 - $273 - - - $3,311 - $90,475 - $8,143 - - - $98,618 - $167,475 $167,475 $14,103 $13,437 - - $181,578 $180,912 $107,795 - $9,702 - - - $117,497 - $161,700 $161,700 $14,103 $13,437 - - $175,803 $175,137 $173,250 $173,250 $14,103 $13,437 $1,393 $2,641 $188,746 $189,328 $138,156 $346,500 $5,480 $13,437 - - $143,636 $359,937 $69,078 $173,250 $5,480 $13,437 $650 $1,192 $75,208 $187,879 - $100,100 - $8,817 - $4,381 - $113,298
K. Moss3 Chairman 31 December 2009 31 December 2008 B. Crotty4 31 December 2009 31 December 2008 R. Ferguson5 31 December 2009 31 December 2008 E. Goodwin 31 December 2009 31 December 2008 L.S. Guan6 31 December 2009 31 December 2008 I. Martin 31 December 2009 31 December 2008 A. McDonald 31 December 2009 31 December 2008 Former Directors
P. Joseph7 31 December 2009 31 December 2008 M. Latham8 31 December 2009 31 December 2008 E. Nosworthy9 31 December 2009 31 December 2008
Total 31 December 2009 31 December 2008	$1,181,801 $1,278,200 $85,490 $89,439 $2,043 $8,214 $1,269,334 $1,375,853

No termination benefits were paid during the financial year.

1 Refers to compulsory superannuation only; non-compulsory superannuation salary sacrifices are included in Salary & Fees.

2 The amount set out under ‘Non-monetary’ may include administration fees associated with membership of the GPT Superannuation Plan, Death & Total/Permanent Disability Insurance Premiums (A. McDonald & E. Nosworthy) or Parking (M. Latham).

3 K. Moss was appointed Chairman effective 25 May 2009.

4 B. Crotty was appointed to the Board on 22 December 2009.

5 R. Ferguson was appointed to the Board in the role of Deputy Chairman on 25 May 2009.

6 L.S. Guan was appointed to the Board on 21 April 2009.

7 P. Joseph retired from the role of Chairman of the Board on 25 May 2009.

8 M. Latham retired as a Director on 25 May 2009.

9 E. Nosworthy resigned as a Director on 21 August 2008.

DIRECTORS’ REPORT

For the year ended 31 December 2009 – THE GPT GROUP

4. OTHER DISCLOSURES

4.1 Indemnification and Insurance of Directors and Officers

GPT provides a Deed of Indemnity and Access (Deed) in favour of each of the Directors and Secretary of GPT and its subsidiary companies and each person who acts or has acted as a representative of GPT serving as an officer of another entity at the request of GPT. The Deed indemnifies these persons on a full indemnity basis to the extent permitted by law for losses, liabilities, costs and charges incurred as a Director or Officer of GPT, its subsidiaries or such other entities.

Subject to specified exclusions, the liabilities insured are for costs that may be incurred in defending civil or criminal proceedings that may be brought against directors and officers in their capacity as Directors and Officers of GPT, its subsidiary companies or such other entities, and other payments arising from liabilities incurred by the Directors and Officers in connection with such proceedings. The Auditors are in no way indemnified out of the assets of GPT.

During the financial year, GPT paid insurance premiums to insure the Directors and Officers of GPT and its subsidiary companies. The terms of the contract prohibit the disclosure of the premiums paid.

4.2 Proceedings on behalf of the Trust

No proceedings have been brought or intervened in on behalf of GPT with leave of the Court under section 237 of the Corporations Act 2001.

4.3 Non-Audit Services

During the year PricewaterhouseCoopers, GPT’s auditor, has performed other services in addition to their statutory duties. Details of the amount paid to the auditor, which includes amounts paid for non-audit services and other assurance services, are set out in note 30 to the financial statements.

The Directors have considered the non-audit services and other assurance services provided by the auditor during the financial year. In accordance with advice received from the Audit and Risk Management Committee, the Directors are satisfied that the provision of non-audit services by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:

the Audit & Risk Management Committee reviewed the non-audit services and other assurance services at the time of appointment to ensure that they did not impact upon the integrity and objectivity of the auditor
the Board’s own review conducted in conjunction with the Audit and Risk Management Committee, having regard to the Board’s policy with respect to the engagement of GPT’s auditor
the fact that none of the non-audit services provided by PricewaterhouseCoopers during the financial year had the characteristics of management, decision-making, self-review, advocacy or joint sharing of risks.

4.4 Rounding of Amounts

The GPT Group is of a kind referred to in the Australian Securities & Investments Commission Class Order 98/0100. Accordingly, amounts in the Directors’ Report have been rounded to the nearest tenth of a million dollars in accordance with the Class Order, unless stated otherwise.

4.5 Auditor

PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.

4.6 Auditors’ Independence Declaration

A copy of the auditors’ independence declaration as required under section 307C of the Corporations Act 2001 is set out on the following page.

Signed in accordance with a resolution of the Directors.

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Ken Moss Chairman Sydney 22 February 2010

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______ Michael Cameron Managing and Executive Director

THE GPT GROUP ANNUAL REPORT 2009

AUDITOR’S INDEPENDENCE DECLARATION

For the year ended 31 December 2009 – THE GPT GROUP

PricewaterhouseCoopers ABN 52 780 433 757

Auditor’s Independence Declaration

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

As lead auditor for the audit of the GPT Group for the year ended 31 December 2009, 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 and the entities it controlled during the period.

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DH Armstrong Partner PricewaterhouseCoopers

Sydney 22 February 2010

Liability limited by a scheme approved under Professional Standards Legislation

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the year ended 31 December 2009 – THE GPT GROUP

Note	Consolidated entity Parent entity 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
Revenue Rent from property investments Property and fund management fees Distributions from controlled entities, associates and joint ventures Development project revenue Other income Fair value adjustments to investment properties Fair value adjustments of controlled entities, associates and joint ventures Share of after tax profit / (loss) of investments in associates and joint vetures Interest revenue - joint venture investment arrangements Interest revenue - cash and short term money market securities Net foreign exchange gain Net gain on fair value of derivatives 5(c) Net gain on disposal of assets Total revenue and other income Expenses Property expenses and outgoings Cost of sales from development projects Management and other administration costs Depreciation and amortisation expense 5(a) Finance costs 5(b) Impairment expense - loan and receivables Impairment expense - interest Impairment expense - other Net loss on fair value of derivatives 5(c) Net loss on disposal of assets Net foreign exchange loss Responsible Entity’s fee Total expenses Profit / (Loss) before income tax expenses Income tax expense 6(a) Profit / (Loss) after income tax expense Loss from discontinued operations 2(a) Net loss for the year Other comprehensive income Devaluations of assets, net of tax Net foreign exchange translation adjustments, net of tax Effective portion of changes in fair value of cashflow hedges, net of tax Total comprehensive loss for the year Net loss attributable to: - Securityholders of the Trust - Securityholders of other entities stapled to the Trust (non-controlling interest) - External non-controlling interest Total comprehensive loss attributable to: - Securityholders of the Trust - Securityholders of other entities stapled to the Trust (non-controlling interest) - External non-controlling interest Basic and diluted earnings per ordinary security of the Trust Earnings per security (cents per security) for profit / (loss) from continuing operations 4(a) Earnings per security (cents per security) for profit / (loss) from discontinued operations 4(a) Earnings per security (cents per security) 4(a)	503.1 494.9 301.6 295.4 37.4 56.3 - - - - 371.0 410.6 6.4 190.1 - -
	546.9 741.3 672.6 706.0
	(532.5) (81.6) (332.5) 57.8 - - (813.8) (791.4) (115.3) (283.5) - - 7.6 10.1 59.1 131.6 15.7 21.7 13.1 15.7 238.6 - 112.6 - 463.3 - 463.3 - - 5.3 - 1.2
	77.4 (328.0) (498.2) (585.1)
	624.3 413.3 174.4 120.9
	139.0 127.1 81.4 77.6 - 137.8 - - 73.3 76.2 11.3 9.1 9.2 8.9 - - 190.8 262.2 186.9 249.4 11.0 30.3 1,175.8 957.4 - - 34.0 - 11.8 9.0 - 2.3 - 875.7 - 874.9 64.0 - 58.4 - - 540.2 - 266.7 - - 27.3 33.7
	499.1 2,067.4 1,575.1 2,471.1
	125.2 (1,654.1) (1,400.7) (2,350.2)
	(7.9) (19.9) - -
	117.3 (1,674.0) (1,400.7) (2,350.2) (1,187.9) (1,579.5) - -
	(1,070.6) (3,253.5) (1,400.7) (2,350.2)
	- (15.0) - - (337.5) 406.0 - - - (11.5) - -
	(1,408.1) (2,874.0) (1,400.7) (2,350.2)
	(937.0) (2,556.3) (132.1) (696.5) (1.5) (0.7) (1,305.6) (2,149.8) (101.0) (723.5) (1.5) (0.7) 0.3 (47.6) (13.4) (25.7) (13.1) (73.3)

The above Consolidated Statements of Comprehensive Income should be read in conjunction with the accompanying notes.

THE GPT GROUP ANNUAL REPORT 2009

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As at 31 December 2009 – THE GPT GROUP

Note	Consolidated entity Parent entity 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
ASSETS Current Assets Cash and cash equivalents 26(b) Loans and receivables 8 Inventories 9 Derivative assets 10 Tax receivables Prepayments Non-current assets classified as held for sale 7(e) Total Current Assets Non-Current Assets Investment properties 11 Investments in associates and joint ventures 12 Property, plant & equipment 14 Loans and receivables 8 Other assets 13 Intangible assets 15 Derivative assets 10 Deferred tax assets 6(b) Total Non-Current Assets Total Assets LIABILITIES Current Liabilities Payables 16 Borrowings 17 Derivative liabilities 10 Current tax liabilities Provisions 18 Non-current liabilities classified as held for sale 7(e) Total Current Liabilities Non-Current Liabilities Borrowings 17 Derivative liabilities 10 Provisions 18 Deferred tax liabilities 6(c) Total Non-Current Liabilities Total Liabilities Net Assets EQUITY Equity attributable to securityholders of the Trust (parent entity) Contributed equity 19 Reserves 20 (Accumulated losses)/retained profits 21 Total equity of GPT Trust securityholders Equity attributable to securityholders of other entities stapled to the Trust Contributed equity 19 Reserves 20 (Accumulated losses)/retained profits 21 Total equity of other stapled securityholders Equity attributed to non-controlling interests - external Contributed equity 19 Reserves 20 Retained profits 21 Total equity of external non-controlling interests Total Equity	40.3 961.9 17.8 871.1 60.1 261.5 143.3 389.8 - 454.2 - - - 16.5 - 16.5 3.2 - - - 9.5 15.1 4.4 6.9
	113.1 1,709.2 165.5 1,284.3 635.7 - - -
	748.8 1,709.2 165.5 1,284.3
	6,023.6 6,696.1 4,047.2 4,028.7 2,236.7 2,762.9 2,144.8 2,565.2 21.3 452.0 - - 87.7 1,308.5 11.8 947.5 0.2 2.7 3,189.3 3,721.5 16.2 48.6 - - 4.4 31.3 4.4 31.3 24.5 18.5 - -
	8,414.6 11,320.6 9,397.5 11,294.2
	9,163.4 13,029.8 9,563.0 12,578.5
	181.3 284.0 664.8 317.6 1,699.9 547.0 1,699.9 173.8 1.5 40.7 1.5 24.2 - 18.5 - - 6.7 12.4 - -
	1,889.4 902.6 2,366.2 515.6 18.4 - - -
	1,907.8 902.6 2,366.2 515.6
	483.8 4,466.3 406.8 4,390.4 98.5 843.4 98.5 843.4 3.9 5.2 - - 1.0 - - -
	587.2 5,314.9 505.3 5,233.8
	2,495.0 6,217.5 2,871.5 5,749.4
	6,668.4 6,812.3 6,691.5 6,829.1
	8,155.3 6,525.6 8,155.3 6,525.6 37.8 405.3 - - (1,014.6) 289.0 (1,463.8) 303.5
	7,178.5 7,219.9 6,691.5 6,829.1
	324.7 324.7 - - 13.8 (17.3) - - (848.6) (716.5) - -
	(510.1) (409.1) - -
	- - - - - - - -
	- 1.5 - -
	- 1.5 - -
	6,668.4 6,812.3 6,691.5 6,829.1

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the year ended 31 December 2009 – THE GPT GROUP

			Total		$M	7,798.2	-	-	-	-	(2,350.2)	(2,350.2)		1,877.0	-	-	-	(495.9)	6,829.1	6,829.1	-	-	-	-	(1,400.7)	(1,400.7)		1,629.7	-	-	-	(366.6)	6,691.5
Parent Entity			Reserves Retained	earnings	$M $M	- 3,149.6	- -	- -	- -	- -	- (2,350.2)	- (2,350.2)		- -	- -	- -	- -	- (495.9)	- 303.5	- 303.5	- -	- -	- -	- -	- (1,400.7)	- (1,400.7)		- -	- -	- -	- -	- (366.6)	- (1,463.8)
			Contributed	equity	$M	4,648.6	-	-	-	-	-	-		1,877.0	-	-	-	-	6,525.6	6,525.6	-	-	-	-	-	-		1,629.7	-	-	-	-	8,155.3
			Total	equity	$M	8,295.4	(15.0)	406.0	(11.5)	379.5	(3,253.5)	(2,874.0)		1,884.2	-	1.5	1.1	(495.9)	6,812.3	6,812.3	-	(337.5)	-	(337.5)	(1,070.6)	(1,408.1)		1,629.7	-	0.2	0.9	(366.6)	6,668.4
	Attributable to the Securityholders of	external non-controlling interests	Contributed Reserves Retained Total	equity earnings	$M $M $M $M	- - 2.2 2.2	- - - -	- - - -	- - - -	- - - -	- - (0.7) (0.7)	- - (0.7) (0.7)		- - - -	- - - -	- - - -	- - - -	- - - -	- - 1.5 1.5	- - 1.5 1.5	- - -	- - - -	- - - -	- - - -	- - (1.5) (1.5)	- - (1.5) (1.5)		- - - -	- - - -	- - - -	- - - -	- - - -	- - - -
Consolidated Entity	Attributable to the Securityholders of other	entities stapled to the General Property Trust	Contributed Reserves Retained Total	equity earnings	$M $M $M $M	317.5 9.5 (20.0) 307.0	- - - -	- (15.5) - (15.5)	- (11.5) - (11.5)	- (27.0) - (27.0)	- - (696.5) (696.5)	- (27.0) (696.5) (723.5)		7.2 - - 7.2	- - - -	- 0.2 - 0.2	- - - -	- - - -	324.7 (17.3) (716.5) (409.1)	324.7 (17.3) (716.5) (409.1)	- - - -	- 31.1 - 31.1	- - - -	- 31.1 - 31.1	- - (132.1) (132.1)	- 31.1 (132.1) (101.0)		- - - -	- - - -	- - - -	- - - -	- - - -	324.7 13.8 (848.6) (510.1)
	Attributable to the Securityholders of the	General Property Trust	Contributed Reserves Retained Total	equity earnings	Note $M $M $M $M	Balance at 1 January 2008 4,648.6 (3.6) 3,341.2 7,986.2	Movement in asset revaluation reseve 20(a) - (15.0) - (15.0)	Movement in foreign currency translation reserve 20(b) - 421.5 - 421.5	Movement in cash flow hedge reserve 20(e) - - - -	Net income / (loss) recongnised directly in equity - 406.5 - 406.5	Profit / (loss) for the financial year 21 - - (2,556.3) (2,556.3)	Total comprehensive income / (loss) for the financial year - 406.5 (2,556.3) (2,149.8)	Transactions with Securityholders in their capacity as Securityholders:	Issue of share capital 19 1,877.0 - - 1,877.0	Non-controlling interest in aquisition of subidary 21 - - - -	Movement in treasury stock reserve 20(c) - 1.3 - 1.3	Movement in employee incentive scheme reseve 20(d) - 1.1 - 1.1	Distribution paid or payable 3 - - (495.9) (495.9)	Balance at 31 December 2008 6,525.6 405.3 289.0 7,219.9	Balance at 1 January 2009 6,525.6 405.3 289.0 7,219.9	Movement in asset revalution reserve 20(a) - - - -	Movement in foreign currency translation reserve 20(b) - (368.6) - (368.6)	Movement in cash flow hedge reserve 20(e) - - - -	Net income / (loss) recongnised directly in equity - (368.6) - (368.6)	Profit / (loss) for the financial year 21 - - (937.0) (937.0)	Total comprehensive income / (loss) for the financial year - (368.6) (937.0) (1,305.6)	Transactions with Securityholders in their capacity as Securityholders:	Issue of share capital 19 1,629.7 - - 1,629.7	Non-controlling interest in aquisition of subidary 21 - - - -	Movement in treasury stock reserve 20(c) - 0.2 - 0.2	Movement in employee incentive scheme reseve 20(d) - 0.9 - 0.9	Distribution paid or payable 3 - - (366.6) (366.6)	Balance at 31 December 2008 8,155.3 37.8 (1,014.6) 7,178.5

The above Consolidated Statements of Changes in Equity should be read in conjunction with the accompanying notes.

THE GPT GROUP ANNUAL REPORT 2009

For the year ended 31 December 2009 – THE GPT GROUP

CONSOLIDATED STATEMENTS OF CASH FLOW

Note	Consolidated entity Parent entity 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
Cash flows from operating activities Cash receipts in the course of operations (inclusive of GST) Cash payments in the course of operations (inclusive of GST) Distributions received from associates and joint ventures Distributions received from controlled entities Interest received Income taxes paid Payments for derivatives Finance costs Net cash inflows from operating activities 26(a) Cash flows from investing activities Payments for investment properties Proceeds from disposal of investment properties Payments for properties under development Proceeds from the disposal of properties under development Payments for property, plant and equipment Proceeds from sale of property, plant & equipment Payments for intangibles Proceeds from sale of intangibles Payments for development inventories Payment for warehoused property investments Proceeds from sale of warehoused property investments Net investment in joint ventures and associates Proceeds from disposal of controlled entities and associates Loan (to)/from joint ventures and associates Capital repayment from associate Payments for controlled entities (net of cash acquired), associates and joint ventures Investment in controlled entities Loan advanced (to)/from controlled entities Payments for cost to sell on assets held for sale (Increase)/decrease in other loans Payments for other assets Net cash outflows from investing activities Cash flows from financing activities Repayments of net bank facilities Repayments of net short and medium term notes Repayments of CPI coupon indexed bond Repayment / (payment) of employee incentive scheme loans, net of distributions Proceeds from the issue of securities Distributions paid to securityholders Net cash (outflow) / inflows from financing activities Net (decrease) / increase in cash and cash equivalents Cash and cash equivalents at the beginning of financial year Less: Cash balance classified as Non-Current assets held for sale Cash and cash equivalents at the end of financial year 26(b)	850.0 895.1 312.2 276.2 (406.2) (475.6) (168.5) (243.3) 146.7 169.1 143.0 149.7 - - 229.7 263.7 40.1 111.7 41.7 97.8 (23.7) (10.3) - - (307.4) (2.6) (305.0) (1.8)
	299.5 687.4 253.1 542.3 (187.6) (320.5) (176.6) (274.7)
	111.9 366.9 76.5 267.6
	(281.1) (256.5) (229.7) (136.7) 367.1 95.6 110.3 61.1 (277.0) (157.4) (218.1) (116.1) - 83.6 - - (18.8) (26.1) - - 60.0 - - - (0.1) (1.6) - - 7.5 - - - - (74.3) - - - (104.9) - - - 13.6 - - (21.6) (27.2) - - 115.6 80.0 141.8 - (5.2) (18.5) 16.0 90.3 4.2 - - - - (44.8) - - - - (57.0) (212.7) - - 220.2 (232.0) (4.3) - - - - (65.5) (1.8) 12.5 - (3.2) - -
	(53.7) (507.2) (18.3) (533.6)
	(2,058.3) 326.5 (2,003.3) 425.5 (173.8) (926.2) (173.8) (926.2) - (37.8) - (37.8) - (1.3) - - 1,629.7 1,782.3 1,629.7 1,776.7 (366.7) (391.6) (364.1) (393.2)
	(969.1) 751.9 (911.5) 845.0
	(910.9) 611.6 (853.3) 579.0 961.9 350.3 871.1 292.1
	51.0 961.9 17.8 871.1
	(10.7) - - -
	40.3 961.9 17.8 871.1

The above Consolidated Statements of Cash Flow should be read in conjunction with the accompanying notes

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

1. Summary of significant accounting policies

The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report includes separate financial statements for the Parent entity, General Property Trust (Trust) as an individual entity and the GPT Group (GPT), consisting of the Trust and its controlled entities (Consolidated entity).

(a) Basis of preparation

This general purpose financial report has been prepared in accordance with the Trust’s Constitution, Australian equivalents to International Financial Reporting Standards (AIFRS), other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001.

Compliance with IFRS

The financial report complies with Australian Accounting Standards and International Financial Reporting Standards (IFRS).

New accounting standards and interpretations

The accounting policies adopted are consistent with those of the previous financial year, apart from the adoption of the following Standards and Interpretations which are mandatory for annual reporting periods beginning on or after 1 January 2009:

Australian Accounting Standards newly released or existing standards to which amendments have been made in the past year are: 1, 2, 4, 5, 7, 8, 101, 102, 107, 108, 110, 111, 116, 118, 119, 120, 121, 123, 127, 128, 129, 131, 132, 134, 136, 138, 139, 140, 141, 1023, 1038, 1039 and 1049.
UIG Interpretations newly released or amended are: 1, 12, 13, 15 and 16.

The adoption of the Standards and Interpretations above that have a significant impact on the financial statements or performance of GPT or the Trust in the financial year are:

AASB 8 Operating Segments – refer to note 1(h)
AASB 140 Investment Property - refer to note 1(p)
AASB 7 Financial Instruments: Disclosures

The amended Standard requires additional disclosures about fair value measurement and liquidity risk. In particular, the amendment requires disclosure of fair value measurements by level of a three-level fair value measurement hierarchy. It also requires disclosure of remaining contractual maturities of derivatives if the maturities are essential for an understanding of the timing of the cashflows. The entity also has to disclose a maturity analysis of financial assets it holds for managing liquidity risk if relevant to evaluate the nature and extent of liquidity risk.

The adoption of this amendment does not impact on profit but results in additional disclosures presented in note 29.

AASB 101 Presentation of Financial Statements

The revised Standard has resulted in the Group renaming the Income Statement to the Statement of Comprehensive Income. This revised Standard also separates owner and non-owner changes in equity. The Statement of Changes in Equity includes only details of transactions with owners, with non-owner changes in equity presented in a reconciliation of each component of equity and included in the Statement of Comprehensive Income. The Group has elected to present all items of recognised income and expense in one Statement of Comprehensive Income. The adoption of this standard impacts only presentation aspects and has no impact on profit.

GPT has not elected to early adopt any new or amended standards that are not mandatory for the financial year ended 31 December 2009. A preliminary assessment indicates they are unlikely to significantly impact GPT’s current financial performance or position except for:

 AASB 9 Financial Instruments

AASB 9 simplifies the classification of financial assets into those to be carried at amortised cost and those to be carried at fair value and replaces the recognition and measurement requirements of financial assets in AASB 139. This standard is required for application from the 1 January 2013. GPT is still currently assessing the impact of this standard however some financial assets carried at amortised cost may need to be fair valued.

Capital management

The Consolidated entity has a current asset deficiency of $1,159.1 million which is mainly caused by borrowings drawn under Tranche A and B of the Euro Syndicated Facility maturing 26 October 2010 being classified as current borrowings. However, Tranche C of the Euro Multi-option Syndicated Facility, which matures 26 October 2012, remains undrawn by the amount required to refinance Tranche A and B. The Syndicate banks which invest in GPT’s Euro Syndicated facility have an equal amount of exposure to GPT under both tranches. There is no legal impediment to drawing Tranche C to refinance Tranche A and B. GPT remain drawn in Tranche A and B, as opposed to Tranche C, to save interest expense due to different credit margins.

Historical cost convention

These financial statements have been prepared under the historical cost convention, as modified by the revaluation for financial assets and liabilities (including derivatives) at fair value through profit and loss, certain classes of property, plant and equipment and investment property. The financial statements were approved by the Board of Directors on 22 February 2010.

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

1. Summary of significant accounting policies (continued)

(b) Accounting for the GPT Group

In accordance with AASB Interpretation 1002 Post-date of Transition Stapling Arrangements, the stapled entity reflects the Consolidated entity. Equity attributable to other stapled entities is a form of minority interest in accordance with AASB Interpretation 1002 and in the Consolidated entity column, represents the contributed equity of GPT Management Holdings Limited (the Company).

As a result of the stapling, investors in GPT will receive payments from each component of the stapled security comprising distributions from the Trust and dividends from the Company.

(c) Principles of consolidation

(i) Controlled entities

The consolidated financial statements comprise the assets and liabilities of all controlled entities and the results of all controlled entities for the financial year. The Trust and its controlled entities are collectively referred to in this financial report as GPT or the Consolidated entity.

Controlled entities are all entities (including special purpose entities) over which GPT has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether GPT controls another entity.

Controlled entities are fully consolidated from the date control commenced and de-consolidated from the date that control ceased.

The purchase method of accounting is used to account for the acquisition of controlled entities by GPT (refer to note 1(d)). All interentity transactions, balances and unrealised gains on transactions between GPT entities have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered.

Non-controlling interests (previously referred as Minority interest) not held by GPT are allocated their share of net profit after income tax expense in the Statement of Comprehensive Income and are presented within equity in the Statement of Financial Position, separately from the Trust’s equity.

(ii) Associates

Associates are entities over which GPT has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for in the Trust’s Statement of Financial Position as financial assets held at fair value through profit and loss and in the Consolidated Statement of Financial Position using the equity method. Under this method, GPT’s share of the associates’ post acquisition net profits after income tax expense is recognised in the Consolidated Statement of Comprehensive Income and its share of post acquisition movements in reserves is recognised in reserves in the Consolidated Statement of Financial Position. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Distributions and dividends received from associates are recognised in the Trust’s Statement of Comprehensive Income while in the consolidated financial statements they reduce the carrying amount of the investment. GPT’s investment in associates includes goodwill (net of any accumulated impairment loss) identified on acquisition (refer note 12).

Where GPT’s share of losses in associates equals or exceeds its interest in the associate, including any other unsecured receivables, GPT does not recognise any further losses, unless it has incurred obligations or made payments on behalf of the associate.

All balances and effects of transactions between each associate and GPT have been eliminated to the extent of GPT’s interest in the associate.

(iii) Joint Ventures

Joint venture operations

GPT has significant co-ownership interests in a number of properties through unincorporated joint ventures. These interests are held directly and jointly as tenants in common. GPT’s proportionate share of revenues, expenses, assets and liabilities in property interests held as tenants in common are included in their respective items of the Consolidated Statement of Financial Position and Statement of Comprehensive Income.

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

1. Summary of significant accounting policies (continued)

(c) Principles of consolidation (continued)

(iii) Joint Ventures (continued)

Joint venture entities

Investments in joint venture entities are accounted for in the Trust’s Statement of Financial Position as financial assets held at fair value through profit and loss.

Investments in joint venture entities are accounted for in the Consolidated Statement of Financial Position using the equity method. Under this method, GPT’s share of the joint ventures’ post acquisition net profits after income tax expense is recognised in the Consolidated Statement of Comprehensive Income and its share of post acquisition movements in reserves including cash flow hedge reserve, is recognised in reserves in the Consolidated Statement of Financial Position. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Distributions and dividends received from joint ventures are recognised in the Trust’s Statement of Comprehensive Income while in the consolidated financial statements they reduce the carrying amount of the investment.

All balances and effects of transactions between joint ventures and GPT have been eliminated to the extent of GPT’s interest in the joint venture.

Where controlled entities, associates or joint ventures adopt accounting policies which differ from the Parent entity, adjustments have been made so as to ensure consistency within the GPT Group.

(d) Accounting for acquisitions and business combinations

The purchase method of accounting is used to account for all acquisitions of assets (including business combinations) regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to the acquisition.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. Transaction costs arising on the issue of equity instruments are recognised directly in equity. The excess of the cost of acquisition over the fair value of GPT’s share of the net identifiable assets acquired represents goodwill (refer note 1(t)(i)). If the cost of acquisition is less than GPT’s share of the fair value of the net assets of the entity acquired, the difference is recognised directly in the Statement of Comprehensive Income, but only after a reassessment of the identification and measurement of net assets acquired.

Where settlement of any part of cash consideration is deferred, the amount payable in the future is discounted to their present value as at the date of exchange. The discount rate used is GPT’s incremental borrowing rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

(e) Foreign currency translation

(i) Functional and presentation currency

Items included in the financial statements of each of the GPT entities are measured using the currency of the primary economic environment in which they operate (‘the functional currency’). The consolidated financial statements are presented in Australian Dollars, which is the Trust’s functional and presentation currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.

(iii) Foreign operations

Non-monetary items that are measured in terms of historical cost are converted using the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences of non-monetary items, such as equities held at fair value through profit or loss, are reported as part of the fair value gain or loss.

Exchange differences arising on monetary items that form part of the net investment in a foreign operation are taken to the profit and loss in the Parent entity and against a foreign currency translation reserve on consolidation.

Where forward foreign exchange contracts are entered into to cover any anticipated excesses of revenue less expenses within foreign joint venture entities, they are converted at the ruling rates of exchange at the reporting period. The resulting foreign exchange gains and losses are taken to the Statement of Comprehensive Income.

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

1. Summary of significant accounting policies (continued)

(f) Income Tax

(i) Trusts

Under current tax legislation, Trusts are not liable for income tax, provided their taxable income and taxable realised gains are fully distributed to securityholders each financial year.

(ii) Company and other taxable entities

Income tax expense/benefit for the financial year is the tax payable/receivable on the current year’s taxable income based on the national income tax rate for each jurisdiction. This is adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

(iii) Tax consolidation – Australia

GPT Management Holdings Limited (the head entity) and its wholly owned Australian controlled entities implemented the tax consolidation legislation as of 1 January 2006. Each member in the tax consolidated group continues to account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand alone taxpayer in its own right. On adoption of the tax consolidation legislation, the entities in the tax consolidated group entered into a tax sharing agreement, which in the opinion of the directors, limits the joint and several liability of the wholly owned entities in the case of a default of the head entity, GPT Management Holdings Limited.

The Company has also entered into a tax funding agreement under which the wholly owned entities fully compensate GPT Management Holdings Limited for any current tax payable assumed and are compensated by GPT Management Holdings Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to GPT Management Holdings Limited under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the financial statements.

Assets and liabilities arising under the tax funding agreement with the tax consolidated entities are recognised as amounts receivables or payables and these amounts are due upon demand from the head entity. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments and the funding amounts are recognised as intercompany receivables or payables. Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly owned tax consolidated entities.

(g) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST (or equivalent tax in overseas locations) except where the GST incurred on purchase of goods and services is not recoverable from the tax authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable. Receivables and payables are stated inclusive of the amount of GST. The net amount of GST receivable from, or payable to, the taxation authority is included with other receivables or payables in the Statement of Financial Position.

Cash flows are presented on a gross basis in the Statement of Cash flows. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the taxation authority are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

1. Summary of significant accounting policies (continued)

(h) Segment reporting

An operating segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different to those of other segments. Each segment is reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available.

Segment revenues, expenses, assets and liabilities are those that are directly attributable to a segment. Segment assets include all assets used by a segment and consist primarily of operating cash, receivables, investment properties, inventory, property, plant and equipment and intangible assets, net of related provisions. Assets used jointly by two or more different segments are allocated based on a reasonable estimate of usage. Segment liabilities consist primarily of trade creditors and accruals. Segment assets and liabilities do not include income taxes.

Operating segments are identified based on the information provided to the chief operating decision makers – being the Chief Executive Officer (CEO) and also with consideration to other factors including the existence of a Portfolio Head/Manager and the level of segment information presented to the Board of Directors.

Operating segments that meet the quantitative criteria prescribed by AASB 8 are reported separately. Information about other business activities and operating segments that are below the quantitative criteria are combined and disclosed in a separate category for “all other segments”.

Change in accounting policy effective in the financial year

The Group has adopted AASB 8 Operating Segments from 1 January 2009. AASB 8 replaced AASB 114 Segment Reporting and requires a ‘management approach’ under which segment information is presented on a similar basis to that used for internal reporting purposes. The Group concluded that the operating segments determined in accordance with AASB 8 are the same as the business segments previously identified under AASB 114. The AASB 8 disclosures are shown in note 2.

(i) Revenue recognition

Rental revenue from operating leases is recognised on a straight line basis over the lease term. An asset is recognised to represent the portion of operating lease revenue in a reporting period relating to fixed increases in operating lease rentals in future periods. These assets are recognised as a component of investment properties. When GPT provides lease incentives to tenants, the costs of the incentives are recognised over the lease term, on a straight line basis, as a reduction of property rent revenue. Contingent rental income is recognised as revenue in the period in which it is earned.

Property and fund management fee revenue is recognised on an accruals basis, in accordance with the terms of the relevant contracts. Revenue from development projects is recognised on settlement of an unconditional contract for sale.

Revenue from dividends and distributions are recognised when they are declared. Interest income is recognised on an accruals basis using the effective interest method.

Gain or loss on disposal of assets is calculated as the difference between the carrying amount of the asset at the date of disposal and the net proceeds from disposal and is included in the Statement of Comprehensive Income in the year of disposal. Where revenue is obtained from the sale of properties or assets, it is recognised when the significant risks and rewards have transferred to the buyer. This will normally take place on exchange of unconditional contracts.

If not received at reporting date, revenue is included in the Statement of Financial Position as a receivable and carried at fair value.

(j) Finance costs

Finance costs include interest, amortisation of discounts or premiums relating to borrowings, amortisation of and ancillary costs incurred in connection with the arrangement of borrowings. Finance costs are expensed as incurred unless they relate to a qualifying asset. A qualifying asset is an asset which generally takes more than 12 months to get ready for its intended use or sale. In these circumstances, financing costs incurred for the construction of a qualifying asset are capitalised to the cost of the asset for the period of time that is required to complete and prepare the asset for its intended use or sale. As all funds are borrowed by GPT, the capitalisation rate used to determine the amount of finance costs capitalised is the weighted average interest applicable to GPT’s outstanding borrowings during the year.

(k) Expenses

Property expenses and outgoings include rates, taxes and other property outgoings incurred in relation to investment properties where such expenses are the responsibility of GPT and are recognised on an accruals basis.

(l) Cash and cash equivalents

Cash and cash equivalents includes cash on hand, at bank and short term money market deposits with original maturities of three months or less. Bank overdrafts are shown within borrowings in current liabilities on the Statement of Financial Position.

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

1. Summary of significant accounting policies (continued)

(m) Receivables

Trade and sundry debtors are recognised at amortised cost, which in the case of GPT, is the original invoice amount less a provision for doubtful debts. Trade debtors are due within thirty days. Collectability of trade debtors is reviewed regularly and bad debts are written off when identified. A specific provision for doubtful debts is made when there is objective evidence that GPT will not be able to collect the amounts due according to the original terms of the receivables. The amount of the impairment loss is the difference between the asset’s carrying amount and the present value of estimated future cash flows.

Other loans and receivables

Loans and receivables are recognised at amortised cost using the effective interest rate method. Under this method, fees, costs, discounts and premiums directly related to the loans and receivables are recognised in the Statement of Comprehensive Income over the expected life of the loans and receivables. All loans and receivables with maturities greater than 12 months after balance date are classified as non-current assets.

(n) Inventory

Inventory is stated at the lower of cost and net realisable value. Hotel merchandise costs are assigned on the basis of weighted average costs and net realisable value is the estimated selling price in the ordinary course of business. A provision is raised when it is believed that the costs incurred will not be recovered on the ultimate sale of the inventory.

Warehoused investment property is investment property which has been acquired for a proposed fund by entities in the GPT Group to ultimately sell to external investors once the final portfolio has been identified and the terms have been agreed. Costs on the warehoused investment property include the costs of acquisition. Gains and losses on the sale of the fund is recognised in the Statement of Comprehensive Income when the significant risks and rewards of the fund or assets/inventory have transferred to external investors.

(o) Non-current assets classified as held for sale and discontinued operations

Non-current assets are classified as held for sale and, except for investment properties, measured at the lower of their carrying amount or fair value less costs to sell. They will also be recovered principally through a sale transaction instead of use. They are not depreciated or amortised. For an asset or disposal group to be classified as held for use, it must be available for immediate use in its present condition and its sale must be highly probable. Investment properties included as non-current assets classified as held for sale are measured at fair value as set out in note 1(p).

An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised at the date of derecognition.

A discontinued operation is a part of GPT’s business that:

it has disposed or has classified as held for sale and that represents a major line of its business or geographical area of operations
is part of a single co-ordinated plan to dispose of such a line of business or area of operations, or
is a subsidiary acquired exclusively with a view to resale.

The results of discontinued operations are presented separately on the face of the Statement of Comprehensive Income and the assets and liabilities are presented separately on the face of the Statement of Financial Position.

100

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

1. Summary of significant accounting policies (continued)

(p) Investment property

(i) Investment properties

Property, including land and buildings, held for long-term rental yields which are not occupied by a GPT entity is classified as investment property. Land held under an operating lease is classified and accounted for as investment property when the definition of investment property is met. As from 1 January 2009, investment property also includes property that is being developed for future use as investment property.

Investment property is initially recorded at cost. Cost comprises the cost of acquisition, additions, refurbishments, redevelopments, finance costs and fees incurred. Land and buildings (including integral plant and equipment) that comprise investment property are not depreciated. The carrying amount of investment property also includes components relating to lease incentives and assets relating to fixed increases in operating lease rentals in future periods.

Subsequent to initial acquisition, investment property is stated at fair value with changes in fair value recorded in the Statement of Comprehensive Income.

Fair value is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If this information is not available, the Group uses an appropriate valuation method which may include discounted cash flow projections and the capitalisation method. Discount rates and capitalisation rates are determined based upon the Trust’s industry knowledge and expertise and where possible, direct comparison to third party rates for similar assets in a comparable location. The fair value reflects, among other things, rental income from current leases and assumptions about rental income from future leases in light of current market conditions. It also reflects any cash outflows (excluding those relating to future capital expenditure) that could be expected in respect of the property.

Fair value measurement on property under development is only applied if the fair value is considered to be reliably measured. In order to evaluate whether the fair value of an investment property under development can be determined reliably, management considers the following factors, among others:

the stage of completion
whether the project/property is standard (typical for the market) or non-standard
the level of reliability of cash inflows after completion
the development risk specific to the property
past experience with similar developments
status of development/construction permits
the provisions of the construction contract.

The Responsible Entity of the Trust reviews the fair value of each investment property every six months, or earlier where the Responsible Entity believes there may be a material change in the carrying value of the property and where the carrying value differs materially from the Responsible Entity’s assessment of fair value, an adjustment to the carrying value is recorded as appropriate. Independent valuations on all investment properties are carried out at least every three years on a rolling basis to ensure that the carrying amount of each investment property does not differ materially from its fair value.

Subsequent expenditure is charged to the investment property only when it is probable that future economic benefits of the expenditure will flow to GPT and the cost can be measured reliably.

Investment property for sale is classified as non-current assets held for sale in accordance with AASB 5 Non-current Assets Held for Sale and Discontinued Operations.

Some property investments are held in joint ownership arrangements (joint venture operations). The proportionate interests in the assets, liabilities, revenues and expenses of a joint venture operation have been incorporated in the financial statements under the appropriate headings (refer to note 1(c)(iii)).

Change in accounting policy effective in the financial year

Investment property now also includes properties that are under construction for future use as investment properties. The change in policy was necessary following changes made to AASB 140 Investment Property as a result of the IASB’s 2008 Improvements Standard. Refer to note 1(q) for further details and the effects of adoption of this amendment.

(ii) Owner Occupied Property

Owner occupied property is property that is held for use by GPT entities for the supply of GPT services. Certain hotel properties are classified and accounted for as investment property in the Trust’s financial statements and classified as owner-occupied property and accounted for as property, plant and equipment in the consolidated financial statements as GPT owns and operates the hotels (refer to note 1(q)).

(iii) Warehoused Investment Property

Investment property which has been acquired for a proposed fund is accounted for as inventory (refer to note 1(n)).

101

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

1. Summary of significant accounting policies (continued)

(q) Property, plant and equipment

In the Consolidated entity, certain owner occupied hotel properties (refer note 1(p)(ii)) are classified as property, plant and equipment and stated at fair value less accumulated depreciation for the buildings. The basis of fair value is the same as outlined in the investment property note 1(p). Any accumulated depreciation at the date of revaluation is eliminated against the carrying amount of the asset and the net amount is restated to the revalued amount of the asset. Increments in the carrying amounts arising from revaluation on hotels are credited to the asset revaluation reserve. To the extent that the increase reverses a decrease previously recognised in the Statement of Comprehensive Income, the increase is first recognised in the Statement of Comprehensive Income. Decreases that reverse previous increases of the same asset are first charged against the asset revaluation reserve to the extent of the remaining reserve attributable to the asset; and all other decrements are recognised in the Statement of Comprehensive Income.

All other property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to its acquisition. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to GPT and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the Statement of Comprehensive Income during the financial period in which they are incurred.

Depreciation and amortisation

Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate their cost or revalued amounts, net of their residual values, over their expected useful lives, as follows:

	Buildings	up to 40 years
	Motor Vehicles	4 – 7 years
	Office fixtures, fittings and operating equipment	5 – 15 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in the Statement of Comprehensive Income. When revalued assets are sold, any amount in the asset revaluation reserve in respect of those assets is transferred to retained earnings.

Change in accounting policy effective in the financial year

From 1 January 2009, property under development for future use as investment property is no longer measured at cost and classified as property, plant and equipment. Instead, property under development is measured at fair value with changes in fair value being recognised in the Statement of Comprehensive Income. As a result of the adoption of this amendment, investment properties under construction have been transferred from property, plant and equipment to investment properties at 1 January 2009 at their carrying amount of $152 million for the Consolidated entity and $116.1 million for the Parent entity. They have subsequently been fair valued at 31 December 2009. All fair value gains or losses in respect of investment property under development have been recognised in the Statement of Comprehensive Income for the financial year ended 31 December 2009.

(r) Leases

Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership. Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Net rental payments, excluding contingent payments, are recognised as an expense in the Statement of Comprehensive Income on a straight line basis over the period of the lease.

(s) Lease incentives

Incentives such as cash, rent free periods, lessee or lessor owned fit outs may be provided to lessees to enter into an operating lease. These incentives are capitalised and amortised on a straight line basis over the term of the lease as a reduction of rental revenue. The carrying amount of the lease incentives is reflected in the fair value of investment properties.

102

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

1. Summary of significant accounting policies (continued)

(t) Intangible assets

(i) Goodwill

Goodwill on acquisition represents the excess of purchase consideration, including incidental expenses associated with the acquisition, over the fair value of GPT’s share of the identifiable net assets of the acquired entity. Goodwill on acquisition of controlled entities is included in intangible assets and goodwill on acquisition of associates/joint ventures is included in investments in associates/joint ventures.

Goodwill is not amortised, instead it is tested for impairment annually, whenever there is an indication that the carrying value may be impaired, and is carried at cost less accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to cash generating units (CGUs) that are expected to benefit from the acquisition. GPT has determined that each operating segment set out in note 2 is a CGU. Impairment is determined by assessing the recoverable amount of the CGU to which the goodwill relates.

Gains and losses on disposal of an entity include the carrying amount of goodwill relating to the entity disposed.

(ii) Other intangible assets

Operating lease rights relating to the resort operation at Lizard Island Resort and property management rights have been assessed to have a maximum useful life of 28 years respectively. They are carried at cost less accumulated amortisation and impaired losses. Amortisation is calculated using the straight line method to allocate the cost of the operating lease rights and property management rights over their useful life.

Intangible assets are tested for impairment annually (refer to note 1(v)).

(u) Other investments

Other investments, excluding investments in controlled entities, are classified as available for sale assets. Unlisted investments are stated at the fair value of GPT’s interest in the underlying assets which approximate fair value. Gains or losses on available-for-sale investments are recognised in the asset revaluation reserve in the Statement of Financial Position until the investment is sold or impaired, at which time the cumulative changes in fair value recognised in the asset revaluation reserve are recognised in the Statement of Comprehensive Income. Investments in controlled entities are held at the lower of cost or recoverable amount.

(v) Impairment

Goodwill, which has an indefinite useful life, is not subject to amortisation and is tested annually for impairment. All other assets, including financial assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Where an indicator of impairment or objective evidence exists, an estimate of the asset’s recoverable amount is made. An impairment loss is recognised in the Statement of Comprehensive Income for the amount by which the asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets.

(w) Financial assets and liabilities

Classification of financial assets and liabilities depends on the purpose for which the assets and liabilities were acquired. GPT’s classification is set out below:

GPT’s classification is set out below:
Financial asset/liability	Classification	Valuation basis
Cash	Fair value throughprofit and loss	Fair value	Refer to note 1(l)
Receivables	Loans and receivables	Amortised cost	Refer to note 1(m)
Derivative assets	Fair value throughprofit and loss	Fair value	Refer to note 1(x)
Other assets Investment in unlisted entities	Available for sale financial assets	Fair value	Refer to note 1(u)
Payables	Financial liabilityat amortised cost	Amortised cost	Refer to note 1(y)
Borrowings	Financial liabilityat amortised cost	Amortised cost	Refer to note 1(aa)
Derivative liabilities	Fair value throughprofit and loss	Fair value	Refer to note 1(x)

Derecognition of financial instruments

Financial assets are recognised on the date the Consolidated or Parent entity commits to purchase or sell the asset and derecognised when GPT no longer controls the contractual rights that comprise the financial instrument which is normally the case when the instrument is sold or all risks and rewards of ownership have transferred to an independent third party.

103

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

1. Summary of significant accounting policies (continued)

(x) Derivatives

GPT uses derivative financial instruments to manage its exposure to fluctuations in interest rates, foreign currency rates and the volatility of financial outcomes that arise as part of normal business operations. GPT’s treasury and risk management policy sets out the policies, limits, monitoring and reporting requirements on the use of financial instruments, including derivatives, to hedge the exposures and these are discussed in detail at note 29.

Derivatives (including those embedded in other contractual arrangements) are initially recognised at fair value on the date the derivative contract is entered into and are subsequently remeasured to their fair value.

