GPT GROUP — Capital/Financing Update 2008

Nov 26, 2008

Supplementary Prospectus and Product Disclosure Statement

Supplementary Prospectus and Product Disclosure Statement for General Property Trust

Offer of Exchangeable Securities

General Property Trust (ARSN 090 110 357) the Responsible Entity of which is

GPT RE Limited (ACN 107 426 504) (AFSL 286 511) (the Issuer )

Legal Notice

This is a Supplementary Prospectus and Product Disclosure Statement prepared and issued by the Issuer (the Supplementary Prospectus ). It supplements the Prospectus and Product Disclosure Statement dated 19 November 2008 (the Prospectus ) issued in connection with the Offer and is to be read together with the Prospectus. Defined terms and abbreviations used in this Supplementary Prospectus have the meaning set out in the Glossary of the Prospectus.

Defined terms used in this Supplementary Prospectus have the meaning given in the Prospectus.

This Supplementary Prospectus is dated on 27 November 2008 and a copy of it was lodged with ASIC on that date. ASIC takes no responsibility for the content of the Supplementary Prospectus.

Each Director of the Issuer has consented to the lodgment of this Supplementary Prospectus with ASIC and has not withdrawn that consent.

Terms of Conditions of Exchangeable Securities

Since the date of the Prospectus, the Issuer has finalised the Terms and Conditions of the Exchangeable Securities.

As foreshadowed in the Prospectus, the Exchange Price of the Exchangeable Securities set out in Terms and Conditions has been adjusted (from $1.25 to $0.9628) to account for the dilutive effect of the capital raising described in the Entitlement Offer Prospectus.

The final Terms and Conditions of the Exchangeable Securities are set out in full in the attachment to this Supplementary Prospectus.

Page 1

Supplementary Prospectus and Product Disclosure Statement

Attachment

Conditions

The issue of A$250,000,000 in aggregate principal amount of perpetual unsecured exchangeable securities (the Securities ) by GPT RE Limited (ACN 107 426 504), in its capacity as responsible entity of the Trust (as defined below) (the Issuer ) was authorised by resolutions of the Board of Directors of the Issuer passed on 19 October 2008 and 21 October 2008.

The Securities are constituted by a deed poll (as amended or supplemented from time to time) (the Securities Deed ) dated on or about 27 November 2008 executed by the Issuer and are issued on, and subject to, these terms and conditions (these Conditions ) and the provisions of the Securities Deed. GPTMHL (as defined below) has entered into a deed of undertaking (the Deed of Undertaking ) in favour of the Issuer dated on or about 27 November 2008 and, pursuant to the Securities Deed, the Issuer holds the benefit of the Deed of Undertaking on trust for the Security Holders.

Any Stapled Securities (as defined below) issued on exchange of any Securities will be subject to, and the Security Holders to whom such Stapled Securities are issued are deemed to have notice of, the Constitutions (as defined below).

The Securities will be issued on the Issue Date.

Definitions

In this document, terms that are not defined have the meaning given to those terms in the Securities Deed and, in addition, the following definitions apply unless the context requires otherwise:

Accounting Standards means:

• (a) the accounting standards as defined in the Corporations Act;

• (b) the requirements of the Corporations Act for the preparation and content of accounts; and

• (c) generally accepted accounting principles and practices consistently applied in Australia, including any domestically accepted international accounting standards, except principles and practices that are inconsistent with those referred to in paragraph (a) or (b) of this definition.

Accounting Event means a determination is made by the Directors of the GPT Entities, following receipt by them of an opinion from the auditors of the GPT Entities, that any change in Accounting Standards has had or will have in the current financial half-year, the effect that the Securities would be treated in the GPT Group's consolidated financial statements or in the standalone accounts of the Trust other than as equity.

Administrative Action means a judicial decision, official administrative pronouncement, published ruling, regulatory procedure, notice or announcement (including any notice or announcement of

Page 2

Supplementary Prospectus and Product Disclosure Statement

intent to adopt such procedures or regulations) of any Australian taxing or other Australian authority made, taken or changed after the Issue Date which affects taxation.

ASX means ASX Limited (ACN 008 624 691) and, as the context requires, the market operated by it, provided that, where the Stapled Securities have been listed on another stock exchange in accordance with Condition 5.8(c), references to "ASX" will be construed as references to such other stock exchange or, as the context requires, the operator or listing authority in respect of such stock exchange.

AUD or A$ means the lawful currency for the time being of the Commonwealth of Australia.

Business Day refers to a day other than a Saturday or a Sunday on which banks are open for business in Sydney, New South Wales, Australia.

