Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

GPT RE Limited as responsible entity of General Property Trust

ABN

27 107 426 504

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 ⁺Class of ⁺securities issued or to be | issued

Senior, Unsubordinated, Unsecured Fixed Rate Medium Term Notes (MTNs).

Number of ⁺securities issued or to $\overline{2}$ 3250 be issued (if known) or maximum number which may be issued
Principal terms of the 'securities (eg, 3 if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

Denominations: \$100,000 (subject to a minimum consideration of \$500,000) Coupon: 6.00% p.a. Coupon frequency: Semi annually in arrears. Maturity Date: 30 March 2009 Please refer to the Term Sheet dated 20 March 2006, the Information Memorandum dated 22 February 2002 and the Supplemental Information Memorandum dated 5 November 2003.

See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Do the 'securities rank equally in all | 4 respects from the date of allotment with an existing ⁺class of quoted *securities?

If the additional securities do not rank equally, please state:

the date from which they do
the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Issue price or consideration 5

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

The net proceeds from the sale of the MTNs will be used in its ordinary operations.

\$100,000

7 Dates of entering *securities into $N/A$ uncertificated holdings or despatch of certificates
8 Number and ⁺class of all *securities quoted $O21$ ASX (including the securities in clause 2 if applicable)

Number	⁺ Class
3250	Senior,
	Unsubordinated,
	Unsecured Fixed Rate
	Notes due 30 March
	2009
3750	Senior,
	Unsubordinated,
	Unsecured Floating
	Rate Notes due 30
	March 2009
2,041,530,506	Stapled Securities

See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

		Number	$\triangleleft$ Class
9	Number and ⁺ class of all N/A *securities not quoted on ASX (including the securities in clause 2 if applicable)		N/A

10 Dividend policy (in the case of $a$ ) trust, distribution policy) on the increased capital (interests)

	.

N/A
--------------------------------------

Part 2 - Bonus issue or pro rata issue

approval | N/A

$N/A$

$11$ $\mathbf{I}$ s security holder required?
12 Is the issue renounceable or nonrenounceable?
13 Ratio in which the 'securities will | N/A be offered
$14$ *Class of *securities to which the | $N/A$ offer relates
15 *Record date $\mathbf{t}$ determine | $N/A$ entitlements
16 Will holdings on different registers | N/A (or subregisters) be aggregated for calculating entitlements?
17 Policy for deciding entitlements in | N/A relation to fractions
18 Names of countries in which the | N/A entity has *security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

19 Closing date for receipt $\overline{\mathbf{o}}$ acceptances or renunciations

20 Names of any underwriters

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	エイバエル

See chapter 19 for defined terms.

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$\hat{\boldsymbol{\cdot}$

21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances renunciations on behalf of or *security holders	N/A
25	If the issue is contingent $_{\text{on}}$ *security holders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	N/A
28	Date rights trading will begin (if N/A applicable)
29	Date rights trading will end (if N/A applicable)
30	How do *security holders sell their entitlements in full through a broker?	N/A
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?	N/A

See chapter 19 for defined terms.

$1/1/2003$

-32	How do $\beta$ security holders dispose of $\beta$ N/A their entitlements (except by sale I through a broker)?

33 *Despatch date

÷

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities (tick one)
$(a)$ Securities described in Part 1
$(b)$

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

If the ⁺securities are ⁺equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

If the 'securities are 'equity securities, a distribution schedule of the additional ⁴securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$

5,001 - 10,000 10,001 - 100,000 100,001 and over

A copy of any trust deed for the additional +securities

See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

Entities that have ticked box 34(b)

38	Number of securities for which *quotation is sought	N/A
39.	Class of *securities for which quotation is sought	N/A
40	Do the securities rank equally in all $ $ respects from the date of allotment with an existing class of quoted *securities? If the additional securities do not	N/A
	rank equally, please state: the date from which they do the extent to which they participate for the next dividend. (in the case of $\mathbf{a}$ trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
41	Reason for request for quotation now Example: In the case of restricted securities, end of	N/A
	restriction period (if issued upon conversion оf another security, clearly identify that other security)

42	Number and ⁺ class of all ⁺ securities quoted on ASX (including the securities in clause 38)	Number N/A	$+C$ lass N/A

See chapter 19 for defined terms.