GPT is exposed to changes in interest rates and foreign exchange rates and uses interest rate swaps, forward interest rate swaps, options, and forward foreign exchange contracts to hedge these risks. Such derivative financial instruments are carried in the Statement of Financial Position at fair value and classified according to their contractual maturity. Changes in the fair value of any derivative instruments are recognised immediately in the Statement of Comprehensive Income. All derivatives are disclosed as assets when fair value is positive and disclosed as liabilities when fair value is negative.

Gains and losses on maturity or close-out of derivatives are recognised in the Statement of Comprehensive Income.

(y) Payables

Trade payables are unsecured liabilities for goods and services provided to GPT prior to the end of the financial year but which remain unpaid at reporting date. They are recognised at amortised cost, which in the case of GPT, is the fair value of consideration to be paid in the future for the goods and services received.

Loans payable

Loans payable to related parties are recognised at amortised cost using the effective interest rate method. Under this method, fees, costs, discounts and premiums directly related to the loans are recognised in the Statement of Comprehensive Income over the expected life of the borrowings. Interest payable is recognised on an accruals basis. All loans payable with maturities greater than 12 months after reporting date are classified as non-current liabilities.

(z) Provisions

Provisions are recognised when GPT has a present legal, equitable or constructive obligation as a result of past transactions or events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses. Refer to note 1(ad) for provisions for distributions.

(aa) Borrowings

Borrowings are recognised at amortised cost using the effective interest rate method or at their fair value at the time of acquisition in the case of assumed liabilities in a business combination. Under the effective interest rate method, any transaction fees, costs, discounts and premiums directly related to the borrowings are recognised in the Statement of Comprehensive Income over the expected life of the borrowings. All loans and receivables with maturities greater than twelve months after reporting date are classified as non-current liabilities. Refer to note 1(j) on finance costs.

(ab) Employee benefits

(i) Wages, salaries, annual leave and long service leave

Liabilities for wages and salaries (including non monetary benefits) and annual leave are recognised in the provisions for employee benefits and measured at the amounts to be expected to be paid when the liabilities are settled. Liabilities for non-accumulated sick leave are recognised when leave is taken and measured at the rates paid or payable.

The employee benefit liability expected to be settled within 12 months from balance date is recognised in current liabilities. The non-current provision relates to entitlements, including long service leave, which are expected to be payable after twelve months from balance date and are measured as the present value of expected future payments to be made in respect of services provided by employees up to balance date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at balance date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Employee benefit on-costs are recognised and included in employee benefit liabilities and costs when the employee benefits to which they relate are recognised as liabilities.

(ii) Retirement benefit obligations

All employees of GPT are entitled to benefits on retirement, disability or death from the GPT Group Superannuation Plan. The GPT Group Superannuation Plan has a defined contribution section within its plan. The defined contribution section receives fixed contributions and GPT’s legal and constructive obligation is limited to these contributions. The employees of GPT are all members of the defined contribution section of the GPT Group Superannuation Plan.

Contributions to the defined contribution fund are recognised as an expense as they become payable. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

104

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

1. Summary of significant accounting policies (continued)

(ab) Employee benefits (continued)

(iii) Profit sharing and bonus plans

GPT recognises a liability and expense for profit sharing and bonuses based on a formula that takes into consideration the profit attributable to GPT’s securityholders after certain adjustments. A provision is recognised where contractually obliged or where there is a past practice that has created a constructive obligation.

(iv) Share based payments

Information relating to the Employee Incentive Scheme (EIS) is set out in note 24.

Employee Incentive Scheme

Security based compensation benefits are provided to employees via the schemes comprising the Employee Incentive Scheme.

(1) General Scheme

The non-recourse loans, which are used to acquire GPT stapled securities on market, create a synthetic option. The notional fair value of the implied option in respect of the loans is recognised as an employee benefit expense with a corresponding increase in the employee incentive scheme reserve in equity. The fair value at grant date is calculated using the Monte Carlo pricing model and recognised over the period during which the employees become unconditionally entitled to the GPT stapled securities.

(2) Legacy LTI Scheme

A full recourse loan based scheme which has been converted to limited recourse effective 31 December 2008 (the date of conversion). While the loan remained in place, the participant was committed only to the value of the underlying securities. The interest charge on the loans to participants was set at a level to approximate the net distributions receivables. The outstanding loan balance is included in the treasury stock reserve.

(3) GPT Group Stapled Security Rights Plan

Performance rights (rights) are issued to employees under the Stapled Security Rights Plan (“Plan”). Under the Plan, each participating employee will be granted a certain number of rights which will vest into GPT stapled securities at no cost, if all vesting conditions are satisfied.

The fair value of the rights is recognised as an employee benefit expense with a corresponding increase in the employee incentive scheme reserve in equity. Fair value is measured at grant date, recognised over the period during which the employees become unconditionally entitled to the rights and is adjusted to reflect market vesting conditions. Non-market vesting conditions are included in assumptions about the number of rights that are expected to become vested. At each reporting date, GPT revises its estimate of the number of performance rights that are expected to be exercisable and the employee benefit expense recognised each reporting period takes into account the most recent estimate. The impact of the revision to original estimates, if any, is recognised in the Statement of Comprehensive Income with a corresponding adjustment to equity.

Fair value is independently determined using Monte Carlo and Binomial tree pricing models. These models take into account the expected life of the rights, the security price at grant date, expected price volatility of the underlying security, expected distribution yield and the risk free interest rate for the term of the rights.

(ac) Contributed equity

Ordinary units and shares are classified as equity and recognised at the fair value of the consideration received by GPT. Any transaction costs arising on the issue of ordinary securities are recognised directly in equity as a reduction, net of tax, of the proceeds received.

(ad) Distributions and dividends

Distributions and dividends are paid to GPT stapled securityholders each quarter. A provision for distribution or dividend is made for the amount of any distribution or dividend declared on or before the end of the financial year but not distributed at reporting date.

(ae) Earnings per stapled security (EPS)

Basic earnings per stapled security is calculated as net profit attributable to securityholders of GPT divided by the weighted average number of ordinary securities outstanding during the financial year, adjusted for bonus elements in ordinary securities issued during the financial year. Diluted earnings per security is calculated as net profit attributable to securityholders of GPT divided by the weighted average number of ordinary securities and dilutive potential ordinary securities, adjusted for any bonus issue. Where there is no difference between basic earnings per stapled security and diluted earnings per stapled security, the term basic and diluted earnings per stapled security is used.

105

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2009 – THE GPT GROUP

1. Summary of significant accounting policies (continued)

(af) Critical accounting estimates and judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management bases its judgments and estimates on historical experience and other various factors it believes to be reasonable under the circumstances, but which are inherently uncertain and unpredictable, the result of which form the basis of the carrying values of assets and liabilities. The resulting accounting estimates may differ from the actual results under different assumptions and conditions.

The key estimates and assumptions that have a significant risk of causing a material adjustment within the next financial year to the carrying amounts of assets and liabilities recognised in these financial statements are:

(i) Current market conditions

The global market for many types of real estate was severely affected by the volatility in global financial markets over the last 18 months. The lower levels of liquidity and volatility in the banking sector translated into a general weakening of market sentiment towards real estate and the number of real estate transactions reduced significantly.

Fair value of investment property is the price at which the property could be exchanged between knowledgeable, willing parties in an arm’s length transaction. A “willing seller” is not a forced seller prepared to sell at any price. The best evidence of fair value is given by current prices in an active market for similar property in the same location and condition. The availability of liquidity to property trusts has started to increase over the last six months leading to a greater number of real estate transactions taking place in this time. However the volume of sales of property assets, particularly premium assets, is still lower than experienced historically. This means that there is still a shortage of comparable market evidence relating to pricing assumptions and market drivers compared to ‘normal’ levels. This means that some uncertainty remains in regard to valuations and the assumptions applied to valuation inputs. The period of time needed to negotiate a sale in this environment may also be prolonged.

The fair value of investment property accounted has been updated to reflect market conditions at the end of the reporting period. While this represents best estimates as at the balance sheet date the current market uncertainty means that if investment property is sold in future the price achieved may be higher or lower than the most recent valuation.

(ii) Valuation of property investments

Critical judgements are made by GPT in respect of the fair values of investments in associates and joint ventures (note 1(c)), investment properties including investment properties under development (note 1(p)) and hotel properties that are classified as non-current assets held for sale at 31 December 2009 (note 1(q)). The fair value of these investments are reviewed regularly by management with reference to external independent property valuations, recent offers and market conditions existing at reporting date, using generally accepted market practices. The critical assumptions underlying management’s estimates of fair values are those relating to the receipt of contractual rents, expected future market rentals, maintenance requirements, discount rates that reflect current market uncertainties and current and recent property investment prices. If there is any change in these assumptions or regional, national or international economic conditions, the fair value of property investments may differ.

(iii) Valuation of financial instruments

The fair value of derivative assets and liabilities are based on assumptions of future events and involve significant estimates. The basis of valuation for GPT’s derivatives are set out in note 1(x) however the fair values of derivatives reported at 31 December 2009 may differ if there is volatility in market rates, indexes, equity prices or foreign exchange rates in future periods.

(iv) Valuation of indemnities and guarantees included in contracts of sale

Fair value of indemnities and guarantees provided by entities in the GPT Group are estimated based on future events which are reasonably likely, but which may not occur. The critical assumptions underlying management’s estimates of the disclosure and/or recognition of the indemnities and guarantees relate to the likelihood of the whether the guarantee or indemnity will be drawn on. The amount of the liability recognised in the Statement of Financial Position may differ if the assumptions or the market conditions used differ over the time period when the indemnity or guarantee are applicable.

(v) Impairment of loans and receivables

Assets are assessed for impairment each reporting date by evaluating whether any impairment triggers exist. Where impairment triggers exist, management review the allocation of cash flows to those assets and estimate a fair value for the assets. Critical judgements are made by GPT in setting appropriate impairment triggers for its assets and the assumptions used when determining fair values for assets where triggers exist.

(vi) Share based payment transactions

The Group measures the cost of equity settled securities allocated to employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using the Monte Carlo method which includes a number of assumptions. The related assumptions are detailed in note 24. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact, the share based payment expense and equity.

106

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

1. Summary of significant accounting policies (continued)

(ag) Rounding of amounts

The GPT Group is of a kind referred to in the Australian Securities & Investments Commission Class Order 98/0100. Accordingly, amounts in the financial report have been rounded to the nearest tenth of a million dollars in accordance with the Class Order, unless stated otherwise.

(ah) Other Comprehensive Income

Other comprehensive income in the Statement of Comprehensive Income reflects the remeasurements of certain assets or balances as a result of movement s in price or valuation. In the case of GPT, these items will commonly include foreign exchange translation adjustments on foreign subsidiaries, changes in the fair value of available for sale financial assets and in prior years, changes in the fair value of financial instruments in a cash flow hedge. Where the underlying item giving rise to the foreign currency translation adjustments is sold or realised, the foreign currency translation adjustments recognised in other comprehensive income are then recognised again in earnings (or comprehensive income) in the Statement of Comprehensive Income.

107

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

2. Segment reporting

(a) Financial Performance by Segment

The segment information provided to the CEO for the reportable segments (discussed at note 2(e)) for the year ended 31 December 2009 is below. 31 December 2009

31 December 2009
	Retail Office Industrial US Senior Housing Funds Management Australia Al Other Segments Total Continuing Operations Discontinued Operation - Joint Venture Discontinued Operation - Hotels / Tourism Discontinued Operation - Funds Management Europe Total Discontinued Operations Total $M $M $M $M $M $M $M $M $M $M $M $M
Revenue Rent from investment properties Revenue from hotel operations Property and fund management fees Development project revenue Development profits Total segment revenue Other Income Share of after tax profits of investments in associates and joint ventures Interest revenue - associates and other investments Total other income Total segment revenue and other income Segment result before management and other administration costs, depreciation & amortisation expense, finance costs and income tax expense Management and other administration costs Depreciation and amortisation expense Finance costs Income tax (expense) / benefits Segment result for the year Fair value adjustments to investment properties Fair value and other adjustments to investments in associates and joint ventures Revaluation of Hotel Properties Depreciation and amortisation expense - management rights and hotel & tourism Impairment expense - warehouse property investments Impairment expense - loans and receivables Impairment expense - other Fair value movement of derivatives Net foreign exchange gain / (loss) Impairment expense - interest Interest revenue - joint venture investment arrangements Net gain / (loss) on disposal of assets Cost to sell for Non-current assets and liabilities held for sale Development profit - adjustment Non-cash IFRS revenue adjustments Share based payment expense Redundancy costs Tax impact on reconciling items from Segment result to Net profit/(loss) for the year Other Net profit/(loss) for the year*	357.1 104.9 60.2 - - - 522.2 - 16.1 24.8 40.9 563.1 - - - - - - - - 181.4 - 181.4 181.4 13.6 - - - 23.2 - 36.8 - - 26.1 26.1 62.9 3.8 2.6 - - - - 6.4 - - - - 6.4 - - - - - 2.5 2.5 - - - - 2.5
	374.5 107.5 60.2 - 23.2 2.5 567.9 - 197.5 50.9 248.4 816.3 8.4 43.4 - 15.5 89.3 - 156.6 - 1.3 4.4 5.7 162.3 - - - 7.6 - - 7.6 - - 2.9 2.9 10.5
	8.4 43.4 - 23.1 89.3 - 164.2 - 1.3 7.3 8.6 172.8
	382.9 150.9 60.2 23.1 112.5 2.5 732.1 - 198.8 58.2 257.0 989.1
	281.0 123.4 50.6 23.1 112.5 2.5 593.1 - 45.5 52.2 97.7 690.8 (13.1) (2.9) (0.7) (2.5) (13.5) (34.6) (67.3) (1.0) (0.9) (61.5) (63.4) (130.7) - - - - - (2.1) (2.1) - - (1.0) (1.0) (3.1) - - - - - (175.1) (175.1) - 0.3 (9.6) (9.3) (184.4) (1.4) (0.3) - (2.0) (3.4) 3.0 (4.1) - 8.4 (1.1) 7.3 3.2
	266.5 120.2 49.9 18.6 95.6 (206.3) 344.5 (1.0) 53.3 (21.0) 31.3 375.8
	(338.2) (125.1) (69.2) - - - (532.5) - (19.3) - (19.3) (551.8) (23.0) (58.2) - (37.8) (141.9) (11.0) (271.9) - (0.6) (20.2) (20.8) (292.7) - - - - - - - - (49.0) - (49.0) (49.0) (7.1) - - - - - (7.1) - (11.7) (0.2) (11.9) (19.0) - - - - - - - - - (40.6) (40.6) (40.6) - - - - - (11.0) (11.0) (1,092.9) (0.1) (18.3) (1,111.3) (1,122.3) (11.8) - - - - - (11.8) - (5.2) - (5.2) (17.0) - - - - - 463.3 463.3 - - (6.8) (6.8) 456.5 - - - - - 238.6 238.6 - - - - 238.6 - - - - - - - (40.2) - - (40.2) (40.2) - - - - - - - 40.2 - - 40.2 40.2 (2.0) - (1.3) - (58.4) (2.3) (64.0) 137.5 (42.5) (36.8) 58.2 (5.8) - - - - - - - (0.7) (12.0) - (12.7) (12.7) - - - - - (2.5) (2.5) - - - - (2.5) (12.7) (5.6) (0.8) - - - (19.1) - - - - (19.1) - - - - - (3.9) (3.9) - - - - (3.9) - - - - - (2.1) (2.1) (2.1) - - (2.1) (4.2) 0.1 - - - - (3.9) (3.8) 0.4 0.5 2.7 3.6 (0.2) - - - 0.6 - - 0.6 (1.2) - (0.1) (1.3) (0.7)
	(128.2) (68.7) (21.4) (18.6) (104.7) 458.9 117.3 (960.0) (86.6) (141.3) (1,187.9) (1,070.6)

The segment result is based on Realised Operating Income (ROI). ROI is a financial measure that is based on the profit under Australian Accounting Standards adjusted for certain unrealised items, non-cash items, gains or losses on investments or other items the Directors determine to be non-recurring or capital in nature. ROI is not prescribed by any Australian Accounting Standards. The adjustments that reconcile the Segment Result to the net loss for the year may change from time to time, depending on changes in accounting standards and/or the Directors’ assessment of items that are non-recurring or capital in nature. A description of the material adjustments are included in note 2(b) and (c).

108

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

2. Segment reporting (continued)

(a) Financial Performance by Segment (continued)

The segment information provided to the CEO for the reportable segments (discussed at note 2(e)) for the year ended 31 December 2008 is below.

31 December 2008

31 December 2008
	Retail Office Industrial US Senior Housing Funds Management Australia Al Other Segments Total Continuing Operations Discontinued Operation - Joint Venture Discontinued Operation - Hotels / Tourism Discontinued Operation - Funds Management Europe Total Discontinued Operations Total $M $M $M $M $M $M $M $M $M $M $M $M
Revenue Rent from investment properties Revenue from hotel operations Property and fund management fees Proceeds from the sale of warehoused property investments Total segment revenue Other Income Share of after tax profits of investments in associates and joint ventures Dividend from investments Interest revenue - joint venture investment arrangements Total other income Total segment revenue and other income Segment result before development profits, management and other administration costs, depreciation & amortisation expense, finance costs, net realised gains on derivatives and income tax expense Development Profit Management and other administration costs Depreciation and amortisation expense Finance costs Net realised exchange gains on derivatives Net realised gains on property derivative Income tax expense Segment result for the year Fair value adjustments to investment properties Fair value and other adjustments to investments in associates and joint ventures Fair value movement of derivatives Net realised loss on derivatives - adjustments Net foreign exchange loss Impairment expenses Revaluation of Hotel Properties Net profit on disposal of assets Depreciation and amortisation expense - non-corporate offices Non-cash IFRS revenue adjustments Reversal of Development profit adjustments included in Segment result Redundancy costs Impact of external minority interest Tax impact on reconciling items from Segment result to Net profit (loss) for the year Other Net profit/(loss) for the year*	338.8 103.1 60.5 - - - 502.4 - 17.9 39.6 57.5 559.9 - - - - - - - - 209.3 - 209.3 209.3 18.2 4.2 - - 31.7 2.2 56.3 - 0.1 32.1 32.2 88.5 - - - - - - - - - 13.6 13.6 13.6
	357.0 107.3 60.5 - 31.7 2.2 558.7 - 227.3 85.3 312.6 871.3 8.6 43.7 - 7.2 94.9 (2.2) 152.2 (9.8) 2.1 7.0 (0.7) 151.5 - - - - - - - - 0.5 0.4 0.9 0.9 - - - 6.9 - 3.2 10.1 119.6 - 5.5 125.1 135.2

	8.6 43.7 - 14.1 94.9 1.0 162.3 109.8 2.6 12.9 125.3 287.6
	365.6 151.0 60.5 14.1 126.6 3.2 721.0 109.8 229.9 98.2 437.9 1,158.9
	276.5 121.7 51.6 15.5 126.6 3.3 595.2 109.7 53.3 74.7 237.7 832.9 - 31.4 - - - 1.2 32.6 - - - - 32.6 (14.5) (4.2) (0.8) (1.0) (11.5) (34.5) (66.5) (2.5) (1.1) (75.0) (78.6) (145.1) - - - - - (1.8) (1.8) - - (1.4) (1.4) (3.2) - - - - - (240.5) (240.5) - 0.8 (24.1) (23.3) (263.8) - - - - - 6.4 6.4 - - - - 6.4 - - - - - 8.7 8.7 - - - - 8.7 (1.4) (0.4) - (1.9) (6.1) 2.3 (7.5) 1.5 9.3 (3.0) 7.8 0.3
	260.6 148.5 50.8 12.6 109.0 (254.9) 326.6 108.7 62.3 (28.8) 142.2 468.8
	(94.2) 48.8 (36.2) - - - (81.6) - 1.8 - 1.8 (79.8) (4.7) (82.1) - (158.9) (190.0) - (435.7) (347.8) (2.1) (34.2) (384.1) (819.8) - - - - - (839.1) (839.1) - - (15.6) (15.6) (854.7) - - - - - (51.7) (51.7) - - - - (51.7) - - - - - (540.2) (540.2) - - (4.4) (4.4) (544.6) - - (3.7) (3.7) - (31.8) (39.2) (840.7) (13.8) (258.5) (1,113.0) (1,152.2) - - - - - - - - (191.8) - (191.8) (191.8) - - - - - 5.3 5.3 - - - - 5.3 (7.1) - - - - - (7.1) - (13.2) (0.7) (13.9) (21.0) (6.8) (3.6) 2.9 - - - (7.5) - - - - (7.5) - (31.4) - - - 51.1 19.7 - - - - 19.7 - - - - - (9.7) (9.7) - - - - (9.7) - - - - - - - - - (0.7) (0.7) (0.7) - - - - - (12.4) (12.4) - - - - (12.4) - - - (1.4) - - (1.4) - - - - (1.4)
	147.8 80.2 13.8 (151.4) (81.0) (1,683.4) (1,674.0) (1,079.8) (156.8) (342.9) (1,579.5) (3,253.5)

The segment result is based on Realised Operating Income (ROI). ROI is a financial measure that is based on the profit under Australian Accounting Standards adjusted for certain unrealised items, non-cash items, gains or losses on investments or other items the Directors determine to be non-recurring or capital in nature. ROI is not prescribed by any Australian Accounting Standards. The adjustments that reconcile the Segment Result to the net loss for the year may change from time to time, depending on changes in accounting standards and/or the Directors’ assessment of items that are non-recurring or capital in nature. A description of the material adjustments are included in note 2(b) and (c).

109

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

2. Segment reporting (continued)

(b) Reconciliation of Segment Revenue and Result to the Statement of Comprehensive Income – Continuing Operations

31 December 2009

Operations 31 December 2009
Note	Reportable Segment All Other Segment Total Continuing Operations ROI Adjustments Total Statement of Comprehensive Income $M $M $M $M $M
Revenue Rent from investment properties Property and fund management fees Development project revenue Development profits Total segment revenue Less: Non-cash IFRS adjustments 2(c)(i) Other income Share of after tax profits of investments in associates and joint ventures Less: Fair value adjustments to investments in associates and joint ventures 2(c)(ii) Interest revenue - associates and other investments Add: Interest revenue - cash and short term money market securities 2(c)(vii) Less: Fair value adjustments to investment properties Add: Net foreign exchange gain Add: Net gain on fair value of derivatives 2(c)(iii) Total other income Total segment revenue and other income Segment result before management and other administration costs, depreciation & amortisation expense, finance costs and income tax expense Management and other administration costs Add: Shared based payment expense 2(c)(v) Add: Redundancy costs 2(c)(iv) Depreciation and amortisation expense Add: Amortisation expense - intangibles 2(c)(vi) Finance costs Less: Interest revenue included in segments 2(c)(vii) Net (loss) on disposal of assets Income tax (expense) / benefits Add: Tax impact on reconciling items from Segment results to Net profit/(loss) for year Segment result for the year Impairment expense - loans and receivables Impairment expense - other Net profit/(loss) for the year	522.2 - 522.2 - 522.2 36.8 - 36.8 - 36.8 6.4 - 6.4 - 6.4 - 2.5 2.5 - 2.5
	565.4 2.5 567.9 - 567.9 - - - (21.0) (21.0)
	565.4 2.5 567.9 (21.0) 546.9 156.6 - 156.6 - 156.6 - - - (271.9) (271.9) 7.6 - 7.6 - 7.6 - - - 15.7 15.7 - - - (532.5) (532.5) - - - 238.6 238.6 - - - 463.3 463.3
	164.2 - 164.2 (86.8) 77.4
	729.6 2.5 732.1 (107.8) 624.3
	590.6 2.5 593.1 (107.8) 485.3 (32.7) (34.6) (67.3) - (67.3) - - - (3.9) (3.9) - - - (2.1) (2.1) - (2.1) (2.1) - (2.1) - - - (7.1) (7.1) - (175.1) (175.1) - (175.1) - - - (15.7) (15.7) - - - (64.0) (64.0) (7.1) 3.0 (4.1) - (4.1) - - - (3.8) (3.8)
	550.8 (206.3) 344.5 (204.4) 140.1
	- - - (11.0) (11.0) - - - (11.8) (11.8)
	550.8 (206.3) 344.5 (227.2) 117.3

110

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

2. Segment reporting (continued)

(b) Reconciliation of Segment Revenue and Result to the Statement of Comprehensive Income – Continuing

Operations (continued)

31 December 2008

Operations (continued) 31 December 2008
Note	Reportable Segment All Other Segment Total Continuing Operations ROI Adjustments Total Statement of Comprehensive Income $M $M $M $M $M
Revenue Rent from investment properties Property and fund management fees Total segment revenue Add: Development revenue and non-cash IFRS adjustments 2(c)(i) Other income Share of after tax profits of investments in associates and joint ventures Less: Fair value adjustments to investments in associates and joint ventures 2(c)(ii) Interest revenue - joint venture investment arrangements Add: Interest revenue - cash and short term money market securities 2(c)(vii) Less: Fair value adjustments to investment properties Add: Net gain on disposal of assets Total other income Total segment revenue and other income Segment result before development profits, management and other administration costs, depreciation & amortisation expense, finance costs, net realised losses on derivatives and income tax expense Development Profit Less: Development profit recognised in ROI Add: Cost of sales from development projects Management and other administration costs Less: Redundancy costs 2(c)(iv) Depreciation and amortisation expense Less: Amortisation expense 2(c)(vi) Finance costs Add: Interest revenue included in segments Net realised exchange gains on derivatives Net realised gains on property derivatives Less: Net loss on fair vale of derivatives 2(c)(iii) Income tax expense Add: Tax impact on reconciling items from Segment to Net profit/(loss) for the year Segment result for the financial year Net foreign exchange loss Impairment expense Net profit / (loss) for the year	502.4 - 502.4 - 502.4 54.1 2.2 56.3 - 56.3
	556.5 2.2 558.7 - 558.7 - - - 182.6 182.6
	556.5 2.2 558.7 182.6 741.3 154.4 (2.2) 152.2 - 152.2 - - - (435.7) (435.7) 6.9 3.2 10.1 - 10.1 - - - 21.7 21.7 - - - (81.6) (81.6) - - - 5.3 5.3
	161.3 1.0 162.3 (490.3) (328.0)
	717.8 3.2 721.0 (307.7) 413.3
	591.9 3.3 595.2 (309.1) 286.1 31.4 1.2 32.6 - 32.6 - - - (32.6) (32.6) - - - (137.8) (137.8) (32.0) (34.5) (66.5) - (66.5) - - - (9.7) (9.7) - (1.8) (1.8) - (1.8) - - - (7.1) (7.1) - (240.5) (240.5) - (240.5) - - - (21.7) (21.7) - 6.4 6.4 - 6.4 - 8.7 8.7 - 8.7 - - - (890.8) (890.8) (9.8) 2.3 (7.5) - (7.5) - - - (12.4) (12.4)
	581.5 (254.9) 326.6 (1,421.2) (1,094.6)
	- - - (540.2) (540.2) - - - (39.2) (39.2)
	581.5 (254.9) 326.6 (2,000.6) (1,674.0)

111

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2009 – THE GPT GROUP

2. Segment reporting (continued)

(c) Description of adjustments from Segment Result (“ROI”) to Net loss for the year

The CEO assesses the performance of the operating segments on a ROI basis. The material adjustments to the Segment Result to arrive at the net profit/(loss) shown in the financial statements are set out below:

(i) Non-cash IFRS adjustments comprise primarily amounts for straightlining rental revenue and amortising lease incentives (refer to note 1(i) and 1(s) for further details). These are required for IFRS purposes but are non-cash amounts and therefore have been excluded from ROI to better reflect revenue on a cash basis in ROI.
(ii) Fair value and other adjustments to investments in associates and joint ventures comprise the movements in the value of GPT’s investments in joint ventures and associates as required by IFRS (refer to note 1(c)(ii) and (iii)) but do not reflect the cash distributions received from these investments. As such, GPT has excluded these amounts from ROI to better reflect a cash basis in ROI.
(iii) Fair value movement of derivatives comprise mark-to-market movements required by IFRS for valuation purposes (refer to note 1(x)) and are non-cash. Refer to note 10 and 29 for further details. Therefore, GPT has excluded this amount from ROI to better reflect a cash basis in ROI.
(iv) Redundancy costs comprise the redundancy payments for senior executives. For the 2009 financial year, these costs relate to Kieran Pryke and Neil Tobin who departed GPT as a result of the simplification of the business. As these costs are one-off and non-recurring in nature, GPT has excluded this amount from ROI.
(v) Share based payment expense comprises of a notional cost arising from the GPT Employee Incentive Scheme. In October 2009, the General Scheme (refer to note 24(a)(i)) was terminated. As this is a notional cost required by IFRS (refer to note 1(ab) (iv)) GPT has excluded this amount from ROI.
(vi) Amortisation expense is required for IFRS and is a non-cash transaction. GPT has therefore excluded this amount from ROI to better reflect a cash basis in ROI.
(vii) Finance costs are presented net of interest revenue from cash at bank and short term money markets in the Segment Result. This adjustment is required to reconcile to the finance costs shown in the Statement of Comprehensive Income.

The accounting policies used by the Group in reporting segments internally are the same as those in note 1 to the financial statements and in the prior years.

Revenues are derived from a large number of tenants and no single tenant or group under common control contributes more than 10% of the Group’s revenues.

112

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2009 – THE GPT GROUP

2. Segment reporting (continued)

(d) Reconciliation of Segment Assets and Liabilities to the Statement of Financial Position

The amounts provided to the CEO in respect of total assets and total liabilities are:

measured in a manner consistent with that of the financial statements; and
allocated based on the operations of the segment and physical location of the assets.

Given some of the assets and liabilities relate mainly to Corporate activities and have not been allocated to a reportable segment, a reconciliation of the reportable segments’ assets and liabilities to total assets and liabilities for the years ended 31 December 2008 and 31 December 2009 is set out below:

	Retail Office Industrial US Senior Housing Funds Management Australia Al Other Segments Total Continuing Operations Discontinued Operation - Joint Venture Discontinued Operation - Hotels / Tourism Discontinued Operation - Funds Management Europe Total Discontinued Operations Total $M $M $M $M $M $M $M $M $M $M $M $M
31 December 2009 Current Assets Non-Current assets classified as held for sale Other current assets Total Current Assets Non-Current Assets Investment properties Investments in associates and joint ventures Property, plant and equipment Loans and receivables Intangible assets Other non-current assets Total Non-Current Assets Total Assets Non-current liabilities classified as held for sale Other current and non-current liabilities Total Liabilities Net Assets 31 December 2008 Current Assets Inventories Other Current assets Total Current Assets Non-Current Assets Investment properties Investments in associates and joint ventures Property, plant and equipment Loans and receivables Intangible assets Other Non-Current assets Total Non-Current Assets Total Assets Current and Non-Current liabilities Total Liabilities Net Assets	222.0 - - - - - 222.0 - 346.2 67.5 413.7 635.7 - - - - - 113.1 113.1 - - - - 113.1
	222.0 - - - - 113.1 335.1 - 346.2 67.5 413.7 748.8
	4,072.2 1,170.8 780.6 - - - 6,023.6 - - - - 6,023.6 144.9 654.0 - 79.2 1,346.0 12.6 2,236.7 - - - - 2,236.7 - - - - - 21.3 21.3 - - - - 21.3 - - - 73.2 - 14.5 87.7 - - - - 87.7 16.2 - - - - - 16.2 - - - - 16.2 - - - - - 29.1 29.1 - - - - 29.1
	4,233.3 1,824.8 780.6 152.4 1,346.0 77.5 8,414.6 - - - - 8,414.6
	4,455.3 1,824.8 780.6 152.4 1,346.0 190.6 8,749.7 - 346.2 67.5 413.7 9,163.4
	- - - - - - - - 18.4 - 18.4 18.4 - - - - - 2,476.6 2,476.6 - - - - 2,476.6
	- - - - - 2,476.6 2,476.6 - 18.4 - 18.4 2,495.0
	4,455.3 1,824.8 780.6 152.4 1,346.0 (2,286.0) 6,273.1 - 327.8 67.5 395.3 6,668.4
	- - - - - - - - 7.5 446.7 454.2 454.2 - - - - - 1,208.0 1,208.0 - - 47.0 47.0 1,255.0
	- - - - - 1,208.0 1,208.0 - 7.5 493.7 501.2 1,709.2
	4,396.6 1,256.2 818.9 - - - 6,471.7 - 224.4 - 224.4 6,696.1 163.3 712.4 - 109.3 1,688.1 21.7 2,694.8 - 9.2 58.9 68.1 2,762.9 - - - - - 19.8 19.8 - 432.2 - 432.2 452.0 - - - 93.5 - 40.8 134.3 1,159.3 - 14.9 1,174.2 1,308.5 35.2 - - - - - 35.2 - 13.4 - 13.4 48.6 - - - - - 52.5 52.5 - - - - 52.5
	4,595.1 1,968.6 818.9 202.8 1,688.1 134.8 9,408.3 1,159.3 679.2 73.8 1,912.3 11,320.6
	4,595.1 1,968.6 818.9 202.8 1,688.1 1,342.8 10,616.3 1,159.3 686.7 567.5 2,413.5 13,029.8
	- - - - - 5,844.3 5,844.3 - - 373.2 373.2 6,217.5
	- - - - - 5,844.3 5,844.3 - - 373.2 373.2 6,217.5
	4,595.1 1,968.6 818.9 202.8 1,688.1 (4,501.5) 4,772.0 1,159.3 686.7 194.3 2,040.3 6,812.3

113

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

2. Segment reporting (continued)

(e) Identification of Reportable Segments

The Group’s operating segments as described in note 1(h) and which are based on internal reports reviewed by the Chief Executive Officer are:

Officer are:
Segment	Types ofproducts and services whichgenerate segment revenues
Retail	Regional, sub-regional and community shopping centres, Homemaker City (bulky goods) centres, retail re-developments and new retail developments as well as property management of retail assets.
Office	Office space with associated retail space and office developments.
Industrial	Traditional industrial and business park assets with capacity for organic growth through the expansion of vacant land as well as industrial re-developments.
Funds Management – Australia	Asset and funds management of Australian wholesale fund vehicles, investments by the Group in GPT Wholesale ShoppingCentre Fund and GPT Wholesale Office Fund.
US Senior Housing	Investments in a portfolio of established seniors housing assets in the United States of America as well as an interest in the manager of these assets.
All Other Segments	Costs associated with the funds management of General Property Trust, foreign exchange gains and losses,finance costs and companyoperatingcosts.
Discontinued Operation - Joint Venture	Investments in the Babcock & Brown Joint Venture in Europe, the United States of America, New Zealand and Australia. GPT has divested most of its investments in the Joint Venture during 2009 and management intends to exit this segment in the next twelve months.
Discontinued Operation – Hotel / Tourism	Investments in nature-based resorts and hotel assets. GPT has divested all of its resorts, with the exception of the Ayers Rock Resort, as at 31 December 2009. Management intends to exit this segment in the next twelve months.
Discontinued Operation – Funds Management – Europe	Asset and funds management in Europe and investments in various funds through the GPT Halverton and HamburgTrustplatforms upuntil their sale in 2009.

(f) Segment Revenues and Assets by geographic location

GPT now operates predominantly in Australia but also in the United States of America through the US Senior Housing portfolio and, during the 2009 financial year, also operated in Europe.

Revenues from external customers by geographical location along with an analysis of the location of total assets is as follows:

Segment revenues Segment assets 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M	Segment revenues Segment assets 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
Australia 765.4 786.0 8,752.9 9,805.6 Europe 50.9 85.3 67.5 1,480.0 United States of America - - 152.4 401.4
816.3 871.3 8,972.8 11,687.0 Unallocated - - 190.6 1,342.8
Total 816.3 871.3 9,163.4 13,029.8

Location	Products and services by location
Australia	Retail, office, industrial and hotel operations of the main operating entity, General Property Trust and the hotel & tourism business, urban communities as well as the Australian funds management operations of GPT Management Holdings Limited.
Europe	Operations carried out throughout Europe but predominantly in the Czech Republic, Denmark, Finland, France, Germany, Poland, the Netherlands, Sweden and the United Kingdom by the Joint Venture as well as by GPT Halverton, being the European platform of the European funds management operation. With GPT announcing the sale of the European Joint Venture and GPT Halverton during the second half of the year, the segment consists of investments in 2 European property funds and a preferred loan in a residentialportfolio.
United States of America	US Senior housingand upuntil the sale of the Joint Venture in 2009,retail and residential businesses.

114

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

2. Segment reporting (continued)

(g) Share of after tax profits/(losses) from joint ventures and associates – Consolidated entity

GPT invests in joint ventures and associates in all reportable segments except Industrial. The share of after tax profits/(losses) from those joint ventures and associates and the extent to which they have contributed to the overall net profit/(loss) of the Group in the financial year, split between continuing operations and discontinuing operations, is set out below:

(1) Share of after tax profits/(losses) from joint ventures and associates – by reportable segment

	Retail Office Industrial US Senior Housing Funds Management Australia Al Other Segments Total Continuing Operations Discontinued Operation - Joint Venture Discontinued Operation - Hotels / Tourism Discontinued Operation - Funds Management Europe Total Discontinued Operations Total $M $M $M $M $M $M $M $M $M $M $M $M
31 December 2009 Revenue and other income Expenses Profit/(loss) before income tax expense Income tax credit Share of accumulated losses not recognised Share of after tax losses of equity accounted investments 31 December 2008 Revenue and other income Expenses Profit/(loss) before income tax expense Income tax credit Negative net assets not recognised Share of after tax losses of equity accounted investments	11.3 54.3 - 177.0 112.0 (17.6) 337.0 47.1 6.3 14.7 68.1 405.1 25.9 69.1 - 199.3 164.6 - 458.9 187.0 5.9 30.1 223.0 681.9
	(14.6) (14.8) - (22.3) (52.6) (17.6) (121.9) (139.9) 0.4 (15.4) (154.9) (276.8) - - - - - - - (0.3) (0.3) 0.4 (0.2) (0.2)
	(14.6) (14.8) - (22.3) (52.6) (17.6) (121.9) (139.6) 0.7 (15.8) (154.7) (276.6) - - - - - 6.6 6.6 139.6 - - 139.6 146.2
	(14.6) (14.8) - (22.3) (52.6) (11.0) (115.3) - 0.7 (15.8) (15.1) (130.4)
	6.6 53.7 - 199.8 70.7 (2.2) 328.6 246.1 7.1 15.5 268.7 597.3 2.8 92.0 - 351.5 165.8 - 612.1 1,027.9 7.1 42.7 1,077.7 1,689.8
	3.8 (38.3) - (151.7) (95.1) (2.2) (283.5) (781.8) - (27.2) (809.0) (1,092.5) - - - - - - - (3.8) - - (3.8) (3.8)
	3.8 (38.3) - (151.7) (95.1) (2.2) (283.5) (778.0) - (27.2) (805.2) (1,088.7) - - - - - - - 420.3 - - 420.3 420.3
	3.8 (38.3) - (151.7) (95.1) (2.2) (283.5) (357.7) - (27.2) (384.9) (668.4)

(2) Share of after tax profits/(losses) from joint ventures and associates – by geographic location

The analysis below sets out GPT’s share of after tax losses from its associates and joint ventures by the geographic location they operate in:

	Australia Europe United States Total 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
Share of net profits/(losses) of joint venture and associate interests Revenue and other income Expenses Profit before income tax expense Income tax expense / (credit) Share of accumulated losses not recognised Share of net profits / (losses) of joint ventures and associate interests	180.4 147.7 14.4 218.9 210.3 230.7 405.1 597.3 297.1 302.0 30.1 815.8 354.7 572.0 681.9 1,689.8
	(116.7) (154.3) (15.7) (596.9) (144.4) (341.3 (276.8) (1,092.5) (0.7) 0.3 0.4 (4.1) 0.1 - (0.2) (3.8)
	(116.0) (154.6) (16.1) (592.8) (144.5) (341.3) (276.6) (1,088.7) 24.0 10.8 - 286.4 122.2 123.1 146.2 420.3
	(92.0) (143.8) (16.1) (306.4) (22.3) (218.2) (130.4) (668.4)

115

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

2. Segment reporting (continued)

(i) Share of joint venture and associates’ assets and liabilities – Consolidated entity

GPT invests in joint ventures and associates in all reportable segments except Industrial. The underlying assets and liabilities of the joint ventures and associates shown in the Consolidated Statement of Financial Position, split between continuing operations and discontinuing operations, is set out below:

(1) Share of joint venture and associates’ assets and liabilities – by reportable segment

	Retail Office Industrial US Senior Housing Funds Management Australia Al Other Segments Total Continuing Operations Discontinued Operation - Joint Venture Discontinued Operation - Hotels / Tourism Discontinued Operation - Funds Management Europe Total Discontinued Operations Total $M $M $M $M $M $M $M $M $M $M $M $M
31 December 2009 Cash and cash equivalents Other assets Property investments and loans Total Assets Other liabilities Borrowings - The GPT Group - External - Current - External - Non-Current Total Liabilities Net Assets Negative Net Assets not recognised Net Assets after write back 31 December 2008 Cash and cash equivalents Other assets Property investments and loans Total Assets Other liabilities Borrowings - The GPT Group - External - Current - External - Non-Current Total Liabilities Net Assets Negative Net Assets not recognised Net Assets after write back	1.4 1.5 - 19.7 8.7 2.4 33.7 6.0 0.3 2.7 9.0 42.7 0.2 2.6 - 26.9 5.1 19.4 54.2 11.4 2.0 2.6 16.0 70.2 146.3 660.0 - 693.7 1,663.9 30.2 3,194.1 188.2 3.8 135.2 327.2 3,521.3
	147.9 664.1 - 740.3 1,677.7 52.0 3,282.0 205.6 6.1 140.5 352.2 3,634.2 3.0 10.1 - 50.5 51.9 1.9 117.4 31.3 1.2 14.8 47.3 164.7 - - - 69.6 - 21.6 91.2 201.5 - - 201.5 292.7 - - - 1.0 - - 1.0 - - - - 1.0 - - - 540.0 279.8 22.5 842.3 215.5 - 95.1 310.6 1,152.9
	3.0 10.1 - 661.1 331.7 46.0 1,051.9 448.3 1.2 109.9 559.4 1,611.3
	144.9 654.0 - 79.2 1,346.0 6.0 2,230.1 (242.7) 4.9 30.6 (270.2) 2,022.9 - - - - - 6.6 6.6 242.7 - - 242.7 249.3
	144.9 654.0 - 79.2 1,346.0 12.6 2,236.7 - 4.9 30.6 35.5 2,272.2
	1.6 0.9 - 25.3 23.6 1.8 53.2 85.9 3.3 4.0 93.2 146.4 0.2 3.7 - 20.4 3.1 32.9 60.3 179.5 2.3 3.4 185.2 245.5 163.6 718.2 - 825.4 2,024.6 53.6 3,785.4 2,863.4 10.0 185.5 3,058.9 6,844.3
	165.4 722.8 - 871.1 2,051.3 88.3 3,898.9 3,128.8 15.6 192.9 3,337.3 7,236.2 2.1 10.4 - 55.9 76.9 32.7 178.0 278.8 3.8 15.6 298.2 476.2 - - - 88.2 - 16.6 104.8 1,000.0 - - 1,000.0 1,104.8 - - - - - - - 735.9 - - 735.9 735.9 - - - 617.7 286.3 17.3 921.3 1,534.4 2.6 118.4 1,655.4 2,576.7
	2.1 10.4 - 761.8 363.2 66.6 1,204.1 3,549.1 6.4 134.0 3,689.5 4,893.6
	163.3 712.4 - 109.3 1,688.1 21.7 2,694.8 (420.3) 9.2 58.9 (352.2) 2,342.6 - - - - - - - 420.3 - - 420.3 420.3
	163.3 712.4 - 109.3 1,688.1 217 2,694.8 - 9.2 58.9 68.1 2,762.9

116

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

2. Segment reporting (continued)

(i) Share of joint venture and associates’ assets and liabilities – Consolidated entity (continued)

(2) Share of joint ventures and associates’ assets and liabilities – by geographic location

The analysis below sets out, by geographic location, the underlying assets and liabilities of the associates and joint ventures shown in the Consolidated Statement of Financial Position. Key asset and liability categories have been individually presented for further detail.

	Australia Europe United States Total 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
Cash and cash equivalents Other assets Property investments and loans Total Assets Other Liabilities Borrowings - The GPT Group - External - Current - External - Non-Current Total Liabilities Net Assets Negative Net Assets not recognised Net Assets after write back	14.4 31.4 2.7 74.6 25.6 40.4 42.7 146.4 31.8 42.3 2.6 179.5 35.8 23.7 70.2 245.5 2,518.1 2,998.5 135.3 2,642.5 867.9 1,203.3 3,521.3 6,844.3
	2,564.3 3,072.2 140.6 2,896.6 929.3 1,267.4 3,634.2 7,236.2 75.7 130.4 14.9 271.6 74.1 74.2 164.7 476.2 56.2 51.7 - 742.6 236.5 310.5 292.7 1,104.8 - - - 697.6 1.0 38.3 1.0 735.9 302.3 306.2 95.1 1,412.3 755.5 858.2 1,152.9 2,576.7
	434.2 488.3 110.0 3,124.1 1,067.1 1,281.2 1,611.3 4,893.6
	2,130.1 2,583.9 30.6 (227.5) (137.8) (13.8) 2,022.9 2,342.6 32.3 10.8 - 286.4 217.0 123.1 249.3 420.3
	2,162.4 2,594.7 30.6 58.9 79.2 109.3 2,272.2 2,762.9

(j) Other segment disclosures

(j) Other segment disclosures
	Retail	Office	Industrial	US Senior	Funds	Al Other	Total	Discontinued	Discontinued	Discontinued	Total	Total
				Housing	Management	Segments	Continuing	Operation -	Operation -	Operation	Discontinued
					Australia		Operations	Joint Venture	Hotels /	- Funds	Operations
									Tourism	Management
										Europe
	$M	$M	$M	$M	$M	$M	$M	$M	$M	$M	$M	$M
31 December 2009
Acquisition of investment properties	217.9	-	24.5	-	-	-	242.4	-	-	-	-	242.4
Acquisition of property, plant and equipment & intangibles	-	-	-	-	-	15.1	15.1	-	3.8	-	3.8	18.9
31 December 2008
Acquisition of investment properties	29.8	-	131.9	-	-	-	161.7	-	-	-	-	161.7
Acquisition of property, plant and equipment & intangibles	-	-	-	-	-	14.8	14.8	-	22.0	-	22.0	36.8

117

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

3. Distributions paid and payable

3. Distributions paid and payable
	Consolidated entity Parent entity 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
(a) Stapled Securityholders (i) Distributions paid Quarter ended December 2008: 2.1 cents per stapled security paid 27 March 2009 (7.3 cents per stapled security paid 28 March 2008) Quarter ended March 2009: 1.6 cents per stapled security paid 29 May 2009 (7.2 cents per stapled security paid 27 May 2008) Quarter ended June 2009: 0.9 cents per stapled security paid 25 September 2009 (4.2 cents per stapled security paid 26 September 2008) Quarter ended September 2009: 1.0 cents per stapled security paid 27 November 2009 (4.2 cents per stapled security paid 27 November 2008) Total distributions paid (ii) Distributions proposed and not recognised as a liability* Quarter ended December 2009: 1.0 cents per stapled security (2.1 cents per stapled security paid 27 March 2009)	93.8 153.3 93.8 153.3 71.5 154.7 71.5 154.7 83.5 92.4 83.5 92.4 92.8 93.1 92.8 93.1
	341.6 493.5 341.6 493.5 92.8 93.8 92.8 93.8

*The December quarter distribution of 1.0 cents per stapled security is expected to be paid on 26 March 2010. No provision for this distribution has been recognised in the balance sheet at 31 December 2009 as the distribution had not been declared by the end of the financial year.