Certificate has the meaning given in Condition 1.1(b).

Change of Control means if:

• (a) an offer is made to all (or nearly as may be practicable all) Stapled Security Holders (or all (or nearly as may be practicable all) Stapled Security Holders other than the offeror and/or any associate (as defined in section 11 of the Corporations Act) of the offeror) to acquire all of the Stapled Securities and:

• (i) the offer is, or becomes or is declared unconditional in all respects; and

• (ii) as a result of such offer, the offeror and/or such associate(s) have a relevant interest in more than 50% of the Stapled Securities on issue (excluding any Stapled Securities held or controlled by a Security Holder and in respect of which that Security Holder accepts or procures the acceptance of such offer pursuant to any commitment or undertaking given by it to GPTMHL in connection with its becoming a Security Holder); or

• (b) a competent court approves a scheme of arrangement which, when implemented, would result in a person having a relevant interest in all of the Stapled Securities on issue.

Change of Control Notice has the meaning given in Condition 5.8(j).

Change of Control Period means the period commencing on the date of a Change of Control and ending 30 days following the later of the date of such Change of Control and the date on which a Change of Control Notice is given as required by Condition 5.8(j).

Change of Control Put Date has the meaning given in Condition 7.4(c).

Change of Control Put Exercise Notice has the meaning given in Condition 7.4(b).

Change of Control Redemption Date has the meaning given in Condition 7.2(c).

Change of Control Redemption Notice has the meaning given in Condition 7.2(c).

CHESS has the meaning given in Condition 5.7(a).

Clean-up Redemption Date has the meaning given in Condition 7.2(b).

Clean-up Redemption Notice has the meaning given in Condition 7.2(b).

Closed Period has the meaning given in Condition 3.4.

Constitutions means each of the Trust Constitution and the constitution of GPTMHL.

Page 3

Supplementary Prospectus and Product Disclosure Statement

Corporations Act means the Corporations Act 2001 of the Commonwealth of Australia.

Current Market Price has the meaning given in Condition 6.1(k).

Dividend has the meaning given in Condition 6.1(c).

Equivalent Amount has the meaning given in Condition 5.7(e). Exchange Date has the meaning given in Condition 5.5(b). Exchange Notice has the meaning given in Condition 5.5(a). Exchange Period has the meaning given in Condition 5.1(c). Exchange Price has the meaning given in Condition 5.3(a). Exchange Ratio has the meaning given in Condition 5.3(b).

Exchange Right has the meaning given in Condition 5.1(a).

Existing Stapled Security Holders means the holders of the issued and outstanding Stapled Securities immediately prior to a Newco Scheme.

Extraordinary Dividend means any Dividend other than a cash Dividend or Scrip Dividend paid out of Realised Operating Income as permitted by these Conditions. For the avoidance of doubt, where a Dividend is paid partly out of Realised Operating Income as permitted by these Conditions, only the portion of such Dividend not paid out of Realised Operating Income is an Extraordinary Dividend.

Fair Market Value means, with respect to any property on any date, the fair market value of that property as determined in good faith by an Independent Financial Institution, provided that:

• (a) subject to paragraph (i) of the definition of Dividend in Condition 6.1(c), the Fair Market Value of a cash Dividend paid or to be paid shall be the amount of such cash Dividend determined as at the date of announcement of such Dividend; and

• (b) where Spin-Off Securities or other securities, options, warrants or other rights are publicly traded in a market of adequate liquidity (as determined by an Independent Financial Institution) the fair market value of such Spin-Off Securities, other securities, options, warrants or other rights shall equal the arithmetic mean of the daily volume weighted average prices of such Spin-Off Securities, other securities, options, warrants or other rights during the period of ten Trading Days commencing on such date (or, if later, the first such Trading Day such Spin-Off Securities, other securities, options, warrants or other rights are publicly traded).

FIRB means the Foreign Investment Review Board of the Commonwealth of Australia.

Government 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.

GPTMHL means GPT Management Holdings Limited (ABN 67 113 510 188).

GPT Entities means the Trust and GPTMHL.

GPT Group means the GPT Entities and each of their controlled entities.

Page 4

Supplementary Prospectus and Product Disclosure Statement

Independent Financial Institution means a reputable independent investment bank of

international repute acting as an expert appointed by the Issuer and approved by the Security Holders by way of an Ordinary Resolution (such approval not to be unreasonably withheld or delayed) or, where provided in these Conditions, appointed by way of an Ordinary Resolution of Security Holders, at the cost of the Issuer for the purposes, and at the times, set out in these Conditions.