Quotation agreement

$\mathbf{1}$

*Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
$\overline{2}$ We warrant the following to ASX.
The issue of the "securities to be quoted complies with the law and is not for an illegal purpose.
There is no reason why those 'securities should not be granted 'quotation.
An offer of the ⁺securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any 'securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the ⁺securities be quoted.
If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:		Date: $5/7/06$
	(Director/Company secretary)
	James Anthony Coyne
Print name:

24/10/2005 Appendix 3B Page 7

⁺ See chapter 19 for defined terms.

Terms Sheet (definitions of "MTN" and "Terms Sheet" and clauses 2.2 and 3.7)

29 March 2006

To: Commonwealth Bank of Australia (ABN 48 123 123 124) Level 4 120 Pitt St Sydney NSW 2000

GPT RE LIMITED ABN 27 107 426 504 as responsible entity of the General Property Trust - MTN PROGRAMME

We hereby confirm the following agreement for the issue to us of MTNs, each having the terms and conditions set out below, and otherwise in accordance with the terms and conditions of the Deed of Terms and Conditions dated 26 February 1999 made by Perpetual Trustee Company Limited (in its then capacity as trustee of the Trust), GPT Management Limited (in its then capacity as manager of the Trust), Computershare Investor Services Pty Limited (formerly Computershare Registry Services Pty Limited) as the Registrar and Commonwealth Bank of Australia as the Manager, as amended by the Amending Deed dated 22 February 2002 between GPT Management Limited, Commonwealth Bank of Australia, Computershare Investor Services Pty Limited and each of the Dealers set out in Schedule 4 of the deed and the Amending Deed dated 5 November 2003 between GPT Management Limited, Commonwealth Bank of Australia and each of the Dealers set out in Schedule 2 of the deed, in which the terms and conditions of the MTNs and the STNs are set out. Terms not defined herein have the meanings given to them in the Deed of Terms and Conditions.

Overall MTN Details

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GPT RE Limited as responsible entity of General Property Trust

Principal Amount (face amount) on the Issue Date of each MTN:		\$100,000 (subject to a minimum consideration of \$500,000)
Number of MTNs to be issued:			3250
Type of MTNs:		Amortised Notes
		Fixed Rate Notes
		Floating Rate Notes
		Indexed Notes
		Structured Notes
	П	Zero Coupon Notes
	l I	Other (specify)
Maturity Date:			30 March 2009
Issued at:		Par
		Discount
		Premium
Settlement Price:			99.649

In the event the Tenor of the MTN consists of a number of days which is not evenly divisible by the number of whole months in the Interest Period, the Settlement Price of the MTN will take into account the interest owed for days not in

the Tenor of the MTN (in the event the number of months is rounded up) or interest not owed for days in the Tenor of the MTN (in the event the number of months is rounded down). Issue Date: 30 March 2006 Interest Calculation and Payment, Repayment -N/A Amertised Notes (Give details, including Redemption Amounts and Redemption Dates) $(a)$ $(b)$ Fixed Rate Notes $6.00$ per cent per annum Fixed Interest Rate(s): Each 30 September and 30 March, beginning 30 September 2006, up to Interest Payment Dates: and including the Maturity Date Principal Amount Redemption Amount: $N/A$ $(c)$ Floating Rate Notes $\Box$ $\Box$ Bank Bill Rate Floating Rate Basis: Ofher (specify and detail source and procedures if not available) Margin(s) to Floating Rate Basis: Interest Payment Dates: Redemption Amount: $N/A$ Indexed Notes $(d)$ Index: (Specify method of calculation of Variable Indexed Amount: Details to include: + Source for index Person responsible for calculations • Provision for calculation on early redemption, where reference to Index or formula is impossible or impracticable $\hat{\mathbf{r}}_k$ etc) Base Index Figure:

	Interest Payment Dates:
	[Redemption Amount]:
(e)	Structured Notes	N/A
	Describe characteristics _____ _____
	(Give details including, as required, source, calculation arrangements, alternatives etc) ________
$\bf{f}$	Zero Coupon Notes	$N/\Lambda$
	Redemption Price ________
	Amortisation Rate for Early Redemption______
$\left( g\right)$	Other Options	N/A
	(Give details)
	Other Issue Details
Instructions:	Special Issuance	N/A
	Other Special Conditions including, as appropriate:
	Events Affecting Maturity	N/A
	Call Option (early redemption at the option of the Issuer) (give details):	N/A
	Put Option (early redemption: at the option of the Noteholders) (give details):	N/A
	Maturity Extension Option (option of the Noteholder to _____	N/A
	extend maturity, at the offer of the Issuer) (give details): --------------------------------------	N/A
	See the Annexure to this Terms Sheet for details of a covenant ("Negative Pledge") Other:

$\overline{3}$ .