(b) Exchangeable Securityholders**

(b) Exchangeable Securityholders**
(i) Distributions paid
Period from 27 November 2008
to 27 November 2009 10% per exchangeable secuirty	25.0	-	25.0	-
(ii) Distributions payable
Period from 27 November 2009
to 31 December 2009 10% per exchangeable secuirty	2.5	2.4	2.5	2.4

**Refer to note 19 (b)(ii) for further information on the Exchangable Secuirities.

118

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

4. Earnings per stapled security

4. Earnings per stapled security
	Note	Consolidated entity 31 Dec 09 Cents 31 Dec 08 Cents
(a) Attributable to ordinary securityholders of the Trust Basic and diluted earnings per share - Loss from continuing operations Basic and diluted earnings per share - Loss from discontinued operations Total basic and diluted earnings per share attributable to ordinary secuirtyholders of the Trust (b) Attributable to stapled securityholders of The GPT Group Basic and diluted earnings per share - Loss from continuing operations Basic and diluted earnings per share - Loss from discontinued operations Total basic and diluted earnings per share attributable to stapled secuirtyholders of The GPT Group (c) Reconciliation of earnings used in calcultaing earnings per ordinary/stapled secuirty The earnings and securities used in the calculations of basic and diluted earnings per ordinary/stapled security are a Net Loss from continuing operations attributable to the ordinary securityholders of the Trust Net Loss from discontinued operations attributable to the unitholders of the Trust Less: distribution to the holders of Exchangeable Securities Basic and diluted earnings of the Trust Add: Net Loss from continuing operations attributable to the securityholders of other stapled entities Add: Net Loss from discontinued operations attributable to the securityholders of other stapled entities Basic and diluted earnings of the Company Basic and diluted earnings of the Trust and other entities stapled to the Trust (The GPT Group) Add: Net Loss attributable to non-controlling interest-external Basic and diluted earnings of The Group (d) Weighted average number of ordinary/stapled securities** Weighted average number of ordinary stapled securities used as the denominator in calculating: Basic earnings per ordinary stapled security - Trust and The Group Adjustments for calculation of diluted earnings per share: Performance rights (weighted average basis) Weighted average number of ordinary stapled securities and potential ordinary securities used as the denominator in calcuating diluted earnings per ordinary stapled security:	0.3 (47.6) (13.4) (25.7) (13.1) (73.3) 1.3 (48.0) (16.1) (45.2) (14.8) (93.2) s follows: 31 Dec 09 $M 31 Dec 08 $M 49.1 (1,659.3) (986.1) (897.0) (937.0) (2,556.3) 3(b)(i) (25.0) (2.4) (962.0) (2,558.7) 69.7 (14.0) (201.8) (682.5) (132.1) (696.5) (1,094.1) (3,255.2) (1.5) (0.7) (1,095.6) (3,255.9) No. of securities millions 31 Dec 09 No. of securities millions 31 Dec 08*	0.3 (47.6) (13.4) (25.7)
		(13.1) (73.3)
		1.3 (48.0) (16.1) (45.2)
		(14.8) (93.2)
		49.1 (1,659.3) (986.1) (897.0)
		(937.0) (2,556.3) (25.0) (2.4)
		(962.0) (2,558.7) 69.7 (14.0) (201.8) (682.5)
		(132.1) (696.5) (1,094.1) (3,255.2) (1.5) (0.7)
		(1,095.6) (3,255.9)
		No. of securities millions 31 Dec 09 No. of securities millions 31 Dec 08*
	4(e)	7,306.5 3,493.6 - -
		7,360.5 3,493.6

Prior period weighted average number of securities and EPSs have been adjusted for the bonus factor effect of the securities issued during the year at a price lower than the market value as required by the AASB 133 Earning per Share.

** These securities are not considered as dilutive as the distribution per exchangeable security is higher than the basic EPS per stapled security.

(e) Information concerning the classification of securities

Performance Rights

22,783,839 Performance Rights were granted to certain Senior Executives under the Stapled Security Rights Plan during 2009. Details relating to these Rights are set out in note 24(a)(ii)(2). Only 305,041 Rights have met the vesting conditions and are considered dilutive. As such, only 305,041 Rights have been included in the determination of diluted earnings per security. The remaining 22,478,798 Performance Rights have not been included in the calculation of diluted earnings per security because their vesting conditions are not satisfied for the financial year ended 31 December 2009. These Rights could potentially dilute basic earnings per share in the future. No Performance Rights have been included in the determination of basic earnings per share.

119

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

5. Expenses

5. Expenses
Note	Consolidated entity Parent entity 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
(a) Depreciation and amortisation Depreciation of hotel propoerties 14(a) Depreciation of plant and equipment 14(a) Amortisation of management rights & operating rights 15(a) Amortisation of leasing fees Less: Depreciation and amortisation - Discontinued operations Total depreciation and amortisation (b) Finance costs External entities Interest capitalised Less: Finance costs - Discountinued operations Total finance costs (c) Net loss / (gain) on fair vale of derivatives Interest rate derivatives Foreign currency derivatives Property derivative Less: Net loss on fair value of derivatives - Disconinuted operations Total net loss / (gain) on fair value derivatives*	9.9 11.1 - - 4.1 4.6 - - 8.1 8.1 - - - 0.4 - - (12.9) (15.3) - -
	9.2 8.9 - -
	221.0 305.3 207.5 256.5 (20.6) (18.4) (20.6) (7.1) (9.6) (24.7) - -
	190.8 262.2 186.9 249.4
	(365.0) 706.7 (371.8) 689.5 (91.5) 102.3 (91.5) 102.3 - 83.1 - 83.1 (6.8) (16.4) - -
	(463.3) 875.7 (463.3) 874.9

A capitalisation rate of 7.5% (2008: 8.0%) has been applied when capitalising interest on qualifying assets.

120

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

6. Tax

	Consolidated entity Parent entity 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
(a) Income tax expense Current income tax (benefit)/expense Deferred income tax benefit Income tax benefit in the Statement of Comprehensive Income Income tax (benefit)/expense attributable to: Profit from continuing operations Loss from discontinued operations Aggregate income tax (benefit)/expense Net loss before income tax expense Less: profit attribtued to entities not subject to tax Net loss before income tax expense Prima facie income tax credit at 30% tax rate (31 December 2008: 30%) Tax effect of amounts not deductible (taxable) in calculating income tax (benefit)/expense: Overhead costs Impairment of investment Dividend income Gain on loan forgiveness Controlled foreign company attribution tax Withholding tax Share of after tax (profits)/losses of investments in associates and joint ventures Foreign subsidiary losses not deductible for tax Expenses and losses arising on disposal of foreign assets Income tax (benefit)/expense Deferred tax assets and liabilities are attributable to the following: (b) Deferred tax assets Employee benefits Overhead costs Provisions and accruals Tax losses recognised Other Net deferred tax asset Movement in temporary differences during the financial year Opening balance at beginning of the financial year Credited to the income statement Unutilised tax losses Closing balance at end of the financial year (c) Deferred tax liability Depreciation and amortisation Other Net deferred tax liability Movement in temporary differences during the financial year Opening balance at beginning of the financial year Credited/(charged) to the income statement Closing balance at end of the financial year	(1.0) 17.3 - - (2.0) (5.2) - -
	(3.0) 12.1 - -
	7.9 19.9 - - (10.9) (7.8) - -
	(3.0) 12.1 - - (1,073.6) (3,241.4) (1,400.7) (2,350.2) 935.9 2,553.6 1,400.7 2,350.2
	(137.7) (687.8) - -
	(41.3) (206.3) - - 21.9 58.1 - - 32.7 37.7 - - - (1.4) - - (39.6) - - - 0.9 5.9 - - 1.1 2.7 - - 10.8 104.3 - - 2.7 11.1 - - 7.8 - - -
	(3.0) 12.1 - -
	10.7 12.2 - - 7.9 3.7 - - 1.3 1.3 - - 3.1 - - - 1.5 1.3 - -
	24.5 18.5 - -
	18.5 13.2 - - 2.9 5.3 - - 3.1 - - -
	24.5 18.5 - -
	0.8 - - - 0.2 - - -
	1.0 - - -
	- - - - 1.0 - - -
	1.0 - - -

121

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2009 – THE GPT GROUP

7. Non-current assets held for sale, discontinued operations and other disposals

(a) Details of discontinued operations

At 31 December 2009, there are three discontinued operations: the Hotel / Tourism Portfolio, the Joint Venture and the Funds Management - Europe. The disposals and remaining investments at 31 December 2009, along with their impact on the Statement of Comprehensive Income and Statement of Financial Position for each discontinued operation, is discussed in detail below.

(i) Hotel / Tourism

On 18 July 2008, GPT announced its intention to sell the Hotel/Tourism Portfolio consisting of the Voyages Hotels & Resorts, the Voyages hotel management business and the Four Points by Sheraton Hotel.

During the year ended 31 December 2009, the following hotels and resorts were sold to third parties for a total consideration of $255.3 million:

Cradle Mountain Lodge (13 July 2009)
Silky Oaks Lodge (31 July 2009)
Dunk Island Resort (21 September 2009)
Bedarra Island Resort (21 September 2009)
Lizard Island Resort (13 November 2009)
Heron & Wilson Island Resort (13 November 2009)
Kings Canyon Resort (GPT’s 46% interest) (11 November 2009)
Alice Springs Resort (11 November 2009)
Wrotham Park Lodge (5 November 2009)
Four Points by Sheraton Hotel (22 December 2009)

GPT sold 100% of its ownership interests in the above properties, which were settled on the above dates.

GPT has also entered into sale contracts to sell 100% of the ownership interests in the following two assets with settlement due to complete by the end of first quarter of 2010, providing conditions precedent are met:

EI Questro Resort
Brampton Island Resort

The carrying value for both these Resorts as at 31 December 2009 reflect the contractual selling price less costs to sell.

At the date of this report, the sale process for the Ayers Rock Resort continues to progress.

The carrying value of this Resort as at 31 December 2009 is based on an internal valuation.

Hotel assets included as non-current assets classified as held for sale at 31 December 2009

As a result of the above:

El Questro, Brampton Island Resort and Ayers Rock Resort as property, plant and equipment;
Kings Canyon (Watarrka) Resort Trust, a trust owned 46% by GPT which held the Kings Canyon Resort until the Resort’s sale on 11 November 2009;
161 Sussex Street Pty Limited (40% GPT ownership) and manager of the Four Points Sheraton hotel; and
the Voyages hotel management business

remain unsold as at 31 December 2009 and have been included as non-current assets classified as held for sale in the Statement of Financial Position.

122

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

7. Non-current assets held for sale, discontinued operations and other disposals (continued)

(a) Details of discontinued operations (continued)

(ii) Joint Venture

On 7 May 2009, GPT announced its intention to accelerate its exit from the Group’s Joint Venture with Babcock & Brown and this involved the:

disposal of the European Joint Venture with the disposal of BGP Investment Sarl on 21 August 2009 (refer note (ii)(1) for details); and
disposal of the US retail property assets held in the Babcock & Brown GPT REIT Inc (refer note (ii)(2) for details).

1. Disposal of BGP Investment Sarl

On 31 July 2009, GPT announced its exit of the European component of the Joint Venture with Babcock & Brown by way of an inspecie dividend in BGP Holdings (previously GPT MaltaCo 1 Limited) to GPT Securityholders. BGP Holdings was the vehicle through which the Group held its ordinary equity and preferred capital interest in the European Joint Venture. In the financial statements, BGP Holdings is included in the joint venture investment of BGP Investment Sarl, a Luxembourg based company that indirectly owns the Joint Venture’s European investments.

Inspecie dividend

The inspecie dividend of ordinary shares to GPT Securityholders for €10,000 (AUD $16,000) in BGP Holdings (previously GPT MaltaCo 1 Limited) was made on 12 August 2009. This was equal to the value of the ordinary equity in BGP Holdings. This dividend was paid out of the current year profits of GPT Management Holdings Limited and the value of shares issued to shareholders inspecie represented 94.7% of the total capital, voting and dividend rights of BGP Holdings. GPT Management Holdings Limited will hold the remaining 5.3% of the ordinary equity and also one non-participating and non-voting Class B share in BGP Holdings 2 Limited (formerly GPT MaltaCo2 Limited), a subsidiary of BGP Holdings. Both these investments will be held at zero as the expectation to receive any dividends or capital returns from them is very remote.

The dividend provides GPT stapled securityholders from 12 August 2009 with a beneficial interest in BGP Holdings on a 1 to 1 basis. The beneficial interest will be held through a bare trustee, Trust Company Ltd. BGP Holdings is an unlisted, public limited company incorporated in Malta, which owns GPT’s interest in the European Joint Venture.

The dividend provided GPT with the opportunity to exit the European component of its Joint Venture with Babcock & Brown.

2. Disposal of Babcock & Brown GPT REIT Inc

GPT’s 50% investment in the Babcock & Brown GPT REIT Inc (US REIT) owns retail property assets in the United States of America through B&B Greenfield Holdings LP (Greenfield) and Marelda Retail Holdings LLC (Marelda). At 31 December 2009, GPT’s investment in the US REIT was held at nil. During the current financial year, GPT entered into sale agreements with external parties to sell the retail property assets held in Marelda and Greenfield structures and which also involved the purchasers taking on all existing debt obligations.

Marelda Assets

On 31 December 2009, the US REIT entered into a sale agreement to sell 100% of the shares in the following companies (and their associated companies and properties) for cash consideration of USD$10:

Marelda Retail Holdings LLC;
Babcock&Brown Pinnacle LLC;
Babcock&Brown Promenade LLC; and
Babcock&Brown Tutwiler HD LLC.

As such all assets, mortgage liabilities and all other liabilities will transfer to the purchasers.

The sale is conditional on the lender consents over the US retail property assets being granted, so as to enable the transfer of the mortgages on the retail property assets. Settlement is scheduled to occur within seven days after the final consent is provided, however the sale agreement can be terminated by either the US REIT or the purchaser if the lender consents cannot be achieved.

Once this sale settles, it provides GPT RE Limited and the US REIT (which GPT owns 50%) with an unconditional and irrevocable release from all obligations and liabilities related to the assets owned by the above companies. As at 31 December 2009, the transaction does not qualify as a sale under the Australian Accounting Standards in accordance with note 1(i). As such, the Marelda assets are held within the 50% joint venture, Babcock & Brown GPT REIT Inc (refer to note 12(a)) with a carrying value of nil.

In addition, a put option exists enabling GPT (through the US REIT) to require the purchaser to acquire 100% of the shares in the US REIT for a nominal amount, providing the lender consents have been obtained.

123

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2009 – THE GPT GROUP

Non-current assets held for sale, discontinued operations and other disposals (continued)

(a) Details of discontinued operations (continued)

(ii) Joint Venture (continued)

2. Disposal of Babcock & Brown GPT REIT Inc (continued)

US REIT

On 31 December 2009, the US REIT sold its 50% interest in B&B Greenfield Holdings LP to an external party for a nominal amount. As part of the terms of the sale, the purchaser took on all existing debt obligations and GPT divested itself of all risks relating to ownership of the retail assets. The sale transaction requires lender consents for all properties so as to enable the transfer of the mortgages on the retail property assets to the purchaser. Of the seven retail property assets acquired by the purchaser, four lender consents have been received as at 31 December 2009 and the date of this report.

The terms and conditions of the sale results in GPT having no liability or obligation to contribute to any costs (including capital costs) nor contribute to any further debt funding. At 31 December 2009, the sale is unconditional as GPT holds no voting rights or significant risks and rewards and qualifies as a sale under Australian Accounting Standards in accordance with note 1(i).

Joint Venture investments included as non-current assets classified as held for sale at 31 December 2009

As a result of the above, the following investments detailed in note 12(a) have been included as non-current assets classified as held for sale in the Statement of Financial Position at 31 December 2009:

BGA Real Estate Finance Trust ;
Babcock & Brown GPT REIT Inc;
B&B GPT Alliance 1 LLC;
B&B GPT Alliance 2 LLC; and
B&B GPT Holdings (No.1) LLC.

The loans related to the Joint Venture (refer note 8(i)) continue to be worked through in order to maximise the best commercial outcomes and these loans do not meet the criteria to be classified as held for sale.

Note 22 sets out the details of entities which GPT lost control of during the financial year as a result of the divestments in the Discontinued Operations discussed above.

(iii) Funds Management - Europe

On 6 August 2009, GPT refined its strategic direction announced it was ultimately focusing on Australian assets, with all overseas and non-core investments exited over time. As a result, a significant number of investments within the Funds Management Europe Portfolio have been disposed and settled during the year, including:

GPT Halverton and its wholly owned subsidiaries;
Hamburg Trust;
H20 Portfolio (H20); and
Scandinavian Active Fund (SAF).

In addition, a sale agreement has been entered into to sell the investment in the Dutch Active Fund Propco BV (DAF).

Details of each of the disposals are set out below:

1. GPT Halverton

The European Funds Management platform comprising GPT Halverton and all its wholly owned subsidiaries was sold and settled on 11 December 2009 for a nominal sum. The acquirer purchased 100% of the shares and deferred shares in GPT Halverton along with the business including GPT Halverton’s employees and working capital of approximately €7 million.

Given the acquirer already had an existing management and financial services company, the Group did not dispose of the following four entities: GPT Halverton Financial Services Limited, Halverton Investments Limited and HBI Lux PropCo A Sarl and Woolomooloo Investments B.V (refer to note 22) and are currently preparing these entities for liquidation. As such, GPT has recognised the assets and liabilities of these entities in GPT’s Statement of Financial Position and there were no fair value adjustments or contingencies recognised as liabilities on recognition.

2. Hamburg Trust

On 11 November 2009, GPT sold its 100% ownership interest in Hamburg Trust Alliance Fund (refer to note 9) for a nominal amount, based on the Fund’s valuation of nil as at 31 December 2008.

Hamburg Trust Alliance Fund (Hamburg Trust) also owned an investment in Hamburg Trust Bergedorf Objekt KG Fund (the Fund) (refer to note 9). During the current financial year, Hamburg Trust successfully marketed the Fund to new investors which raised new capital. As a result, new shares were issued in the Fund during the current financial year with a value of €2,207,300 and this had the effect of significantly diluting Hamburg Trust’s ownership interest in the Fund to a negligible amount.

124

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

Non-current assets held for sale, discontinued operations and other disposals (continued)

(a) Details of discontinued operations (continued)

(iii) Funds Management - Europe (continued)

3. H20

On 7 May 2009, GPT sold its 100% ownership interest in the H20 Portfolio (previously warehoused within the GPT Halverton platform) for the carrying value of the debt secured against the portfolio ($231 million as at 31 December 2008) resulting in nil consideration.

4. SAF

On 7 August 2009, the 100% ownership interest in the SAF portfolio (previously warehoused within the GPT Halverton platform) comprising 7 assets located in Sweden was sold for $24.4m. The sale resulted in a nominal gain on sale.

5. DAF

GPT Management Holdings Limited has issued an indemnity to ‘qualifying’ investors in DAF to indemnify them against any resulting tax loss arising from the loss of Dutch REIT status. This indemnity is up to a maximum aggregate liability of €20million over the eight year life of DAF, assuming REIT status is never achieved. GPT was granted until 8 August 2009 by the Dutch tax authorities to rebalance the mix of investors in DAF and have at least 75% of ‘qualifying investors’ to achieve REIT status.

Effective from 8 August 2009, GPT Europe 2 Sarl (a wholly owned entity of GPT) legally sold its 38.04% shareholding in DAF to two ‘qualifying’ investors (the purchasers) for a total consideration of €10 cash. The sale entitles the purchasers to unrestricted legal and beneficial rights of ownership including full voting rights and distributions from DAF.

In addition, GPT Europe 2 Sarl also provided the following to the purchasers:

loans totalling €28 million with interest payable at 8% per annum. These loans are only repayable to GPT Europe 2 Sarl should the DAF shareholding be on-sold to a third party by the purchasers. These loans are in effect a facility to allow simultaneous settlement to occur by the purchasers in the event of any future sale of the DAF shareholding or by way of funding any breach of the Sale & Purchase agreement by GPT Europe 2 Sarl. As at 31 December 2009, the €28 million loan was not drawndown;
an entitlement to 50% of any excess over a set price should the DAF investment be successfully on-sold to a third party and this sale was arranged by the investors.

It is the Director’s expectation that the legal sale of the DAF shareholding to qualifying investors will enable DAF to achieve REIT status and by doing so remove or significantly reduce the amount potentially payable under the indemnity to the other ‘qualifying’ investors in DAF.

The sale transaction is subject to two regulatory consents, one of which is the Dutch tax authority. These are in progress but have not been received at the date of this report. Until these consents are received, the sale remains conditional. Therefore, at 31 December 2009, GPT Europe 2 Sarl continues to recognise a 38.04% investment in DAF for $30.6 million (refer to note 7(e)), as the transaction does not qualify as a sale under Australian Accounting Standards in accordance with note 1(i).

Funds Management Europe investments included as non-current assets classified as held for sale at 31 December 2009

As a result of the above, the following investments have been included as non-current assets classified as held for sale in the Statement of Financial Position at 31 December 2009:

Dutch Active Fund Propco BV (DAF);
investment in German Retail Fund (GRP); and
a loan to Babcock & Brown Residential Operating Partnership LP.

Note 22 sets out the details of entities which GPT lost control of during the financial year as a result of the divestments in the Discontinued Operations discussed above.

125

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

Non-current assets held for sale, discontinued operations and other disposals (continued)

(a) Details of discontinued operations (continued)

(iv) US Senior Housing and Funds Management-Europe Portfolio does not qualify as Discontinued Operations

The US Senior Housing Portfolio is not classified as a discontinued operation at 31 December 2009 as it was not actively marketed and therefore does not qualify in accordance with note 1(o).

(b) Non-Current Assets classified as Held for Sale

In addition to the assets reclassified as held for sale in the Hotel / Tourism and Joint Venture Portfolios as set out above, the following assets are also included as non-current assets classified as held for sale in the Statement of Financial Position as at 31 December 2009:

Investment Properties

Homemaker City Bankstown
Homemaker City Jindalee
Homemaker City Aspley
Homemaker City Fortitude Valley

These assets are non-core to GPT’s strategy and are being actively marketed for sale by GPT at a range of reasonable prices. GPT has received offers, and due diligence has been conducted, for several of the properties. As such, there is an expectation that it is likely these assets will be sold within the next 12 months. These assets are held in the Retail portfolio.

(c) Details of Disposals not related to Discontinued Operations

As part of GPT’s strategy to exit non-core assets, and in addition to the disposals in the discontinued operation portfolios of Hotel / Tourism, Joint Venture and Funds Management-Europe (which are discussed in note 7(a)(i), 7(a)(ii) and 7(a)(iii)), the Group also disposed of the following assets/investments during the year:

of the following assets/investments during	the year:
		Date of Disposal		Ownership Interest	Total Consideration
	Note	(Settlement)	Principal Acitivty	Disposed	$M
Retail Portfolio
Core Assets
Floreat Forum, WA		1 Jul 09	Investment property	100%	100.0
Minor properties attached to		29 May 09	Investment property	100%	0.6
Charlestown Square, NSW
Non-Core Assets
Homemaker City, Cannon Hill, QLD		25 May 09	Investment property	100%	17.3
Homemaker City, Mt Gravatt, QLD		18 Dec 09	Investment property	100%	22.4
Homemaker City, Windsor, QLD		11 Sep 09	Investment property	100%	20.2
Industrial Portfolio
Core Assets
120 Miller Road, Villawood, NSW		21 Jan 09	Investment property	100%	17.5
973 Fairfield Road, Yeerongpilly, QLD		27 Mar 09	Investment property	100%	9.1
91-93 Doherty’s Road, Altona North, VIC		23 Nov 09	Investment property	100%	1.7
Minor parcel of land at Somerton, VIC		21 Aug 09	Investment property	100%	0.1
Funds Management - Australia Portfolio
GPT Wholesale Office Fund	(i)	27 April to 28 April 2009	Associate	3.60%
GPT Wholesale Shopping Centre Fund	(i)	27 April to 30 April 2009	Associate	6.20%

(i) GWOF and GWSCF

On 15 April 2009, GPT announced the sale of its interests in GWOF and GWSCF, which is consistent with GPT’s strategy to vary its holdings in the Funds as a capital management tool but to always maintain a minimum 20% co-investment.

126

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

7. Non-current assets held for sale, discontinued operations and other disposals (continued)

(d) Details of all disposals in the Statement of Comprehensive Income and Statement of Financial Position

The net gain/(loss) on the sale of assets in discontinued operations and in the general course of business during the financial year were:

	Consolidated entity Parent entity 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
Cash considerations (net of transaction costs) Carrying amount of net assets sold Foreign exchange gain realised on disposal Gain / (Loss) on sale before income tax Income tax expense Gain / (Loss) on sale after income tax The carry amounts of assets and liabilities as at the date of disposal were: Cash at bank and at call Trade receivables Inventories Investment properties Investments in associates and joint ventures Property, plant and equipment Intangibles Other assets Total Assets Trade payables and accruals Derivative liabilities External debt Other liabilities Total Liabilities Net Assets	573.9 95.6 252.1 61.1 (740.3) (90.3) (310.5) (59.9) 160.6 - - -
	(5.8) 5.3 (58.4) 1.2 - - - -
	(5.8) 5.3 (58.4) 1.2
	28.8 - - - 8.8 - - - 380.3 - - - 412.1 90.3 110.4 59.9 200.1 - 200.1 - 63.4 - - - 7.4 - - - 0.6 - - -
	1,101.5 90.3 310.5 59.9 30.1 - - - 20.9 - - - 310.2 - - - - - - -
	361.2 - - -
	740.3 90.3 310.5 59.9

127

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

7. Non-current assets held for sale, discontinued operations and other disposals (continued)

(e) Details of Assets and Liabilities of Discontinued Operations and Assets Classified as Held for Sale

The table below sets out the assets and liabilities that continue to be owned by the Group at 31 December 2009 (as discussed in note 7(a) (i), 7(a)(ii), 7(a)(iii) and 7(b)). Note 2(d) shows these assets and liabilities as an aggregate amount on the lines “non-current assets and liabilities held for sale” in the Statement of Financial Position. As such, the table below splits out the major classes comprising those aggregate assets and liabilities.

aggregate assets and liabilities.
Note	Hotels / Tourism Funds Management Europe Joint Venture Retail Total Total 31 Dec 09 $M 31 Dec 09 $M 31 Dec 09 $M 31 Dec 09 $M 31 Dec 09 $M 31 Dec 08 $M
Assets classified as held for sale Cash at bank and at call Loans and receivables Inventories Investment properties - Homemaker City, Aspley, QLD (i), 11(b) - Homemaker City, Bankstown, NSW (ii), 11(b) - Homemaker City, Fortitude Valley, QLD (iii), 11(b) - Homemaker City, Jindalee, QLD (iv), 11(b) Investments in associates and joint ventures Property, plant and equipment Intangible assets Deferred tax assets Other assets Total Assets classified as held for sale 2(d) Liabilities classified as held for sale Trade payables and accruals Provision for employee benefits Other liabilities Total Liabilities classified as held for sale 2(d)	10.7 - - - 10.7 - 13.8 36.9 - - 50.7 - 4.4 - - - 4.4 - - - - 47.0 47.0 - - - - 24.0 24.0 - - - - 102.0 102.0 - - - - 49.0 49.0 - 4.9 30.6 - - 35.5 - 311.2 - - - 311.2 - - - - - - - - - - - - - 1.2 - - - 1.2 -
	346.2 67.5 - 222.0 635.7 -
	16.0 - - - 16.0 - 2.4 - - - 2.4 - - - - - - -
	18.4 - - - 18.4 -

(i) Acquisition date: November 2001. GPT has a 100% ownership interest. Fair value is the value shown above (2008: $56.0 million). Latest independent valuation was 31 December 2009 by CB Richard Ellis Pty Limited.

(ii) Acquisition date: November 2001. GPT has a 100% ownership interest. Fair value is the value shown above (2008: $30.7 million). Latest independent valuation was 31 December 2008 by CB Richard Ellis Pty Limited.

(iii) Acquisition date: December 2001. GPT has a 100% ownership interest. Fair value is the value shown above (2008: $110.5 million). Latest independent valuation was 31 December 2008 by Knight Frank Valuations.

(iv) Acquisition date: November 2001. GPT has a 100% ownership interest. Fair value is the value shown above (2008: $54.0 million). Latest independent valuation was 31 December 2009 by Knight Frank Valuations.

128

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

7. Non-current assets held for sale, discontinued operations and other disposals (continued)

(f) Details of financial performance and cashflow information relating to Discontinued Operations

The table below sets out the financial performance and cash flow information up to the date of disposal and for the financial year ended 31 December 2009 (where the operations/assets or liabilities remain at the end of the year). These results relate to discontinued operations of Hotel / Tourism, Joint Venture and Funds Management-Europe and are shown at note 2(a). Prior year comparatives have been restated and are also included.

been restated and are also included.
Note	Consolidated entity Parent entity 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
Revenue Share of after tax profit /(loss) of investments in associates and joint ventures Expenses Loss before income tax Income tax benefit Loss after income tax of discontinued operations 2(a) Net cash inflow from operating activities Net cash outflow from investing activities Net cash outflow from financing activities Net increase / (decrease) in cash generated by discontinued operations	257.0 438.6 - - (15.1) (384.8) - - (1,440.7) (1,641.1) - -
	(1,198.8) (1,587.3) - -
	10.9 7.8 - -
	(1,187.9) (1,579.5) - -
	29.5 17.5 - - (7.2) (87.1) - - (1.0) (40.0) - -
	21.3 (109.6) - -

129

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2009 – THE GPT GROUP

8. Loans and receivables

8. Loans and receivables
Note	Consolidated entity Parent entity 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
Current Assets Trade receivables Less: Impairment of trade receivables Distributions receivable from associates Distributions receivable from joint venture Interest receivable from joint venture Other debtors Loan to Babcock & Brown Residential Operating Partnership LP (iii) Loans to related parties Total Current loans and receivables	15.1 54.5 0.6 3.0 (0.6) (1.5) (0.1) -
	14.5 53.0 0.5 3.0 22.8 24.9 22.8 24.9 8.7 8.3 8.7 8.3 0.8 94.6 3.3 82.7 13.3 33.7 52.3 53.9 - 47.0 - - - - 55.7 217.0
	60.1 261.5 143.3 389.8

Non-Current Assets

GPT’s investment in joint ventures and associates comprise equity investments (refer note 11 and also the following loans set out below.

Australian dollar denominated loans with associates and joint ventures BGA Real Estate Finance Trust (i) Lend Lease GPT (Rouse Hill) Pty Limited New Zealand dollar denominated loans with associates and joint ventures BGA Real Estate Finance Trust (i) Euro denominated loans with associates and joint ventures BGP Investment SARL (i) US dollar denominated loans with associates and joint ventures Babcock & Brown GPT REIT Inc (i) B&B GPT Holdings (No. 1) LLC (i) Benchmark GPT LLC (ii) B-VII Operations Holding Co LLC (ii) Benchmark Assisted Living LLC (ii) Loans to employees (v) Loan to German Retail Fundco SARL (vi) Loan to Voyages Hotels & Resorts Pty Limited (iv) Total Non-Current loans and receivables	- 23.8 - - 14.5 34.1 - -
	14.5 57.9 - - - 24.4 - - - 912.5 - 912.5 - 169.0 - - - 29.6 - - 70.9 90.6 - - 1.6 2.0 - - 0.7 0.9 - -
	73.2 292.1 - - - 6.7 - - - 14.9 11.8 14.9 - - - 20.1
	87.7 1,308.5 11.8 947.5

(i) This is the preferred capital provided to entities in the Babcock & Brown joint venture as part of the funding of the joint venture arrangement (refer to note 12(a)(i)). These loans were impaired to nil during the year ended 31 December 2009 (2008: USD $139.6 million, Euro €458.8 million, NZ $29.6 million and AUD $23.8 million).

(ii) These are loans provided to the Benchmark entities as part of the funding of the Benchmark joint venture arrangement. The interest on the loans is paid monthly at 9% for Benchmark GPT LLC and B-VII Operations Holding Co LLC, paid quarterly at 8% for Benchmark Assisted Living LLC.

(iii) This US dollar preferred capital of USD $52.5 million (AUD $68.1 million) has been provided for a portfolio of 22 residential properties and apartments. GPT is entitled to an 8% return. During the year ended 31 December 2009, the loan has been impaired by USD $35.5 million (AUD $49.2 million) (2008: USD $17.0 million, AUD $21.1 million) to USD$17.0 million (AUD $18.9 million). As at 31 December 2009, this loan has been classified as “non-current assets held for sale” (refer to note 7(e)).

(iv) These loans were provided for working capital purposes and with the sale of a number of resorts, the loans were impaired to nil during the year ended 31 December 2009. (v) Loans to employees have been classified as Treasury Stock Reserve (refer to note 20(c)).

(vi) This loan is GPT’s 7.3% investment in German Retail Partnership Fund for Euro €9.2million (Dec 2008: Euro €8.2million). GPT is entitled to a 5.38% return, which is equivalent to the distributions paid by the Fund. As at 31 December 2009, this loan has been classified as “non-current assets held for sale” (refer to note 7(e).

130

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

9. Inventories

9. Inventories
Note	Consolidated entity Parent entity 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
Hotel merchandise: (i) General supplies - at cost Food and beverage - at cost Retail - at cost Other - at cost Warehoused property investments: Scandinavian Active Fund (ii) H20 Fund (ii) Hamburg Trust Alliance Fund (ii) Hamburg Trust Bergedorf Objekt KG Fund (ii) Total inventories	- 1.1 - - - 2.3 - - - 3.8 - - - 0.3 - - - 64.3 - - - 259.9 - - - 116.0 - - - 6.5 - -
	- 454.2 - -

(i) Hotel merchandise of $4.4 million have been included as non-current assets classified as held for sale (refer to note 7(e)).

(ii) All warehoused property investments have been disposed of during the year ended 31 December 2009 (refer to note 7(a)(iii)).

10. Derivative financial instruments

Current Assets Interest Rate Swaps Foreign Currency Swaps Total Current derivative Assets Non-Current Assets Interest Rate Swaps Interest Rate Swaps Total Non-Current derivative Assets Current Liabilities Interest Rate Swaps Interest Rate Options Total Current derivative Liabilities Non-Current Liabilities Interest Rate Swaps Interest Rate Options Foreign Currency Swaps Total Non-Current derivative Liabilities	- 12.2 - 12.2 - 4.3 - 4.3
	- 16.5 - 16.5
	4.4 26.6 4.4 26.6 - 4.7 - 4.7
	4.4 31.3 4.4 31.3
	0.4 18.8 0.4 2.3 1.1 21.9 1.1 21.9
	1.5 40.7 1.5 24.2
	62.7 423.5 62.7 423.5 35.8 300.2 35.8 300.2 - 119.7 - 119.7
	98.5 843.4 98.5 843.4

During the 2009 financial year, GPT completed the unwinding of foreign interest rate and foreign currency derivatives as they were excess to requirements as a result of the Group’s exit from the majority of its offshore assets. Refer to note 29 for further details on GPT’s financial risk management of derivative financial instruments.

131

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

11. Investment properties

		Consolidated entity	Consolidated entity	Parent	entity
		31 Dec 09	31 Dec 08	31 Dec 09	31 Dec 08
	Note	$M	$M	$M	$M
Retail	11(b)	4,072.2	4,396.6	2,847.5	2,771.9
Office	11(c)	1,170.8	1,256.2	718.1	748.7
Industrial	11(d)	658.0	666.9	394.3	392.0
Hotel/Tourism	11(e)	-	224.4	-	-
Properties under development	11(f)	122.6	152.0	87.3	116.1
Total investmentproperties		6,023.6	6,696.1	4,047.2	4,028.7

(a) Reconciliation

(a) Reconciliation	(a) Reconciliation	(a) Reconciliation	(a) Reconciliation	(a) Reconciliation
A reconciliation of the carrying amount of investment properties at the beginning and end of the financial year is as follows:
		$M	$M	$M	$M
Carrying amount at start of the year		6,696.1	6,500.1	4,028.7	3,779.3
Additions - operationg capex		29.4	57.7	5.9	38.2
Additions - interest capitalised		20.4	6.5	19.5	6.5
Additions - development capex		224.1	131.7	218.6	206.9
Acquisitions		242.4	161.7	223.7	-
Transfer to non-current assets classified as held for sale	7(e)	(222.0)	-	-	-
Lease incentives		6.3	12.2	4.8	5.9
Amortisation of lease incentives		(21.2)	(17.2)	(9.0)	(7.5)
Disposals		(401.1)	(77.7)	(112.0)	(56.4)
Net losses from fair value adjustments		(551.8)	(79.8)	(332.4)	55.1
Leasingcosts		1.0	0.9	(0.6)	0.7
Carrying amount at end of theyear		6,023.6	6,696.1	4,047.2	4,028.7

Details of GPT’s Investment Properties

(b) Retail

(b) Retail
	Ownership	Acquisition Date	Fair Value	Fair Value	Latest	Valuer
	Interest(1)		31 Dec 09	31 Dec 08	Independent
					Valuation
	%		$M	$M	Date
Casuarina Square, NT	100.0	Oct 1973	433.4	431.6	Aug 2008	Knight Frank Valuations
Charlestown Square, NSW	100.0	Dec 1977	642.2	531.8	Mar 2009	Knight Frank Valuations
Pacific Highway, Charlestown, NSW	100.0	Oct 2002 / Jul 2003	12.0	15.2	Mar 2009	Knight Frank Valuations
Dandenong Plaza, VIC	100.0	Dec 1993 / Dec 1999	201.0	236.2	Oct 2009	CB Richard Ellis Pty Limited
Erina Fair, NSW(2)	33.3	Jun 1992	250.3	281.8	Oct 2009	CB Richard Ellis Pty Limited
Highpoint Shopping Centre, VIC(11)	16.7	Aug 2009	200.0	-	-	-
Homemaker City, Maribyrnong, VIC(11)	16.7	Aug 2009	8.8	-	-	-
Floreat Forum, WA(3)	-	Jul 1996	-	112.0	Dec 2008	CB Richard Ellis Pty Limited
Westfield Penrith, NSW	50.0	Jun 1971	493.6	513.7	Sep 2009	CB Richard Ellis Pty Limited
Sunshine Plaza, QLD	50.0	Dec 1992 / Sep 2004	310.2	335.9	Sep 2009	CB Richard Ellis Pty Limited
Plaza Parade, QLD	50.0	Jun 1999	10.0	13.6	Sep 2009	CB Richard Ellis Pty Limited
Westfield Woden, ACT	* 50.0	Feb 1986	286.0	300.0	Mar 2009	CB Richard Ellis PtyLimited
Total Parent entity			2,847.5	2,771.9
Homemaker City, Aspley, QLD(9)	100.0	Nov 2001	-	56.0	Dec 2009	CB Richard Ellis Pty Limited
Homemaker City, Bankstown, NSW(9)	100.0	Nov 2001	-	30.7	Dec 2008	CB Richard Ellis Pty Limited
Homemaker City, Cannon Hill, QLD(4)	-	Nov 2001	-	17.5	Mar 2008	CB Richard Ellis Pty Limited
Homemaker City, Fortitude Valley, QLD(9)	100.0	Dec 2001	-	110.5	Dec 2008	CB Richard Ellis Pty Limited
Homemaker City, Jindalee, QLD(9)	100.0	Nov 2001	-	54.0	Dec 2009	Knight Frank Valuations
Homemaker City, Mt Gravatt, QLD(4)	-	Nov 2001	-	22.6	Mar 2008	Knight Frank Valuations
Homemaker City, Windsor, QLD(4)	-	Nov 2001	-	21.0	Mar 2008	CB Richard Ellis Pty Limited
Rouse Hill Town Centre	100.0	Dec 2005	475.0	519.8	Dec 2009	CB Richard Ellis Pty Limited
Newcastle CBD, NSW	100.0	Jun 2007	47.0	66.5	Dec 2008	Knight Frank Valuations
Melbourne Central, VIC - retailportion(5)	100.0	May1999 / May2001	702.7	726.1	Jun 2009	Colliers International
Total Consolidated entity			4,072.2	4,396.6

132

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

11. Investment properties (continued)

Details of GPT’s Investment Properties (continued)

(c) Office

	Ownership	Acquisition Date	Fair Value	Fair Value	Latest	Valuer
	Interest(1)		31 Dec 09	31 Dec 08	Independent
					Valuation
	%		$M	$M	Date
Australia Square, Sydney, NSW	50.0	Sep 1981	269.1	290.1	Mar 2009	CB Richard Ellis Pty Limited
MLC Centre, Sydney, NSW	50.0	Apr 1987	379.5	410.1	Mar 2009	Knight Frank Valuations
One One One Eagle Street, Brisbane(6)	33.3	Apr 1984	69.5	48.5	Dec 2009	Knight Frank Valuations
Total Parent entity			718.1	748.7
Melbourne Central, VIC - office portion(5)	100.0	May 1999 / May 2001	338.7	380.0	Jun 2009	Colliers International
818 Bourke St, Victoria Harbour, VIC	100.0	Jun 2006	114.0	127.5	Dec 2009	CB Richard Ellis PtyLimited
Total Consolidated entity			1,170.8	1,256.2
(d) Industrial
2-4 Harvey Road, Kings Park, NSW	100.0	May 1999	44.0	46.0	Jun 2008	Colliers Pty Limited
Citi-West Industrial Estate, Altona North, VIC	100.0	Aug 1994	68.5	68.9	Mar 2009	Jones Lang LaSalle
Quad 1, Sydney Olympic Park, NSW	* 100.0	Jun 2001	18.8	20.5	Jun 2007	CB Richard Ellis Pty Limited
Quad 2, Sydney Olympic Park, NSW	* 100.0	Dec 2001	20.0	21.7	Jun 2007	CB Richard Ellis Pty Limited
Quad 3, Sydney Olympic Park, NSW	* 100.0	Mar 2003	20.2	21.9	Dec 2009	Jones Lang LaSalle
Quad 4, Sydney Olympic Park, NSW	* 100.0	Jun 2004	32.4	32.7	Dec 2009	Jones Lang LaSalle
8 Herb Elliott, Sydney Olympic Park, NSW	* 100.0	Aug 2004	8.3	8.6	Jun 2007	CB Richard Ellis Pty Limited
5 Figtree Drive, Sydney Olympic Park, NSW	* 100.0	Jul 2005	18.6	19.2	Jun 2008	Colliers Pty Limited
7 Figtree Drive, Sydney Olympic Park, NSW	* 100.0	Jul 2004	10.0	10.5	Jun 2007	CB Richard Ellis Pty Limited
7 Parkview Drive, Sydney Olympic Park, NSW	*100.0	May 2002	17.0	20.5	Dec 2009	Jones Lang LaSalle
Rosehill Business Park, Camellia, NSW	100.0	May 1998	64.0	71.4	Sep 2009	CB Richard Ellis Pty Limited
15 Berry Street, Granville, NSW	100.0	Nov 2000	12.0	14.0	Sep 2009	CB Richard Ellis Pty Limited
19 Berry Street, Granville, NSW	100.0	Dec 2000	24.5	26.6	Sep 2009	CB Richard Ellis Pty Limited
973 Fairfield Road, Yeerongpilly, QLD(7)	-	Dec 2005	-	9.5	Dec 2008	Jones Lang LaSalle
Erskine Park, NSW (Stage 1)	100.0	Jun 2006	36.0	-	Jun 2009	Knight Frank Valuations
Total Parent entity			394.3	392.0
Austrak Business Park, Somerton, VIC	50.0	Oct 2003	139.7	141.4	Oct 2009	Jones Lang LaSalle
134-140 Fairbaim Road, Sunshine West, VIC	100.0	Mar 2006	13.0	13.6	Dec 2008	Jones Lang LaSalle
116 Holt Street, Pinkenba, QLD	100.0	Mar 2006	15.2	15.2	Dec 2008	Jones Lang LaSalle
4 Holker Street, Silverwater, NSW	100.0	Mar 2006	30.0	32.6	Dec 2008	Jones Lang LaSalle
120 Miller Road, Villawood, NSW(7)	-	Apr 2006	-	17.7	Dec 2008	Jones Lang LaSalle
372-374 Victoria Street, Wetherill Park, NSW	100.0	Jul 2006	18.0	21.5	Jun 2009	Knight Frank Valuations
18-24 Abbott Raod, Seven Hills, NSW	100.0	Oct 2006	13.5	13.5	Dec 2008	Jones Lang LaSalle
Lots 42 & 44 Ocean Steamers Drive, Port Adelaide, SA	50.0	Jul 2006	7.0	7.9	Jun 2009	Colliers International
407 Pembroke Road, Minto, NSW	50.0	Oct 2008	27.3	11.5	-	-
Total Consolidated entity			658.0	666.9
(e) Hotel & Tourism
Four Points by Sheraton Hotel, Sydney, NSW	-	May 2000	-	232.8	Mar 2008	CB Richard Ellis Pty Limited
Less: Securitydeposit held byGPT			-	(8.4)
Total Consolidated entity(8)			-	224.4

133

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

11. Investment properties (continued)

Details of GPT’s Investment Properties (continued)

(f) Properties under development

(f) Properties under development
	Ownership	Acquisition Date	Fair Value	Fair Value	Latest	Valuer
	Interest(1)		31 Dec 09	31 Dec 08	Independent
					Valuation
	%		$M	$M	Date
17 Berry Street, Granville, NSW(10)	100.0	Sep 2009	5.8	-	-	-
Erskine Park, NSW	100.0	Jun 2006	81.5	116.1	Jun 2009	Knight Frank Valuations
Total Parent entity			87.3	116.1
407 Pembroke Road, Minto, NSW	100.0	Oct 2008	7.1	4.3	-	-
21 Talavera Road, Macquarie Park, NSW	100.0	Jun 2006	12.2	16.0	Jun 2009	Jones Lang LaSalle
Austrak Business Park, Somerton, VIC	50.0	Oct 2003	16.0	15.6	Oct 2009	Jones LangLaSalle
Total Consolidated entity			122.6	152.0

(1) Freehold, unless otherwise marked a * which denotes leasehold.

(2) Erina Fair is 33.3% directly owned by the Trust. A further 16.7% is owned through a 50% share of Erina Property Trust, a joint venture with APPF (refer note 12 (a)(i)).

(3) Floreat Forum property was sold on 1 July 2009 with a consideration of $100 million (refer to note 7(c)).

(4) Homemaker City Cannon HIll, Mt Gravatt and Windsor in QLD were sold for a total consideration of $59.9 million (refer to note 7(c)).
(5) Melbourne Central: 67.5% Retail and 32.5% Office (December 2008: 65.5% Retail and 34.4% Office).

(6) Currently under development. An external valuation (“as if complete”) was obtained at 31 December 2009 of $650 million and the capitalisation rate used was 6.75%. From this, an internal “as is” valuation was calculated to arrive at the fair value of One One One Eagle Street.

(7) 120 Miller Road, Villawood and 973 Fairfield Road, Yeerongpilly were sold on 12 January 2009 and 27 March 2009 for a consideration of $17.5 million and $9.1 million respectively (refer to note 7(c)).

(8) Four Points by Sheraton Hotel was sold on 22 December 2009 for a consideration of $184.5 million (refer to note 7(a)(i)).

(9) These investment properties were transferred to non-current assets held for sale in 2009 (refer to note 7(b) and 7(e)).

(10) 17 Berry Street, Granville was acquired on 22 September for $5.8 million including transaction costs.

(11) GPT purchased 16.67% of Highpoint Shopping Centre and the adjacent Homemaker City Maribyrnong for $205.8 million (excluding transaction costs).

Investment properties held in associates and joint ventures are set out in note 12.

(g) Key assumptions

The key assumptions (on the basis of weighted averages) used in the valuations of investment properties as at 31 December are below:

	Consolidated entity	Consolidated entity
	31 Dec 09	31 Dec 08
	$M	$M
Retail portfolio -
Weighted average Cap Rate (%)(1)	6.3%	6.0%
Total Portfolio Retail Occupancy Rate (%)(1)	99.6%	99.5%
Total Portfolio Specialty MAT ($psm)(2)	9,114	8,838
Total Portfolio Specialty Occupancy Cost (%)(2)	16.8%	16.6%
Office portfolio -
Weighted average Cap Rate (%)(3)	7.3%	6.6%
Total Portfolio Occupancy Rate (%)(3)	95.6%	99.0%
Weighted Average Lease Term by Area (Years)(3)	5.2	5.2
Industrial portfolio -
Weighted average Cap Rate (%)	8.4%	7.9%
Total Portfolio Occupancy Rate (%)	96.5%	100.0%
Weighted Average Lease Term by Income (Years)	7.2	7.2

(1) Includes GPT’s interest in GPT Wholesale Shopping Centre Fund and excludes Homemaker Portfolio

(2) Includes GPT Wholesale Shopping Centre Fund centres and excludes Homemaker Portfolio

(3) Includes GPT’s interest in GPT Wholesale Office Fund. Occupancy represents committed space.

134

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

11. Investment properties (continued)

Details of GPT’s Investment Properties (continued)

(h) Operating lease receivables

The investment properties are leased to tenants under long term operating leases with rentals payable monthly. Minimum lease payments receivable under non-cancellable operating leases of investment properties are as follows:

	Consolidated entity Parent entity 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
Due within one year Due between one and five years Due after five years	501.1 529.8 258.5 256.1 1,423.6 1,240.0 694.8 630.3 859.8 639.4 400.8 275.4
	2,784.5 2,409.2 1,354.1 1,161.8

135

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2009 – THE GPT GROUP

12. Investments in associates and joint ventures

12. Investments in associates and joint ventures
Note	Consolidated entity Parent entity 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
Investments in joint ventures (a)(i) Investments in associates (a)(ii) Total investments in associates and joint ventures	877.8 994.9 798.8 877.1 1,358.9 1,768.0 1,346.0 1,688.1
	2,236.7 2,762.9 2,144.8 2,565.2

(a) Details of GPT’s Joint Ventures and Associates

(a) Details of GPT’s Joint Ventures and Associates
Name Principal Activity	Ownership Interest 31 Dec 09 % 31 Dec 08 % 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
(i) Joint Ventures Entities incorporated in Australia 1 Farrer Place Trust(1) Investment property 2 Park Street Trust(1) Investment property DPT Operator Pty Limited(1) Managing property Erina Property Trust(1) Investment property Horton Trust(1) Investment property BGA Real Estate Finance Trust(3) Mezzanine loan Lend Lease GPT (Rouse Hill) Pty Limited(1) Property development Entities incorporated in the United States Babcock & Brown GPT REIT Inc(3) Property investment B&B GPT Alliance 1 LLC(3) Property investment B&B GPT Alliance 2 LLC(3) Mezzanine loan Benchmark GPT LLC(2) Property investment B-VII Operations Holding Co LLC(2) Property investment B&B GPT Holdings (No. 1) LLC(3) Mezzanine loan Entities incorporated in Luxembourg BGP Investment SARL(4) Property investment Total investment injoint ventures	50.00 50.00 309.4 339.7 309.4 340.7 50.00 50.00 344.5 372.6 344.5 372.6 50.00 50.00 0.1 0.1 - - 50.00 50.00 123.8 140.5 123.8 141.0 50.00 50.00 21.1 22.8 21.1 22.8 50.00 50.00 - - - - 50.00 50.00 - 10.3 - - 50.00 50.00 - - - - 50.00 50.00 - - - - 50.00 50.00 - - - - 95.00 95.00 76.3 96.3 - - 95.00 95.00 2.6 12.6 - - 50.00 50.00 - - - - - 50.00 - - - -
	877.8 994.9 798.8 877.1
(ii) Associates Entities incorporated in Australia 161 Sussex St Pty Limited(6) Property investment GPT Wholesale Office Fund(1) (7) Property investment GPT Wholesale Shopping Centre Fund(1) (7) Property investment Kings Canyon (Watarrka) Resort Trust(1) (6) Investment property Lend Lease (Twin Waters) Pty Limited(1) Property development Entities incorporated in the United States Benchmark Assisted Living LLC(2) Property management Entities incorporated in The Netherlands Dutch Active Fund Propco BV(5) Investment property Total investment in associates	40.00 40.00 - 4.3 - - 34.13 38.01 753.3 953.0 753.3 953.0 33.46 39.70 592.7 735.1 592.7 735.1 46.00 46.00 - 4.9 - - 49.00 49.00 12.6 11.4 - - 20.00 20.00 0.3 0.4 - - 38.04 38.04 - 58.9 - -
	1,358.9 1,768.0 1,346.0 1,688.1

(1) The entity has a 30 June balance date.

(2) GPT has a 95% economic interest in Benchmark GPT LLC and B-VII Operations Holding Co LLC, entities which both own seniors housing assets and a 20% interest in the manager of the portfolio, Benchmark Assisted Living LLC. GPT has equal representation and voting rights on the Board of Benchmark GPT LLC and B-VII Operations Holding Co LLC with all major decisions regarding the joint venture requiring unanimous approval from both parties, resulting in joint control with BE Capital LLC. Accordingly, Benchmark GPT LLC and B-VII Operations Holding Co LLC have been accounted for as a joint venture. Funding of the joint venture is by way of both ordinary equity and loans (refer to note 8).

(3) The entities are within the joint venture arrangement with Babcock & Brown Limited. These investments have been included as non-current assets classified as held for sale (refer to note 7(e)).

(4) The investment in BGP Investment Sarl has been disposed during the year ended 31 December 2009 (refer to note 7(a)(ii)(1)).

(5) The investment in Dutch Active Fund Propco BV has been included as non-current assets classified as held for sale (refer to note 7(e)).

(6) Investments in 161 Sussex St Pty Limited and Kings Canyon (Watarrka) Resort Trust to the value of $4.9 million have been included as non-current assets classified as held for sale (refer to note 7(e)).

(7) A 3.6% interest in GPT Wholesale Office Fund and a 6.2% interest in GPT Wholesale Shopping Centre Fund were sold in April/May 2009 with a total consideration of $143.2 million (refer to note 7 (c)).

136

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

12. Investments in associates and joint ventures (continued)

(b) Share of joint ventures and associates’ assets and liabilities – Consolidated entity

Further details of the property investments, investment property and mezzanine loans listed as the principal activity of associates and joint ventures in part (a) are set out below.

joint ventures in part (a) are set out below.
Investments in associates andjoint ventures Investmentproperty/portfolio, loans and other assets	Consolidated entity 31 Dec 09 $M 31 Dec 08 $M
Australia Erina Property Trust Erina Fair, NSW Horton Trust Horton Parade and Maroochydore Superstore Plaza, QLD DPT Operator Pty Limited Property Management GPT Wholesale Shopping Centre Fund Various retail assets Total Retail 2 Park Street Trust Citigroup Centre, NSW 1 Farrer Place Trust 1 Farrer Place, NSW GPT Wholesale Office Fund Various office buildings Total Office Kings Canyon (Watarrka) Resort Trust Kings Canyon (Watarrka) Resort, NT 161 Sussex Street Pty Limited Four Points by Sheraton Hotel Total Hotel & Tourism Lend Lease GPT (Rouse Hill) Pty Ltd Residential land - Rouse Hill, NSW Lend Lease GPT (Twin Waters) Pty Ltd Land, Twin Waters, QLD BGA Real Estate Finance Trust Mezzanine loan (international) Total Corporate & Joint Venture Total Australia Europe BGP Investment SARL German Residential European Office European Light Industrial European Retail Dutch Active Fund Propco BV Dutch office, light industrial & logistic buildings Total Europe United States Babcock & Brown GPT REIT Inc Shopping Centre B&B GPT Holdings (NO. 1) LLC Commercial real estate loan portfolio Benchmark GPT LLC and B-VII Operations Holding Co LLC Seniors Housing Total United States Total property investments, investment properties and mezzanine loans	125.1 140.8 21.2 22.8 - - 672.4 820.6
	818.7 984.2
	350.0 377.5 310.0 340.7 991.5 1,204.0
	1,651.5 1,922.2
	- 5.8 - 4.1
	- 9.9
	19.6 41.4 - 12.3 - 28.5
	19.6 82.2
	2,489.8 2,998.5
	- 1,086.6 - 28.5 - 791.2 - 550.7 - 185.6
	- 2,642.6
	- 361.6 - 16.3 693.7 825.3
	693.7 1,203.2

	3,183.5 6,844.3

Investment property unless otherwise marked with a ‘*’ which denotes loans and receivables.

137

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

12. Investments in associates and joint ventures (continued)

(c) Share of joint ventures and associates’ commitments

GPT’s share of its associates and joint ventures’ capital expenditure commitments for the purchase of property, plant and equipment which have been approved but not provided for at 31 December 2009 and operating lease commitments are set out below:

Capital expenditure Operating lease Other Total joint venture and associates’ commitments	Australia Europe United States Total 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
	80.2 92.2 6.4 1.2 1.8 90.4 88.4 183.8 - - - 96.6 0.1 0.3 0.1 96.9 - - - 0.2 - - - 0.2
	80.2 92.2 6.4 98.0 1.9 90.7 88.5 280.9

(d) Reconciliation of the carrying amount of investments in associates and joint ventures – Consolidated entity

Reconciliations of the carrying amount of joint ventures and associates at the beginning and end of the current financial year by geographic segment are set out below:

Consolidated entity (i) Joint ventures Carrying amount at beginning of the financial year Additions Transfers in from investments in associates Acquisitions Disposals Share of joint ventures’ net operating profit Share of decrement in joint ventures’ reserves Distributions received/receivable from joint ventures Repayment of capital Foreign exchange rate differences on translation Carrying amount at end of the financial year (ii) Associates Carrying amount at beginning of the financial year Additions Acquisitions Transfers out to investments in joint ventures Investments classified as held for sale Disposals Share of associates’ net operating profit Impairment expenses Distributions received/receivable from associates Repayment of capital Foreign exchange rate differences on translation Carrying amount at end of the financial year	Australia Europe United States Total 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
	886.0 964.7 - 317.5 108.9 271.8 994.9 1,554.0 6.5 10.7 - - 15.1 26.6 21.6 37.3 - 11.9 - - - - - 11.9 - - - - - - - - - - - - - - - - (41.6) (48.4) - (279.1) (22.4) (218.0) (64.0) (545.5) - - - (11.5) - - - (11.5) (52.0) (52.8) - - (2.9) (8.6) (54.9) (61.4) - - - (43.5) - - - (43.5) - (0.1) - 16.6 (19.8) 37.1 (19.8) 53.6
	798.9 886.0 - - 78.9 108.9 877.8 994.9
	1,708.7 1,912.1 58.9 49.0 0.4 4.4 1,768.0 1,965.5 - 0.1 - 33.2 - - - 33.3 - - - - - - - - - (11.9) - - - - - (11.9) (9.2) - (58.9) - - - (68.1) - (200.2) - - - - - (200.2) - (51.4) (95.4) - (27.3) 0.1 (0.2) (51.3) (122.9) - - - - - (3.7) - (3.7) (89.3) (96.2) - (7.9) - (0.3) (89.3) (104.4) - - - - - - - - - - - 11.9 (0.2) 0.2 (0.2) 12.1
	1,358.6 1,708.7 - 58.9 0.3 0.4 1,358.9 1,768.0

138

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

13. Other assets

Note	Consolidated entity Parent entity 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
Available for sale investments Investments in unlisted entities - at fair value Total available for sale financial Assets Other Assets Investments in controlled entities 22 Total Non-Current other Assets*	0.2 2.7 - -
	0.2 2.7 - -
	- - 3,189.3 3,721.5
	0.2 2.7 3,189.3 3,721.5

*Available for sale investments comprise investments in ordinary shares in companies and units in trusts and have no fixed maturity date.

14. Property, plant and equipment

	Consolidated entity Parent entity 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
Hotel properties At fair value Total hotel properties Office fixtures, fittings & operating equipment At cost Less: Accumulated depreciation and impairment Total Office fixtures, fittings & operating equipment Total property, plant and equipment	- 432.2 - -
	- 432.2 - -
	36.9 31.3 - - (15.6) (11.5) - -
	21.3 19.8 - -
	21.3 452.0 - -

(a) Reconciliations

Reconciliations of the carrying amount for each class of property, plant and equipment at the beginning and end of the current financial year are set out below:

Note	Property under Development $M Hotel Properties $M Office fixtures, fittings and operating equipment $M Total $M
Consolidated entity Year ended 31 December 2008 Carrying amount at beginning of the financial year Additions (including capitalisations) Disposals Depreciation charge 5(a) Transfer to investment properties Properties under development reclassified to investment properties 11(f) Revaluations/(devaluations) Foreign exchange rate differences on transaltion Carrying amount at end of the financial year Year ended 31 December 2009 Carrying amount at beginning of the financial year Additions (including capitalisations) Disposals Depreciation charge 5(a) Transfer to non-current assets classified as held for sale (b) Cost to sell Revaluations/(devaluations) Foreign exchange rate differences on transaltion Carrying amount at end of the financial year	512.9 629.6 20.6 1,163.1 163.3 20.5 14.8 198.6 - - (9.2) (9.2) - (11.1) (4.6) (15.7) (520.4) - - (520.4) (152.0) - - (152.0) (3.8) (206.8) - (210.6) - - (1.8) (1.8)
	- 432.2 19.8 452.0
	- 432.2 19.8 452.0 - 3.7 15.1 18.8 - (62.6) (3.5) (66.1) - (9.9) (4.1) (14.0) - (306.0) (5.2) (311.2) - (8.4) - (8.4) - (49.0) - (49.0) - - (0.8) (0.8)
	- - 21.3 21.3

(b) Hotel properties of $311.2 million have been included as non-current assets classified as held for sale in 2009 as GPT announced the sale of the Hotel / Tourism Portfolio (refer to note 7(e)).

139

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

15. Intangible assets

15. Intangible assets
Note	Consolidated entity Parent entity 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
Management rights At cost Less: Accumulated amortisation and impairment Total management rights (b) Operating lease rights - Lizard Island Resort At cost (c) Less: Accumulated amortisation and impairment Total operating rights Total intangible assets	54.2 54.2 - - (38.0) (19.0) - -
	16.2 35.2 - -
	- 44.8 - - - (31.4) - -
	- 13.4 - -
	16.2 48.6 - -

(a) Reconciliations

Reconciliations of the carrying amount of each class of intangible at the beginning and end of the current financial year are set out below:

Note	Goodwill $M Management Rights $M Operating Rights $M Total $M
Consolidated entity Year ended 31 December 2008 Carrying amount at beginning of the financial year Additions (including capitalisations) Impairment expense Amortisation expense 5(a) Carrying amount at end of the financial year Year ended 31 December 2009 Carrying amount at beginning of the financial year Additions (including capitalisations) Disposals Impairment expense Amortisation expense 5(a) Carrying amount at end of the financial year	121.8 42.3 26.8 190.9 - - 1.5 1.5 (121.8) - (13.9) (135.7) - (7.1) (1.0) (8.1)
	- 35.2 13.4 48.6
	- 35.2 13.4 48.6 - - 0.1 0.1 - - (7.4) (7.4) - (11.8) (5.2) (17.0) - (7.2) (0.9) (8.1)
	- 16.2 - 16.2

(b) Management rights

The management rights include asset, property and development management rights of retail shopping centres. The useful life of the rights range between 7.5 to 10 years and are amortised over the life of the rights.

(c) Operating lease rights

The Lizard Island Resort operating lease rights were purchased on 30 June 2005 as part of the acquisition of Voyages Hotels & Resorts Pty Limited by GPT. During the financial year, the Lizard Island Resort operating lease rights were sold for a consideration of $7.5 million.

140

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2009 – THE GPT GROUP

16. Payables

Note	Consolidated entity Parent entity 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
Trade payables and accruals Tax payable Other payables Distribution payable Related party payables Total payables 17. Borrowings Current - unsecured Bank facilities Bridge facility - US Dollars (a)(ii) Bank borrowings Mulit option syndicated facility - US Dollar (a)(i) Mulit option syndicated facility - Australian Dollar (a)(i) Medium term notes (b)(ii) Total Current borrowings - unsecured Current - secured Bank facilities US Dollars (a)(vi)(2) Euro (a)(vi)(3) Danish Kroner (a)(vi)(3) Swedish Kroner (a)(vi)(4) Total Current borrowings - secured Total Current borrowings Non-Current - unsecured Bank borrowings Mulit option syndicated facility - Euro (a)(i) Mulit option syndicated facility - US Dollar (a)(i) Mulit option syndicated facility - Australian Dollar (a)(i) Mulit option syndicated facility - New Zealand Dollar (a)(i) Medium term notes (b)(ii) CPI coupon indexed bond (c) Total Non-Current borrowings - unsecured Non-Current - secured Bank facilities - Somerton (a)(vi)(1) Bank facility - One One One Eagle Street (a)(vii) Total Non-Current borrowings - secured Total Non-Current borrowings Total borrowings The maturity profile of the above current and non-current borrowings is: Due within one year* Due between one and five years Due after five years	154.2 270.0 63.9 91.1 1.6 - 0.2 - 1.5 1.1 0.4 0.7 2.5 2.4 2.5 2.4 21.5 10.5 597.8 223.4
	181.3 284.0 664.8 317.6
	- 42.6 - - 144.9 - 144.9 - 1,330.0 - 1,330.0 - 225.0 173.8 225.0 173.8
	1,699.9 216.4 1,699.9 173.8
	- 97.4 - - - 194.0 - - - 32.8 - - - 6.4 - -
	- 330.6 - -
	1,699.9 547.0 1,699.9 173.8
	- 2,340.5 - 2,340.5 - 921.3 - 921.3 90.0 555.0 90.0 555.0 - 52.7 - 52.7 212.0 436.2 212.0 436.2 85.0 84.7 85.0 84.7
	387.0 4,390.4 387.0 4,390.4
	77.0 75.9 - - 19.8 - 19.8 -
	96.8 75.9 19.8 -
	483.8 4,466.3 406.8 4,390.4
	2,183.7 5,013.3 2,106.7 4,564.2
	1,699.9 547.0 1,699.9 173.8 398.8 4,381.6 321.8 4,305.7 85.0 84.7 85.0 84.7
	2,183.7 5,013.3 2,106.7 4,564.2

Despite the borrowings drawn under Tranches A & B under the Euro multi-option syndicated facility maturing 26 October 2010, and therefore being classified as a current liability in the Statement of Financial Position, there is no legal impediment to drawing Tranche C of this facility which matures 26 October 2012 to refinance Tranches A & B. However, at present GPT remains drawn in Tranches A & B opposed to Tranche C to save interest expense due to different credit margins.

141

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2009 – THE GPT GROUP

17. Borrowings (continued)

(a) Bank facilities

Unsecured

(i) Euro multi option syndicated facility

A EUR €2,010 million (AUD $3,209.8 million) multi option syndicated facility became available to the Consolidated entity on 26 October 2007.

The facility has two maturity tranches as follows:

Tranche A and B: EUR €1,005 million maturing 26 October 2010; and
Tranche C: EUR €1,005 million maturing 26 October 2012.

At 31 December 2009, the tranches are drawn to USD $130.0 million (AUD $144.9 million) and AUD $1,420.0 million (2008: EUR €1,180 million (AUD $2,346.9 million), USD $647.4 million (AUD $921.3 million), AUD $555 million and NZD $64 million (AUD $52.7 million)).

Tranche C remains undrawn by the amount required to refinance Tranche A and B. The Syndicate banks which invest in GPT’s Euro Sydnicated facility have equal exposure amount to GPT under both tranches. There is no legal impediment to drawing Tranche C to refinance Tranche A and B. GPT remain drawn in Tranche A and B as opposed to Tranche C, to save interest expense due to different credit margins.

In addition, a EUR €100 million Bilateral Facility with a maturity date of March 2013, has been entered into and will be made available to the Consolidated entity from 26 October 2010 to partly refinance the Tranche A & B.

(ii) Bridge facility

A USD $30.0 million (AUD $33.4 million) bridge facility was repaid by Hamburg Trust in May 2009 (2008: USD $30.0 million (AUD $42.6 million)). This facility is no longer available.

(iii) Underwriting facilities

At 31 December 2008, GPT had the benefit of a committed bank offer to underwrite Commercial Paper or Medium Term Notes under the terms of the Euro Medium Term Note Programme or on any other terms the Underwriter and GPT may agree, up to a limit of AUD $300 million. During 2009, this facility was cancelled and is no longer available to GPT.

Secured

(iv) Bank loan

An AUD $200 million bank loan which is secured by a mortgage over Australia Square, Quad 3 and Quad 4 of Sydney Olympic Park, is available to the Consolidated entity. This loan has been extended to 4 September 2011 at GPT’s option. At 31 December 2009, the facility is undrawn.

(v) Multi option facility

A multi-option facility of AUD $275 million, which may be drawn in AUD, EUR, USD or NZD is available to the Consolidated entity. The facility has two maturity tranches which are as follows:

2 years (AUD $175 million) maturing 22 August 2011; and
2 years (AUD $100 million) maturing 30 September 2011.

This facility was secured on 30 September 2008 by a mortgage over Casuarina Square and 818 Bourke Street, Victoria Harbour. 818 Bourke Street mortgage was released on 15 January 2010. At 31 December 2009, the facility is undrawn.

An additional multi-option facility of AUD $200 million is available to the Consolidated entity. The facility matures on 30 September 2011. Should the facility be drawn down security will be granted over the MLC Centre, Sydney. At 31 December 2009 the facility is undrawn.

142

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

17. Borrowings (continued)

(a) Bank facilities (continued)

Secured

(vi) Bank facilities

(1) A floating rate bill facility originally for AUD $115 million was established in March 2004 for the GPT/Austrak Joint Venture to fund the capital expenditure requirements of the Austrak Business Park, Somerton, Victoria. At 31 December 2009 the limit on this facility has been increased to AUD $155 million (GPT 50% share: AUD $77.5 million). The facility matures on 31 March 2011 and is secured by a mortgage over Austrak Business Park, Somerton, Victoria. As at 31 December 2009, the facility is drawn to AUD $154.0 million (GPT 50% share: $77.0 million) (2008: AUD $151.9 million (GPT 50% share: $75.9 million)).
(2) The sale of GPT’s interest in the Alliance portfolio (previously warehoused within the Hamburg Trust platform) was settled to a syndicate of private investors in November 2009 (refer to note 7(d) for further details). The USD $72.0 million (AUD $80.2 million) (2008: USD $72.0 million (AUD $102.5 million)) bank facility was transferred to the purchasers upon settlement in November 2009.
(3) In May 2009, GPT sold its interest in the H20 portfolio to Sasori S.a.r.l (refer to note 7(d) for further details). GPT’s obligation under the borrowings of EUR €99.3 million (AUD $158.6 million) and DKK 124.5 million (AUD $26.7 million) from the H20 facility was taken on by Sasori S.a.r.l. in May 2009 as part of the sale.
(4) In August 2009, GPT sold its interest in the Scandinavian Active Fund, a fund that was owned by GPT and managed by GPT Halverton (refer to note 7(d) for further details). The SEK 32.6 million (AUD $5.1 million) facility was transferred with the sale.
(5) As part of the disposal of HTBO Bergedorf Objekt KG Fund in June 2009, an undrawn EUR €16.6 million facility (AUD $26.5 million) is no longer available to the Hamburg Trust (2008: facility limit EUR €16.6 million (AUD $33.0 million)), which has also been sold (refer to note 7(a)(iii)(2) for further details).

(vii) One One One Eagle Street

An AUD $164.0 million bank facility was established in May 2008 and was reduced to $150.5m in February 2009. This facility is for the purpose of funding GPT’s one third share of the construction of One One One Eagle Street, Brisbane, QLD and is secured by a mortgage over the One One One Eagle Street Property (among other security granted by other co-owners). At 31 December 2009, the facility is drawn to AUD $19.8 million (2008: undrawn) and matures on 30 November 2011.

(b) Short Term Notes (STNs)/Medium Term Notes (MTNs) program

The Short Term and Medium Term Note Programme is a revolving, non-underwritten debt programme which was established in 1999 to provide flexible funding to enable GPT to fund short term and medium term commitments and act promptly on investment opportunities. The value of the Notes issued under the Programme is limited by the gearing level stated in the Trust Constitution discussed in note 17(g).

(i) Short Term Notes (STNs)

At 31 December 2009, there were no short term notes on issue.

(ii) Medium Term Notes (MTNs)

At 31 December 2009, fixed rate MTNs have a principal value of AUD $300.0 million (2008: AUD $374.7 million) and floating rate MTNs have a principal value of AUD $137.0 million (2008: $236.1 million) with maturities ranging from November 2010 to 22 August 2013. On 30 March 2009 floating MTNs of AUD $173.8 million matured and were repaid.

(c) CPI coupon indexed bonds

GPT issued a CPI coupon indexed bond in December 1999 with a current coupon of 8.22% per annum (2008: 8.07%) payable quarterly in arrears and indexed by the maximum CPI since September 1999. At 31 December 2009, the principal value is AUD $85 million (2008: $85 million). The CPI coupon indexed bonds mature on 10 December 2029.

143

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

17. Borrowings (continued)

(d) Financing Facilities

A summary of GPT’s finance facilities is below:

(d) Financing Facilities A summary of GPT’s finance facilities is below:
Note	31 December 2009
	Total facility $M Used facility $M	Unused facility $M
Euro multi option syndicated facility - multi currency (a)(i) Bank borrowings Bank loan (a)(iv) Multi option facilities (a)(v) Bank facilities - Somerton (a)(vi) Bank facilities - One One One Eagle Street (a)(vii) Medium Term Notes (b)(ii) CPI coupon indexed bonds (c) Total financing facilities Cash and cash equivalents Total financing resources available at end of year	3,209.8 1,564.9 - - 200.0 - 475.0 - 77.5 77.0 150.5 19.8 437.0 437.0 85.0 85.0	1,644.9 - 200.0 475.0 0.5 130.7 - -
	4,634.8 2,183.7	2,451.1 40.3

		2,491.4

(e) Maturity profile of financing facilities

(e) Maturity profile of financing facilities
	Consolidated entity 31 Dec 09 $M 31 Dec 08 $M
Due within one year Due between one and five years Due after five years Total financing facilities	1,829.9 556.2 2,719.9 5,712.6 85.0 118.0
	4,634.8 6,386.8

(f) Gearing Ratios

(i) Headline Gearing

At 31 December 2009, the percentage of debt to total tangible assets is 23.9% (2008: 38.6%) and the percentage on a net debt basis is 23.5% (2008: 33.7%).

(ii) Look through Gearing

In calculating the ‘look through’ gearing, GPT’s interest in joint ventures and associates are proportionately consolidated based on GPT’s ownership interest. At 31 December 2009, the percentage of ‘look through’ debt to total assets is 31.8% (2008: 49.7%) and the percentage on a net debt basis is 31.6% (2008: 46.6%).

(g) Debt Covenants

GPT’s borrowings are subject to a range of covenants, according to the specific purpose and nature of the loans. Most facilities include one or more of the following covenants:

a 40% maximum threshold limit on the percentage of GPT debt to total tangible assets.
a 55% maximum threshold limit on the percentage of GPT debt to total assets on a “look through” basis; and
a minimum interest cover ratio of 2 times, being EBIT divide finance costs..

A breach of these covenants for individual facilities may trigger consequences ranging from rectifying and/or repricing to repayment of outstanding amounts. The Group performed a review of debt covenants as at 31 December 2009 and no breaches were identified.

144

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

18. Provisions

	Consolidated entity Parent entity 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
Current provisions Employee benefits Other Total Current provisions Current provisions Employee benefits Total Non-Current provisions	4.1 7.8 - - 2.6 4.6 - -
	6.7 12.4 - -
	3.9 5.2 - -
	3.9 5.2 - -

19. Contributed equity

Note	GPT Stapled Securities Number GPT $M Other entities stapled to GPT $M Non- controlling interest $M Total $M
(i) Ordinary stapled securities 1 Jan 2008 Opening securities on issue 28 Mar 2008 Distribution reinvestment plan issue (a)(i) 28 Mar 2008 Issue of stapled securities (a)(ii) 27 May 2008 Distribution reinvestment plan issue (a)(i) 27 May 2008 Issue of stapled securities (a)(ii) 26 Sep 2008 Distribution reinvestment plan issue (a)(i) 11 Nov 2008 Issue of stapled securities (b)(i) 28 Nov 2008 Issue of stapled securities (b)(i) Less: Transaction costs 31 Dec 2008 Closing securities on issue 1 Jan 2009 Opening securities on issue 27 May 2009 Issue of stapled securities (c) 16 Jun 2009 Issue of stapled securities (c) Less: Transaction costs 31 Dec 2009 Closing securities on issue (ii) Exchangeable securities 1 Jan 2008 Opening securities on issue 27 Nov 2008 Issue of exchangable securities (b)(ii) Less: Transaction costs 31 Dec 2008 Closing securities on issue 1 Jan 2009 Opening securities on issue 31 Dec 2009 Closing securities on issue Total Contributed Equity	2,099,613,942 4,648.6 317.5 - 4,966.1 9,059,869 27.3 0.7 - 28.0 40,613,601 122.4 2.9 - 125.3 13,353,787 40.5 1.0 - 41.5 36,492,741 110.6 2.6 - 113.2 18,599,258 32.5 - - 32.5 1,697,973,421 1,018.8 - - 1,018.8 551,657,181 331.0 - - 331.0 - (46.7) - - (46.7)
	4,467,363,800 6,285.0 324.7 - 6,609.7
	4,467,363,800 6,285.0 324.7 - 6,609.7 4,091,926,477 1,432.2 - - 1,432.2 718,294,466 251.4 - - 251.4 - (53.9) - - (53.9)
	9,277,584,743 7,914.7 324.7 - 8,239.4
	- - - - - 2,500 250.0 - - 250.0 - (9.4) - - (9.4)
	2,500 240.6 - - 240.6
	2,500 240.6 - - 240.6
	2,500 240.6 - - 240.6

	8,155.3 324.7 - 8,480.0

Total Contributed Equity

145

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

19. Contributed equity (continued)

Terms and conditions of contributed equity

(a) Ordinary stapled securities

Each stapled security comprises one unit in the Trust and one share in the Company. They cannot be traded or dealt with separately. Stapled securities entitle the securityholder to receive distributions/dividends as declared and, in the event of winding up GPT, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on securities held. Stapled securities entitle their holder to one vote, either in person, or by proxy, at a meeting of GPT.

Refer to note 1(b) for further details on the stapling of GPT securities.

(i) Distribution Reinvestment Plan

GPT introduced a Distribution Reinvestment Plan (DRP) to eligible securityholders in March 2007. The DRP was suspended from the September 2008 quarter with the announcement of $1.6 billion equity raising.

(ii) Underwriting the Distribution Reinvestment Plan

GPT also entered into an underwriting agreement on 17 October 2007. Under this agreement GPT has the option to elect before each quarterly distribution payment whether to have that distribution underwritten. The terms of the agreement provide that the underwriter fully underwrites distribution payments in exchange for GPT stapled securities of the securityholders who had not elected to participate in the DRP. As at 31 December 2009, the underwriting agreement is no longer in force.

(b) Equity raising - 2008

The continued deterioration of capital markets and the sharp depreciation of Australian dollars adversely affected GPT’s ability to sell assets at acceptable prices, increased the gearing ratios levels significantly and reduced the amount of headroom under debt covenants. On 23 October 2008, GPT announced a major balance sheet recapitalisation through an accelerated non-renounceable entitlement offer and the placement of exchangeable securities to an affiliate of GIC Real Estate Pty Limited (“GIC RE’). These raised total proceeds of $1.6 billion which were used to repay debt and fund GPT’s business plan.

(i) Entitlement offer

The entitlement offer resulted in the issue of 2,249,630,602 stapled securities at 60 cents each raising $1,350 million before transaction costs of $46.7 million were applied.

(ii) Exchangeable Securities

The exchangeable securities were issued to GIC RE. The securities are exchangeable into the staples securities at GIC RE’s option subject to obtaining necessary approvals at an initial exchange price of $0.7766 (Dec 08: $0.9628) per stapled security raising $250 million before transaction costs of $9.4 million were applied. They offer discretionary distributions of 10% per annum and carry voting rights in GPT.

(c) Equity raising - 2009

In order to further strengthen GPT’s Statement of Financial Position, improve the liquidity position and allow GPT to seek to accelerate its exit from the Babcock & Brown Joint Venture, GPT announced a capital raising on 7 May 2009 at an offer price of 35 cents per stapled security. The capital raising comprised a $120 million institutional placement and a non-renounceable 1 for 1 pro-rata entitlement offer to eligible securityholders which had an institutional component of $1,270.8 million and a retail component of $292.8 million. A total of $1.7 billion was raised with total transaction costs of $53.9 million.

20. Reserves

20. Reserves
Note	Consolidated entity Parent entity 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
Asset revalution reserve (a) Foreign currency translation reserve (b) Treasury stock reserve (c) Employee incentive scheme reserve (d) Cashflow hedge reserve (e) Total reserves	- - - - 52.3 389.8 - - (3.9) (4.1) - - 3.2 2.3 - - - - - -
	51.6 388.0 - -

146

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

20. Reserves (continued)

Reconciliation

Reconciliations of each type of reserve at the beginning and end of the current financial year are set out below:

Note	Consolidated entity GPT $M Other entities stapled to GPT $M External minority interest $M Total $M
(a) Asset revalution reserve Balance at 1 January 2008 Revalutions/(devalutions) of assets, net of tax Balance at 31 December 2008 As at 31 December 2009, the closing balance of the asset revalution reserve is nil and there wer (b) Foreign currency translation reserve Balance at 1 January 2008 Net foreign exchange translation adjustments, net of tax Balance at 31 December 2008 Balance at 1 January 2009 Net foreign exchange translation adjustments, net of tax Balance at 31 December 2009 (c) Treasury stock reserve Balance at 1 January 2008 On-market purchase of GPT stapled securities 24(a) Sale of GPT stapled securities and loan repayments 24(a) Impairment on stapled securities 24(a) Balance at 31 December 2008 Balance at 1 January 2009 On-market purchase of GPT stapled securities 24(a) Sale of GPT stapled securities and loan repayments 24(a) Impairment on stapled securities 24(a) Balance at 31 December 2009 (d) Employee incentive scheme reserve Balance at 1 January 2008 Employee incentive scheme expenses, net of tax 24(a) Balance at 31 December 2008 Balance at 1 January 2009 Employee incentive scheme expenses, net of tax 24(a) Balance at 31 December 2009 (e) Cashflow hedge reserve Balance at 1 January 2008 Effective portion of changes in fiar value of cashflow hedges, net of tax Balance at 31 December 2008	15.0 - - 15.0 (15.0) - - (15.0)
	- - - -
	e no movements during the financial year. (14.4) (1.9) - (16.3) 421.5 (15.4) - 406.1
	407.1 (17.3) - 389.8
	407.1 (17.3) - 389.8 (368.6) 31.1 - (337.5)
	38.5 13.8 - 52.3
	(5.3) (0.2) - (5.5) (2.8) 0.2 - (2.6) 1.6 - - 1.6 2.4 - - 2.4
	(4.1) - - (4.1)
	(4.1) - - (4.1) (6.8) - - (6.8) 10.9 - - 10.9 (3.9) - - (3.9)
	(3.9) - - (3.9)
	1.2 - - 1.2 1.1 - - 1.1
	2.3 - - 2.3
	2.3 - - 2.3 0.9 - - 0.9
	3.2 - - 3.2
	- 11.5 - 11.5 - (11.5) - (11.5)
	- - - -

As at 31 December 2009, the closing balance of the cash flow hedge reserve is nil and there were no movements during the financial year.

Total balance at 31 December 2008 Total balance at 31 December 2009	405.3 (17.3) - 388.0
	37.8 13.8 - 51.6

147

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

20. Reserves (continued)

Nature and purpose of reserves

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising on translation of foreign controlled entities and associated funding of foreign controlled entities as described in note 1(e). The movement in the foreign currency reserve is recognised in the Statement of Comprehensive Income when the net investment in the foreign controlled entity is disposed.

Treasury stock reserve

The treasury stock reserve is used to record the issue and repayment of securities under the Employee Incentive Scheme – General Scheme and the Legacy Long Term Incentive Scheme. Refer to note 24(a)(i) and (ii) for further details.

Employee incentive scheme reserve

The employee incentive scheme reserve is used to recognise the notional fair value of the implied option in respect of the securities issued under the Employee Incentive Scheme – General Scheme and performance rights issued under the GPT Group Stapled Security Rights Plan (refer to New Performance Rights LTI Plan in this report), as described in note 24(a)(ii).

21. Retained profits

Note	GPT $M Other entities stapled to GPT $M Non- controlling interest $M Total $M
Consolidated entity Balance at 1 January 2008 Net (loss) for the financial year Less: Distributions paid to ordinary stapled securityholders 3(a) Less: Distributions paid/payable to exchangeable securityholder 3(b) Balance at 31 December 2008 Balance at 1 January 2009 Net (loss) for the financial year Less: Distributions paid to ordinary stapled securityholders 3(a) Less: Distributions paid/payable to exchangeable securityholder 3(b) Balance at 31 December 2009 Parent entity Balance at 1 January 2008 Net loss for the financial year Less: Distributions paid to ordinary stapled securityholders 3(a) Less: Distributions paid/payable to exchangeable securityholder 3(b) Balance at 31 December 2008 Balance at 1 January 2009 Net loss for the financial year Less: Distributions paid to ordinary stapled securityholders 3(a) Less: Distributions paid/payable to exchangeable securityholder 3(b) Balance at 31 December 2009	3,341.2 (20.0) 2.2 3,323.4 (2,556.3) (696.5) (0.7) (3,253.5) (493.5) - - (493.5) (2.4) - - (2.4)
	289.0 (716.5) 1.5 (426.0)
	289.0 (716.5) 1.5 (426.0) (937.0) (132.1) (1.5) (1,070.6) (341.6) - - (341.6) (25.0) - - (25.0)
	(1,014.6) (848.6) - (1,863.2)
	3,149.6 - - 3,149.6 (2,350.2) - - (2,350.2) (493.5) - - (493.5) (2.4) - - (2.4)
	303.5 - - 303.5
	303.5 - - 303.5 (1,400.7) - - (1,400.7) (341.6) - - (341.6) (25.0) - - (25.0)
	(1,463.8) - - (1,463.8)

148

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

22. Controlled entities

The following entities were controlled as at the end of the financial year (unless specified otherwise). The consolidated financial statements incorporate the assets, liabilities and results of the following controlled entities in accordance with the accounting policy described in note 1(c).