Name of Dealers:

Commonwealth Bank of Australia ABN 48 123 123 124

National Australia Bank Limited ABN 12004044937

Settlement Details:

By:

Austraclear CBAA25

Austraclear NABL34

ŕ,

Commonwealth Bank of Australia

.
Jate

Date

⊿ National Australia Bank Limited

The above details are confirmed by the Issuer, in respect of:

ISSUE NUMBER: GPTC05

ISIN NUMBER: AU 300GPTC0 5

COMMON CODE:

n e la t

024922456

Authorised Officers of GPT RE Limited as responsible emity of the General Property Trust

$4,$

Annexure to Termsheet dated 29 March 2006

Special Condition 1.1 is added as follows:

$1.1$ Negative pledge

The Issuer, shall not (and the Issuer shall ensure that no member of the Group will) create or permit to $(a)$ subsist any Security over any of its assets, provided any Security securing Financial Indebtedness of the Joint Venture will not be prohibited if it is entered into on a non recourse basis to the Trust.
$(b)$ Without limiting paragraph (a), the Issuer shall not (and the Issuer shall ensure that no member of the Group will):
$(i)$ sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by the Issuer or any wholly owned sub-trust of the Trust or its Affiliate;
$(ii)$ sell, transfer or otherwise dispose of any of its receivables on recourse terms;
$(iii)$ enter any title retention arrangement;
$(iv)$ enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts or not repayable in certain. circumstances; or
$(v)$ enter into any other preferential arrangement having a similar effect,

in the case of paragraphs (iii) and (iv) in circumstances where the arrangement or transaction is entered into primarily as a method of raising or securing Financial Indebtedness or of financing the acquisition of an asset.

$(c)$ Paragraphs (a) and (b) above do not apply to:
$(i)$ a Security granted by, entered into or given by the Issuer:
- $(A)$ as responsible entity or the trustee of a trust other than the Trust in respect of the assets other than assets of the Trust; or
- (B) in its personal capacity in respect of assets other than the assets of the Trust;
$(ii)$ the Issuer's lien in respect of the assets of the Trust in relation to its right of indemnity for liabilities of the Issuer;
$(iii)$ a Security over an asset acquired by the Trust after the date of this document being a Security which is in existence at the time the asset is acquired (and which was not created in contemplation of the asset being acquired);
$(iy)$ a Security granted by the Issuer:
- $(A)$ in replacement of an existing Security granted by the Issuer so long as the existing Security was granted in compliance with this document and so long as the replacement Security is limited to substantially the same assets as the existing Security that it is replacing; or
- (B) in accordance with an obligation to grant such Security where the obligation to do so is entered into prior to the date of this document, and where details of the obligation to provide the Security have been provided to the Dealers prior to the date of this document;

ŕ,

$(v)$

a Security over an asset of the Trust which:

$(A)$

is created by operation of law and which arises in the ordinary course of business where there is no default with respect to the obligations secured by the Security or those obligations are being, or within a reasonable time after the judgment will be, appealed or otherwise contested in good faith or paid in full, including without limitation:

$(1)$ a Security in favour of a Governmental Agency for unpaid rates and/or taxes:
$(II)$ a possessory lien for the unpaid balance of moneys owing for work, repairs, warehousing, storage, delivery or other services;
(B) arises in respect of a judgment where the judgment is being, or will within a reasonable time after the judgment be, appealed or otherwise contested in good faith or paid in full;
$\rm (C)$ consists of an easement, right of way, encroachment, reservation, restriction or condition on any real property interest where such Security does not materially interfere with or impair the operation or use of the property affected;
(D) consists of minor defects or irregularities in the title to any real property interest which does not materially interfere with or impair the operation of use of such property;
$(vi)$ a Security:
$(A)$ which arises in respect of an asset acquired by the Trust in the ordinary course of business in favour of the seller by operation of law or by virtue of the retention or reservation of title over, that asset in favour of the seller until payment of the purchase price for that asset; or
$(B)$ given over an asset acquired by the Trust in the ordinary course of business for a period not exceeding 180 days to secure the purchase price of, or financial accommodation obtained for the purchase of, that asset;
(vii) a Security over an asset of the Trust which is subject to a sale and leaseback, hire purchase or other similar transaction to secure the obligations of the Trust under that transaction;
(viii) a Security created over an asset of the Trust which secures all or part of the acquisition cost or development cost, or both of that asset;
$(ix)$ a Security created by the Trust over its interest in a joint venture to secure:
$(A)$ its obligations under the joint venture to any other party to the joint venture;
$(B)$ its obligations, or the obligations of the joint venture, or the obligations of any entity formed for the purpose of the joint venture, under any agreement relating to financial accommodation for the purposes of the joint venture; or
$(C)$ its obligations, or the obligations of the joint venture, or the obligations of any entity formed for the purpose of the joint venture, under any other agreement relating to the joint venture;
a Security created over an asset of the Trust or the relevant Group member where the $(x)$ . aggregate indebtedness of the Issuer or the relevant Group member secured by that Security (and each other Security granted under this paragraph $(x)$ ) does not exceed 10% of Total Tangible Assets of the Trust;
$(x_i)$ a Security created over an asset of the Trust to secure the obligations of the Issuer under a securities lending arrangement or other similar arrangement where the Security is discharged within 90 days of its creation;
$(xii)$ any arrangement involving the deposit of documents of title in relation to an asset of the Trust or any other Security created over an asset of the Trust which secures the obligations of the Issuer under the sale or deferred sale of that asset, or any put or call option over that asset; and
$(xiii)$ any cash deposit or eash collateral made or provided by the Trust:
$(A)$ to secure the performance of bids, tenders or contracts issued in the ordinary course of business (but not in connection with the borrowing or raising of money); or
(B) in relation to outstanding guarantees issued at the request of the Trust (but not exceeding the aggregate face value amount of those guarantees).

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company

Derivative Transaction means any agreement or transaction which is a derivative as defined in the Corporations Act, a Specified Transaction as defined in the 2002 ISDA Master Agreement or a Transaction as defined in the 1996 ISDA Equity Derivatives Definitions (both as published by the International Swaps and Derivatives Association, Inc.) or any other agreement or transaction of a similar nature or effect to any of the above.

Explanatory Memorandum means the explanatory memorandum of the Trust issued on 2 May 2005.

Financial Indebtedness means any indebtedness for or in respect of:

$(a)$ moneys borrowed:
(b) any amount raised under any acceptance credit, bill acceptance or bill endorsement facility;
(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
$(d)$ the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with generally accepted accounting principles, be treated as a finance or capital lease;
$(e)$ receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
(f) any redeemable shares where the holder has the right, or the right in certain conditions, to require redemption;
$\omega$ any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing:
(h) consideration for the acquisition of assets or services payable more than 90 days after acquisition;
$\bf{u}$ any Derivative Transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any Derivative Transaction, only the marked to market value shall be taken into account);
(j) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and
Œ) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above.

Governmental Agency means any government or any governmental, semi-governmental or judicial entity or authority. It also includes any self-regulatory organisation established under statute or any stock exchange

Group means the Issuer, the Trust and the Trust's Subsidiaries, sub-trusts and other controlled entities other than European Real Estate Joint Venture Company S.a.r.l and its Subsidiaries and sub-trusts. Holding Company means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

Intangible Assets means all assets regarded as intangible under generally accepted accounting principles.

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement, notice or arrangement having a similar effect

Subsidiary has the meaning given in the Corporations Act, but as if body corporate includes any entity. It also includes an entity required by current accounting practice to be included in the consolidated annual financial statements of that entity or would be required if that entity were a corporation.

Total Tangible Assets at any time means the consolidated total at that time of all assets which in accordance with generally accepted accounting principles would be included in the consolidated statement of financial position for the Trust at that time less consolidated Intangible Assets at that time

Trust means the General Property Trust ARSN 090 110 357 constituted under the Trust Constitution

Trust Constitution means the constitution for the General Property Trust dated 27 November 1970, as amended or varied from time to time.

Joint Venture means the JV established by GPT and Babcock and Brown to invest in property in the manner detailed in the Explanatory Memorandum

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AI assistant

GPT GROUP Capital/Financing Update 2006

65009_rns_2006-07-06_92640174-c16e-4a32-a957-914c82227411.pdf

Appendix 3B