Name of entity	Country of	Consolidated	entity	Parent	entity
	incorporation	2009	2008	2009	2008
		%	%	%	%
Australian Resorts Pty Limited	Australia	100.0	100.0	-	-
Ayres Rock Resort Trust	Australia	100.0	100.0	-	-
Bedarra Hideaway Pty Limited	Australia	100.0	100.0	-	-
Bedarra Island Pty Limited	Australia	100.0	100.0	-	-
Brampton Island Pty Limted	Australia	100.0	100.0	-	-
Destinations & Voyages Travel Pty Limited	Australia	100.0	100.0	-	-
Dunk Island Pty Limited	Australia	100.0	100.0	-	-
GPT BM Investment Trust	Australia	100.0	100.0	100.0	100.0
GPT BM Loan Trust	Australia	100.0	100.0	100.0	100.0
GPT Commercial Subsidiary Trust	Australia	100.0	100.0	100.0	100.0
GPT Development Custodian Pty Limited	Australia	100.0	100.0	-	-
GPT Development Pty Limited	Australia	100.0	100.0	-	-
GPT Finance Pty Limited	Australia	100.0	100.0	100.0	100.0
GPT Funds Management 2 Pty Limited	Australia	100.0	100.0	100.0	100.0
GPT Funds Management Pty Limited	Australia	100.0	100.0	-	-
GPT Hamilton Island Trust	Australia	100.0	100.0	-	-
GPT Hotel (Darling Harbour) Trust	Australia	100.0	100.0	-	-
GPT Hotel Trust	Australia	100.0	100.0	99.9	99.9
GPT Hunter Custodian Pty Limited (formerly Oyl Pty Limited)	Australia	100.0	100.0	100.0	100.0
GPT Industrial (Somerton) Turst	Australia	100.0	100.0	-	-
GPT Industrial Subsidiary Trust	Australia	100.0	100.0	-	-
GPT Industrial Subsidiary Trust No. 2	Australia	100.0	100.0	-	-
GPT Industrial Trust	Australia	100.0	100.0	99.9	99.9
GPT International Pty Limited	Australia	100.0	100.0	-	-
GPT Investment Trust No. 1	Australia	100.0	100.0	100.0	100.0
GPT Management (Custodian) Pty Limited	Australia	100.0	100.0	100.0	100.0
GPT Management Holdings Limited	Australia	100.0	100.0	-	-
GPT Nominees Pty Limited	Australia	100.0	100.0	100.0	100.0
GPT Property Management Pty Limited	Australia	100.0	100.0	-	-
GPT Pty Limited	Australia	100.0	100.0	100.0	100.0
GPT RE Limited	Australia	100.0	100.0	-	-
GPT Residential (Hunter) Pty Limited	Australia	100.0	100.0	-	-
GPT Residential (Rouse Hill) Trust	Australia	100.0	100.0	-	-
GPT Residential (Twin Waters) Trust	Australia	100.0	100.0	-	-
GPT Residential Pty Limited	Australia	100.0	100.0	-	-
GPT Residential Trust	Australia	100.0	100.0	99.9	99.9
GPT Retail (Rouse Hill) Trust	Australia	100.0	100.0	100.0	100.0
GPT Subsidary Holding Trust	Australia	100.0	100.0	100.0	100.0
Hamburg Trust Australia 1(2)	Australia	-	80	-	-
Heron Island Pty Limited	Australia	100.0	100.0	-	-
Homemaker Property Management Pty Limited	Australia	100.0	100.0	-	-
Homemaker Retail Management Pty Limited	Australia	100.0	100.0	99.9	99.9
Homemaker Retail Property Trust No. 2	Australia	100.0	100.0	100.0	100.0
Hunter Trust	Australia	100.0	100.0	-	-
Lizard Island Pty Limited	Australia	100.0	100.0	-	-
Melbourne Central Custodian Pty Ltd	Australia	100.0	100.0	100.0	100.0
Melbourne Central Holdings Pty Ltd	Australia	100.0	100.0	100.0	100.0
Melbourne Central Unit Trust	Australia	100.0	100.0	50.0	50.0
Silky Oaks Pty Limited	Australia	100.0	100.0	-	-
Subsidiary Trust	Australia	100.0	100.0	100.0	100.0
The Mulitjulu Foundation Limited	Australia	100.0	100.0	-	-
The Mulitjulu Foundation Trust	Australia	100.0	100.0	-	-
Voyages Hotels & Resorts Pty Limited	Australia	100.0	100.0	-	-

149

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2009 – THE GPT GROUP

22. Controlled entities (continued)

Name of entity	Country of	Consolidated	entity	Parent	entity
	incorporation	2009	2008	2009	2008
		%	%	%	%
Voyages Mountain & Marine Pty Limited	Australia	100.0	100.0	-	-
Voyages Pty Limited	Australia	100.0	100.0	-	-
Wrotham Park Lodge Pty Limited	Australia	100.0	100.0	-	-
818 Bourke Street Trust	Australia	100.0	100.0	-	-
Alliance HT Limited Partnership(2)	United States	-	74.4	-	-
Alliance HT Mezz Limited Partnership(2)	United States	-	74.4	-	-
Alliance HT Mezz LLC(2)	United States	-	74.4	-	-
Alliance HTFL GP LLC(2)	United States	-	74.4	-	-
Alliance HTFL Limited Partnership(2)	United States	-	74.4	-	-
Alliance HTTX GP LLC(2)	United States	-	74.4	-	-
Alliance HTTX Limited Partnership(2)	United States	-	74.4	-	-
GPT BM Investment LLC	United States	100.0	100.0	-	-
GPT US Holdings LLC(1)	United States	100.0	-	-	-
GPT US Inc	United States	100.0	100.0	-	-
GPTI BBR LLC(1)	United States	100.0	-	-	-
GPTMH BM Investment LLC	United States	100.0	100.0	-	-
BGP (UK) Investments Limited	United Kingdom	100.0	100.0	-	-
Colinsco Limited Partnership(2)	United Kingdom	-	100.0	-	-
EB8 Investments Limited(2)	United Kingdom	-	100.0	-	-
GPT Halverton Financial Services Limited	United Kingdom	100.0	100.0	-	-
GPT Halverton Limited(2)	United Kingdom	-	100.0	-	-
GPT UK Limited	United Kingdom	100.0	100.0	-	-
Halverton Co-investment Limited(2)	United Kingdom	-	100.0	-	-
Halverton EB8 Limited(2)	United Kingdom	-	100.0	-	-
Halverton Investment (GRP) Limited(2)	United Kingdom	-	100.0	-	-
Halverton Investments (GO) Limited(2)	United Kingdom	-	100.0	-	-
Halverton Investment Limited	United Kingdom	100.0	100.0	-	-
Halverton Management Limited(2)	United Kingdom	-	100.0	-	-
Halverton Secretaries Limited(2)	United Kingdom	-	100.0	-	-
JO Property Consulting Limited(2)	United Kingdom	-	100.0	-	-
Roofgold Limited(2)	United Kingdom	-	100.0	-	-
GPT Halverton GmbH(1)(2)	Germany	-	100.0	-	-
GPT USA 3 General Partner GmbH(1)	Germany	100.0	-	-	-
GPT USA 3 GmbH & Co KG(1)	Germany	99.0	-	-	-
Hamburg Trust Asset Management HTAM GmbH(2)	Germany	-	80.0	-	-
Hamburg Trust Grundvermögen and Anlage GmbH(2)	Germany	-	80.0	-	-
Hamburg Trust HTG Australien 1 GmbH & Co KG(2)	Germany	-	80.0	-	-
Hamburg Trust HTG Australien 2 GmbH & Co KG(2)	Germany	-	80.0	-	-
Hamburg Trust HTG Australien 3 GmbH & Co KG(2)	Germany	-	80.0	-	-
Hamburg Trust HTG Deutschland 2 GmbH & Co KG(2)	Germany	-	80.0	-	-
Hamburg Trust HTG Deutschland 3 GmbH & Co KG(2)	Germany	-	80.0	-	-
Hamburg Trust HTG USA 1 GmbH & Co KG(2)	Germany	-	80.0	-	-
Hamburg Trust HTG USA 3 GmbH & Co KG(2)	Germany	-	80.0	-	-
Hamburg Trust HTG USA 4 GmbH & Co KG(2)	Germany	-	80.0	-	-
Hamburg Trust Treuhand HTT GmbH(2)	Germany	-	80.0	-	-
Hamburg Trust Verwaltung HTV Asien GmbH(2)	Germany	-	80.0	-	-
Hamburg Trust Verwaltung HTV Europe GmbH(2)	Germany	-	80.0	-	-
Hamburg Trust Verwaltung HTV USA GmbH(2)	Germany	-	80.0	-	-
HT HTG Australien 1 Beteiligungs GmbH & Co KG(2)	Germany	-	80.0	-	-
HT HTG Australien 2 Beteiligungs GmbH & Co KG(2)	Germany	-	80.0	-	-
HTBO Bergedorf Objekt GmcH & Co KG(2)	Germany	-	80.0	-	-
HTBO Bergedorf Objektbeteilgungs GmcH(2)	Germany	-	80.0	-	-
EB8 France Propco Aps(2)	Denmark	-	100.0	-	-
GPT Halverton ApS(2)	Denmark	-	51.0	-	-
H20 Am Moosfield ApS(2)	Denmark	-	97.4	-	-
H20 Berlin Charlottenburg ApS(2)	Denmark	-	97.4	-	-

150

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

22. Controlled entities (continued)

22. Controlled entities (continued)
Name of entity	Country of	Consolidated	entity	Parent	entity
	incorporation	2009	2008	2009	2008
		%	%	%	%
H20 France HoldCo ApS(2)	Denmark	-	97.4	-	-
H20 France PropCo ApS(2)	Denmark	-	97.4	-	-
H20 Gaertringen ApS(2)	Denmark	-	97.4	-	-
H20 Germany HoldCo ApS(2)	Denmark	-	97.4	-	-
H20 Krefeld Fichtenhain ApS(2)	Denmark	-	97.4	-	-
H20 Munster ApS(2)	Denmark	-	97.4	-	-
H20 Offenburg ApS(2)	Denmark	-	97.4	-	-
H20 Puchheim ApS(2)	Denmark	-	97.4	-	-
H20 Sinisheim ApS(2)	Denmark	-	97.4	-	-
German Retail Property Fund Manager SARL(2)	Luxemburg	-	100.0	-	-
GPT Europe 2 SARL	Luxemburg	100.0	100.0	-	-
GPT Europe Finance SA	Luxemburg	100.0	100.0	-	-
GPT Europe SARL(2)	Luxemburg	-	100.0	-	-
GPT Halverson SARL(2)	Luxemburg	-	100.0	-	-
H20 Finland LuxCo SARL(2)	Luxemburg	-	97.4	-	-
H20 FundCo SARL	Luxemburg	100.0	100.0	-	-
H20 LuxCo SARL(2)	Luxemburg	-	97.4	-	-
HBI Lux PropCo A SARL	Luxemburg	100.0	100.0	-	-
NELI Management SARL(3)	Luxemburg	-	100.0	-	-
H20 Finland HoldCo OY(2)	Finland	-	97.4	-	-
H20 PropCo One OY(2)	Finland	-	97.4	-	-
Benelux Industrial Partnership General Partner BV(2)	The Netherlands	-	100.0	-	-
GPT Halverton BV(2)	The Netherlands	-	100.0	-	-
H20 Amsterdam BV(2)	The Netherlands	-	99.7	-	-
H20 Dutch BV(2)	The Netherlands	-	97.4	-	-
Wooloomooloo Investments BV	The Netherlands	100.0	100.0	-	-
Halverton SAS(2)	France	-	100.0	-	-
GPT Halverton AB(2)	Sweden	-	70.0	-	-
GPT Halverton Storm AB(2)	Sweden	-	100.0	-	-
MAV Fastighets AB(2)	Sweden	-	100.0	-	-
Scandinavian Active Fund Holdco AB (formerly Goldcup D2668 AB)(2)	Sweden	-	100.0	-	-
Scandinavian Active Fund Propco AB(2)	Sweden	-	100.0	-	-
GPT MaltaCo 1 Limited(2)	Malta	-	100.0	-	-
GPT MaltaCo 2 Limited(2)	Malta	-	100.0	-	-

1 Controlled entities acquired during the current financial year.

2 Controlled entities sold during the current financial year. The ownership interest sold is the % shown for 2008 (refer to note 7 for further details).

3 Controlled entities liquidated during the current financial year.

151

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

23. Key management personnel disclosures

(a) Details of Key Management Personnel

(i) Directors

The Directors of GPT Management Holdings Limited and GPT RE Limited during the financial year and up to the date of this report were:

Chairman – Non Executive Director

Ken Moss (appointed Chairman on 25 May 2009) Peter Joseph (retired 25 May 2009) Non-Executive Directors Brendan Crotty (appointed 22 December 2009) Rob Ferguson (appointed 25 May 2009, Deputy Chairman) Eric Goodwin Lim Swe Guan (appointed 21 April 2009) Malcolm Latham (retired 25 May 2009) Anne McDonald Ian Martin Executive Director Michael Cameron (appointed 1 May 2009)

(ii) Other key management personnel

In addition to the Directors, the following persons also had the greatest authority for the strategic direction and management of GPT, directly or indirectly, during the financial year:

Michael O’Brien	Chief Operating Officer and Chief Financial Officer (from 1 September 2009)
Kieran Pryke	Chief Financial Officer (until 31 August 2009)
Neil Tobin	General Manager - Joint Venture (until 31 August 2009)
Jonathan Johnstone	Head of Europe
Mark Fookes	Head of Retail
Nicholas Harris	Head of Wholesale
James Coyne	General Counsel and Secretary

(b) Key management personnel compensation

(b) Key management personnel compensation
	Consolidated entity Parent entity 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
Short term employee benefits Post employment benefits Other long term benefits Termination benefits Total key management personnel compensation	9,539.1 8,582.4 9,539.1 8,582.4 185.3 227.2 185.3 227.2 58.8 6,853.9 58.8 6,853.9 1,490.0 9,265.2 1,490.0 9,265.2
	11,273.2 24,928.7 11,273.2 24,928.7

Information regarding individual Directors’ and Senior Executives’ remuneration is provided in the Remuneration Report on page 69 to 88 of the Directors’ Report.

152

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

23. Key management personnel disclosures (continued)

(c) Equity instrument disclosures relating to key management personnel

(i) The number of GPT stapled securities held during the financial year by each key management personnel, including their personally-related parties, are set out below:

	Balance	Purchases/	Balance	Purchases/	Balance
	1 Jan 2008	(Sales)	31 Dec 2008	(Sales)	31 Dec 2009
Directors
Peter Joesph(2)	50,000	50,000	100,000	-	-
Ken Moss	26,241	26,241	52,482	65,603	118,085
Rob Ferguson	-	-	-	1,020,409	1,020,409
Michael Cameron	-	-	-	-	-
Eric Goodwin	11,775	855	12,630	65,288	77,918
Malcolm Latham(2)	13,195	13,195	26,390	-	-
Ian Martin	51,241	51,241	102,482	128,103	230,585
Anne McDonald	10,500	10,500	21,000	26,250	47,250
Lim Swe Guan	-	-	-	-	-
Brendan Crotty	-	-	-	-	-
Senior Executives
Michael O’Brien	553,134	5,000	558,134	12,500	570,634
Kieran Pryke(1)	330,148	260,172	590,320	-	-
Neil Tobin(1)	342,598	-	342,598	-	-
Jonathan Johnstone	222,015	223,015	445,030	(222,515)	222,515
Mark Fookes	346,620	346,620	693,240	47,380	740,620
Nicholas Harris	240,844	-	240,844	-	240,844
James Coyne	176,307	-	176,307	-	176,307

(ii) During the current financial year, certain Senior Executives of The GPT Group were granted Performance Rights (refer to note 24(a)(ii)(2) for further details). The number of GPT performance rights held by the GPT Group Stapled Securities Rights Plan during the financial year by each key management personnel, including their personally-related parties, are set out below:

Performance rights

Performance rights
	Grant date	Vesting date	Exercise price	Granted	Lapsed	Balance	Vested at
Director			$			31 Dec 2009	31 Dec 2009
		From 30 June 2011 to
Michael Cameron	29 April 2009	30 June 2012	-	2,307,249	-	2,307,249	-
Senior Executives
Michael O’Brien	30 June 2009	31 December 2011	-	1,538,166	-	1,538,166	-
	16 July 2009	1 July 2011	-	384,541	-	384,541	-
Kieran Pryke(1)	30 June 2009	31 December 2011	-	1,442,030	(1,442,030)	-	-
Neil Tobin(1)	30 June 2009	31 December 2011	-	1,345,895	(1,345,895)	-	-
Jonathan Johnstone	30 June 2009	31 December 2011	-	961,354	-	961,354	-
Mark Fookes	30 June 2009	31 December 2011	-	1,345,895	-	1,345,895	-
Nicholas Harris	30 June 2009	31 December 2011	-	1,153,624	-	1,153,624	-
James Coyne	30 June 2009	31 December 2011	-	903,672	-	903,672	-

(1) Kieran Pryke and Neil Tobin’s employment ended on 1 September 2009 and 31 August 2009 respectively.

(2) Peter Joseph and Malcolm Latham retired on 25 May 2009.

153

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2009 – THE GPT GROUP

23. Key management personnel disclosures (continued)

(d) Loans to key management personnel

All loans are pursuant to the Employee Incentive Scheme (EIS) which is discussed in detail at note 24(a).

Details of loans made during the financial year to each key management personnel are set out below:

Michael O’Brien James Coyne Kieran Pryke(3) Neil Tobin(3) Mark Fookes Jonathan Johnstone Nicholas Harris	Opening balance 1 Jan 2009(1) $ Total accumulated interest costs capitalised as part of the loan $ Loans made during the year $ Interest charged for the year $ Interest not charged for the year(2) $ Closing Balance 31 Dec 2009 $ Highest indebtedness during the year $
	2,363,566 300,563 - 28,558 225,867 2,664,129 2,664,129 716,484 101,426 - 9,186 68,925 817,910 817,910 1,343,631 189,607 - 17,195 129,229 - 1,533,238 1,402,701 189,613 - 17,524 134,542 - 1,592,314 1,400,934 194,137 - 17,746 134,583 1,595,071 1,595,071 894,720 129,044 - 11,593 86,176 1,023,764 1,023,764 1,068,690 143,178 - 12,548 103,185 1,211,868 1,211,868

(1) On 31 December 2008, the term of these loans have been converted from full recourse to limited recourse as discussed in note 24 (a)(ii).
(2) The amounts shown for interest not accrued represent the difference between the amount paid and payable for the financial year and interest that would have been charged on an arm’s length basis.

(3) Kieran Pryke and Neil Tobin’s employment ended on 1 September 2009 and 31 August 2009 respectively.

(e) Other transactions with key management personnel

There have been no transactions with key management personnel other than those transactions detailed in note 23.

24. Share based payments

(a) Employee Incentive Scheme

The Employee Incentive Scheme (EIS) is a scheme under which GPT stapled securities are issued or purchased on-market on behalf of GPT employees for no cash consideration.

The EIS has two qualifying levels – the ‘General Scheme’ which applies to all GPT employees (other than certain Senior Executives) and the ‘Long Term Incentive (LTI) Scheme’ where participation is only offered to certain Senior Executives recommended by the GPT Board. The LTI Scheme may be divided into two broad categories:

Legacy LTI plans still operable covering the period 2007 to 2010, and
The new Performance Rights Plan approved by GPT Group securityholders at the AGM in May 2009 and covering the period 2009-11.

(i) The General Scheme

Under the General Scheme, all permanent employees (excluding Non-Executive Directors) who are continuously employed by GPT for greater than one year are eligible to participate. Purchase of GPT stapled securities is by employee loan, which is made available to participating employees by the Scheme Administrator, to fund the acquisition of GPT stapled securities. The Scheme Administrator must use the loan proceeds to acquire GPT stapled securities on-market or to subscribe for the issue of new GPT stapled securities.

The employee loans made under the Scheme are interest free, have no fixed term and are non-recourse. The interest component is a cost to GPT. After deducting amounts for tax on the participating employee’s income, the loans are repaid using net distributions from GPT stapled securities and while the employee loan remains outstanding, the GPT stapled securities are held subject to a holding lock and are not able to be transferred or otherwise dealt with.

154

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

24. Share based payments (continued)

(a) Employee Incentive Scheme (continued)

(i) The General Scheme (continued)

Fair value of security based payment

Under the requirements of AASB 2, loans granted under the General Scheme are accounted for as ‘options’ because the loans are non-recourse. The assessed fair value is expensed to the Statement of Comprehensive Income as the stapled securities vest immediately. Fair value at grant date has been independently determined using the Monte Carlo pricing model that takes into account grant date, security price at grant date, the current price of the GPT stapled securities, staff turnover rate, voluntary exercise rate, the risk free interest rate, expected dividend yield, impact of dilution and expected volatility of the GPT stapled securities for the term of the GPT stapled security. The fair value of the ‘options’ was calculated as 95.0c per stapled security (2008: 95.0c per security).

In 2009, the Board recognised the need to rationalise the number of GPT’s other equity based schemes. Changes to the Federal tax/regulatory environment regarding employee share schemes during 2009 accelerated this process. As a result, the General Scheme is considered no longer an effective vehicle to promote employee alignment with security holders or provide rewards to employees in any reasonable timeframe. Consequently, the General Scheme was terminated on 8 October 2009. The stapled securities held under the scheme were sold at market price and the sales proceed was used to repay the non-recourse employee loans. The difference between the sales proceed and the carrying value of the employee loans (AUD$ 3.9 millions) has been included in Statement of Comprehensive Income.

(ii) The Long Term Incentive (LTI) Scheme

(1) Legacy LTI Scheme

As detailed in the 2008 Remuneration Report, the unprecedented dislocation in global financial markets and the A-REIT sector in particular highlighted a number of flaws in the loan based LTI scheme that had significant unintended consequences for GPT. Recognising that the scheme was no longer best practice or operating in the interests of either GPT or participants, the Board decided to convert the existing scheme loans from full recourse to the individual to limited recourse effective 31 December 2008 (the date of conversion), such that while the loan remained in place the participant was committed only to the value of the underlying securities. In addition, for 2009 onwards, the interest charge on the loans to participants was set at a level to approximate the net distributions receivables.

As at 31 December 2009, none of the performance targets have been met since inception and as a result no LTI awards to GPT employees have been made to date. It is the intention of the Board that the legacy LTI scheme will be wound up at the end of calendar year 2010 on the conclusion of the final 3-year performance period.

(2) GPT Group Stapled Security Rights Plan (referred to as the New Performance Rights LTI Plan)

At the May 2009 Annual General Meeting GPT securityholders approved the introduction of a more contemporary Performance Rights LTI Plan (the 2009 LTI scheme).

The new plan covers the 3 year period 2009-11. Awards under the plan to eligible participants will be in the form of Performance Rights which convert to GPT stapled securities for nil consideration if specified service / performance conditions for the applicable 3 year period are satisfied. Please refer to Remuneration Report for detail on the service / performance conditions.

The Board determined those executives eligible to participate in the LTI scheme and, for each participating executive, granted a number of Performance Rights calculated as a percentage of their base salary divided by GPT’s first quarter 2009 volume weighted average price (VWAP) of 52.01cps.

Under the requirements of AASB 2, the fair value of these Performance Rights will be amortised over the period starting from the grant date to the vesting date. Fair value at grant date has been independently determined using the Monte Carlo and Binomial tree pricing models that take into account the following inputs:

(a) Rights were granted for no consideration and vest based on the TSR of GPT compared to the TSR of each peer group constituent for the purpose of determining the rank of GPT
(b) Rights granted for no consideration and vest based on service conditions
(c) Grant dates: 29 April 2009 – 16 July 2009
(d) Share price at grant dates: 45.5 cents – 52 cents
(e) Expected vesting dates: 1 July 2010 – 30 June 2012
(f) Expected dividend yield: 8% - 12%
(g) Risk free interest rate: 3.16% - 4.33%

The fair value of these Performance Rights ranges from $0.168 to $0.481 per performance right depending on the vesting conditions. Total share based payment expense recognised during the year ended 31 December 2009 was $870,845.

155

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2009 – THE GPT GROUP

24. Share based payments (continued)

(b) Other Share-based Incentive Scheme

(i) The GPT Group All Employee Stapled Security Plan (AESSP)

Implemented in March 2008, the AESSP allows eligible participants to salary sacrifice $1,000 to purchase GPT Group stapled securities on market. GPT stapled securities acquired under the AESSP must be held for a minimum of 3 years (or earlier if employment ceases) during which time they cannot be sold or otherwise dealt with.

(ii) The GPT Group Deferred Stapled Security Plan (DSSP)

Implemented in September 2008, the DSSP allows eligible participants to salary sacrifice amounts to purchase GPT Group stapled securities on market. GPT stapled securities acquired under the DSSP may be held for up to 10 years (or earlier if employment ceases) on an income tax deferred basis during which time they cannot be sold or otherwise dealt with. This plan has been terminated in 2009 due to changes to the Federal tax/regulatory environment regarding employee share schemes.

(iii) The GPT Group Non-Executive Director Stapled Security Plan (NEDSSP)

Implemented in September 2008, the DSSP allows eligible non-executive directors to salary sacrifice amounts to purchase GPT Group stapled securities on market. GPT stapled securities acquired under the DSSP may be held for up to 10 years (or earlier if employment ceases) on an income tax deferred basis during which time they cannot be sold or otherwise dealt with. This plan has been terminated in 2009 due to changes to the Federal tax/regulatory environment regarding employee share schemes.

The GPT stapled securities / Rights issued under all Employee Incentive Schemes to participating employees is set out below:

GPT stapled securities issued under the ‘General Scheme’
GPT stapled securities issued under the ‘Long Term Incentive Scheme’
GPT stapled securities issued under the ‘The GPT Group All Employee Stapled Secuirty Plan’
GPT stapled securities issued under the ‘The GPT Group Deferred Stapled Security Plan’
GPT stapled securities issued under the ‘The GPT Group Non-Executive Director Stapled Security Plan’
GPT performance rights issued under the GPT Group Stapled Secuirty Rights Plan

Number of GPT stapled
securities issued
during the year
Total number of GPT
stapled securities
issued
31 Dec 09
31 Dec 08
31 Dec 09
31 Dec 08

-
1,113,974
-
1,868,281
-
328,154
6,114,598
7,301,313
11,240
19,264
27,408
19,264
141,706
31,442
173,148
31,442
-
-
-
-
Number of GPT share
rights issued during
the year
Total number of GPT
share rights issued
31 Dec 09
31 Dec 08
31 Dec 09
31 Dec 08

22,783,839
-
22,783,839
-

25. Related party transactions

(a) Ultimate Parent

General Property Trust is the ultimate Parent entity.

(b) Controlled entities, joint ventures and associates

Equity interests in controlled entities, joint ventures and associates are set out in notes 22 and 12. Loans provided to joint ventures and associates as part of the funding of those arrangements are set out in note 8. Details of the Parent entity interests in controlled entities are set out in note 22.

(c) Key management personnel

Disclosures relating to key management personnel and remuneration paid to directors of the ultimate Parent entity are set out in note 23. Included within note 23(a) in ‘other key management personnel’ is Ian Martin who was a director of Babcock & Brown Limited, with whom GPT has a joint venture arrangement. Mr Martin resigned as a director of Babcock & Brown Limited on 29 April 2009 and the remuneration he received was transacted at arms length.

156

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

25. Related party transactions (continued)

(d) Transactions with related parties

(d) Transactions with related parties
	Consolidated entity		Parent	entity
	31 Dec 09	31 Dec 08	31 Dec 09	31 Dec 08
	$M	$M	$M	$M
Transactions with related parties other than associates and joint ventures
Revenues
Distributions received / receivable from controlled entities	-	-	220.2	265.2
Rent revenue from the Company	-	-	1.5	1.4
Expenses
Responsible Entity fees paid to GPT RE Limited	-	-	(27.3)	(33.7)
Responsible Entity fees paid to GPT RE Limited (capitalised)	-	-	(6.0)	(7.1)
Property management fees to the Company	-	-	(9.8)	(13.2)
Development management fees paid to the Company	-	-	(12.1)	(11.5)
Management costs recharged from the Company	-	-	(4.1)	(6.9)
Payroll costs recharged from the Company	-	-	(7.2)	(8.0)
Contributions to superannuation funds on behalf of employees	(5.5)	(9.3)	-	-
Other transactions
Loan advanced to the Company	-	-	(70.3)	(94.5)
Loans advanced to controlled entities	-	-	(116.1)	(137.5)
Interest received on loan from the Company	-	-	-	19.8
Interest received on loans from controlled entities	-	-	-	18.6
Increase in units in controlled entities	-	-	(57.0)	(212.7)
Redemption of units in controlled entities	-	-	-	-
Payments for loans under the Employee Incentive Scheme	-	(3.8)	-	-
Transactions with associates and joint ventures
Revenues
Responsible Entity fees from associates	30.5	31.7	-	-
Development management fees from associates	4.6	6.8	-	-
Property management fees from associates	-	7.2	-	-
Distributions received/receivables from joint ventures	54.9	61.9	52.0	52.1
Distributions received/receivables from associates	90.1	112.8	89.3	94.8
Interest revenue from joint venture	40.2	127.6	-	-
Interest revenue from associate	7.6	-	-	-
Payroll costs recharged to associate	3.2	5.0	-	-
Proceeds on sale of workplace6from associate	-	83.6	-	-
Proceeds on sale of interest in associate	141.7	-	141.7	-
Proceeds on sale of One One One Eagle Street from associate	-	58.0	-	58.0
Other transactions
Loans advanced to joint ventures	(19.6)	(25.7)	-	-
Loans advanced to associates	-	-	-	-
Loan repayments from joint ventures	9.9	-	-	-
Loan repayments from associates	4.5	7.2	-	-
Increase in units in joint ventures	-	-	-	-
Decrease in units in joint ventures	-	-	-	-
Increase in units in joint ventures	(21.6)	(6.2)	-	-
Increase in units in associates	-	(21.0)	-	-
Interest paid to GWOF	-	(7.2)	-	-
Rental guarantee for workplace6	-	(1.5)	-	-

157

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

26. Notes to the Statements of Cash Flow

(a) Reconciliation of net loss after income tax expense to net cash inflows from operating activities

Note

Consolidated entity
Parent entity
31 Dec 09
$M
31 Dec 08
$M
31 Dec 09
$M
31 Dec 08
$M

Net loss for the financial year
Fair value adjustments to investment properties
Share of after tax profits of investments in associates and joint ventures
Fair value adjustments to derivatives
Net foreign exchange gain
Impairment expenses
Payment for early termination of derivatives
Revaluation of hotel properties
Net loss on disposal of assets
Cost to sell for non-current assets held for sale
Depreciation and amortisation
Non-cash employee benefits - share based payments
Non-cash revenue adjustments
Non-cash expense adjustments
Interest capitalised
Impairment of trade receivables
Change in operating assets and liabilities
Decrease / (increase) in receivables
Decrease in payables
Net cash inflows from operating activities

(1,070.6)
(3,253.5)
(1,400.7)
(2,350.2)
551.8
79.8
332.5
(57.8)
275.4
834.2
813.8
791.4
(456.5)
844.8
(463.3)
841.3
(238.6)
544.6
(112.6)
266.7
1,220.1
1,152.2
1,209.8
959.7
(263.3)
-
(260.9)
-
49.0
191.8
-
-
5.8
(58.6)
58.4
(1.2)
12.7
-
-
-
22.1
24.2
11.3
-
9.9
3.5
-
-
19.1
7.5
6.9
4.6
11.3
22.8
-
(2.2)
(20.6)
(18.4)
(20.6)
(7.1)
0.6
0.9
0.1
0.1
14.8
(7.4)
(24.8)
(60.6)
(31.1)
(1.5)
(73.4)
(117.1)

111.9
366.9
76.5
267.6

(b) Reconciliation of cash

Reconciliation of cash at the end of the financial year (as shown in the Statement of Cashflow) to the related item in the financial statements as follows:

Cash at bank and on hand Total cash at the end of the financial year	40.3 961.9 17.8 871.1
	40.3 961.9 17.8 871.1

(c) Non-cash financing and investing activities

There are no non-cash financing and investing activities for the year ended 31 December 2009.

27. Contingent Liabilities

Except for the matters below, there are no other material contingent assets or liabilities at reporting date.

Indemnity to shareholders in Dutch Active Fund (DAF)

GPT Management Holdings has issued an indemnity to ‘qualifying’ investors in DAF to indemnify them against any resulting tax loss arising from the loss of Dutch REIT status up to a maximum aggregate liability of €20million over the eight year life of DAF assuming REIT status is never achieved.

During the current financial year, GPT legally sold its shareholding in DAF to two external parties for €10 effective of 8 August 2009. The entities that acquired DAF are qualifying investors for the purposes of Dutch tax law. It is the Director’s expectation that the legal sale of the DAF shareholding to qualifying investors will enable DAF to achieve REIT status and by doing so remove or significantly reduce the amount potentially payable under the indemnity to the other ‘qualifying’ investors in DAF (refer to note 7(a)(iii)(5) for further details).

158

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

28. Commitments

(a) Capital expenditure commitments

At 31 December 2009, GPT has commitments principally relating to the purchase of property, plant and equipment which have been approved but not recognised as liabilities in the Statement of Financial Position as set out below:

Due within one year Due between one and five years Over five years Total capital expenditure commitments	Consolidated entity Parent entity 31 Dec 09 $M 31 Dec 08 $M 31 Dec 09 $M 31 Dec 08 $M
	338.5 369.6 297.2 225.0 103.2 409.2 61.0 316.9 11.8 - - -
	453.5 778.8 358.2 541.9

(b) Operating lease commitments

At 31 December 2009, future minimum rentals payable under non-cancellable operating leases are as follows:

(b) Operating lease commitments At 31 December 2009, future minimum rentals payable under non-cancellable operating	leases are as follows:
Due within one year Due between one and five years Over five years and expiry date of leases Total operating lease commitments	5.2 12.9 0.1 0.1 14.2 43.3 0.5 0.5 20.3 116.5 1.7 1.9
	39.7 172.7 2.3 2.5

GPT has entered into commercial leases on motor vehicles, office equipment and office premises.

(c) Other commitments

Aggregate amount of other commitments agreed or contracted but not recognised in the Statement of Financial Position are as follows:

Due within one year Due between one and five years Over five years Total other commitments	0.5 24.0 - - 1.1 2.8 - - - 0.1 - -
	1.6 26.9 - -

(d) Commitments relating to associate and joint venture investments

The above commitments include GPT’s share of commitments relating to associate and joint venture investments. Refer to note 12(c) for the share of associates and joint venture entities’ commitments.

159

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

29. Capital and financial risk management disclosures

GPT’s Treasury Risk Management Committee (TRMC) oversees the establishment and implementation of the capital and financial risk management system including compliance with GPT treasury policy and reporting to the Audit and Risk Management Committee (ARMC) and, through the ARMC, to the GPT Group Board. The ARMC and the GPT Group Board approve GPT’s treasury policy which establishes a framework for the management of treasury risks, defines the role of GPT’s treasury and details risk management policies for cash, borrowing, liquidity, credit risk, foreign exchange, interest rate and derivative instruments. GPT’s treasury policy applies to the Trust and all controlled entities in the GPT Group.

To manage capital and financial risks GPT uses bank loans, Medium Term Notes (MTN’s), CPI bonds and coupon indexed bonds (CPI’s), derivative financial instruments.

(a) Capital and interest expense risk management

GPT’s objective when managing capital is to maximise the availability and minimise the cost of capital having regard to the relevant real estate market in which it is invested.

Capital and interest expense risk management is monitored in two main ways:

Statement of Financial Position management – concerned with the capital mix of equity and debt and GPT maintaining gearing levels in line with its desired “A category” investment grade credit rating. GPT is able to increase equity in the capital mix by issuing new stapled securities, activating the DRP, adjusting the amount of distributions paid to stapled security holders or selling assets to reduce borrowings.
Statement of Comprehensive Income management – concerned with supporting the delivery of financial targets by protecting GPT’s exposure to interest rate volatility through the use of interest rate derivatives, which provide GPT with a known interest expense.

As the global financial markets deterioration into the beginning of the 2009 year continued to effect asset prices, gearing covenant headroom and liquidity, GPT issued a second non-renounceable 1 for 1 pro-rata entitlement offer to address these concerns. GPT raised total equity proceeds of $1.7 billion, reducing GPT’s gearing levels to amongst the lowest in the Australian REIT sector, and decreased net funding requirements. Further, GPT’s credit ratings were upgraded and an accelerated exit from its Joint Venture with Babcock & Brown was achieved.

The Group’s significant reduction in outstanding debt and the exit of the Joint Venture led to the early termination of GPT’s excess foreign hedges. In addition to simplifying the Group’s financial position, the removal of excess foreign hedge instruments also lessened the potential for substantial mark to market volatility and significantly reduces interest costs in future periods. The strength of the Australian dollar against the US dollar and the Euro provided an opportunity to unwind the hedge instruments at a substantially lower cost than earlier in the year. GPT now has a natural liability hedge position for its remaining offshore assets as discussed in (g)(iii) below and no other foreign interest rate or foreign derivative positions.

(i) Capital Structure, Financial Policy and Credit Rating Impact

GPT completed a capital management policy review in December 2009. As a result of the review, the Group will implement revised distribution payout and gearing policies from 2010 onwards. This will more effectively align GPT’s capital management framework with its refined business strategy, reflect a more sustainable distribution level, and ensure a prudent approach to managing the Group’s gearing through cycles.

Under the revised distribution payout policy, GPT will distribute the greater of 70-80% of realised operating income (excluding development profits), and taxable income.

GPT will manage gearing within a range of 25% to 35% (based on debt to total tangible assets). The policy includes flexibility to increase gearing beyond 30% if required, provided a reduction back to 30% or below is achieved. Whilst credit markets remain challenging and borrowing costs remain relatively high, GPT is comfortable maintaining gearing at or below the lower end of this range.

GPT is credit rated BBB+/A-2 and positive outlook by Standard and Poor’s and Baa1/P-2 and stable outlook by Moody’s Investors Services. The ratings are important as they reflect the investment grade credit rating of GPT which allows access to global capital markets to fund its development pipeline and future acquisition investment opportunities. The stronger ratings improve both the availability of capital, in terms of amount and tenor and reduce the cost at which it can be secured.

Further upgrades of GPT’s credit ratings may occur if the following is achieved:

Continued progress in the sale of non-core assets, without contingent liabilities;
Evidence of refinancing in part, the Euro Syndicated Tranche A&B A$1.6 billion facility (drawn A$1.5 billion) maturing 26 October 2010;
Continued GPT commitment to GPT’s business strategy and financial policies;
Improvement in credit metrics as the cost of debt capital reduces; and
Domestic portfolio performs in line with expectations.

160

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

29. Capital and financial risk management disclosures (continued)

(b) Financial risk management

The financial risks that result from GPT’s activities are credit risk, liquidity risk, refinancing risk and market risk (interest rate and foreign exchange). GPT manages its exposures to these key financial risks in accordance with its treasury policy and focuses on mitigating the impact of volatility in financial markets.

GPT’s ARMC approved a revised treasury policy on 17 December 2009 with immediate effect. The revised treasury policy changes and enhances the previous policy as follows:

Incorporates new cash management, liquidity and borrowing, corporate guarantees, treasury operations and related party policies;
Enhances interest rate risk management and limits types of authorised derivative instruments, being the use of options; and
Increases reporting, compliance and breach escalation.

The revised treasury policy matches GPT’s simplified business strategy and lower appetite for risk. Forecast interest expense and financial instruments mark to market asset/liability positions will be significantly less volatile as GPT transition the interest rate hedge positions to meet the requirements of the revised treasury policy.

Comprehensive quarterly treasury reporting is required, which measures and details the management of treasury risks. Included throughout the treasury policy are prescribed stress tests to assist GPT in understanding its sensitivities to the following:

Increases and decreases in interest rates and foreign exchange rates;
Impact of changes in interest rates on GPT’s hedge coverage and hedge duration;
Adverse changes in business flows (including available credit) and the impact on liquidity headroom; and
Credit metrics and potential impacts on GPT’s credit ratings.

(c) Credit risk

Credit risk is the risk that a contracting entity will not complete its obligations under a contractual agreement, resulting in a financial loss to GPT. The GPT Consolidated and Parent entity’s have exposure to credit risk on all financial assets included in their statements of financial position.

GPT manages this risk by:

establishing credit limits for customers and financial institutions to ensure that GPT only trades and invests with approved counterparties to enable it to manage its exposure to individual entities;
investing and transacting derivatives with multiple counterparties that have a long term credit rating of A (or its equivalent) from S&P, Moody’s or Fitch;
providing loans as an investment into joint ventures, associates and third parties where it is comfortable with the underlying property exposure within that entity;
regularly monitoring loans and receivables balances on an ongoing basis;
regularly monitoring the performance of its associates, joint ventures and third parties on an ongoing basis; and
obtaining collateral as security (where appropriate). Security is normally held through bank guarantees.

Receivables are reviewed regularly during the year. Provision for Doubtful Debts is made where collection is deemed uncertain. Part of GPT’s policy is to hold collateral as security over tenants via bank guarantees (or less frequently used collateral such as bond deposits or cash).

The maximum exposure to credit risk as at 31 December 2009 is the carrying amounts of financial assets recognised in the Statement of Financial Position of the Consolidated entity and Parent entity.

GPT has significant loans and receivables with related parties being joint ventures and associates. A number of these loans and receivables have been further impaired in the current year as a result of the impact from the global financial crisis on the underlying asset values. Total impairments of loans and receivables at 31 December 2009 was $1,931.8 million (2008: $893.0 million) in the Consolidated entity and $2,066.2 million (2008: $957.4 million) in the Parent entity.

Other than the above, there were no significant financial assets that were past due as at 31 December 2009 and 31 December 2008. Additionally, there are no other significant financial assets that would otherwise be past due or impaired if relevant terms have not been renegotiated. GPT consistently monitor the credit quality of all financial assets in order to identify any future potential adverse changes in the credit quality.

161

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

29. Capital and financial risk management disclosures (continued)

(c) Credit risk (continued)

The table below shows the aging analysis of loans and receivables and the financial assets that are determined to be impaired in both the Consolidated entity and Parent entity:

Consolidated entity

Receivables Impairment of receivables Current loans Impairment Non current loans and receivables Impairment Total loans and receivables	31 December 2009 Not Due 2009 $M 0-30 days 2009 $M 31-60 days 2009 $M 61-90 days 2009 $M 90+ days 2009 $M Total 2009 $M - 57.3 0.6 - 2.8 60.7 Receivables - - - - (0.6) (0.6) Impairment of receivables 21.1 - - - - 21.1 Current loans (21.1) - - - - (21.1) Impairment 1,998.4 - - - - 1,998.4 Non current loans and receivables (1,910.7) - - - - (1,910.7) Impairment 87.7 57.3 0.6 - 2.2 147.8 Total loans and receivables	31 December 2008 Not Due 2008 $M 0-30 days 2008 $M 31-60 days 2008 $M 61-90 days 2008 $M 90+ days 2008 $M Total 2008 $M
		- 149.4 3.1 3.6 60.0 216.1 - - - - (1.5) (1.5) 68.0 - - - - 68.0 (21.1) - - - - (21.1) 2,180.4 - - - - 2,180.4 (871.9) - - - - (871.9)
		1,355.4 149.4 3.1 3.6 58.5 1,570.0

Parent Entity

Receivables Impairment of receivables Current loans Impairment Non current loans and receivables Impairment Total loans and receivables	31 December 2009 Not Due 2009 $M 0-30 days 2009 $M 31-60 days 2009 $M 61-90 days 2009 $M 90+ days 2009 $M Total 2009 $M - 87.3 0.1 - 0.3 87.7 Receivables - - - - (0.1) (0.1) Impairment of receivables 311.3 - - - - 311.3 Current loans (255.6) - - - - (255.6) Impairment 1,822.4 - - - - 1,822.4 Non current loans and receivables (1,810.6) - - - - (1,810.6) Impairment 67.5 87.3 0.1 - 0.2 155.1 Total loans and receivables	31 December 2008 Not Due 2008 $M 0-30 days 2008 $M 31-60 days 2008 $M 61-90 days 2008 $M 90+ days 2008 $M Total 2008 $M
		- 131.6 - - 41.1 172.7 - - - - - - 400.0 - - - - 400.0 (183.0) - - - - (183.0) 1,721.9 - - - - 1,721.9 (774.4) - - - - (774.4)
		1,164.5 131.6 - - 41.1 1,337.2

(d) Liquidity risk

Liquidity risk includes the risk that GPT, as a result of its operations:

will not have sufficient funds to settle a transaction on the due date;
will be forced to sell financial assets at a value which is less than what they are worth; or
may be unable to settle or recover a financial asset at all.

Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities (refer to note 17), the ability to close out market positions, and the option to raise funds through the issue of new stapled securities or DRP, as discussed in note 19(a)(i) and (ii).

162

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

29. Capital and financial risk management disclosures (continued)

(d) Liquidity risk (continued)

GPT’s main liquidity risk besides meeting daily working capital requirements is its ability to refinance its current borrowings. The table below shows an analysis of the undiscounted contractual maturities of liabilities and capital expenditure commitments which forms part of GPT’s assessment of liquidity risk.

Consolidated entity

Consolidated entity
Liabilities Non-Derivatives Payables Borrowings Forecast interest cost borrowings Capital commitments Derivatives Forecast interest cost derivatives Forecast payments forward exchange contracts Total Liabilities Less Cash Total*	31 December 2009	31 December 2008
	1 Year or less Over 1 year to 2 years Over 2 years to 5 years Over 5 years Total	1 Year or less Over 1 year to 2 years Over 2 years to 5 years Over 5 years Total
	$M $M $M $M $M	$M $M $M $M $M
	181.3 - - - 181.3 1,699.9 96.8 302.0 85.0 2,183.7 100.5 28.5 41.4 49.2 219.6 396.9 117.9 21.5 11.8 548.1	284.0 - - - 284.0 216.4 2,101.7 2,279.9 415.3 5,013.3 207.4 161.2 256.8 193.6 819.0 369.6 262.8 146.4 - 778.8
	2,378.6 243.2 364.9 146.0 3,132.7 13.4 6.7 9.0 4.2 33.3 - - - - -	1,077.4 2,525.7 2,683.1 608.9 6,895.1 59.6 90.4 138.9 80.0 368.9 7.6 1.9 6.1 0.7 16.3
	13.4 6.7 9.0 4.2 33.3	67.2 92.3 145.0 80.7 385.2
	2,392.0 249.9 373.9 150.2 3,166.0	1,144.6 2,618.0 2,828.1 689.6 7,280.3
	40.3 - - - 40.3	961.9 - - - 961.9
	2,351.7 249.9 373.9 150.2 3,125.7	182.8 2,618.0 2,828.1 689.6 6,318.4

Parent entity

Parent entity
Liabilities Non-Derivatives Payables Borrowings Forecast interest cost borrowings Capital commitments Derivatives Forecast interest cost derivatives Forecast payments forward exchange contracts Total Liabilities Less Cash Total*	31 December 2009	31 December 2008
	1 Year or less Over 1 year to 2 years Over 2 years to 5 years Over 5 years Total	1 Year or less Over 1 year to 2 years Over 2 years to 5 years Over 5 years Total
	$M $M $M $M $M	$M $M $M $M $M
	664.8 - - - 664.8 1,699.9 19.8 302.0 85.0 2,106.7 100.5 28.5 41.4 49.2 219.6 297.2 59.5 1.5 - 358.2	317.6 - - - 317.6 173.8 2,101.7 2,204.0 84.7 4,564.2 191.8 147.6 215.3 166.8 721.5 225.0 254.1 62.8 - 541.9
	2,762.4 107.8 344.9 134.2 3,349.3 13.4 6.7 9.0 4.2 33.3 - - - - -	908.2 2,503.4 2,482.1 251.5 6,145.2 54.8 84.9 120.1 68.4 328.2 7.6 1.9 6.1 0.7 16.3
	13.4 6.7 9.0 4.2 33.3	62.4 86.8 126.2 69.1 344.5
	2,775.8 114.5 353.9 138.4 3,382.6	970.6 2,590.2 2,608.3 320.6 6,489.7
	17.8 - - - 17.8	871.1 - - - 871.1
	2,758.0 114.5 353.9 138.4 3,364.8	99.5 2,590.2 2,608.3 320.6 5,618.6

The contractual maturities of borrowings differ from note 17 as borrowings associated with the warehoused property investments have been reclassified to their contractual maturities.

** Forecast is based on the likely outcome of contracts given the interest rates, margins, forecast exchange rates and interest rate forward curve as at 31 December 2009 up until the contractual maturity of the contract. The forecast is based on future non- discounted cash flows and does not ascribe any value to optionality on any instrument which may be included in the current market values shown in note 10.

As shown in the table above, there is $1.7 billion in borrowings due within 1 year. Of this amount, $1.5 billion is tranche A&B of the Euro multi-option syndicated facility which is due in October 2010. Tranche C $1.6 billion of the Euro multi-option syndicated facility, is drawn to $90 million as at 31 December 2009. This tranche C and other undrawn debt liquidity totalling $2.5 billion is sufficient headroom to repay all current maturing debt over the next three years up to the end of 2012. In addition, GPT has been proactively refinancing the tranche A & B loan maturity by agreeing terms on three new bilateral loan agreements in December 2009, which total $600 million.

163

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

29. Capital and financial risk management disclosures (continued)

(d) Liquidity risk (continued)

The recently revised treasury policy ensures the continuity of undrawn committed debt facilities, by requiring debt maturity concentration risk to be minimised as follows:

Debt expiry no greater than 20% of total forecast debt;
Maximum $1 billion maturing debt in forward rolling twelve month periods; and
Minimum weighted average tenor target of four years.

(e) Refinancing risk

Refinancing risk is the risk that credit is unavailable or available at unfavourable interest rates and credit market conditions result in an unacceptable increase in GPT’s credit margins and interest cost. Refinancing risk arises when GPT is required to obtain debt to fund existing and new debt positions.

GPT is exposed to refinancing risks arising from the availability of finance as well as the interest rates and credit margins at which financing is available. GPT manages this risk by spreading maturities of borrowings in order to minimise debt concentration risk, allowing to both average credit margins over time and reduce refinance amounts.

The revised GPT treasury policy further enhances refinancing risk by applying standards to all GPT borrowing facilities, in order to control GPT’s debt obligations, including the risk of cross default in associates or joint ventures. The objective of the borrowing policy is to maximise GPT borrowing capacity from global sources with the least amount of borrowing restrictions in terms of covenants and at the minimum cost.

(f) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

(i) Interest rate risk contracts – loan receivables

The income and the associated operating cash flows of GPT’s assets are substantially independent of changes in market interest rates. GPT’s loans are primarily provided at arms length fixed rates with periodic reset clauses to investments in joint ventures and associates, as a means of obtaining an underlying property exposure. Loans are also provided to associates on a long term basis where all investors contribute to the associate in the same debt and equity ratio. Refer to note 8 for terms and interest rates.

Please refer to credit risk section (c) which notes a number of the loans provided by GPT have been impaired.

(ii) Interest rate risk contracts – borrowings

GPT’s primary interest rate risk arises from long term borrowings. Borrowings issued at floating rates expose GPT to cash flow interest rate risk. Borrowings issued at fixed rates expose GPT to fair value interest rate risk.

GPT manages the cash flow effect of interest rate risk by entering into interest rate swap agreements that are used to convert floating interest rate borrowings to fixed interest rates. Such interest rate swaps are entered into with the objective of hedging the risk of interest rate fluctuations in respect of underlying borrowings. Under the interest rate swaps, GPT agrees with other parties to exchange, at specified intervals (mainly quarterly), the difference between fixed contract rates and floating rate interest amounts calculated by reference to the agreed notional principal amounts.

GPT had entered into interest rate swap agreements that are used to convert fixed interest rate debt to floating. Such interest rate swaps were entered into to give GPT the flexibility to utilise existing hedge positions.

Some of GPT’s interest rate swaps have embedded options, such as knock-outs, caps, collars and callable options. The options lower GPT’s cost of borrowings in exchange for some risk of the interest rate swap ceasing to be a hedge. Under certain interest rate swaps the fixed contract rate is indexed by CPI. The CPI indexed cost of borrowings is a natural hedge against anticipated CPI indexed rental revenue.

Interest rate swap contracts have been recorded on the Statement of Financial Position at their fair value in accordance with AASB 139 Financial Instruments: Recognition and Measurement. The AIFRS documentation, designation and effectiveness requirements cannot be met in all circumstances, as a result derivatives do not qualify for hedge accounting and are recorded at fair value through the Statement of Comprehensive Income. Refer accounting policy at note 1(x).

164

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

29. Capital and financial risk management disclosures (continued)

(f) Interest rate risk (continued)

(ii) Interest rate risk contracts – borrowings (continued)

The following table provides (in each currency) a summary of GPT’s gross interest rate risk exposure on interest bearing borrowings together with the net effect of interest rate risk management transactions which have been entered into to manage these exposures.

Australian Dollar Fixed rate interest-bearing borrowings Floating rate interest-bearing borrowings Average Rate (%) Euro Fixed rate interest-bearing borrowings Floating rate interest-bearing borrowings Average Rate (%) US Dollar Fixed rate interest-bearing borrowings Floating rate interest-bearing borrowings Average Rate (%) Danish Kroner Fixed rate interest-bearing borrowings Floating rate interest-bearing borrowings Average Rate (%) Swedish Kroner Fixed rate interest-bearing borrowings Floating rate interest-bearing borrowings Average Rate (%)	Gross exposure (before the effect of derivatives) Net exposure (after the effect of derivatives)
	2009 $M 2008 $M 2009 $M 2008 $M
	385.0 459.7 1,312.0 1,216.7 1,653.8 867.0 726.8 110.0
	2,038.8 1,326.7 2,038.8 1,326.7
	7.20% 7.50% - - - 1,038.7 - 1,279.3 - 240.6
	- 1,279.3 - 1,279.3
	- 4.30% - 72.0 - 682.0 130.0 677.4 130.0 67.4
	130.0 749.4 130.0 749.4
	1.46% 4.60% - - - 124.5 - 124.5 - -
	- 124.5 - 124.5
	- 4.70% - - - 35.0 - 35.0 - -
	- 35.0 - 35.0
	- 4.70%

The average rate depicted in the table above represents the cost of funds for that currency. At balance date, the fair value of interest rate derivatives were an asset of $4.4 million (2008: $43.5 million) and a liability of $100.0 million (2008: $764.4 million) as disclosed in note 10. In the year ended 31 December 2009, the gain in the Statement of Comprehensive Income from the decrease in fair value of the net liability during the year is $365.0 million (2008: loss $706.7 million).

(iii) Interest rate risk – sensitivity analysis

Sensitivity on interest expense

The impact on unhedged interest expense of a 50 basis point increase or decrease in market interest rates is shown below. Interest expense is sensitive to movements in market interest rates on floating rate debt, which is not hedged by derivatives.

Sensitivity on changes in fair value of interest rate swaps

The impact of changes in the fair value of interest rate swaps for a 50 basis points increase or decrease in market interest rates is shown below. The sensitivity on the fair value arises from the impact that changes in market rates will have on the mark-to-market valuation of the interest rate swaps. The fair value of interest rate swaps is calculated as the present value of estimated future cash flows for each derivative, based on the forward market interest rate curve. Gains or losses arising from changes in the fair value are reflected in the Statement of Comprehensive Income, as GPT do not apply hedge accounting, even though an economic hedge exists.

Consolidated and Parent entity

Consolidated and Parent entity
	Consolidated	entity	Parent	entity
	2009	2008	2009	2008
	(+/-)$M	(+/-)$M	(+/-)$M	(+/-)$M
Sensitivity on interest expense	4.3	3.7	4.3	3.7
Sensitivity on change in fair value of interest rate swaps	22.8	40.5	22.8	40.5

165

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

29. Capital and financial risk management disclosures (continued)

(g) Foreign exchange risk

Foreign exchange risk refers to the risk that the value of a financial commitment, recognised asset or liability will fluctuate due to changes in foreign currency rates. GPT’s foreign exchange risk arises primarily from:

borrowings denominated in foreign currencies;
firm commitments of highly probable forecast transactions for receipts and payments settled in foreign currencies or with prices dependent on foreign currencies; and
investments in foreign operations.

(i) Foreign currency assets and liabilities

GPT traditionally managed its foreign exchange risk for its assets and liabilities denominated in foreign currency by borrowing in the same functional currency of its investment to form a natural economic hedge against any foreign currency fluctuations. GPT’s policy was not to hedge unrealised fair value increases/decreases which may have occurred in its foreign currency assets.

For accounting purposes, net foreign operations and interests in the joint ventures and associates are revalued at the end of each reporting period with the fair value movement reflected in equity as a movement in the foreign currency translation reserve. The interests in joint ventures and associates are then equity accounted to reflect the underlying net assets of the entities with changes reflected in the Statement of Comprehensive Income as share of after tax profits of associates and joint ventures, refer accounting policy note 1(e)(iii).

The loans to the joint ventures are re-valued at the end of each reporting period with the fair value movement reflected in equity as a movement in the foreign currency translation reserve. Borrowings are re-valued at the end of each reporting period with the fair value movement reflected in the Statement of Comprehensive Income as exchange gains or losses on foreign currency borrowings, refer accounting policy note 1(e)(ii).

The following table shows the Australian dollar equivalents of GPT’s investments denominated in foreign currencies.

Consolidated entity

Euros 2009 A$M 2008 A$M	Euros 2009 A$M 2008 A$M	United States Dollars 2009 A$M 2008 A$M	United States Dollars 2009 A$M 2008 A$M	Danish Kroner 2009 A$M 2008 A$M	Danish Kroner 2009 A$M 2008 A$M	Swedish Kroner 2009 A$M 2008 A$M	Swedish Kroner 2009 A$M 2008 A$M	New Zealand Dollars 2009 A$M 2008 A$M	New Zealand Dollars 2009 A$M 2008 A$M
1.6 - - 0.8 - -	35.5 229.2 58.9 1,056.7 - -	1.4 - 79.2 73.2 - -	46.7 116.0 109.3 370.2 - -	- - - - - -	3.0 37.2 - - - -	0.1 - - - - -	0.9 64.3 - - - 4.3	0.3 - - - - -	0.8 - - 24.4 - -
2.4	1,380.3	153.8	642.2	-	40.2	0.1	69.5	0.3	25.2
- 4.7 -	2,534.5 52.4 -	144.9 2.8 -	1,061.4 7.7 -	- - -	32.8 - -	- - -	6.4 - -	- - -	52.7 - -
4.7	2,586.9	147.7	1,069.1	-	32.8	-	6.4	-	52.7
(2.3)	(1,206.6)	6.1	(426.9)	-	7.4	0.1	63.1	0.3	(27.5)

Euros 2009 A$M 2008 A$M	Euros 2009 A$M 2008 A$M	United States Dollars 2009 A$M 2008 A$M	United States Dollars 2009 A$M 2008 A$M	Danish Kroner 2009 A$M 2008 A$M	Danish Kroner 2009 A$M 2008 A$M	Swedish Kroner 2009 A$M 2008 A$M	Swedish Kroner 2009 A$M 2008 A$M	New Zealand Dollars 2009 A$M 2008 A$M	New Zealand Dollars 2009 A$M 2008 A$M
0.8 70.8	14.9 1,135.1	1.2 -	38.8 0.2	- -	- -	0.1 -	- 35.1	0.3 -	0.8 -
71.6	1,150.0	1.2	39.0	-	-	0.1	35.1	0.3	0.8
- -	2,340.5 -	144.9 -	921.3 -	- -	- -	- -	- 4.3	- -	52.7 -
-	2,340.5	144.9	921.3	-	-	-	4.3	-	52.7
71.6	(1,190.5)	(143.7)	(882.3)	-	-	0.1	30.8	0.3	(51.9)

166

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

29. Capital and financial risk management disclosures (continued)

(g) Foreign exchange risk (continued)

(ii) Forward exchange contracts to hedge net foreign cash flows

GPT manages the foreign exchange risk of income (net of funding costs) derived from its foreign operations and investments in joint ventures and associates by entering into forward foreign exchange contracts. These contracts may be simple forward agreements or may involve contracts with market triggers (such as knock outs).

Contracts are entered into based on forecast distributions from the entities for the ensuing financial years. The contracts are timed to mature at the end of each quarter when the distribution is expected to be received from the entities. Contracts are deferred or closed out where distributions are deferred.

Management has completed its review of its forecast net foreign income and borrowings and has terminated all existing foreign currency derivative contracts apart from a USD$130 million interest rate swap as discussed in note 29(a).

At 31 December 2009 there are no forward exchange contracts. A comparison with 31 December 2008 is set out in the following table.

Consolidated and Parent entity

Consolidated and Parent entity
EURO/AUD Contracts Maturity Less than 1 year 1 - 2 years 2 - 3 years 3 - 4 years 4 - 5 years Over 5 years Total USD/AUD Contracts Maturity Less than 1 year 1 - 2 years 2 - 3 years 3 - 4 years 4 - 5 years Over 5 years Total EURO/SEK Contracts Maturity Less than 1 year Total	Buy Australian Dollars	Sell Euro	Average exchange rate
	2009 $M 2008 $M 2009 $M 2008 $M 2009 2008
	- 94.9 - 52.7 - 0.5548 - 128.8 - 71.3 - 0.5535 - 145.4 - 80.7 - 0.5547 - 123.3 - 67.7 - 0.5488 - 65.7 - 35.7 - 0.5434 - 102.6 - 55.8 - 0.5438 - 660.7 - 363.9
	Buy Australian Dollars	Sell Euro	Average exchange rate
	2009 $M 2008 $M 2009 $M 2008 $M 2009 2008
	- 6.9 - 4.9 - 0.7060 - 7.6 - 5.3 - 0.7018 - 3.7 - 2.7 - 0.7346 - - - - - - - - - - - - - - - - - - - 18.2 - 12.9
	Buy SEK	Sell Euro	Average exchange rate
	2009 $M 2008 $M 2009 $M 2008 $M 2009 2008
	- 19.1 - 185.7 - 9.7260 - 19.1 - 185.7

At 31 December 2009 the fair value of forward exchange contracts for Statement of Financial Position and net cash flow hedging were an asset of nil (2008: $4.3 million) and a liability of nil (2008: $119.7 million). In the year ended 31 December 2009, the gain in the Statement of Comprehensive Income from the decrease in fair value of the net assets and liabilities is $91.5 million (2008: loss $102.3 million).

(iii) Equity and cash flow at risk analysis

GPT monitors the impact of adverse or favourable movements in foreign exchange rates and the impact this may have on its capital management and cash flow. Adverse versus favourable movements are determined relative to the underlying exposure.

As a result of management’s decision to terminate all remaining foreign currency hedges, GPT has a remaining USD natural economic foreign hedge position. The fair value of USD investments is matched with USD borrowings outstanding totalling USD$130 million. If USD investments were to be disposed, GPT expect the proceeds to be received in USD, which would fully meet GPT’s USD debt outstanding, resulting in substantially no USD proceeds being expected to be received in Australia. With a net nil USD exposure on a relative small investment amount, a quantitative sensitivity analysis is not required.

167

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2009 – THE GPT GROUP

29. Capital and financial risk management disclosures (continued)

(h) Fair value

As of 1 January 2009, GPT has adopted the amendment to AASB 7 Financial Instruments: Disclosures which requires the classification of fair value measurements into the following hierarchy:

(a) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
(b) inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and
(c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).

The following table presents the Consolidated and Parent entity’s assets and liabilities measured and recognised as at fair value at 31 December 2009. Comparative information has not been provided as permitted by the transitional provisions of the new amendments.

Consolidated entity

Consolidated entity
Current Derivative assets Derivative liabilities Interest Rate Swaps Interest Rate Options Total Current Non-Current Derivative assets Interest Rate Swaps Derivative liabilities Interest Rate Swaps Interest Rate Options Total Non-Current Parent entity Current Derivative assets Derivative liabilities Interest Rate Swaps Interest Rate Options Total Current Non-Current Derivative assets Interest Rate Swaps Derivative liabilities Interest Rate Swaps Interest Rate Options Total Non-Current	Level 1 31 Dec 09 $M Level 2 31 Dec 09 $M Level 3 31 Dec 09 $M Total 31 Dec 09 $M
	- - - - - (0.4) - (0.4) - - (1.1) (1.1)
	- (0.4) (1.1) (1.5)
	- (0.4) (1.1) (1.5)
	- 0.6 3.8 4.4 - (31.3) (31.4) (62.7) - - (35.8) (35.8)
	- (31.3) (67.2) (98.5)
	- (30.7) (63.4) (94.1)
	Level 1 31 Dec 09 $M Level 2 31 Dec 09 $M Level 3 31 Dec 09 $M Total 31 Dec 09 $M
	- - - - - (0.4) - (0.4) - - (1.1) (1.1)
	- (0.4) (1.1) (1.5)
	- (0.4) (1.1) (1.5)
	- 0.6 3.8 4.4 - (31.3) (31.4) (62.7) - - (35.8) (35.8)
	- (31.3) (67.2) (98.5)
	- (30.7) (63.4) (94.1)

168

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

29. Capital and financial risk management disclosures (continued)

(h) Fair value (continued)

GPT holds no level 1 derivatives. Level 2 derivatives that GPT has at 31 December 2009 include Float to Float, Fixed to Float, Knock Out and Vanilla derivatives. Level 3 derivatives that GPT has at 31 December 2009 include Sold Receiver Option, Extendible, Callable and CPI derivatives. These differ to the level 2 derivatives as the banks will use their own proprietary assumptions to determine whether to exercise any options or not, which are not observable, rather than the triggers being based primarily on the forward market curve.

Given the complex nature of these instruments and various assumptions that are used in calculating the MTM values, GPT relies on the counterparties’ valuations for derivative values. The counterparties’ valuation methodologies are usually based on mid-market rates and are calculated using four main variables which includes the yield curve, time, volatility and the level of derivative related to the yield curve.

The fair value of GPT’s derivatives has been determined as follows:

forward foreign exchange contracts – fair valued using quoted forward exchange rates at reporting date
Interest rate swaps - fair valued by discounting the present value of the estimated future cash flows based on the forward price curve of interest rates
Fair value of all derivative contracts has been confirmed with counterparties.

GPT executes all instruments at fair value and therefore has no significant day one gains or losses on any financial instruments.

The following table is a reconciliation of the movements in derivatives classified as Level 3 for the year ended 31 December 2009. Comparative information has not been provided as permitted by the transitional provisions of the new rules. Amounts represented as ‘fair value movement through profit and loss – no longer held’ reflect the movement in value of the derivatives from the beginning of the financial year to the date of settlement/ termination.

Consolidated entity

Consolidated entity
Opening balance 31 December 2008 Fair value movement through profit and loss - Still held - No longer held Purchases Sales Issues Settlements Terminations Transfers out of level 3 Transfers into level 3 Closing balance 31 December 2009	Derivative Assets 31 Dec 09 $M Derivative Liabilities 31 Dec 09 $M Total 31 Dec 09 $M
	27.0 (751.6) (724.6) - (23.2) 117.8 94.6 - 293.5 293.5 - - - - - - - 35.0 35.0 - - - - 237.0 237.0 - - - - - -
	3.8 (68.3) (64.5)

Parent entity

Opening balance 31 December 2008 Fair value movement through profit and loss - Still held - No longer held Purchases Sales Issues Settlements Terminations Transfers out of level 3 Transfers into level 3 Closing balance 31 December 2009	Derivative Assets 31 Dec 09 $M Derivative Liabilities 31 Dec 09 $M Total 31 Dec 09 $M
	27.0 (751.6) (724.6) - (23.2) 117.8 94.6 - 293.5 293.5 - - - - - - - 35.0 35.0 - - - - 237.0 237.0 - - - - - -
	3.8 (68.3) (64.5)

169

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2009 – THE GPT GROUP

30. Auditors’ remuneration

During the financial year the following amounts were paid or payable for services provided by the auditor of the Trust, PricewaterhouseCoopers, or any other entity in the Consolidated entity and its related parties:

	Consolidated entity Parent entity 31 Dec 09 $’000 31 Dec 08 $’000 31 Dec 09 $’000 31 Dec 08 $’000
Audit services PricewaterhouseCoopers Australia Statutory audit and review of financial reports Affiliates of PricewaterhouseCoopers Australian firm including overseas firms Audit and review of financial reports and other statutory audit work Total remuneration for audit services Other assurance services PricewaterhouseCoopers Australia firm Regulatory and contractually required audits Due diligence services Other services Affiliates of PricewaterhouseCoopers Australian firm including overseas firms Due diligence services Total remuneration for other assurance services Total remuneration for audit and assurance services Non audit related services PricewaterhouseCoopers Australia firm Taxation services Affiliates of PricewaterhouseCoopers Australian firm including overseas firms Taxation services Total remuneration for non audit and related services Total auditor’s remuneration 31. Net tangible asset backing	1,692.0 2,241.6 1,144.8 1,530.6 361.1 443.6 - -
	2,053.1 2,685.2 1,144.8 1,530.6
	141.0 103.0 - - 1,042.0 1,100.0 1,042.0 1,100.0 - 267.7 - - - 135.4 - -
	1,183.0 1,606.1 1,042.0 1,100.0
	3,236.1 4,291.3 2,186.8 2,630.6
	- 48.7 - - 39.2 87.4 - -
	39.2 136.1 - -
	3,275.3 4,427.4 2,186.8 2,630.6
	Consolidated entity 31 Dec 09 $ 31 Dec 08 $
Net tangible asset backing per stapled security/unit	0.69 1.43

Net tangible asset backing per security is calculated by dividing the sum of net assets less intangible assets by the total number of potential stapled securities, assuming the conversion of the exchangeable securities at an exchange price of $0.7766 (Dec 08: $0.9628).

32. Events subsequent to reporting date

Declaration of December quarter distribution

On 22 February 2010, a distribution of 1.0 cents per stapled security ($92.8 million) was declared for the quarter ended 31 December 2009 (refer to note 3(a)(ii)).

170

DIRECTORS’ DECLARATION For the year ended 31 December 2009 – THE GPT GROUP

In the directors of the Responsible Entity’s opinion:

(a) the financial statements and notes set out on pages 91 to 170 are in accordance with the Corporations Act 2001, including:
complying with the Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
giving a true and fair view of the Trust’s and GPT Group’s financial position as at 31 December 2009 and of their performance for the financial year ended on that date; 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.

The directors have been given the declarations by the chief executive officer and chief financial officer as required by Section 295A of the Corporations Act 2001.

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

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Ken Moss Chairman GPT RE Limited Sydney 22 February 2010

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Michael Cameron Managing and Executive Director

171

THE GPT GROUP ANNUAL REPORT 2009

INDEPENDENT AUDIT REPORT

For the year ended 31 December 2009 – THE GPT GROUP

PricewaterhouseCoopers ABN 52 780 433 757

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Independent auditor’s report to the unitholders of General Property Trust

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Report on the financial report

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Directors’ responsibility for the financial report

�� Corporations Act 2001 �� Presentation of Financial Statements ��

Auditor’s responsibility

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172

INDEPENDENT AUDIT REPORT For the year ended 31 December 2009 – THE GPT GROUP

Independent auditor’s report to the unitholders of General Property Trust (continued)

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Independence

�� Corporations Act 2001.

Auditor’s opinion

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Report on the Remuneration Report

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Auditor’s opinion

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173

THE GPT GROUP ANNUAL REPORT 2009

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FINANCIAL REPORTS

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174
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ANNUAL FINANCIAL REPORT

For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

Directors’ Report	176
Auditors’ Independence Declaration	204
Financial Report
Consolidated Statements of Comprehensive Income	205
Consolidated Statements of Financial Position	206
Consolidated Statements of Changes in Equity	207
Consolidated Statements of Cash Flow	208
Notes to the Financial Statements
1. Basis of preparation of concise financial report	209
2. Segment reporting	209
3. Dividends paid and payable	213
4. Earnings/(loss) per share	214
5. Non-current assets held for sale, discontinued operations and disposals	215
6. Retained profits/(accumulated losses)	218
7. Auditors’ remuneration	219
8. Events subsequent to reporting date	219
Directors’ Declaration	220
Independent Audit Report	221

This concise financial report covers both GPT Management Holdings Limited as an individual entity and the consolidated entity consisting of GPT Management Holdings Limited and its controlled entities. The concise financial report is presented in Australian currency.

GPT Management Holdings Limited (the Company) is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is Level 52, MLC Centre, 19 Martin Place, Sydney NSW 2000.

Through our internet site, we have ensured that our corporate reporting is timely, complete and available globally at minimum cost to the Company. All press releases, financial reports and other information are available on our website: www.gpt.com.au .

175

THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

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For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
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The Directors of GPT Management Holdings Limited (the Company) present their report on the consolidated entity consisting of GPT Management Holdings Limited and its controlled entities for the year ended 31 December 2009. The consolidated entity forms part of the stapled entity, the GPT Group (GPT or the Group).

1. OPERATIONS AND ACTIVITIES

1.1 Principal Activities

GPT Management Holdings Limited is a company limited by shares, incorporated and domiciled in Australia. The registered office and principal place of business is MLC Centre, Level 52, 19 Martin Place, Sydney NSW 2000.

During the financial year, the Company announced its strategy to simplify the business and focus on high quality Australian retail, office and industrial/business park assets. As a result, the Company has divested the majority of its offshore positions with the exception of US Senior Housing and continues its program to divest non-core Australian assets.

The Company activities have changed significantly since 2008 with major changes being:

the separation of the European component of the Company’s global joint venture via an in specie dividend to GPT’s stapled securityholders;
the sale of the European funds management operation, GPT Halverton; and
the sale of the property of GPT’s hotel/tourism portfolio.

The principal activities of GPT Management Holdings Limited during the year were:

investment in income producing retail, office, industrial and business parks and senior housing properties;
development of office properties;
management and administration of the General Property Trust; and property management.

The Company operates predominantly in Australia but also in the United States of America through the US Senior Housing Portfolio.

1.2 Review of Operations

The net loss of the Company for the financial year ended 31 December 2009 should be read in conjunction with the financial statements of the GPT Group.

of the GPT Group.
	Consolidated	entity
	31 Dec 09	31 Dec 08
	$’000	$’000
Profit/(loss) from continued operations before income tax expense	(37,700)	2,898
Income tax expense	(5,900)	(19,112)
Loss from discontinued operations	(90,012)	(680,989)
Net loss for the financialyear	(133,612)	(697,203)

Financial results – portfolio/operational highlights

The financial performance and total assets by portfolio are summarised below along with commentary on each portfolio’s operational performance.

Portfolio/Segment Core Funds Management - Australia Property Management Non-core US Senior Housing Discontinued operation - Funds Management - Europe Discontinued operation - Joint Venture Discontinued operation - Hotel / Tourism Financing and corporate overheads Corporate Total	Realised Operating Income Realised Operating Income Total Assets Total Assets 2009 $000 2008 $000 2009 $000 2008 $000
	6,662 14,677 11,526 15,513 2,886 (888) 22,998 25,702 (9,175) (5,448) 3,561 13,906 (35,769) (43,980) 49,499 599,631 (1,007) (20,106) - - (19,112) (21,151) 37,871 52,696 (9,409) (7,343) 88,631 110,459
	(64,924) (84,239) 214,086 817,907

176

DIRECTORS’ REPORT

For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

1. OPERATIONS AND ACTIVITIES (continued)

1.2 Review of Operations (continued)

(a) Funds Management

Australian platform

Following completion of workplace[6] , GWOF has ownership interests in 14 assets with a value of $2.9 billion. GWSCF has ownership interests in 9 assets with a value of $2 billion.

The performance across the Funds’ assets continues to be stable, reflecting resilient retail performance and solid office occupancy of 85.9% across the Fund owned assets.

European platform

GPT’s European funds management platform consisted of GPT Halverton and an 80% interest in Hamburg Trust. In August GPT sold its interest in Hamburg Trust and in December announced the sale of GPT Halverton. Both sales were completed prior to year end.

(b) Joint Venture (with Babcock & Brown)

In August, the Company finalised its exit from the European component of its Joint Venture with Babcock & Brown by way of a dividend in specie of shares in BGP Holdings Limited to GPT stapled securityholders. The European Joint Venture comprised the Company’s ordinary equity interests in BGP Investment Sàrl, a Luxembourg based company that indirectly owns the Joint Venture’s European investments.

(c) Property Management

The property management division made a loss of $1,164,000 (Dec 2008: Loss of $5,030,000). Assets include management rights for Highpoint Shopping Centre and Norton Street Plaza.

(d) Developments

GPT retains a $2.2 billion pipeline of future development opportunities for the medium term, subject to approvals and pre-commitments.

(e) Capital Management

Capital raising

1.3 Dividends

During the year, the Company declared an In Specie Dividend in BGP Holdings Limited (formerly GPT MaltaCo 1 Limited) to GPT securityholders for €10,000 (AUD $16,000) out of current year profits.

1.4 Significant Changes in State of Affairs

Significant changes in the state of the affairs of the Company during the financial year were as follows:

Operations

The divestment of non-core assets as discussed in Section 1.2 of this Report.

Capital Management

As discussed in Section 1.2 of this Report.

 Board and Management Changes

Mr Michael Cameron was appointed as GPT’s new Chief Executive Officer and Managing Director 1 May 2009.

In December, Dr Ken Moss, who was appointed Chairman on 25 May 2009, announced his intention to step down at the 2010 Annual General Meeting. It is intended that Rob Ferguson will step in as Chairman, subject to his election at the Annual General Meeting.

In line with the needs of a simplified business as the Company concentrates on the core portfolios of Australian Retail, Office and Industrial, the Company announced in July 2009 the management departures of Kieran Pryke (Chief Financial Officer) and Neil Tobin (Head of Joint Venture) and the appointment of Michael O’Brien as Chief Financial Officer.

177

THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

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For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
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1. OPERATIONS AND ACTIVITIES (continued)

1.5 Likely Developments and Expected Results of Operations

Likely developments and commentary on the expected results of operations are included in Section 1.2 of this Report.

In addition, the Company announced its intention to undertake a 1 for 5 consolidation of the Group’s stapled securities in 2010. The two significant capital raisings over the past 14 months has resulted in over 9 billion GPT securities on issue (pre exchangeable security conversion). The consolidation of the Group’s securities on issue will be voted on at the Annual General Meeting in 2010.

Further information on likely developments and expected results of operations have not been included in this annual financial report because the Directors believe it would likely result in unreasonable prejudice to the Company.

1.6 Environmental Regulation

The Company has policies and procedures in place that are designed to ensure that where operations are subject to any particular and significant environmental regulation under a law of Australia (for example property development and property management), those obligations are identified and appropriately addressed. This includes obtaining and complying with conditions of relevant authority consents and approvals and obtaining necessary licences. The Company is not aware of any breaches of any environmental regulations under the laws of the Commonwealth of Australia or of a State or Territory of Australia and has not incurred any significant liabilities under any such environmental legislation.

The Company is also subject to the reporting requirements of both the Energy Efficiency Opportunities Act 2006 and the National Greenhouse and Energy Reporting Act 2007. The Energy Efficiency Opportunities Act 2006 requires the Company to assess its energy usage, including the identification, investigation and evaluation of energy saving opportunities, and to report publicly on the assessments undertaken, including what action the Company intends to take as a result. As required under this Act, the Company has registered with the Department of Resources, Energy and Tourism as a participant entity and reported the results from its initial assessments within the legislative deadline of 31 December 2009.

The National Greenhouse and Energy Reporting Act 2007 requires the Company to report its annual greenhouse gas emissions and energy use. The first measurement period for this Act ran from 1 July 2008 to 30 June 2009. The Company has implemented systems and processes for the collection and calculation of the data required and submitted its report to the Greenhouse and Energy data Officer within the legislative deadline of 31 October 2009.

More information about the GPT Group’s participation in the Energy Efficiency Opportunities program is available at www.gpt.com.au .

1.7 Events Subsequent to Reporting Date

The Directors are not aware of any matter or circumstance occurring since 31 December 2009 not otherwise dealt with in the financial report that has significantly or may significantly affect the operations of the Company, the results of those operations or the state of affairs of the Company in subsequent financial years.

1.8 Going Concern

The directors believe it is appropriate to present the financial statements on a going concern basis as they have received an undertaking from General Property Trust (Trust) that the Trust will provide sufficient financial assistance to the Company as and when it is needed.

178

DIRECTORS’ REPORT

For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

2. DIRECTORS AND SECRETARY

2.1 Directors

(i) Chairman - Non-Executive Director

Peter Joseph (retired 25 May 2009) Ken Moss (an existing director, was appointed Chairman on 25 May 2009)

(ii) Non-Executive Directors

Brendan Crotty (appointed 22 December 2009) Rob Ferguson (appointed 25 May 2009, Deputy Chairman) Eric Goodwin Lim Swe Guan (appointed 21 April 2009) Malcolm Latham (retired 25 May 2009) Anne McDonald Ian Martin

(iii) Executive Director

Michael Cameron (appointed 1 May 2009)

2.2 Information on Directors

Ken Moss – Chairman

Rob Ferguson – Deputy Chairman

Mr Ferguson brings to the Board a wealth of knowledge and experience in finance, investment management and property as well as corporate governance.

Mr Ferguson is a member of the Nomination and Remuneration Committee and was appointed to the Board in May 2009.

Brendan Crotty

Eric Goodwin

179

THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

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For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
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2. DIRECTORS AND SECRETARY (continued)

2.2 Information on Directors (continued)

Lim Swe Guan

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

Mr Lim is a member of the Audit and Risk Management Committee and was appointed to the Board in April 2009.

Anne McDonald

Ms McDonald is Chair of the Audit and Risk Management Committee and was appointed to the Board in August 2006.

Ian Martin

Michael Cameron

Mr Cameron joined The GPT Group as CEO and Managing Director in May 2009 and has over 30 years’ experience in Finance and Business.

Mr Cameron joined the Commonwealth Bank of Australia in 2002 as Deputy Chief Financial Officer and was appointed to the role of Group Chief Financial Officer soon after in early 2003.

Mr Cameron was Chief Financial Officer at St.George Bank Limited from mid 2007 until the sale to Westpac in December 2008.

Mr Cameron is a fellow of the Australian Institute of Chartered Accountants, a fellow of CPA Australia and a fellow of the Australian Institute of Company Directors.

James Coyne - Company Secretary

James holds a Bachelor of Arts and Bachelor of Laws (Hons) from the University of Sydney.

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2. DIRECTORS AND SECRETARY (continued)

2.3 Attendance of Directors at Board Meetings and Board Committee Meetings

The number of Board meetings, including meetings of Board Committees, held during the financial year and the number of those meetings attended by each Director is set out below:

	Board	Board	Board	Audit and Risk	Audit and Risk	Nomination and Remuneration Committee	Nomination and Remuneration Committee	Corporate Responsibility Committee	Corporate Responsibility Committee
	Number of meetings attended		Number of meetings eligible to attend	Number of meetings attended	Number of meetings eligible to attend	Number of meetings attended	Number of meetings eligible to attend	Number of meetings attended	Number of meetings eligible to attend
	Scheduled	Unscheduled
Brendan Crotty	-	-	-	-	-	-	-	-	-
Michael Cameron	5	5	10	-	-	-	-	-	-
Robert Ferguson	4	3	8	-	-	4	4	-	-
Eric Goodwin	9	8	19	8	8	-	-	1	1
Peter Joseph	4	7	11	-	-	2	2	-	-
Malcolm Latham	4	6	11	-	-	2	2	1	1
Lim Swe Guan	6	4	10	4	4	-	-	-	-
Ian Martin	9	6	19	-	-	6	6	-	-
Anne McDonald	9	9	19	8	8	-	-	-	-
Ken Moss	9	10	19	4	4	4	4	-	-

2.4 Directors’ Relevant Interests

The relevant interests of each Director in GPT stapled securities as at the date of this Report are shown below:

	Number of GPT Stapled Securities
Michael Cameron	Nil
Brendan Crotty	Nil
Rob Ferguson	1,020,409
Eric Goodwin	77,918
Lim Swe Guan	Nil
Ian Martin	230,585
Anne McDonald	47,250
Ken Moss	118,085

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2. DIRECTORS AND SECRETARY (continued)

2.5 Directors’ Directorships of Other Listed Companies

Director	Directorship of Listed Entity	Period Held
Michael	Nil	N/A
Cameron
Brendan Crotty	Brickworks Limited	Since 2008
	Trafalgar Corporate Group	2007 to 2009
	Australand PropertyGroup	1997 to 2007
Rob Ferguson	IMF (Australia) Limited	Since 2004
	PrimaryHealth Care Limited	Since 2009
Eric Goodwin	AMPCI Macquarie Infrastructure No 2 Limited as Responsible	Since 2004
	Entity of the Diversified Utility and Energy Trust No 2 (one of the
	stapled entities within the DUET Group)
Lim Swe Guan	Thakral Holdings Limited	Since 2004
Ian Martin	Argo Investments Limited	Since 2004
	Babcock & Brown Limited	2004 to 2009
Anne McDonald	Speciality Fashion Group Limited	Since 2007
	Spark Infrastructure Group	Since 2009
Ken Moss	Adsteam Marine Limited	2001 to 2007
	Macquarie Capital Alliance Group (including Macquarie Capital	2005 to 2008
	Alliance Limited and Macquarie Capital Alliance Management
	Limited)
	Boral Limited	Since 1999
	Centennial Coal CompanyLimited	Since 2000

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3. REMUNERATION REPORT

2009 Remuneration in brief

The Board is committed to clear and transparent communication of GPT’s remuneration arrangements. This section, the 2009 Remuneration In Brief, outlines the key remuneration decisions taken by GPT during the year, and discloses the actual value of remuneration paid to GPT’s senior executives. The full Remuneration Report for 2009, starting on page 13, provides more detail regarding the remuneration strategy, structures, decisions and outcomes at GPT in 2009 in accordance with statutory obligations and accounting standards.

The Board was active on a number of fronts in 2009, including:

Maintaining restraint on executive salaries commensurate with GPT’s performance and the prevailing economic conditions;
Simplifying and improving GPT’s approach to employee share schemes; and
Managing significant change and renewal of the Board and management, including the appointment of Michael Cameron as Managing Director and Chief Executive Officer with effect from 1 May 2009.

Each of these actions is outlined below and in greater detail in the Remuneration Report.

Key remuneration drivers and actions in 2009

Base Pay & Short Term Incentives

To implement a ‘freeze’ on base salaries in 2009 for all GPT employees (except for adjustments due to changes in roles and responsibilities) followed by only a modest review of 3% for 2010;
To maintain the freeze on Non-Executive Director fees for 2009 and 2010;
In 2008, GPT’s senior executives elected to forego any Short Term Incentive (STI) payment for that year. In 2009, the Board elected to restrict the 2009 STI pool to a modest level; and
In 2010, reduce the overall STI opportunity for all employees.

Employee Ownership

Long Term Incentives

Following approval of GPT security holders at the 2009 Annual General Meeting, the Board implemented a new long-term incentive (LTI) scheme.

External environment

GPT’s Nomination and Remuneration Committee comprises three non-executive directors, with the chair and a majority of members being independent;
Executives are prohibited from hedging unvested equity remuneration under GPT’s policy on personal dealing;
The 2009 Remuneration in Brief is a plain English summary outlining actual levels of remuneration received (see the table on page 184); and
Independent of management, the Board has sought advice from remuneration advisors Ernst & Young to ensure that GPT’s remuneration framework remains both competitive and compliant in what has been a rapidly changing regulatory landscape.

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3. REMUNERATION REPORT (continued)

2009 Remuneration in brief (continued)

CEO, Management and Board Transition

Remuneration outcomes for the CEO and Senior Executives

The disclosed remuneration of the CEO and Senior Executives, contained on page 199 of the Remuneration Report, is calculated in accordance with statutory obligations and accounting standards, and is theoretical. To make the information more meaningful to security holders (and in addressing the Productivity Commission’s recommendation in relation to disclosure of actual levels of executive remuneration), the following table discloses the cash and other benefits actually received by GPT’s CEO and Senior Executives during 2009 in a clear and concise way.

The cash and other benefits actually received by Senior Executives in 2009 are different to the amounts shown in the remuneration table on page 199 of the Remuneration Report. This is because the table on page 199 includes amounts in respect of a number of benefits which did not deliver value to Senior Executives in 2009. For example, it includes accounting values for current and prior years’ LTI grants which have not been and may never be realised as they are dependent on the performance hurdles being met.

Senior Executive’s Remuneration – Cash Accounting Basis

	Fixed remuneration A$’000	STI A$’000	LTI A$’000	Other1 A$’000	Total A$’000
Executives
Michael Cameron (from 1 May2009)	800.0	933.3	-	5.4	1,738.7
Donna Byrne	368.5	72.1	-	2.1	442.7
TonyCope	540.0	294.7	-	2.8	837.5
James Coyne	470.0	89.3	-	6.3	565.6
Mark Fookes	700.0	310.0	-	4.4	1,014.4
Victor Georos	450.0	173.0	-	2.4	625.4
Nicholas Harris	600.0	405.2	-	3.0	1,008.2
Jonathan Johnstone	817.9	625.0	-	2.6	1,445.5
Michael O’Brien	800.0	465.0	-	3.8	1,268.8
Phil Taylor	330.0	62.7	-	2.0	394.7
Former Executives
Richard Croft (until 14 April 2009)	177.9	-	-	171.7	349.6
Kieran Pryke (until 1 September 2009)	504.0	125.3	-	1,377.3	2,006.6
Hadyn Stephens (until 31 December 2009)	500.0	500.0	-	571.4	1,571.4
Neil Tobin (until 31 August 2009)	466.7	116.5	-	1,011.2	1,594.4

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3. REMUNERATION REPORT (continued)

3.1 Introduction

The Board presents the Remuneration Report for GPT for the year ended 31 December 2009, which forms part of the Directors Report and has been audited in accordance with the Corporations Act 2001.

Executive	Executive	Non-executive Director	Non-executive Director
Name	Position	Name	Position
Michael Cameron	Managing Director and Chief Executive Officer (appointed 1 May2009)	Ken Moss	Chairman (appointed 25 May 2009)
Donna Byrne	Head of Corporate Affairs & Communications	Brendan Crotty	Director (appointed 22 December 2009)
Tony Cope	Head of Office	Rob Ferguson	Deputy Chairman (appointed 25 May2009)
James Coyne	General Counsel/Secretary	Eric Goodwin	Director
Mark Fookes	Head of Retail	Lim Swe Guan	Director (appointed 22 April 2009)
Victor Georos	Head of Industrial & Business Parks	Ian Martin	Director
Nicholas Harris	Head of Wholesale	Anne McDonald	Director
Jonathon Johnstone	Head of Europe	Former Non-Executive Director
Michael O’Brien	Chief Financial Officer	Peter Joseph	Chairman (retired 25 May 2009)
Phil Taylor	Head of People & Culture	Malcolm Latham	Director (retired 25 May 2009)
Former Executive
Richard Croft	CEO GPTHalverton (resigned 14 April 2009)
Kieran Pryke	Chief Financial Officer (resigned 1 September 2009)
Hadyn Stephens	Head of Corporate Transactions (resigned 31 December 2009)
Neil Tobin	Head of Joint Venture (resigned 31 August 2009)

During 2009, the Nomination & Remuneration Committee (the Committee) comprised 3 Non-Executive Directors:

Ian Martin (Chairman)
Ken Moss
Rob Ferguson

The composition of the Committee changed during 2009 with former Committee members Peter Joseph and Malcolm Latham retiring at GPT’s Annual General Meeting in May 2009.

The Committee makes recommendations to the Board on:

remuneration policies (including performance management and short and long term incentive schemes) applicable to GPT employees;
the CEO’s performance and remuneration; and
remuneration policies and packages applicable to Board members.

Further information about the role and responsibility of the Committee is set out in its Charter which is available on GPT’s website (www.gpt.com.au).

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3. REMUNERATION REPORT (continued)

3.2 Key Issues and Changes for 2009

Remuneration Outcomes in an Uncertain Economy

responding to the concerns of shareholders and other stakeholders in relation to GPT’s executive remuneration structures;
demonstrating significant restraint on executive remuneration; and
preserving security holder value in the difficult economic climate.

The major changes that were made as a result of these decisions are outlined in the table below:

Change	Who is affected?	Explanation
Freeze on base (fixed) remuneration	Senior Executives and other employees	There were no increases in base (fixed) remuneration for the 2009 financial year for:  Senior Executives; and  other employees, except in exceptional circumstances or where there was a change in the role or responsibilities of the employee. Base remuneration increases for 2010 were capped at 3% for the entire business, a cost increase of $1.7 million. Michael Cameron’s base remuneration for 2010 was maintained at the 2009 level.
Freeze on Directors’ fees	Non-Executive Directors	There were no increases in fees for the 2009 financial year for Non-executive Directors. Furthermore,the fees for 2010 will not increase.
Reduction in 2009 STI pool	Senior Executives and other employees	In response to the extraordinary economic circumstances, the Board took steps to limit the STI budget with the result that – generally speaking – most employees would receive only half the STI that they may have received in more normal economic conditions.
Reduction in 2010 STI Opportunity	Senior Executives and other employees	To match GPT’s simpler business model and reduced leverage, the Board & Management decided to reduce the maximum STI levels for all employees, substantially reducing‘upside’ STIpotential in 2010.
Simplification of employee security ownership	All employees eligible for STI (excluding LTI participants)	In 2008 GPT was criticised for having too many employee security schemes. To address these concerns, in 2009, the Board took steps to terminate several schemes that the Board considered were no longer effective. The Board believes in the long term benefits to security holders of creating an ownership culture among employees and, as a result, in 2010 a basic scheme will be introduced for employees who do notparticipate in the LTI.
Additional LTI Performance Measures	CEO Senior Executives Other executives (limited to the top 25 in total)	In the 2008 Remuneration Report the Board noted its intention to implement additional performance measures into GPT’s LTI plan. Work subsequently undertaken to determine appropriate additional hurdles has been completed, and the proposed 2010 LTI will have 3 performance measures. A summary of these measures is set out on page 192, and further details will be provided in the Notice of Meeting for GPT’s 2010 AGM, where the proposed changes to the LTIplan will be subject to securityholder approval.

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3. REMUNERATION REPORT (continued)

3.2 Key Issues and Changes for 2009 (continued)

CEO Remuneration Structure and Contract Terms

On 1 May 2009, Mr Michael Cameron was appointed as GPT’s Managing Director and Chief Executive Officer.

The Board sought advice from Ernst & Young with regard to benchmarking the quantum of Mr Cameron’s package to ensure that it was:

fair in the context of market circumstances
sufficient to ensure market competitiveness; and
effectively structured between fixed and at risk remuneration components.

Details	Comments
Benchmark group for setting/reviewing remuneration	The Board benchmarks the remuneration of CEOs in businesses with comparable market capitalisation and/or revenue, but gives the greatest weight to comparable roles within the ASX A-REIT index.
Remuneration mix	In 2009, Mr Cameron’s remuneration mix was as follows (with actual amounts received pro-rated for only 8 months employment): Base: $1,200,000 STI: $0 to $1,500,000 based on performance. Half of any STI received will be deferred into equity, half of which will vest 2 years after receipt, and the other half three years after receipt, subject to ongoing employment. Further details on STI terms (including performance measures) are set out on pages 190 to 191 of this Remuneration Report. LTI: $0 to $900,000 ($1,200,000 in a full year) based on performance and continued service. Further details on LTI terms (including performance measures) are set our on pages 192 to 193 of this Remuneration Report Mr Cameron’s 2009 Total Remuneration package is less than his predecessor Mr Lyons. In 2010, the Board elected to demonstrate restraint on Mr Cameron’s Base and STI elements but decided to increase his LTI opportunity as follows: LTI: $0 to $1,800,000 In the Board’s view this adjustment to the LTI potential would result in a more optimal overall mix of rewards andprovidegreater incentive for sustainedperformance over the longer term.
Contract duration	A rolling12 month contract.
Termination entitlements	Termination entitlements vary depending on the circumstances, however any separation payment is capped at 12 months of base(fixed)remuneration.
Sign-on payment	Mr Cameron received a sign on payment equivalent to $300,000 in the form of Performance Rights that will convert to GPT securities at no cost. If Mr Cameron is still employed on 30 June 2011, 288,406 Performance Rights will vest. If Mr Cameron is still employed on 30 June 2012, a further 288,406 rights will vest. The Board felt it was important that Mr Cameron be aligned with security holder interests from the commencement of his employment, and hence offered the sign on payment. To balance the reward mix, Mr Cameron’s 2009 LTIpotential was reduced byan amount equivalent to the sign-onpayment value.

Key terms of employment agreements of other Senior Executives are contained under section 3.3 of the Remuneration Report.

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3. REMUNERATION REPORT (continued)

3.2 Key Issues and Changes for 2009 (continued)

Implementation of LTI program

Growth of funds from operations in excess of CPI
Total return in excess of through the cycle weighted average cost of capital (WACC).

As a result, to ensure that GPT’s 2010 LTI is aligned to the new strategy, the following equally weighted measures of performance will be proposed to security holders at the 2010 AGM:

Relative TSR;
Earnings per security (EPS) in excess of inflation (as measured by the Consumer Price Index); and
Total Return in excess of WACC.

Page 192 of the Remuneration Report contains details of the new LTI scheme.

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3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives

GPT’s Remuneration Strategy

The diagram below shows the key objectives of GPT’s remuneration policy for Executives and how these are implemented through our remuneration structures.

GPT’s Strategic Business Objectives

Sustainable, consistent  In the near term, achieve  In the long term, deliver a  Create and sustain investment returns that are growth in Funds from Total Return in excess of environments that enrich superior to our competition operations in excess of the GPT’s through the cycle people’s lives CPI annually from the core WACC portfolio

Total Remuneration Components

Base (Fixed) Remuneration

Short Term Incentive

Long Term Incentive

Base level of reward  Set at market median for Target  Set at market median for Target
Set at Australian market median using performance with potential to performance with potential to external benchmark data approach top quartile for Stretch approach top quartile for Stretch
Varies based on employee’s outcomes outcomes experience, skills and performance  Determined by performance against  Determined by GPT performance
External & internal relativities a mix of Financial & Non-Financial against Financial performance considered measures measures
- Determined by GPT performance against Financial performance measures
Financials include Group (Realised  Tested over a 3 year performance Operating Income) and (if applicable) period – no re-test Portfolio (Net Return to Owner)  No value derived unless GPT meets or
Non-Financial focus on execution exceeds performance measures of strategy, delivery of projects,  Delivered in equity to align corporate responsibility and shareholder and executive interests innovation objectives
Delivered in cash annually

Attract, retain, motivate and reward high calibre executives to deliver superior performance by:

Providing competitive rewards
Opportunity to achieve further incentives based on performance

Align executive rewards to GPT’s performance and security holder interests by:

Assessing incentive against multiple financial and nonfinancial business measures that are aligned with GPT strategy, with an equity component
Putting significant components of Total Remuneration at risk

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3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

Total Remuneration Mix

As depicted on page 189, GPT’s Executive remuneration is structured as a mixture of Base (fixed) remuneration and variable remuneration, through “at risk” short term incentive (STI) and long term incentive (LTI) components.

The Total Remuneration mix of components for those Executives with ongoing employment at the end of 2009 are set out in the following table.

Senior Executives	Position	Fixed Remuneration	Variable or “At	Risk” Remuneration1
		Base Pay	STI	LTI
Michael Cameron2	Chief Executive Officer	39%	39%	22%
Donna Byrne	Head of Corporate	53%	21%	26%
	Affairs &
	Communications
Tony Cope	Head of Office	50%	25%	25%
James Coyne	General Counsel/	53%	21%	26%
	Secretary
Mark Fookes	Head of Retail	50%	25%	25%
Victor Georos	Head of Industrial &	50%	25%	25%
	Business Parks
Nicholas Harris	Head of Wholesale	44%	34%	22%
Jonathan Johnstone	Head of Europe	44%	34%	22%
Michael O’Brien	Chief Financial Officer	43%	35%	22%
Phil Taylor	Head of People &	53%	21%	26%
	Culture

Base (fixed) Remuneration

What is included
in Base (fixed)
remuneration?

Base remuneration includes cash, compulsory superannuation, and any salary sacrifice items (including
Fringe Benefits Tax).

When and how is
Base remuneration
reviewed?

What market
benchmark is applied?

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3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

Short Term Incentives (STI) (variable component)

What is the STI plan?	The STI is an ‘at-risk’ incentive awarded annually in the form of cash (or a mixture of cash & GPT securities in the case of the CEO) subject to performance against agreed financial and non-financial Key Performance Indicators(KPIs).
Who participates in the STIplan?	A uniform performance management system is used across GPT. The system provides all permanent GPT employees with the opportunityto receive an STI.
Why does the Board consider the STI an appropriate incentive?	Having a component of the Total Remuneration at risk in the form of an STI creates the ability for the Board and management to align and focus employees on desired objectives and behaviours, co-ordinating effort in pursuit of the overall business strategy.
Are both target and stretch performance conditions set?	Yes. Stretch performance conditions can reward exceptional performance beyond the acceptable Target outcomes, and can motivate individuals to strive for the mutual benefit of themselves and the business.
What is the value of the STI opportunity?	The STI opportunity is expressed as a percentage of Base (fixed) remuneration, and varies depending on the overall Total Remuneration levels for particular roles, but the following table can be considered indicative of the possible ranges: Level Target Incentive Range Stretch Incentive Range CEO 100% 125% Executives 50-75% 62.5-100% General employees 12-30% 15-37.5% If a minimum or Threshold level of objective achievement is not delivered the STI could be of zero value. (In 2009, the Stretch Incentive Range could be up to 100% of the Target Incentive Range; in 2010 the Board has reduced the maximum STI incentive to 25% more than Target).
What are the performance conditions?	While all employees have a common Group financial performance condition, whether there are other additional performance conditions depends on the individual role, as does the (indicative) mix between financial and non financial measures: Level Financial Measures Non-Financial Measures CEO 70% 30% Executives 60% 40% General employees 20% 80% Financial measures are applied at the Group, Portfolio, and even Asset level. Non-Financial measures focus on execution of strategy,deliveryofprojects,corporate responsibilityand innovation objectives.
Why were these conditions chosen?	The STI performance conditions were chosen at the end of 2008 for the 2009 calendar year because at the time they were assessed by Management and the Board as the most accurate representation of GPT’s short term strategic objectives at that time. To ensure internal alignment with GPT’s business strategy, the CEO’s performance objectives are set by the Board first and are then cascaded into the business via the performance objectives of all executives and employees.
How is performance measured?	Financial and non-financial KPIs are determined at the start of each calendar year and set out in a formal performance agreement. This agreement is reviewed at the end of each calendar year for every eligible employee to determine what(if any)STI theymayreceive.
Who assesses performance against targets?	The Board assesses the performance of the CEO, who in turn assesses the performance of his direct reports among the Executive team.

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3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

Long Term Incentives (LTI) (variable component)

2009 LTI Scheme

At the May 2009 Annual General Meeting GPT stapled securityholders approved the introduction of a new Performance Rights LTI Plan (the 2009 LTI scheme) which was subsequently implemented.

What is the purpose of the LTIplan?	The purpose of the LTI plan is to align Senior Executive rewards with sustained improvement in security holder value over time.
Who participates in the LTIplan?	The CEO, Executives and a limited number of other employees. In 2009, 26 individuals participated.
Is there a limit on the number of LTIs issued?	Employee equity holdings under the LTI cannot exceed 5% of the total number of issued securities.
What is the value of the LTI opportunity?	The size of grants under the 2009 LTI is based on a percentage of the participants’ Base remuneration with the maximum (Stretch) opportunity in 2009 as follows:  for the CEO it was 100% (full year equivalent), in 2010 it will be 150%  for the Senior Executives it was 100%  for all otherparticipants it was 75%.
How is reward delivered under the LTI program?	Each grant consists of Performance Rights (Rights) to receive GPT securities for no cost. The number of Rights granted was determined by dividing GPT’s first quarter 2009 volume weighted average security price (VWAP) of 52cps into thegrant value. Rights vest subject to satisfaction ofperformance and service conditions.
Do executives pay for the LTI instruments?	No. Rights that vest convert to GPT securities at no cost to the executive.
What rights are attached to LTIs?	Rights do not carry any voting rights or receive dividends, however GPT securities allocated on the vesting of Rights carrythe same rights as anyother GPT security.
Are there restrictions on dealing with securities allocated under the LTIplan?	Yes, all GPT employees sign a policy on personal dealing (Policy) which, in addition to restrictions on insider trading, restricts dealing in GPT securities to certain trading windows. The Policy also precludes hedging or entering into any other financial derivatives in relation to unvested Rights.
What happens when an executive leaves the Company?	Broadly, unvested Rights will lapse, unless the Board in its discretion decides otherwise.
What is the performance hurdle?	In 2009 the performance hurdle was the Total Shareholder Return (TSR) performance of the GPT Group compared to the TSR performance of the individual entities that comprise the S&P ASX 200 A-REIT Index (excluding the GPT Group) at the beginning of the performance period. On a relative TSR basis, if GPT’s performance over the 2009- 2011 calendar year period is:  Below the 51stpercentile - no Rights will vest;  At the 51stpercentile - 50% of Rights will vest;  Between the 51stand 75thpercentile - there is pro-rata straight line vesting between 50% and 100% of Rights;  At or above the 75th percentile - 100% of Rights vest.
Are Rights subject to retesting if they do not vest on initial testing?	No. There is no retesting of Rights that do not vest after being first tested for satisfaction against the performance conditions at the end of the 3 year period.
Will there be any additional performance hurdles for subsequent LTI grants?	Additional performance measures for the 2010 LTI grants will be proposed to security holders at the 2010 AGM as follows:  Relative TSR;  Adjusted earnings per security (EPS) in excess of inflation (as measured by the Consumer Price Index); and  Total Return in excess of Weighted Average Cost of Capital (WACC) The Board is of the view that the additional performance measures will better align executive remuneration with GPT’s strategy and security holder interests.

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3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

Long Term Incentives (LTI) (variable component) (continued)

2009 LTI Scheme (continued)

The table below summarises the grants of Performance Rights made to Executives under the 2009 LTI scheme.

			Performance		Fair		Maximum
			Rights		Value per		Value
		LTI	Granted in		Performance	Vesting	Recognised in
Senior Executives	Position	Scheme	2009	Grant Date	Right	Date1	Future Years2
Executives
Michael Cameron	Chief Executive Officer	2009	1,730,436	30 Jun 09	$0.17	31 Dec 11	217,439
Donna Byrne	Head of Corporate	2009	711,402	30 Jun 09	$0.20	31 Dec 11	111,365
	Affairs &
	Communications
Tony Cope	Head of Office	2009	1,038,262	30 Jun 09	$0.20	31 Dec 11	162,532
James Coyne	General Counsel/	2009	903,672	30 Jun 09	$0.20	31 Dec 11	141,463
	Secretary
Mark Fookes	Head of Retail	2009	1,345,895	30 Jun 09	$0.20	31 Dec 11	210,690
Victor Georos	Head of Industrial &	2009	865,218	30 Jun 09	$0.20	31 Dec 11	135,444
	Business Parks
Nicholas Harris	Head of Wholesale	2009	1,153,624	30 Jun 09	$0.20	31 Dec 11	180,591
Jonathan Johnstone	Head of Europe	2009	961,354	30 Jun 09	$0.20	31 Dec 11	150,493
Michael O’Brien	Chief Financial Officer	2009	1,538,166	30 Jun 09	$0.20	31 Dec 11	240,789
Phil Taylor	Head of People &	2009	634,493	30 Jun 09	$0.20	31 Dec 11	99,325
	Culture
Former Executives
Kieran Pryke3	Chief Financial Officer	2009	1,442,030	30 Jun 09	$0.20	-	-
Hadyn Stephens4	Head of Corporate	2009	961,354	30 Jun 09	$0.20	-	-
	Transactions
Neil Tobin5	Head of JV	2009	1,345,895	30 Jun 09	$0.20	-	-

2 This represents the maximum value of the rights yet to be vested which have been determined by the amount of the grant date fair value that is yet to be expensed.

3 K. Pryke’s employment ended on 1 September 2009 and the Board determined that his Performance Rights lapsed.

4 H. Stephen’s employment ended on 31 December 2009 and the Board determined that his Performance Rights lapsed.

5 N. Tobin’s employment ended on 31 August 2009 and the Board determined that his Performance Rights lapsed.

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THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

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For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
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3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

Long Term Incentives (LTI) (variable component) (continued)

Pre 2009 Legacy LTI Schemes

The performance conditions and current participant positions are summarised in the tables below:

LTI Scheme	LTI Performance Measurement Period	Performance Condition	Performance Condition Hurdle	Weighting
2007	2007-2009	Growth in Earnings per GPT stapled security (EPS) measured as the percentage increase in the base earnings per GPT stapled security. EPS is the base earnings per security adjusted for significant items and other items determined by the Board and as disclosed in GPT’s Income Statement for the financial years ended 31 December 2007,2008 and 2009.	If EPS growth is below 4% on average over the three year period, no part of LTI available for this performance measure will be awarded. If EPS growth is above 4%, pro-rated awards will occur up to a stretch outcome of 6%.	50%
		Return on contributed equity (RoE) measures the total return on equity employed and takes into account both capital appreciation of the assets of GPT and cash distributions of income.	If RoE is below 8.5% on average over the three year period, no part of the LTI available for this performance measure will be awarded. If RoE is above 8.5%, pro-rated awards will occur up to a stretch outcome of 12.5%.	30%
		Performance relative to Listed Property Trust Index (LPT Index). A LPT Index award may be granted if GPT outperforms against the S&P ASX 200 Listed Property Trust Index. Due to the size of GPT within this Index, GPT and its performance is excluded for the purpose of calculating the LPT Index and its performance.	Below Index performance, no part of the total LTI available for this performance measure will be awarded. Above Index performance, pro-rated awards will occur up to the stretch outcome of 2% out performance. The Board may substitute another Index if there is a material change in the composition of the LPT Index duringthe measurementperiod.	20%
2008	2008-2010	Growth in Earnings per GPT stapled security (EPS) measured as the percentage increase in the base earnings per GPT stapled security. EPS is the base earnings per security adjusted for significant items and other items determined by the Board and as disclosed in GPT’s Income Statement for the financial years ended 31 December 2008,2009 and 2010.	If EPS growth is below 4% on average over the three year period, no part of LTI available for this performance measure will be awarded. If EPS growth is above 4%, pro-rated awards will occur up to a stretch outcome of 6%.	50%
		Return on contributed equity measures the total return on equity employed and takes into account both capital appreciation of the assets of GPT and cash distributions of income.	If RoE is below 8.5% on average over the three year period, no part of the LTI available for this performance measure will be awarded. If RoE is above 8.5%, pro-rated awards will occur up to a stretch outcome of 12.5%.	30%
		Performance relative to Listed Property Trust Index (LPT Index). A LPT Index award may be granted if GPT outperforms against the S&P ASX 200 Listed Property Trust Index. Due to the size of GPT within this Index, GPT and its performance is excluded for the purpose of calculating the LPT Index and its performance.	Below Index performance, no part of the total LTI available for this performance measure will be awarded. Above Index performance, pro-rated awards will occur up to the stretch outcome of 2% out performance. The Board may substitute another Index if there is a material change in the composition of the LPT Index duringthe measurementperiod.	20%

194

DIRECTORS’ REPORT

For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

Long Term Incentives (LTI) (variable component) (continued)

Pre 2009 Legacy LTI Schemes (continued)

			GPT	Number of
	Year of LTI Loan1	Loans granted under LTI scheme	stapled security purchase price	securities acquired under LTI scheme	2009 Opening Loan Balance2	Interest Costs3	GPT stapled secuirty price at	Total net value of employee equity at	2008 LTI Scheme award accural4	2009 Closing Loan Balance
Senior Executives					1 Jan 09	31 Dec 09	31 Dec 09	31 Dec 09	31 Dec 09	31 Dec 09
D. Byrne	2007	$138,134	$5.11	27,108	$845,950	$9,673	$0.605	($733,575)	$0	$845,950
Head of Corporate Affairs &	2006	$666,663	$4.20	158,635
Communications
T. Cope	2007	$165,568	$5.11	32,384	$1,025,453	$11,729	$0.605	($889,252)	$0	$1,025,453
Head of Office	2006	$809,998	$4.20	192,742
J. Coyne	2007	$209,302	$5.11	40,938	$817,910	$9,186	$0.605	($711,244)	$0	$817,910
General Counsel/Co.Secretary	2006	$568,888	$4.20	135,369
M. Fookes	2007	$484,347	$5.11	94,735	$1,595,071	$17,746	$0.605	($1,388,996)	$0	$1,595,071
Head of Retail	2006	$1,033,331	$4.20	245,885
V. Georos	2007	$166,519	$5.11	32,570	$973,885	$11,119	$0.605	($844,770)	$0	$973,885
Head of Industrial & Business	2006	$759,997	$4.20	180,844
Parks
N. Harris	2007	$256,742	$5.11	50,217	$1,211,868	$12,548	$0.605	($1,066,157)	$0	$1,211,868
Head of Wholesale	2006	$888,887	$4.66	190,627
J. Johnstone	2007	$218,453	$5.11	42,728	$1,023,764	$11,593	$0.605	($889,142)	$0	$1,023,764
Head of Europe	2006	$755,555	$4.20	179,787
M. O’Brien	2007	$1,301,977	$5.11	254,658	$2,664,129	$28,558	$0.605	($2,332,508)	$0	$2,664,129
CFO	2006	$1,233,333	$4.20	293,476
P. Taylor	2007	$126,625	$5.11	24,767	$562,861	$6,359	$0.605	($489,013)	$0	$562,861
Head of People & Culture	2006	$408,886	$4.20	97,296
Total		$10,193,204		2,274,766	$10,720,891	$118,511		($9,344,658)	$0	$10,720,891

2 2009 Opening Loan Balance reflects the balance of the loan less net distributions for the period 2006-2008 plus capitalised interest costs for the period 2006-2008.

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THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

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3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

Service Agreements

The terms of Michael Cameron’s contract were outlined on page 184. Set out below is a summary of the terms of the service agreements for Executives (other than the CEO) who were employed by the Group at 31 December 2009:

	D. Byrne	T. Cope	J. Coyne	M. Fookes	V.Georos	N. Harris	J. Johnstone	M. O’Brien	P. Taylor
Date of agreement	1 June 2005	1 June 2005	1 June 2005	1 June 2005	1 June 2005	25 July 2005	16 June 2005	1 June 2005	10 June 2005
Term of agreement	Open-ended	Open-ended	Open-ended	Open-ended	Open-ended	Open-ended	Open-ended	Open-ended	Open-ended
Non-solicitation of
other personnel	12 months	12 months	12 months	12 months	12 months	12 months	12 months	12 months	12 months
Termination notice
(employee)	3 Months	3 Months	3 Months	3 Months	3 Months	3 Months	3 Months	3 Months	3 Months
Termination Notice
(GPT)	3 Months	3 Months	3 Months	3 Months	3 Months	3 Months	3 Months	3 Months	3 Months

GPT Performance Outcomes

200A-REIT index depicted in the following chart.
		2009	2008	2007	2006	2005
Realised operating income	$ millions	375.8	468.8	605.1	558.6	492.3
Total securityholder return (TSR)	%	(17.9%)	(64.8%)	(22.8%)	43.2%	15.9%
Annualised three year TSR1	%	(35.1%)	(14.8%)	12.1%	30.5%	18.7%
Underlying earnings per security (EPS)2	cents	4.8	17.7	29.4	27.5	24.4
EPS growth	%	(72.9%)	(39.8%)	6.9%	12.7%	10.9%
Underlying adjusted earnings per security (EPS)2	cents	4.8	15.4	19.9	18.6	16.5
Ajusted EPS growth	%	(68.8%)	(22.7%)	6.9%	12.7%	10.9%
Distributions per security (DPS)2	cents	4.5	17.7	28.9	27.5	24.4
NTA (per security)2	$	0.69	1.43	3.86	3.60	3.16
3 year average total return3	$	(23.5%)	(2.9%)	16.9%	18.0%	14.9%
Security price at beginning of calendar year	$	$0.92	$4.04	$5.60	$4.10	$3.74
Security price at end of calendaryear	$	$0.61	$0.92	$4.04	$5.60	$4.10

1 Three year average annual return

2 Unadjusted per security figures

3 Three year arithmetic average measured as (Adjusted DPS plus change in adjusted NTA)/Opening adjusted NTA

196

DIRECTORS’ REPORT

For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

GPT Performance Outcomes (continued)

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160
140
120
100
80
60
40
20
0
2005 2006 2007 2008 2009
GPT S&P/ASX 200 AREIT Index
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As noted elsewhere in this report, to address the Group’s performance, the Board and Management implemented a program of renewal which commenced in 2008 and continued into 2009, and launched GPT’s new strategy under new CEO Michael Cameron in August 2009. Accountability for the less-than-desirable performance of the Group has been reflected in the remuneration actions implemented by the Board in 2009, including:

No increase in Executive base remuneration in 2009, and only a modest review of 3% for 2010
No increase in Non-Executive Director fees in 2009 and 2010
Executive’s electing to forego any STI in 2008, which would have been payable in 2009, and the Board restricting the 2009 STI pool to a modest level
Reducing the overall STI opportunity for employees in 2010
No LTI being paid to Executives in the period 2006-2009.

Short-term incentive outcomes

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THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

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3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

Short-term incentive outcomes (continued)

	Actual STI Awarded (A$’000s)	Actual STI Awarded as a % of Maximum STI	% of Maximum STI Award Forfeited
Executives
Michael Cameron (from 1 May2009)	933.3	93.3%	6.7%
Donna Byrne	72.1	24.4%	75.6%
TonyCope	294.7	54.6%	45.4%
James Coyne	89.3	23.7%	76.3%
Mark Fookes	310.0	44.0%	56.0%
Victor Georos	173.0	38.0%	62.0%
Nicholas Harris	405.2	45.0%	55.0%
Jonathan Johnstone	625.0	83.3%	16.7%
Michael O’Brien	465.0	36.3%	63.7%
Phil Taylor	62.7	23.7%	76.3%

198

DIRECTORS’ REPORT

For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

Senior Executive Remuneration Disclosures – Statutory Accounting Basis

The following table provides a breakdown of GPT’s senior executive remuneration in accordance with statutory requirements and accounting standards. The Board considers that the table on page 184 of the 2009 Remuneration in Brief is more meaningful because it shows cash remuneration actually received by GPT’s executives.

	Fixed Pay	Fixed Pay	Fixed Pay	Variable or ‘At Risk Pay” - Short Term	Variable or ‘At Risk Pay” - Long Term	Variable or ‘At Risk Pay” - Long Term	Variable or ‘At Risk Pay” - Long Term
	Salary & Fees	Superannuation	Non- Monetary1	STI Bonus	LTI Award Accural2	Grant of Performance Rights3	Accounting (non-cash) Limited Recourse Ammendment4
Executives	$837,589 - $9,521 - $5,445 - $933,333 - - - $50,346 - - - - - - - $1,836,234 - $355,684 $382,228 $14,103 $13,437 $2,125 $1,641 $72,150 - - ($86,000) - - - $675,149 - - - - $444,062 $986,455 $510,811 $490,882 $14,103 $13,437 $2,805 $8,848 $294,657 $208,111 - ($86,400) - - - $818,337 - - - - $822,376 $1,453,215 $461,519 $486,770 $14,103 $13,437 $6,329 $2,346 $89,347 - - ($42,533) - - - $655,708 - - - - $571,298 $1,115,728 $665,314 $748,977 $14,103 $13,437 $4,421 $2,822 $310,000 - - ($80,000) - - - $1,281,701 - - - - $993,838 $1,966,937 $434,557 $418,361 $14,103 $13,437 $2,445 $2,572 $173,016 $237,375 - ($92,400) - - - $777,544 - - - - $624,121 $1,356,889 $593,323 $610,470 $14,103 $13,437 $3,045 $1,202 $405,180 - - ($69,333) - - - $990,292 - - - - $1,015,651 $1,546,068 $852,900 $1,038,331 $14,103 $13,437 $2,645 $5,331 $625,000 - ($32,000) $32,000 - - - $819,051 - - - - $1,462,648 $1,908,150 $813,689 $894,795 $14,103 $13,437 $3,845 $1,897 $465,000 - ($24,000) $24,000 $64,450 - - $2,159,845 - - - - $1,337,087 $3,093,974 $322,305 $331,732 $14,103 $13,437 $1,965 $1,353 $62,700 - - ($32,133) - - - $450,563 - - - - $401,073 $764,952 $169,442 $761,520 $8,472 $32,566 $606 - - - - - - - - - $171,112 - - - $349,632 $794,086 - $1,155,148 - $11,146 - $3,053 - - - ($1,297,333) - - - - - $975,000 - $8,290,281 - $9,137,295 $533,630 $878,334 $10,488 $13,437 $5,866 $2,083 $125,342 - - ($73,333) - - - $1,229,598 $770,000 - - - $1,445,326 $2,050,119 $483,388 $503,326 $14,103 $13,437 $7,629 $975 $500,000 - - ($33,333) - - - $816,837 $539,231 - - - $1,544,351 $1,301,242 $492,588 $700,678 $9,283 $13,437 $3,445 $2,219 $116,507 - - ($58,666) - - - $1,282,866 $720,000 - - - $1,341,823 $1,940,534
M. Cameron6 Chief Executive Officer 31 December 2009 31 December 2008 D. Byrne Head of Corporate Affairs & Communications 31 December 2009 31 December 2008 T. Cope Head of Office 31 December 2009 31 December 2008 J. Coyne General Counsel/ Co.Secretary 31 December 2009 31 December 2008 M. Fookes Head of Retail 31 December 2009 31 December 2008 V. Georos Head of Industrial & Business Parks 31 December 2009 31 December 2008 N. Harris Head of Wholesale 31 December 2009 31 December 2008 J. Johnstone7 Head of Europe 31 December 2009 31 December 2008 M. O’Brien Chief Financial Officer 31 December 2009 31 December 2008 P. Taylor Head of People & Culture 31 December 2009 31 December 2008 Former Executives
R. Croft8 CEO GPT Halverton 31 December 2009 31 December 2008 N. Lyons9 Chief Executive Officer 31 December 2009 31 December 2008 K. Pryke10 Chief Financial Officer 31 December 2009 31 December 2008 H. Stephens11 Head of Corporate Transactions 31 December 2009 31 December 2008 N. Tobin12 General Manager - JV 31 December 2009 31 December 2008
Total 31 December 2009 31 December 2008	$7,526,739 $9,401,552 $178,794 $204,956 $52,616 $36,342 $4,172,232 $445,486 ($56,000) ($1,895,464) $114,796 $0 $0 $11,957,491 $2,200,343 $975,000 $0 $8,290,281 $14,189,520 $29,415,644

2 The purpose of the LTI Award Accrual column is to record the status of accruals for LTI awards under the 2007, 2008, and 2009 LTI plans based on GPT performance against the respective award conditions. As a result, the numbers noted in the table generally represent the reversals of any remaining historical accruals for the 2007 LTI (which at the end of the 3 year performance period 2007-2009 did not reach threshold performance levels) or the 2008 and 2009 LTI’s (neither of which are presently tracking above threshold levels of performance, hence no accrual for a potential LTI award is recorded).

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THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

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For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
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3. REMUNERATION REPORT (continued)

3.3 Remuneration – CEO and Senior Executives (continued)

Senior Executive Remuneration Disclosures – Statutory Accounting Basis (continued)

3.3 Remuneration – CEO and Senior Executives (continued) Senior Executive Remuneration Disclosures – Statutory Accounting Basis (continued)	3.3 Remuneration – CEO and Senior Executives (continued) Senior Executive Remuneration Disclosures – Statutory Accounting Basis (continued)	3.3 Remuneration – CEO and Senior Executives (continued) Senior Executive Remuneration Disclosures – Statutory Accounting Basis (continued)	3.3 Remuneration – CEO and Senior Executives (continued) Senior Executive Remuneration Disclosures – Statutory Accounting Basis (continued)	3.3 Remuneration – CEO and Senior Executives (continued) Senior Executive Remuneration Disclosures – Statutory Accounting Basis (continued)
3 One off grants of Performance Rights were made in 2009 as follows:
Name	Reason for the Grant	Initial Value of the Grant	Number of Performance Rights (calculated by dividing the initial value of the grant by GPT’s first quarter 2009 volume weighted average price of 52.01cps)	Vesting Condition
Michael Cameron	A sign on package on appointment to the role of Managing Director and CEO on 1 May2009	$300,000	576,812	Service; 50% of performance rights will convert to GPT securities for nil consideration on 30 June 2011, with the remaining 50% converting to GPT securities on 30 June 2012
Michael O’Brien	Recognition of 7 month’s service as Acting CEO	$200,000	384,541	Service; 50% of performance rights will convert to GPT securities for nil consideration on 1 July 2010, with the remaining 50% converting to GPT securities on 1 July 2011

4 The Accounting (non-cash) Limited Recourse Amendment refers to the accounting implications of the change from full recourse to limited recourse loans in GPT’s Legacy LTI schemes which occurred on 31 December 2008. As such, it should be noted that it did not represent a cash payment to participants.
5 The loss on termination of full recourse loan was as a result of exiting the GPT Employee Incentive Scheme – Long Term Incentive, and did not represent a cash payment to Mr Lyons. It comprised a shortfall arising because the value of his equity was accepted in full satisfaction of the outstanding loan giving rise to a loss realised on the loan principal of $3,867,043 plus accumulated interest of $568,211 and the Fringe Benefits Tax paid ($3,855,026).
6 M. Cameron joined GPT on 1 May 2009.

8 R. Croft’s employment ended on 14 April 2009.
9 N. Lyons’ employment was discontinued on 23 October 2008.
10 K. Pryke’s employment ended on 1 September 2009.
11 H. Stephen’s employment ended on 31 December 2009.
12 N. Tobin’s employment ended on 31 August 2009.

3.4 Remuneration – Non-Executive Directors

Remuneration Policy

Non-Executive Directors are paid one fee for participation as a Director in all GPT related companies (principally GPT RE Limited, the Responsible Entity of General Property Trust and GPT Management Holdings Limited).
Non-Executive Director remuneration is composed of three main elements:
Main Board fees
Committee fees
Superannuation contributions at the statutory Superannuation Guarantee Levy (SGL) rate.
Differences in workloads of Non-Executive Directors arise mainly because of differing involvement in Board Committees, which is in addition to main Board work. This additional workload is rewarded via Committee fees in addition to main Board fees.
Non-Executive Directors do not participate in any incentive or performance based arrangements.
Non-Executive Directors are not entitled to any retirement benefits other than compulsory superannuation.
Non-Executive Director remuneration is set by reference to comparable entities listed on the Australian Securities Exchange (based on GPT’s industry sector and market capitalisation).
External independent advice on reasonable remuneration for Non-Executive Directors is sought at least every 3 years. Between such reviews, remuneration is monitored against market movements as is the time being spent by Directors in performing their duties. Any increase resulting from this review is effective from the 1st of January each year and advised in the ensuing Remuneration Report.

200

DIRECTORS’ REPORT

For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

3. REMUNERATION REPORT (continued)

3.4 Remuneration – Non-Executive Directors (continued)

Remuneration arrangements

The Chairman is paid a main board fee which is 250% more than the other Non-Executive Directors to reflect additional workload and responsibility, however does not receive Committee fees.

Annual Board and Board Committees fees (excluding compulsory superannuation) for the year ended 31 December 2009 are as follows:

Chairman1 2009 2008 Members 2009 2008	Board Audit and Risk Management Committee Nomination and Remuneration Committee Corporate Responsibility Committee2
	$346,500 $34,650 $23,100 $23,100 $346,500 $34,650 $23,100 $23,100 $138,600 $17,325 $11,550 $11,550 $138,600 $17,325 $11,550 $11,550

1 ‘Chairman’ used in this sense may refer to the Chairman of the Board or the Chairman of a particular committee.

2 The Corporate Responsibility Committee was discontinued in 2009 and it’s function assumed by the Board.

In addition to the above fees, all Non-Executive Directors receive reimbursement for reasonable travel, accommodation and other expenses incurred while undertaking GPT business.

201

THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ REPORT

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For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
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3. REMUNERATION REPORT (continued)

3.4 Remuneration – Non-Executive Directors (continued)

Remuneration arrangements (continued)

The nature and amount of each element of remuneration paid to GPT’s Non-Executive Directors for the current financial and comparative year are as follows:

year are as follows:
	Fixed Pay			Total
	Salary & Fees	Superannuation1	Non- Monetary2
Directors	$270,834 $155,925 $14,103 $13,437 - - $284,937 $169,362 $3,038 - $273 - - - $3,311 - $90,475 - $8,143 - - - $98,618 - $167,475 $167,475 $14,103 $13,437 - - $181,578 $180,912 $107,795 - $9,702 - - - $117,497 - $161,700 $161,700 $14,103 $13,437 - - $175,803 $175,137 $173,250 $173,250 $14,103 $13,437 $1,393 $2,641 $188,746 $189,328 $138,156 $346,500 $5,480 $13,437 - - $143,636 $359,937 $69,078 $173,250 $5,480 $13,437 $650 $1,192 $75,208 $187,879 - $100,100 - $8,817 - $4,381 - $113,298
K. Moss3 Chairman 31 December 2009 31 December 2008 B. Crotty4 31 December 2009 31 December 2008 R. Ferguson5 31 December 2009 31 December 2008 E. Goodwin 31 December 2009 31 December 2008 L.S. Guan6 31 December 2009 31 December 2008 I. Martin 31 December 2009 31 December 2008 A. McDonald 31 December 2009 31 December 2008 Former Directors
P. Joseph7 31 December 2009 31 December 2008 M. Latham8 31 December 2009 31 December 2008 E. Nosworthy9 31 December 2009 31 December 2008
Total 31 December 2009 31 December 2008	$1,181,801 $1,278,200 $85,490 $89,439 $2,043 $8,214 $1,269,334 $1,375,853

No termination benefits were paid during the financial year.

1 Refers to compulsory superannuation only; non-compulsory superannuation salary sacrifices are included in Salary & Fees.

3 K. Moss was appointed Chairman effective 25 May 2009.
4 B. Crotty was appointed to the Board on 22 December 2009.
5 R. Ferguson was appointed to the Board in the role of Deputy Chairman on 25 May 2009.
6 L.S. Guan was appointed to the Board on 21 April 2009.
7 P. Joseph retired from the role of Chairman of the Board on 25 May 2009.
8 M. Latham retired as a Director on 25 May 2009.
9 E. Nosworthy resigned as a Director on 21 August 2008.

202

DIRECTORS’ REPORT

For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

4. OTHER DISCLOSURES

4.1 Indemnification and Insurance of Directors and Officers

4.2 Proceedings on behalf of the Company

No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001.

4.3 Non-Audit Services

The Directors have considered the non-audit services and other assurance services provided by the auditor during the financial year. In accordance with advice received from the Audit and Risk Management Committee, the Directors are satisfied that the provision of nonaudit services by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:

the Audit & Risk Management Committee reviewed the non-audit services and other assurance services at the time of appointment to ensure that they did not impact upon the integrity and objectivity of the auditor
the Board’s own review conducted in conjunction with the Audit and Risk Management Committee, having regard to the Board’s policy with respect to the engagement of GPT’s auditor
the fact that none of the non-audit services provided by PricewaterhouseCoopers during the financial year had the characteristics of management, decision-making, self-review, advocacy or joint sharing of risks.

4.4 Rounding of Amounts

The GPT Group is of a kind referred to in the Australian Securities & Investments Commission Class Order 98/0100. Accordingly, amounts in the Directors’ Report have been rounded to the nearest thousand dollars in accordance with the Class Order, unless stated otherwise.

4.5 Auditor

PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.

4.6 Auditors’ independence declaration

A copy of the auditors’ independence declaration as required under section 307C of the Corporations Act 2001 is set out on the following page.

Signed in accordance with a resolution of the Directors.

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Ken Moss Chairman Sydney 22 February 2010

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Michael Cameron Managing and Executive Director

203

THE GPT GROUP ANNUAL REPORT 2009

AUDITOR’S INDEPENDENCE DECLARATION

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For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
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PricewaterhouseCoopers ABN 52 780 433 757

Auditor’s Independence Declaration

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

As lead auditor for the audit of GPT Management Holdings Limited for the year ended 31 December 2009, 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 GPT Management Holdings Limited and the entities it controlled during the period.

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DH Armstrong Partner PricewaterhouseCoopers

Sydney 22 February 2010

Liability limited by a scheme approved under Professional Standards Legislation

204

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

Note	Consolidated entity Parent entity 31 Dec 09 $’000 31 Dec 08 $’000 31 Dec 09 $’000 31 Dec 08 $’000
Revenue Fund management fees Property management fees Development management fees Development project revenue Other income Share of after tax (losses) / profit of associates and joint ventures Management costs recharged Interest revenue Dividend revenue Net foreign exchange gain Net (loss) / gain on disposal of assets Other Total revenue and other income Expenses Remuneration expenses Cost of sales attributable to development projects Property rent and outgoings Repairs and maintenance Professional fees Advertising and promotion Depreciation and amortisation expense Impairment expense - loan and receivables Impairment expense - other Finance costs Other expenses Total expenses Net profit/(loss) from continuing operations before income tax expense Income tax (expense)/benefit Profit/(loss) after income tax expense Loss from discontinued operations 5(c) Net profit/(loss) for the financial year Other comprehensive income Net foreign exchange translation adjustments, net of tax Effective portion of changes in fair value of cashflow hedges, net of tax Total comprehensive profit/(loss) for the financial year Net loss attributable to: - Members of the Company - External non-controlling interest Total comprehensive loss attributable to: - Members of the Company - External non-controlling interest Earnings per share per ordinary equityholders of the Company Basic loss per share (cents per share) from continuing operations 4 Basic loss per share (cents per share) 4	55,936 71,063 20,756 27,191 23,945 23,741 - - 18,511 19,716 - - - 190,050 - -
	98,392 304,570 20,756 27,191
	(19,835) (9,967) - 32,041 6,859 7,735 57,495 62,921 2,246 8,875 1,663 3,112 - 500 50,300 155 1,132 1,190 340 3,558 - 6 (12,403) 6 - - - 36
	(9,598) 8,339 97,395 101,829
	88,794 312,909 118,151 129,020
	75,410 83,778 73,093 80,769 - 137,838 - - 5,994 5,453 2,449 1,804 1,673 2,114 (992) (649) 8,126 6,461 6,790 5,191 8 14 - - 6,230 5,998 2,077 1,846 8,701 30,374 (24,029) 128,655 - 3,747 31,725 369,943 11,786 26,613 13,149 24,247 8,566 7,621 6,540 5,567
	126,494 310,011 110,802 617,373
	(37,700) 2,898 7,349 (488,353) (5,900) (19,112) (1,545) 8,444
	(43,600) (16,214) 5,804 (479,909) (90,012) (680,989) - -
	(133,612) (697,203) 5,804 (479,909)
	31,053 15,435 - - - 11,489 - -
	(102,559) (670,279) 5,804 (479,909)
	(119,122) (696,037) (14,490) (1,166) (88,057) (669,113) (14,502) (1,166) (3.95) (4.31) (16.18) (199.24)

The above Consolidated Statements of Comprehensive Income should be read in conjunction with the accompanying notes.

205

THE GPT GROUP ANNUAL REPORT 2009

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

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As at 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
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Note	Consolidated entity Parent entity 31 Dec 09 $’000 31 Dec 08 $’000 31 Dec 09 $’000 31 Dec 08 $’000
ASSETS Current Assets Cash and cash equivalents Loans and receivables Inventories Tax receivable Prepayments Non-current assets classified as held for sale 5(b) Total Current Assets Non-Current Assets Investments in associates and joint ventures Loans and receivables Property, plant & equipment Intangible assets Deferred tax assets Other assets Total Non-Current Assets Total Assets LIABILITIES Current Liabilities Payables Derivative liabilities Provisions Current tax liabilities Borrowings Non-current liabilities classified as held for sale 5(b) Total Current Liabilities Non-Current Liabilities Provisions Deferred tax liabilities Borrowings Total Non-Current Liabilities Total Liabilities Net Assets EQUITY Equity attributable to members of the Company (parent entity) Contributed equity Reserves Accumulated losses Total equity of Company members Equity attributable to non-controlling interests - external Contributed equity Reserves Retained profits Total equity of non-controlling interests Total Equity	16,430 60,060 4,189 5,354 20,261 100,463 1,024 4,007 - 454,174 - - 3,229 - 3,443 - 2,305 8,664 1,652 1,184
	42,225 623,361 10,308 10,545 87,370 - - -
	129,595 623,361 10,308 10,545
	2,944 87,222 - - 15,241 41,646 - 6,706 21,272 19,713 21,272 8,867 16,244 20,396 - - 24,509 18,448 14,488 15,577 4,281 7,121 48,035 62,693
	84,491 194,546 83,795 93,843
	214,086 817,907 94,103 104,388
	62,738 157,434 21,093 71,343 - 16,414 - - 6,706 12,369 6,706 7,355 - 18,516 - 5,988 160,971 761,487 - -
	230,415 966,220 27,799 84,686 18,380 - - -
	248,795 966,220 27,799 84,686
	3,847 5,226 3,847 4,256 1,017 - 678 - 449,166 233,512 258,962 219,304
	454,030 238,738 263,487 223,560
	702,825 1,204,958 291,286 308,246
	(488,739) (387,051) (197,183) (203,858)
	324,771 324,755 324,771 324,755 14,631 (17,305) 871 - (836,353) (717,215) (522,825) (528,613)
	(496,951) (409,765) (197,183) (203,858)
	- - - - - 12 - - 8,212 22,702 - -
	8,212 22,714 - -
	(488,739) (387,051) (197,183) (203,858)

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

206

For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Parent entity	Attributable to Company members	Contributed Reserves Retained Total	Equity earnings Equity	$’000 $’000 $’000 $’000	317,576 (163) (48,704) 268,709	- - - -	- - - -	- - - -	- - (479,909) (479,909)	- - (479,909) (479,909)			7,179 - - 7,179	- 212 - 212		- (49) - (49)	- - - -	324,755 - (528,613) (203,858)	324,755 - (528,613) (203,858)	- - - -	- - - -	- - 5,804 5,804	- - 5,804 5,804			16 - - 16	- - (16) (16)	- 871 - 871	324,771 871 (522,825) (197,183)
		Total	equity	$’000	326,159	(15,435)	(11,489)	(26,924)	(697,203)	(724,127)			7,179	212		(49)	3,575	(387,051)	(387,051)	31,053	31,053	(133,612)	(102,559)			16	(16)	871	(488,739)
Consolidated entity	Attributable to Company members Attributable to non-controlling interests - external	Contributed Reserves Retained Total Contributed Reserves Retained Total	Equity earnings Equity earnings	$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000	317,576 9,456 (20,022) 307,010 - 12 19,137 19,149	- (15,435) - (15,435) - - - -	- (11,489) - (11,489) - - - -	- (26,924) - (26,924) - - - -	- - (697,193) (697,193) (10) (10)	- (26,924) (697,193) (724,117) - - (10) (10)			7,179 - - 7,179 - - - -	- 212 - 212 - - - -		- (49) - (49) - - - -	- - - - - - 3,575 3,575	324,755 (17,305) (717,215) (409,765) - 12 22,702 22,714	324,755 (17,305) (717,215) (409,765) - 12 22,702 22,714	- 31,065 - 31,065 - (12) - (12)	- 31,065 - 31,065 - (12) - (12)	- - (119,122) (119,122) - (14,490) (14,490)	- 31,065 (119,122) (88,057) - (12) (14,490) (14,502)			16 - - 16 - - - -	- - (16) (16) - - - -	- 871 - 871 - - - -	324,771 14,631 (836,353) (496,951) - - 8,212 8,212
				Note																		6					6
					Balance at 1 January 2008	Movement in foreign currency translation reserve	Movement in cash flow hedge reserve	Net income recognised directly in equity	Net loss for the financial year	Total recognised income and expenses for the financial year	Transactions with equity holders	in their capacity as equity holders:	Issue of share capital	Movement in treasury stock	reserve	Movement in employee incentive share scheme reserve	Non-controlling interest in acquisition of controlled entity	Closing balance at 31 December 2008	Balance at 1 January 2009	Movement in foreign currency translation reserve	Net income recognised directly in equity	(Loss)/profit for the financial year	Total recognised income for the financial year	Transactions with equity holders	in their capacity as equity holders:	Issue of share capital	In specie dividend	Movement in employee incentive share scheme reserve	Closing balance at 31 December 2009

The above Consolidated Statements of Changes in Equity should be read in conjunction with the accompanying notes.

207

THE GPT GROUP ANNUAL REPORT 2009

CONSOLIDATED STATEMENTS OF CASH FLOW

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For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
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	Consolidated entity Parent entity 31 Dec 09 31 Dec 08 31 Dec 09 31 Dec 08 $’000 $’000 $’000 $’000
Cash flows from operating activities Cash receipts in the course of operations (inclusive of GST) Cash payments in the course of operations (inclusive of GST) Dividends received Income tax paid Interest received Payments for derivatives Finance costs Net cash (outflows) / inflows from operating activities Cash flows from investing activities Payments for property, plant and equipment Proceeds from the sale of property, plant and equipment Payments for warehoused property investments Proceeds from sale of warehoused property investments Proceeds from sale of Dutch Active Fund Payments for development inventories Proceeds from workplace6 Cash at bank of the disposed entities Investment in controlled entities Proceeds from disposal of controlled entities Capital repayment from associate Capital repayment from joint venture Capital repayment from investment Investment in joint ventures and associates Loan (to)/from joint ventures and associates Net cash outflows from investing activities Cash flows from financing activities Proceeds from the issue of shares Repayment of employee incentive scheme loans, net of distributions Proceeds from related party borrowings Repayment of net banking facilities Net cash inflows from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Less: Cash balance classified as Non-current assets held for sale Cash and cash equivalents at the end of the financial year	344,870 422,059 84,338 90,953 (402,866) (423,997) (53,299) (79,754) 4,950 1,203 - 500 (22,739) (7,532) (21,027) 898 3,297 16,753 586 865 (2,310) - - -
	(74,798) 8,486 10,598 13,462 (10,089) (62,546) - (24,247)
	(84,887) (54,060) 10,598 (10,785)
	(15,226) (4,079) (15,116) (4,507) 154 - 10 24 - (109,985) - - 25,921 13,614 - - - 80,022 - - - (79,595) - - - 83,585 - - (28,722) - - - - - (58,197) (44,858) (17,221) - - - 4,235 - - - - 8,191 - - - 500 - 500 - (39,445) - 8,191 (1,610) 10,325 - -
	(32,469) (36,867) (73,303) (40,650)
	- 7,179 - 7,179 1,895 1,989 1,819 2,964 83,523 238,034 59,721 41,660 (1,020) (144,090) - -
	84,398 103,112 61,540 51,803
	(32,958) 12,185 (1,165) 368 60,060 47,875 5,354 4,986
	27,102 60,060 4,189 5,354 (10,672) - - -
	16,430 60,060 4,189 5,354

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

208

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

1. Basis of preparation of concise financial report

The concise financial report has been prepared in accordance with the Corporations Act 2001 and Accounting Standard AASB 1039 Concise Financial Reports. The concise financial report and specific disclosures required by AASB 1039 have been derived from the Company’s full financial report, and is presented in Australian dollars. A full description of the accountings policies adopted by the consolidated entity is provided in the 2009 financial statements which form part of the full financial report. The concise financial report does not, and cannot be expected to, provide as full an understanding of the financial performance, financial position and financing and investing activities of the Company as the full financial report.

The Company’s accounting policies have been consistently applied to all periods presented in the concise financial report.

2. Segment reporting

(a) Financial Performance by Segment

The segment information provided to the CEO for the reportable segments (discussed at note 2(c)) for the year ended 31 December 2009 is below:

31 December 2009

31 December 2009
	Funds Management Australia Property Management US Senior Housing All other segments Total continuing operations Discontinued operation - Funds Management Europe Discontinued operation - Joint Venture Discontinued operation - Hotel/ Tourism Total Discontinued operation Total
Revenue Revenue from hotel operations Revenue from property investments Fund management fees Property management fees Development management fees Total segment revenue Other income Share of after tax (losses) / profits of associates and joint ventures Management costs recharged Interest revenue Total segment revenue and other income Expenses Remuneration expenses Rental expense attributable to hotel operations Cost of sales attributable to hotel operations Property rent and outgoings Repairs and maintenance Professional fees Advertising and promotion Depreciation and amortisation expense Finance costs Other expenses - internal recharges Other expenses Income tax (expense) / benefit Segment result for the financial year Fair value and other adjustments to investments in joint ventures and associates Net loss on fair value of derivatives Net foreign exchange gain Net loss on disposal of assets Gain on loan forgiveness Impairment expenses Depreciation and amortisation expense Redundancy Tax impact on reconciling items from segment result to net loss for the year Share based payment expense Other - non-operating Net (loss) / profit for the financial year*	$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 - - - - - - - 181,392 181,392 181,392 - - - - - 24,770 - - 24,770 24,770 23,235 - - 32,120 55,355 2,991 10 - 3,001 58,356 - 23,945 - - 23,945 23,034 - - 23,034 46,979 - 13,428 - 5,083 18,511 - - - - 18,511
	23,235 37,373 - 37,203 97,811 50,795 10 181,392 232,197 330,008
	- - (6,710) - (6,710) 4,787 - 520 5,307 (1,403) - 4,814 - 2,045 6,859 - - - - 6,859 324 9 64 1,849 2,246 1,809 - 319 2,128 4,374
	324 4,823 (6,646) 3,894 2,395 6,596 - 839 7,435 9,830
	23,559 42,196 (6,646) 41,097 100,206 57,391 10 182,231 239,632 339,838 (3,531) (33,754) - (32,137) (69,422) (31,814) (657) (72,073) (104,544) (173,966) - - - - - - - (52,946) (52,946) (52,946) - - - - - - - (36,365) (36,365) (36,365) (165) (2,953) - (2,876) (5,994) (16,170) (33) (31,375) (47,578) (53,572) (141) (2,205) - 673 (1,673) - (38) (7,096) (7,134) (8,807) (49) (835) - (7,242) (8,126) (11,334) (153) (2,578) (14,065) (22,191) - - - (8) (8) (282) - (2,093) (2,375) (2,383) - - - (2,078) (2,078) (955) - - (955) (3,033) - - - (11,786) (11,786) (26,674) - (3,875) (30,549) (42,335) (9,507) 3,008 (2,482) 8,981 - - - - - - (143) (1,180) - (7,243) (8,566) (4,860) (136) (1,343) (6,339) (14,905) (3,361) (1,391) (47) 3,210 (1,589) (1,071) - 8,401 7,330 5,741
	6,662 2,886 (9,175) (9,409) (9,036) (35,769) (1,007) (19,112) (55,888) (64,924) - - (970) (12,155) (13,125) (20,901) - (592) (21,493) (34,618) - - - - - (6,787) - - (6,787) (6,787) - - - 1,132 1,132 3,628 - - 3,628 4,760 - - - - - (42,822) (556) (55) (43,433) (43,433) - - - - - 131,907 - - 131,907 131,907 - - - (8,701) (8,701) (63,369) (33,120) (118) (96,607) (105,308) - (4,152) - - (4,152) (190) - (924) (1,114) (5,266) - - - (2,088) (2,088) - (2,080) - (2,080) (4,168) 13 102 - (4,426) (4,311) 2,584 (422) 458 2,620 (1,691) - - - (3,900) (3,900) - - - - (3,900) - - 581 - 581 391 (1,156) - (765) (184)
	6,675 (1,164) (9,564) (39,547) (43,600) (31,328) (38,341) (20,343) (90,012) (133,612)

The segment result is based on Realised Operating Income (ROI). ROI is a financial measure that is based on the profit under Australian Accounting Standards adjusted for certain unrealised items, non-cash items, gains or losses on investments or other items the Directors determine to be non-recurring or capital in nature. ROI is not prescribed by any Australian Accounting Standard. The adjustments that reconcile the Segment Result to the Net loss for the year may change from time to time, depending on changes in accounting standards and/or the Directors’ assessment of items that are non-recurring or capital in nature. A description of the material adjustments are included in note 2(b) and (c).

209

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS

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For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
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2. Segment reporting (continued)

(a) Financial Performance by Segment (continued)

The segment information provided to the CEO for the reportable segments (discussed at note 2(c)) for the year ended 31 December 2008 is below:

31 December 2008

31 December 2008
	Funds Management Australia Property Management US Senior Housing All other segments Total continuing operations Discontinued operation - Funds Management Europe Discontinued operation - Joint Venture Discontinued operation - Hotel/ Tourism Total Discontinued operation Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Revenue Revenue from hotel operations - - - - - - - 209,343 209,343 209,343 Revenue from property investments - - - - - 39,635 - - 39,635 39,635 Fund management fees 31,656 - - 39,407 71,063 9,256 - - 9,256 80,319 Property management fees - 23,741 - - 23,741 22,849 - - 22,849 46,590 Development management fees - 15,423 - 4,293 19,716 - - - - 19,716 Proceeds from sale of Warehoused Property Investments - - - - - 13,614 - - 13,614 13,614 Development project revenue - - - 83,585 83,585 - - - - 83,585 Total segment revenue 31,656 39,164 - 127,285 198,105 85,354 - 209,343 294,697 492,802 Other income Share of after tax (losses) / profit of associates and joint ventures - - (4,500) (1,851) (6,351) 6,950 (18,773) 209 (11,614) (17,965) Management costs recharged - 4,438 - 3,297 7,735 - - - - 7,735 Interest revenue 682 6 56 8,131 8,875 5,630 - 774 6,404 15,279 Dividend revenue - - - - - 358 - - 358 358 682 4,444 (4,444) 9,577 10,259 12,938 (18,773) 983 (4,852) 5,407 Total segment revenue and other income 32,338 43,608 (4,444) 136,862 208,364 98,292 (18,773) 210,326 289,845 498,209 Expenses Remuneration expenses (4,189) (35,933) - (32,859) (72,981) (32,276) (1,224) (84,318) (117,818) (190,799) Rental expense attributable to hotel operations - - - - - - - (58,523) (58,523) (58,523) Cost of sales attributable to hotel operations - - - - - - - (40,966) (40,966) (40,966) Cost of sales attributable to Warehoused Property Investments - - - - - (12,624) - - (12,624) (12,624) Cost of sales attributable to development projects - - - (81,708) (81,708) - - - - (81,708) Property rent and outgoings (193) (2,959) - (2,301) (5,453) (13,124) (20) (36,360) (49,504) (54,957) Repairs and maintenance (148) (2,292) - 326 (2,114) (484) (16) (6,930) (7,430) (9,544) Professional fees (226) (797) - (5,438) (6,461) (18,884) (23) (2,015) (20,922) (27,383) Advertising and promotion - - - (14) (14) (1,266) - (3,798) (5,064) (5,078) Depreciation and amortisation expense - - - (1,846) (1,846) (1,348) - - (1,348) (3,194) Finance costs - - - (26,613) (26,613) (41,517) - (6,110) (47,627) (74,240) Net gain on fair value of derivatives - - - - - (840) - - (840) (840) Other expenses - internal recharges (6,391) - (1,004) 7,395 - - - - - - Other expenses (308) (1,134) - (6,179) (7,621) (17,536) (50) (1,710) (19,296) (26,917) Income tax (expense) / benefit (6,206) (1,381) - 5,288 (2,299) (3,027) - 9,253 6,226 3,927 Minority interest - - - (256) (256) 654 - - 654 398 Segment result for the financial year 14,677 (888) (5,448) (7,343) 998 (43,980) (20,106) (21,151) (85,237) (84,239) Interest income - - - - - - 3,721 - 3,721 3,721 Fair value and other adjustments to investments in joint ventures and associates - - (3,616) - (3,616) (34,163) (261,630) (1,842) (297,635) (301,251) Net gain on fair value of derivatives - - - - - (15,613) - - (15,613) (15,613) Net foreign exchange gain / (loss) - - - 1,190 1,190 (4,352) - - (4,352) (3,162) Impairment expenses - - (3,747) (30,374) (34,121) (256,159) (25,402) (974) (282,535) (316,656) Net (gain) / loss on disposal of assets - - - 6 6 - - - - 6 Depreciation and amortisation expense - (4,152) - - (4,152) (713) - (1,000) (1,713) (5,865) Reversal of development profit adjustment included in Segment result - - - 50,335 50,335 - - - - 50,335 Redundancy costs - - - (9,739) (9,739) - - - - (9,739) Impact of external minority interest - - - 256 256 (654) - - (654) (398) Tax impact on reconciling items from segment result to net loss for the year - - 10 - (16,823) (16,813) - 2,530 970 3,500 (13,313) Share based payment expense - - - (1,058) (1,058) - - (166) (166) (1,224) Other non-operating - - - 500 500 - - (305) (305) 195 Net profit/loss for the financial year 14,677 (5,030) (12,811) (13,050) (16,214) (355,634) (300,887) (24,468) (680,989) (697,203)*	$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 - - - - - - - 209,343 209,343 209,343 - - - - - 39,635 - - 39,635 39,635 31,656 - - 39,407 71,063 9,256 - - 9,256 80,319 - 23,741 - - 23,741 22,849 - - 22,849 46,590 - 15,423 - 4,293 19,716 - - - - 19,716 - - - - - 13,614 - - 13,614 13,614 - - - 83,585 83,585 - - - - 83,585
	31,656 39,164 - 127,285 198,105 85,354 - 209,343 294,697 492,802
	- - (4,500) (1,851) (6,351) 6,950 (18,773) 209 (11,614) (17,965) - 4,438 - 3,297 7,735 - - - - 7,735 682 6 56 8,131 8,875 5,630 - 774 6,404 15,279 - - - - - 358 - - 358 358
	682 4,444 (4,444) 9,577 10,259 12,938 (18,773) 983 (4,852) 5,407
	14,677 (888) (5,448) (7,343) 998 (43,980) (20,106) (21,151) (85,237) (84,239) - - - - - - 3,721 - 3,721 3,721 - - (3,616) - (3,616) (34,163) (261,630) (1,842) (297,635) (301,251) - - - - - (15,613) - - (15,613) (15,613) - - - 1,190 1,190 (4,352) - - (4,352) (3,162) - - (3,747) (30,374) (34,121) (256,159) (25,402) (974) (282,535) (316,656) - - - 6 6 - - - - 6 - (4,152) - - (4,152) (713) - (1,000) (1,713) (5,865) - - - 50,335 50,335 - - - - 50,335 - - - (9,739) (9,739) - - - - (9,739) - - - 256 256 (654) - - (654) (398) - - 10 - (16,823) (16,813) - 2,530 970 3,500 (13,313) - - - (1,058) (1,058) - - (166) (166) (1,224) - - - 500 500 - - (305) (305) 195
	14,677 (5,030) (12,811) (13,050) (16,214) (355,634) (300,887) (24,468) (680,989) (697,203)

The segment result is based on Realised Operating Income (ROI). ROI is a financial measure that is based on the profit under Australian Accounting Standards adjusted for certain unrealised items, non-cash items, gains or losses on investments or other items the Directors determine to be non-recurring or capital in nature. ROI is not prescribed by any Australian Accounting Standard. The adjustments that reconcile the Segment Result to the Net loss for the year may change from time to time, depending on changes in accounting standards and/or the Directors’ assessment of items that are non-recurring or capital in nature. A description of the material adjustments are included in note 2(b) and (c).

210

For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

2. Segment reporting (continued)

(b) Reconciliation of Segment Revenue and Result to the Statement of Comprehensive Income

This reconciliation relates only to revenue and expense items from continuing operations and excludes any amounts comprising the net loss from discontinued operations.

	Consolidated entity 31 Dec 09 31 Dec 08 $’000 $’000
Revenue Reportable segments All other segments All segments Reversal of development revenue adjustment Other - non-operating Revenue - continuing operations Share of after tax losses of associates and joint ventures Reportable segments All other segments All segments Fair value and other adjustments to investments in joint ventures and associates(i) Share of after tax losses of associates and joint ventures - continuing operations Cost of sales attributable to development projects Reportable segments All other segments All segments Reversal of development cost of sales adjustment included in segment result Cost of sales attributable to development projects - continuing operations Remuneration expense Reportable segments All other segments All segments Share based payment expense(ii) Redundancy costs(iii) Remuneration expense - continuing operations Depreciation and amortisation expense Reportable segments All other segments All segments Amortisation expense(iv) Depreciation and amortisation expense - continuing operations Income tax expense Reportable segments All other segments All segments Tax impact on reconciling items from segment result to net loss for the year Income tax expense - continuing operations	60,608 70,820 37,203 127,285
	97,811 198,105 - 106,465 581 -
	98,392 304,570
	(6,710) (4,500) - (1,851)
	(6,710) (6,351) (13,125) (3,616)
	(19,835) (9,967)
	- - - (81,708)
	- (81,708) - (56,130)
	- (137,838)
	(37,285) (40,122) (32,137) (32,859)
	(69,422) (72,981) (3,900) (1,058) (2,088) (9,739)
	(75,410) (83,778)
	- - (2,078) (1,846)
	(2,078) (1,846) (4,152) (4,152)
	(6,230) (5,998)
	(4,799) (7,587) 3,210 5,288
	(1,589) (2,299) (4,311) (16,813)
	(5,900) (19,112)

(c) Description of adjustments from the Segment Result (“ROI”) to Net Loss for the financial year

The CEO assesses the performance of the operating segments on a ROI basis. The material adjustments to the Segment Result to arrive at Net Loss shown in the financial statements are set out below:

(i) Fair value and other adjustments to investments in associates and joint ventures comprise the movements in the value of the Company’s investments in joint ventures and associates as required by IFRS (refer to note 1(c)(ii) and (iii)) but do not reflect the cash distributions received from these investments. As such, the Company has excluded these amounts from the ROI to better reflect a cash basis in ROI.
(ii) Share based payment expense comprises of a notional cost arising from the GPT Employee Incentive Scheme. In October 2009, the General Scheme was terminated. As this is a notional cost required by IFRS the Company has excluded this amount from ROI.
(iii) Redundancy costs comprise the redundancy payments for senior executives. For the 2009 financial year, these costs relate to Kieran Pryke and Neil Tobin who departed the Company as a result of the simplification of the business. As these costs are one-off and nonrecurring in nature, the Company has excluded this amount from ROI.
(iv) Amortisation expense is required for IFRS and is a non-cash transaction. The Company has therefore excluded this amount from the ROI to better reflect a cash basis in ROI.

The accounting policies used by the Company in reporting segments internally are the same as those in note 1 to the financial statements and in the prior period.

211

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS

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For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
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2. Segment reporting (continued)

(d) Reconciliation of Segment Assets and Liabilities to the Statements of Financial Position

The amounts provided to the CEO in respect of total assets are measured in a manner consistent with that of the financial statements and allocated based on the operations of the segment and physical location of the assets. Given some of the assets and liabilities relate mainly to Corporate activities and have not been allocated to a reportable segment, a reconciliation of the reportable segments’ assets to total assets for the years ended 31 December 2008 and 31 December 2009 is set out below:

	Funds Management Australia Property Management US Senior Housing All other segments Total continuing operations Discontinued operation - Funds Management Europe Discontinued operation - Joint Venture Discontinued operation - Hotel/ Tourism Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
31 December 2009 Total assets Total liabilities 31 December 2008 Total assets Total liabilities	11,526 22,998 3,561 88,631 126,716 49,499 - 37,871 214,086
	10,886 37,667 - 635,892 684,445 - - 18,380 702,825
	15,513 25,702 13,906 110,459 165,580 599,631 - 52,696 817,907
	8,001 11,216 - 323,921 343,138 760,083 - 101,7371,204,958

(e) Identification of Reportable Segments

The Company’s operating segments which are based on internal reports reviewed by the Chief Executive Officer are:

Segment	Types of products and services whichgenerate segment revenues
Funds Management Australia	Asset and funds management of Australian wholesale fund vehicles, GPT Wholesale Shopping Centre Fund and GPT Wholesale Office Fund.
Property Management	Property management of Australian retail assets including the retail assets in the GPT Wholesale ShoppingCentre Fund.
US Senior Housing	Investments in a portfolio of established seniors housing assets in the United States of America as well as an interest in the manager of these assets.
All other segments	Costs associated with the funds management of the General Property Trust, foreign exchange gains and losses, finance costs and Companyoperatingcosts.
Discontinued operation - Funds Management Europe	Asset and fund management in Europe through a number of small funds and also GPT Halverton and HamburgTrust upuntil their sale in 2009.
Discontinued operation - Joint Venture	Investments in the Babcock & Brown Joint Venture which are invested in shopping centres and retail formats, light industrial assets, residential assets and office assets in Europe, the United States of America, New Zealand and Australia. GPT has divested many of its investments in the Joint Venture during 2009 and management intends to exit this segment in the next twelve months.
Discontinued operation – Hotel/ Tourism	Nature-based resorts and hotel assets which the Company has divested all resorts with the exception of the Ayers Rock Resort as at 31 December 2009. Management intends to exit this segment in the next twelve months.

212

For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

2. Segment reporting (continued)

(f) Segment Revenues and Assets by geographic location

The Company now operates predominantly in Australia but also in the United States of America through the US Seniors Housing portfolio and during the 2009 financial year in Europe. Revenues from external customers by geographical location along with an analysis of the location of total assets is as follows:

	Segment revenues Segment assets 31 Dec 2009 $’000 31 Dec 2008 $’000 31 Dec 2009 $’000 31 Dec 2008 $’000
Australia Europe United States of America Total	279,213 407,448 161,026 204,370 50,795 85,354 49,499 599,631 - - 3,561 13,906
	330,008 492,802 214,086 817,907

Location	Products and services by location
Australia	Retail, office, industrial and hotel operations of the main operating entity, General Property Trust and the hotel & tourism business, urban communities as well as the Australian funds management operations of GPT Management Holdings Limited.
Europe	Operations carried out throughout Europe but predominantly in the Czech Republic, Denmark, Finland, France, Germany, Poland, the Netherlands, Sweden and the United Kingdom by the Joint Venture as well GPT Halverton being the European platform of the European funds management operations. With GPT announcing the sale of the European Joint Venture and GPT Halverton during the second half of the year, the segment consist of a preferred loan in a residentialportfolio.
United States of America	Senior Housing and up until the sale of the Joint Venture in 2009, retail and residential businesses.

3. Dividends paid and payable

In July 2009 the Company declared an In Specie Dividend of BGP Holdings Limited (formerly GPT MaltaCo 1 Limited) for €10,000 (AUD $16,000) out of current year profits. No other dividends have been paid or declared for the financial year (Dec 08: nil).

213

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS

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For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
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4. Earnings / (loss) per share

4. Earnings / (loss) per share
Note	Consolidated entity 31 Dec 09 31 Dec 08 Cents Cents
(a) Basic loss per share - Basic and diluted earnings per share - loss from continuing operations - Basic and diluted earnings per share - loss from discontinued operations - Total basic and diluted earnings per share (b) Weighted average number of shares used as the denominator Weighted average number of ordinary shares used in calculating basic and diluted loss per share Adjustments for calculation of diluted earnings per share: Performance rights (d) Weighted average number of ordinary stapled securities and potential ordinary stapled securities used as the denominator in calculating diluted earnings per ordinary stapled security: (c) The losses used in the calculations of the basic loss per share are as follows: Losses reconciliation - basic and diluted Loss from continuing operations Loss from discontinued operations Loss attributed to external non-controlling interest	(3.95) (4.31) (12.23) (194.93)
	(16.18) (199.24)
	Number of Number of shares shares 7,360,542 3,493,587 - -
	7,360,542 3,493,587
	31 Dec 09 31 Dec 08 $’000 $’000
	(29,110) (15,048) (90,012) (680,989) (14,490) (1,166)
	(133,612) (697,203)

Prior period weighted average number of securities and EPSs have been adjusted for the bonus factor effect of the securities issued during the year at a price lower than the market value as required by the AASB 133 Earning per Share.

(d) Information concerning the classification of securities

Performance Rights

22,783,839 Performance Rights were granted to certain Senior Executives under the Stapled Security Rights Plan during 2009. Only 305,041 Rights have met the vesting conditions and are considered dilutive. As such, only 305,041 Rights have been included in the determination of diluted earnings per security. The remaining 22,478,798 Performance Rights have not been included in the calculation of diluted earnings per security because their vesting conditions are not satisfied for the financial year ended 31 December 2009. These Rights could potentially dilute basic earnings per share in the future. No Performance Rights have been included in the determination of basic earnings per share.

214

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

5. Non-current assets held for sale, discontinued operations and disposals

(a) Details of discontinued operations

At 31 December 2009, there are three discontinued operations: Funds Management Europe, the Hotels/Tourism Portfolio and the Joint Venture. The disposals and remaining investments at 31 December 2009, along with their impact on the Statement of Comprehensive Income and Statement of Financial Position, for each discontinued operation is discussed in detail below.

(i) Funds Management Europe

GPT Halverton and its wholly owned subsidiaries
Hamburg Trust
H20 Portfolio (H20)
Scandinavian Active Fund (SAF)

In addition, a sale agreement has been entered into to sell the investment in the Dutch Active Fund Propco BV (DAF).

Details of each of the disposals is set out below:

1. GPT Halverton

Given the acquirer already had an existing management and financial services company, the Group did not dispose of the following 3 entities: GPT Halverton Financial Services Limited, HBI Lux PropCo A Sarl and Woolomooloo Investments B.V and are currently preparing these entities for liquidation. As such, GPT has recognised the assets and liabilities of these entities in GPT’s Statement of Financial Position and there were no fair value adjustments or contingencies recognised as liabilities on recognition.

2. Hamburg Trust

On 11 November 2009, GPT sold its 100% ownership interest in Hamburg Trust Alliance Fund for a nominal amount, based on the Fund’s valuation of zero as at 31 December 2008.

Hamburg Trust Alliance Fund (Hamburg Trust) also owned an investment in Hamburg Trust Bergedorf Objekt KG Fund (the Fund). During the current financial year, Hamburg Trust successfully marketed the Fund to new investors which raised new capital. As a result, new shares were issued in the Fund during the current financial year with a value of €2,207,300 and this had the effect of significantly diluting Hamburg Trust’s ownership interest in the Fund to negligible amount.

3. H20

4. SAF

5. DAF

In addition, GPT Europe 2 Sarl also provided the following to the purchasers:

loans totalling €28 million with interest payable at 8% per annum. These loans are only repayable to GPT Europe 2 Sarl should the DAF shareholding be on-sold to a third party by the purchasers. These loans are in effect a facility to allow simultaneous settlement to occur by the purchasers in the event of any future sale of the DAF shareholding or by way of funding any breach of the Sale & Purchase agreement by GPT Europe 2 Sarl. As at 31 December 2009, the €28 million loan was not drawndown;
an entitlement to 50% of any excess over a set price should the DAF investment be successfully on-sold to a third party and this sale was arranged by the investors.

215

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS

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For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
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5. Non-current assets held for sale, discontinued operations and disposals (continued)

(a) Details of discontinued operations (continued)

(i) Funds Management - Europe (continued)

5. DAF (continued)

The sale transaction is subject to two regulatory consents, one of which is the Dutch tax authority. These are in progress but have not been received at the date of this report. Until these consents are received, the sale remains conditional. Therefore, at 31 December 2009, GPT Europe 2 Sarl continues to recognise a 38.04% investment in DAF for $30.6million, as the transaction does not qualify as a sale under Australian Accounting Standards.

Funds Management Europe investments included as non-current assets classified as held for sale at 31 December 2009

As a result of the above, the following investments have been included as non-current assets classified as held for sale in the Statement of Financial Position at 31 December 2009:

Dutch Active Fund Propco BV (DAF); and
a loan to Babcock & Brown Residential Operating Partnership LP.

(ii) Hotels/Tourism

As a result :

Kings Canyon (Watarrka) Resort Trust, a trust owned 46% by the Company, which held the Kings Canyon Resort until the Resort’s sale on 11 November 2009
the Voyages hotel management business remain unsold as at 31 December 2009 and have been included as non-current assets classified as held for sale in the Statement of Financial Position.

(iii) Joint Venture

On 7 May 2009, GPT announced its intention to accelerate its exit from the Group’s Joint Venture with Babcock & Brown and this involved the disposal of the European Joint Venture with the disposal of BGP Investment Sarl on 21 August 2009.

Disposal of BGP Investment Sarl

On 31 July 2009, GPT announced its exit of the European component of the Joint Venture with Babcock & Brown by way of an In Specie Dividend in BGP Holdings Limited (previously GPT MaltaCo 1 Limited) to GPT Securityholders. BGP Holdings Limited was the vehicle through which the Company held its ordinary equity interest in the European Joint Venture. In the financial statements, BGP Holdings Limited is included in the joint venture investment of BGP Investment Sarl, a Luxembourg based company that indirectly owns the Joint Venture’s European investments.

In specie dividend

The in specie dividend of ordinary shares to GPT Securityholders for €10,000 (AUD $16,000) in BGP Holdings Limited (previously GPT MaltaCo 1 Limited) was made on 12 August 2009. This was equal to the value of the ordinary equity in BGP Holdings Limited. This dividend was paid out of the current year profits of GPT Management Holdings Limited and the value of shares issued to shareholders in specie represented 94.7% of the total capital, voting and dividend rights of BGP Holdings Limited. GPT Management Holdings Limited will hold the remaining 5.3% of the ordinary equity and also one non-participating and non-voting Class B share in BGP Holdings 2 Limited (formerly GPT MaltaCo2 Limited), a subsidiary of BGP Holdings Limited. Both these investments will be held at zero as the expectation to receive any dividends or capital returns from them is very remote.

The dividend provides GPT Securityholders from 12 August 2009 with a beneficial interest in BGP Holdings Limited on a 1 to 1 basis. The beneficial interest will be held through a bare trustee, Trustee Company Fiduciary Services Limited (Trustee). BGP Holdings Limited is an unlisted, public limited company incorporated in Malta, which owns GPT’s interest in the European Joint Venture.

The dividend provided GPT with the opportunity to exit the European component of its Joint Venture with Babcock & Brown.

(iv) US Senior Housing does not qualify as Discontinued Operations

The US Senior Housing Portfolio is not classified as a discontinued operation at 31 December 2009 as it not actively marketed.

216

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

5. Non-current assests held for sale, discontinued operations and disposals (continued)

(b) Details of Assets and Liabilities of Discontinued Operations and Assets Classified as Held for Sale

The table below sets out the assets and liabilities that continue to be owned by the Company at 31 December 2009, as discussed in note 5(a)(i), 5(a)(ii) and 5(a)(iii). Note 2(d) shows these assets and liabilities as an aggregate amount on the lines “non-current assets and liabilities held for sale” in the Statement of Financial Position. As such, the table below splits out the major classes comprising the aggregate assets and liabilities.

Note	Consolidated entity
	Funds Management Europe 31 Dec 09 $000’s Hotel/ Tourism 31 Dec 09 $000’s Joint Venture 31 Dec 09 $000’s Total 31 Dec 09 $000’s Total 31 Dec 08 $000’s
Non-current assets classified as held for sale Cash at bank and at call Loans and receivables Inventories Investments in associates and joint ventures Property, plant and equipment Other assets Total assets classified as held for sale 2(d) Non-current liabilities classified as held for sale Trade payables and accruals Provision for employee benefits Total liabilities classified as held for sale 2(d)	- 10,672 - 10,672 - 18,946 16,967 - 35,913 - - 4,405 - 4,405 - 30,553 588 - 31,141 - - 5,200 - 5,200 - - 39 - 39 -
	49,499 37,871 - 87,370 -
	- 15,972 - 15,972 - - 2,408 - 2,408 -
	- 18,380 - 18,380 -

(c) Financial performance and cashflow information relating to discontinued operations

The financial performance and cash flow information up to the date of disposal and for the financial year ended 31 December 2009 (where the operations remain at year end) is set out below. These results are shown at note 2(a) within the Discontinued Operations segments.

Prior year comparatives have been restated and are also included.

	Consolidated entity Parent entity 31 Dec 09 $000’s 31 Dec 08 $000’s 31 Dec 09 $000’s 31 Dec 08 $000’s
Revenue Expenses Loss before income tax Income tax benefit Loss after income tax of discontinued operations 2(a) Net cash outflow from operating activities Net cash inflow/(outflow) from investing activities Net cash outflow from financing activities Net decrease in cash generated by the discontinued operations	239,632 (4,069) - - (339,594) (686,646) - -
	(99,962) (690,715) - - 9,950 9,726 - -
	(90,012) (680,989) - -
	(25,446) (58,613) - - 11,371 (34,348) - - (1,020) (40,165) - -
	(15,095) (133,126) - -

217

THE GPT GROUP ANNUAL REPORT 2009

NOTES TO THE FINANCIAL STATEMENTS

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For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
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5. Non-current assests held for sale, discontinued operations and disposals (continued)

(d) Details of all disposals in the Statements of Comprehensive Income and Statements of Financial Position

The net loss on sale of disposals from discontinued operations and in the general course of business during the financial year were:

	Consolidated entity Parent entity 31 Dec 09 $000’s 31 Dec 08 $000’s 31 Dec 09 $000’s* 31 Dec 08 $000’s
Details of disposals during the year: Cash consideration - net of transaction costs Total consideration Carrying amount of net assets sold Loss on sale before income tax Income tax expense Loss on sale after income tax The carrying amounts of assets and liabilities as at the date of disposal were: Cash at bank and at call Trade receivables Inventories Other assets Total assets Trade payables and accruals Derivative liabilities Borrowings Total liabilities Net assets	8,700 - - -
	8,700 - - - (51,522) - - -
	(42,822) - - - - - - -
	(42,822) - - -
	28,722 - - - 8,777 - - - 380,337 - - - 1,467 - - -
	419,303 - - -
	30,013 - - - 20,891 - - - 316,877 - - -
	367,781 - - -
	51,522 - - -

Disposals happened throughout the financial year and the table above shows the carrying value of assets and liabilities as at the date of disposals.

6. Retained profits/(accumulated losses)

Company
$’000
Non-controlling
Interest
$’000
Total
$’000

Consolidated entity
Balance at 1 January 2008
Non-controlling interest on acquisition of controlled entities
Net loss for the financial year
Balance at 31 December 2008
Balance at 1 January 2009
Net loss for the financial year
less: in specie dividend
Balance at 31 December 2009
Parent entity
Balance at 1 January 2008
Net loss for the financial year
Balance at 31 December 2008
Balance at 1 January 2009
Net loss for the financial year
less: in specie dividend
Balance at 31 December 2009

(20,022)
19,137
(885)
-
3,575
3,575
(697,193)
(10)
(697,203)
(717,215)
22,702
(694,513)
(717,215)
22,702
(694,513)
(119,122)
(14,490)
(133,612)
(16)
-
(16)
(836,353)
8,212
(828,141)
(48,704)
-
(48,704)
(479,909)
-
(479,909)
(528,613)
-
(528,613)
(528,613)
-
(528,613)
5,804
-
5,804
(16)
(16)
(522,825)
-
(522,825)

218

For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS

7. Auditors’ remuneration

During the financial year the following amounts were paid or payable for services provided by the auditor of the Company, PricewaterhouseCoopers, or any other entity in the consolidated entity and its related parties:

	Consolidated entity	Consolidated entity	Parent	entity
	31 Dec 09	31 Dec 08	31 Dec 09	31 Dec	08
	$	$	$		$
Audit services
PricewaterhouseCoopers Australia
Statutory audit and review of financial reports	547,250	710,997	252,000	353,800
Affiliates of PricewaterhouseCoopers Australian firm including overseas firms
Statutoryaudit and review of financial reports	361,073	443,651	-		-
Total remuneration for audit services	908,323	1,154,648	252,000	353,800
Other assurance services
PricewaterhouseCoopers Australian firm
Regulatory and contractually required audits	95,000	57,000	-		-
Other services	-	313,667	-		-
Affiliates of PricewaterhouseCoopers Australian firm including overseas firms
Due diligence services	-	135,436	-		-
Total remuneration for other assurance services	95,000	506,103	-		-
Total remuneration for audit and assurance services	1,003,323	1,660,751	252,000	353,800
Non audit related services
PricewaterhouseCoopers Australian firm
Taxation services	-	48,698	-		-
Affiliates of PricewaterhouseCoopers Australian firm including overseas firms
Taxation services	39,173	87,383	-		-
Total remuneration for non audit related services	39,173	136,081	-		-
Total auditor's remuneration	1,042,496	1,796,832	252,000	353,800

8. Events subsequent to reporting date

The Directors are not aware of any matter or circumstance occurring since the end of the financial year.

219

THE GPT GROUP ANNUAL REPORT 2009

DIRECTORS’ DECLARATION

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For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
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The directors declare that in their opinion, the concise financial report of the consolidated entity for the year ended 31 December 2009 as set out on pages 205 to 219 complies with Accounting Standard AASB 1039 Concise Financial Reports.

The concise financial report is an extract from the full financial report for the year ended 31 December 2009. The financial statements and specific disclosures included in the concise financial report have been derived from the full financial report.

The concise financial report cannot be expected to provide a full understanding of the financial performance, financial position and financing and investing activities of the consolidated entity as the full financial report, which is available on request.

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

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Ken Moss Chairman

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Michael Cameron Managing and Executive Director

GPT Management Holdings Limited Sydney 22 February 2010

220

INDEPENDENT AUDIT REPORT

For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES

PricewaterhouseCoopers ABN 52 780 433 757

Independent auditor’s report to the members of GPT Management Holdings Limited

Report on the concise financial report

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

The accompanying concise financial report of GPT Management Holdings Limited (the company) comprises the statement of financial position as at 31 December 2009, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended and related notes, derived from the audited financial report of GPT Management Holdings Limited for the year ended 31 December 2009. The concise financial report does not contain all the disclosures required by the Australian Accounting Standards.

Directors’ responsibility for the concise financial report

The directors are responsible for the preparation and presentation of the concise financial report in accordance with Accounting Standard AASB 1039 Concise Financial Reports, and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation of the concise financial report; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibility

Our responsibility is to express an opinion on the concise financial report based on our audit procedures. We have conducted an independent audit, in accordance with Australian Auditing Standards, of the financial report of GPT Management Holdings Limited for the year ended 31 December 2009. Our audit report on the financial report for the year was signed on 22 February 2010 and was not subject to any modification. The Australian Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report for the year is free from material misstatement.

Our procedures in respect of the concise financial report included testing that the information in the concise financial report is derived from, and is consistent with, the financial report for the year, and examination on a test basis, of evidence supporting the amounts and other disclosures which were not directly derived from the financial report for the year. These procedures have been undertaken to form an opinion whether, in all material respects, the concise financial report complies with Accounting Standard AASB 1039 Concise Financial Reports.

Our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the concise financial report.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Liability limited by a scheme approved under Professional Standards Legislation

221

THE GPT GROUP ANNUAL REPORT 2009

INDEPENDENT AUDIT REPORT

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For the year ended 31 December 2009 – GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
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Independent auditor’s report to the members of GPT Management Holdings Limited (continued)

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

Auditor’s opinion on the financial report

In our opinion, the concise financial report of GPT Management Holdings Limited for the year ended 31 December 2009 complies with Australian Accounting Standard AASB 1039: Concise Financial Reports.

Auditor's opinion on the remuneration report

In our opinion, the Remuneration Report of GPT Management Holdings Limited for the year ended 31 December 2009 complies with section 300A of the Corporations Act 2001.

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PricewaterhouseCoopers

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DH Armstrong Partner

Sydney 22 February 2010

222

SUPPLEMENTARY INFORMATION

Payments to GPT Securityholders

The table below includes payments made for the 2009 calendar year. Details of all payments made after 19 September 1985 are available from GPT’s website (at www.gpt.com.au) or from the Securityholder Service Centre on Freecall 1800 025 095.

GPT’s year end for tax purposes is 31 December, at which time the net Income of the Trust for this period is determined. As a result, the components of the Trust Distribution, against which withholding tax amounts are calculated for each quarter of the current financial year, are estimates only. The final components of each quarterly payment will be set out in the Annual Taxation Statement which is mailed to all investors in July, and will also be published on the website.

3 Months	Date Paid	Distribution	Dividend	Tax Deferred1
Ended		(centsper security)	(centsper security)	(centsper security)
31 Mar 09	29 May 09	1.6	0	1.600000
30 Jun 09	25 Sept 09	0.9	0	0.900000
30 Sep 09	27 Nov 09	1.0	0	1.000000
31 Dec 09	26 Mar 10	1.0	0	1.000000

1 The Tax Deferred component, comprising the Depreciation Allowance and distribution of pre-20 September 1985 realised and unrealised capital gain, is non-assessable for income tax. However, in determining the capital gain for CGT purposes, it will reduce the cost base or indexed cost base of units acquired after 19 September 1985. In determining a capital loss, the Tax Deferred component will reduce the cost base of units acquired after 19 September 1985.

Net Asset Backing of entities in the GPT Group

			NTA Backing per security*	General Property Trust	GPT Management Holdings
					Limited
				(unit)	(share)
30	Jun	09	$0.71	$0.71	-
31	Dec	09	$0.69	$0.69	-

Excludes provision for June/December quarter distributions respectively.

223

THE GPT GROUP ANNUAL REPORT 2009

SUPPLEMENTARY INFORMATION

GPT Issue of Securities

The following table lists all issues of GPT securities since 1996. A complete list of all securities issued since GPT’s inception in 1971 can be obtained from the Group’s website (at www.gpt.com.au) or by calling the Securityholder Service Centre on Freecall 1800 025 095.

Securities

Securities
Date	Description	No. of Securities	Price $	Amount $
19.01.96	Exercise of Options (1996)	2,614,035	1.89	4,930,800
19.04.96	Exercise of Options (1996)	627,294	1.93	1,209,400
27.06.96	Exercise of Options (1996-1998)	83,693,011	1.84	166,022,274
12.07.96	Exercise of Options (1996)	678,834	1.77	1,203,900
15.08.96	GEM Acquisition	312,978,299	2.25	704,201,173
03.09.96	GEM Acquisition	30,636,989	2.24	68,626,855
Various 1996	Manager’s Fee Units	3,993,662	Various	9,271,399
01.07.97	Exercise of Options (1996-1998)	76,521,770	2.01	166,053,931
27.11.97	Private Placement	60,000,000	2.50	148,875,000
03.12.97	Ayers Rock Purchase	2,850,196	2.55	7,268,000
Various 1997	Manager’s Fee Units	3,151,747	Various	7,847,684
Various 1998	Distribution Reinvestment Plan	38,874,312	Various	107,426,512
Various 1998	Manager’s Fee Units	1,763,679	Various	4,913,184
06.07.98	Exercise of Options (1996-1998)	63,808,671	2.41	166,231,132
Various 1999	Distribution Reinvestment Plan	52,208,394	Various	138,119,897
28.04.99	Manager’s Fee Units	373,816	2.78	1,039,208
21.05.99	Private Placement	88,709,678	2.48	218,762,401
Various 2000	Distribution Reinvestment Plan	61,230,010	Various	154,088,103
15.06.00	Darling Park Purchase	80,071,710	2.51	200,979,992
30.08.00	Private Placement	76,045,627	2.63	197,500,000
Various 2001	Distribution Reinvestment Plan	66,871,458	Various	175,265,269
02.01.01	Darling Park Purchase	27,600,000	2.38	65,688,000
27.03.01	Darling Park Purchase	17,660,000	2.72	47,998,114
01.01.02	Darling Park Purchase	6,100,000	2.38	14,518,000
Various 2002	Distribution Reinvestment Plan	76,561,979	Various	206,757,361
02.04.04	Private Placement	67,000,000	3.03	203,010,000
08.06.06	Security Purchase Plan	24,813,896	4.03	100,000,000
Various 2007	Distribution Reinvestment Plan	35,864,327	Various	165,527,515
23.11.07	Issue of Securities	22,219,109	4.60	102,167,909
Various 2008	Distribution Reinvestment Plan	118,119,256	Various	333,305,018
11.11.08	Issue of Securities	1,697,973,421	0.60	1,018,784,052
28.11.08	Issue of Securities	551,657,181	0.60	330,994,308
27.05.09	Issue of Securities	4,091,926,477	0.35	$1,432,172,267
16.06.09	Issue of Securities	718,294,466	0.35	$251,403,063
Exchangeable Securities
Date	Description	No. of Securities	Price $	Amount $
01.01.08	Opening securities on issue	-	-	-
27.11.08	Issue of exchangeable securities	2,500	240,600,000	240,600,000

224

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Spread of Securityholders as at 26 February 2010

Spread of Securityholders as at 26 February 2010
Holding	GPT
	No. of Securityholders
1-1,000	5,499
1,001-5,000	19,930
5,001-10,000	12,328
10,001-100,000	20,291
100,001 and over	1,414
Total number of Securityholders	59,462

The number of security investors holding less than a marketable parcel of 848 securities ($0.590 on 24/02/2010) is 4,182 and they hold 1,618,935 securities.

Substantial Holders in GPT as at 26 February 2010

ubstantial Holders in GPT as at 26 February 2010
Securityholder	Number of Securities
Blackrock Investment Management (Australia) Limited	506,945,548
The Vanguard Group, Inc	468,048,595
Commonwealth Bank of Australia	607,818,945
Deutsche Bank	1,378,120,972
Government of Singapore Investment Corporation Pte Ltd and its associates	1,029,376,413*
Stockland	875,603,304**

*Includes 321,916,044 votes that would be exercisable by a holder of the total number of Units which would be required to be issued to the Exchangeable Security Holder if the Exchangeable Securities held by that Securityholder had been exchanged on the record date of the relevant meeting. The total number of votes is based on an initial aggregate principal amount of exchangeable securities which is $250,000,000 to be exchanged at the “Exchange Price” in effect at the relevant “Exchange Date” which at 31 December 2009 was $0.7766.

** As disclosed in Substantial Holder Notice dated 13 February 2009, Stockland advise they have voting power of 875,603,304 securities and an economic interest in additional securities through equity derivatives.

225

THE GPT GROUP ANNUAL REPORT 2009

SUPPLEMENTARY INFORMATION

20 Largest GPT Securityholders as at 26 February 2010

20 Largest GPT Securityholders as at 26 February 2010
Securityholder	Number of Securities	Percentage of total issued
		Securities
HSBC Custody Nominees (Australia) Limited	2,983,840,134	32.16%
National Nominees Limited	1,340,917,985	14.45%
JP Morgan Nominees Australia Limited	1,313,081,373	14.15%
Pan Australian Nominees Pty Limited	622,053,635	6.70%
Citicorp Nominees Pty Limited	532,955,824	5.74%
ANZ Nominees Limited (Cash Income Account)	251,899,285	2.72%
Cogent Nominees Pty Limited	128,881,952	1.39%
Citicorp Nominees Pty Limited (CFS WSLE Property Secs Account)	107,170,954	1.16%
AMP Life Limited	104,173,098	1.12%
Queensland Investment Corporation	67,766,336	0.73%
Citicorp Nominees Pty Limited (CFSIL CFS WS Aust Share Account)	50,055,756	0.54%
RBC Dexia Investor Services Australia Nominees Pty Limited	45,895,519	0.49%
UBS Nominees Pty Ltd	43,649,464	0.47%
Cogent Nominees Pty Limited (SMP Accounts)	36,287,622	0.39%
Citicorp Nominees Pty Limited (CFSIL CFS WS Index Prop Account)	36,197,377	0.39%
Citicorp Nominees Pty Limited (CFSIL CWLTH Property 1 Account)	35,864,456	0.39%
Bond Street Custodians Limited (ENH Property Securities Account)	34,193,502	0.37%
Citicorp Nominees Pty Limited (CFSIL CWLTH Property 6 Account)	25,187,907	0.27%
Bond Street Custodians Limited (Property Securities Account)	24,858,506	0.27%
RBC Dexia Investor Services Australia Nominees Pty Limited (GSJBW	24,063,066	0.26%
Account)
Total	7,808,993,751	84.17%
Total Securities	9,277,584,743	100.00%

Voting

Securityholders in the GPT Group are entitled to 1 vote for each dollar of the value of the total securities they hold in the Group.

226

AI assistant

GPT GROUP — Annual Report 2009

65009_rns_2010-03-25_89ef8700-4267-4ce9-b018-c30bb6719bf6.pdf

CONTENTS

RESULTS SUMMARY

FIVE YEAR PERFORMANCE SUMMARY

YEAR OF REINVIGORATION

SIGNIFICANT PROGRESS ON STRATEGY

CAPITAL MANAGEMENT

FINANCIAL PERFORMANCE

BUSINESS PERFORMANCE

DEVELOPMENT

STRONG CORPORATE RESPONSIBILITY POSITION

OUTLOOK FOR 2010

~~D~~

165 million annual customer visits

KEY ACTIVITIES

AUSTRALIAN RETAIL

DEVELOPMENT

DEVELOPMENT SUCCESS

DEVELOPMENTS UNDERWAY

FUTURE DEVELOPMENT OPPORTUNITIES

CORPORATE RESPONSIBILITY

COMMUNITY ENGAGEMENT

MARKET OVERVIEW

2010 FOCUS

AUSTRALIAN OFFICE

KEY ACTIVITIES

AUSTRALIAN OFFICE

DEVELOPMENT SUCCESS

DEVELOPMENT UNDERWAY

FUTURE DEVELOPMENT OPPORTUNITIES

quality base of corporate and government tenants

CORPORATE RESPONSIBILITY

COMMUNITY ENGAGEMENT

MARKET OVERVIEW

2010 FOCUS

AUSTRALIAN INDUSTRIAL/BUSINESS PARKS

KEY ACTIVITIES

KEY METRICS: GPT INDUSTRIAL/BUSINESS PARK PORTFOLIO (at 31 December 2009)

FUTURE DEVELOPMENT OPPORTUNITIES

MARKET OVERVIEW

CORPORATE RESPONSIBILITY

2010 FOCUS

AUSTRALIAN FUNDS MANAGEMENT

two high quality Australian funds

KEY ACTIVITIES

Our funds management platform is ~~focused on the Australian retail~~ and office sectors. ~~”~~

$4.9 billion assets under management

THE GPT WHOLESALE OFFICE FUND (GWOF)

KEY METRICS: GPT WHOLESALE OFFICE FUND PERFORMANCE

AUSTRALIAN FUNDS MANAGEMENT

THE GPT WHOLESALE SHOPPING CENTRE FUND (GWSCF)

OTHER INVESTMENTS

Investments outside GPT’s core business now represent only 9% of the Group’s real estate investments.

SALES PROGRAM

HOTEL/TOURISM

HOMEMAKER CITY PORTFOLIO

US SENIORS HOUSING

CORPORATE RESPONSIBILITY

HEADLINE ACHIEVEMENTS AND RESULTS

WORLD LEADER IN SUSTAINABILITY

WORKING WITH TENANTS

$1 BILLION IN SUSTAINABLE GROWTH

$1.9 MILLION IN GOVERNMENT SUPPORT

COMMUNITY ENGAGEMENT

CORPORATE RESPONSIBILITY

ENVIRONMENT

ENERGY DOWN BY 24%

WATER SAVINGS 33%

WASTE RECYCLING RATE 48%

GREENHOUSE EMISSIONS INTENSITY CUT BY 28%*

INNOVATION IN BUILDING MATERIALS

COMMUNITIES

STATUS 2009 GOALS

EARTH HOUR

NATIONAL RECYCLING WEEK

NATIONAL VOLUNTEER WEEK

MENTAL HEALTH WEEK

WALK TO WORK DAY

GPT GROUP Annual Report 2009

D

Our funds management platform is focused on the Australian retail and office sectors. ”