Interest Payment Date means each 27 May and 27 November commencing from the Issue Date until the date on which all Securities have been redeemed or exchanged with the first Interest Payment Date being 27 May 2009.

Interest Period means the period beginning on (and including) an Interest Payment Date (or in the case of the first Interest Period, beginning on, and including the Issue Date) and ending on (but excluding) the next succeeding Interest Payment Date.

Interest Rate means 10% per annum.

Interest Record Date has the meaning given in Condition 8.1(b).

Issue Date means the date on which the Securities are issued, being 27 November 2008.

Issuer Redemption Date has the meaning given in Condition 7.5(a).

Issuer Redemption Notice has the meaning given in Condition 7.5(a).

Issuer Tax Event means:

• (a) the Issuer being obliged to pay the additional amounts under Condition 9.1 as a result of any change in, or amendment to, the laws or regulations of Australia or any political subdivision or any authority thereof or therein having power to tax or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date;

• (b) where:

• (i) the Issuer is taxed as a company in accordance with Division 6C of the Income Tax Assessment Act of the Commonwealth of Australia (or any successor provision), other than as a result of any action taken by the Issuer without exercising reasonable care to avoid such a consequence but, to avoid doubt, including as a result of any change in, or amendment to, the laws or regulations of Australia or any political subdivision or any authority thereof or therein having power to tax or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date (such result having been confirmed to the Issuer in an opinion from a reputable legal counsel or other tax advisor, experienced in such matters and of national standing in Australia); and

• (ii) as a consequence of being so taxed as a company, payments of interest by the Issuer under Condition 4.2 are not allowed as a deduction for Australian tax purposes; or

• (c) as a result (such result having been confirmed to the Issuer in an opinion from a reputable legal counsel or other tax advisor, experienced in such matters and of national standing in Australia) of:

Page 5

Supplementary Prospectus and Product Disclosure Statement

• (i) any amendments to, clarification of, or change (including any announced prospective change) occurring after the Issue Date in the laws or treaties (or any applicable regulations) of Australia or any political subdivision or taxing authority in Australia affecting taxation;

• (ii) any Administrative Action; or

• (iii) any amendment to, clarification of, or change in, the pronouncement that provides for a position with respect to an Administrative Action that differs from the generally accepted position before the Issue Date and affects taxation, in each case, by any legislative body, court, governmental authority or regulatory body, irrespective of the manner in which such amendment, clarification, change or Administrative Action is made known,

which amendment, clarification, change or Administrative Action is effective or such pronouncement or decision is announced on or after the Issue Date, there is a substantial risk that the Issuer or GPTMHL would be exposed to a material increase in their costs in relation to the Securities, the payment of interest under Condition 4.2 or the delivery of Stapled Securities to the Security Holders.

Listing Rules means the listing rules of the ASX.

Majority Security Holders means, if there is only one Security Holder, that Security Holder or, if there is more than one Security Holder, one or more Security Holders representing in aggregate at least 50% by value of the principal amount outstanding of the Securities.

Meeting Procedures means the procedures and other provisions relating to meetings of Security Holders contained in Schedule 4 of the Securities Deed.

Missed Exchange Event Period means any period on and from any Exchange Date in respect of which a Security Holder was not issued Stapled Securities as required by the Conditions on exercise of the relevant Exchange Rights up to, and including, the date on which, all the relevant Stapled Securities are so issued.

Missed Payment means, at any time, a payment that has fallen due or was scheduled to be paid under these Conditions (other than principal scheduled to be paid on a date fixed for redemption) but has not been paid prior to such time (whether as a result of the exercise of the Issuer's discretion or otherwise).

Missed Payment Period means any period on and from:

• (a) any Interest Payment Date on which interest scheduled to be paid on such date to Security Holders is not paid in full by the Issuer (whether as a result of the exercise of the Issuer's discretion or otherwise) up to, and including, the next date on which the aggregate of interest scheduled to be paid on the preceding four Interest Payment Dates (or, if interest was not paid in full on any of the first three Interest Payment Dates and the date falls before the fourth Interest Payment Date, such number of Interest Payment Dates as have occurred since the Issue Date) has been paid to the Security Holders in full by the Issuer in accordance with, and subject to, these Conditions; and

Page 6

Supplementary Prospectus and Product Disclosure Statement

• (b) any date fixed for redemption of any Security (or on which a Security is required to be redeemed under Condition 10) on which principal, accrued interest or any Missed Payment is not paid in full by the Issuer (whether as a result of the exercise of the Issuer's discretion or otherwise) up to, and including, the date on which all such principal, accrued interest and Missed Payments have been paid to the Security Holders in full by the Issuer in accordance with, and subject to, these Conditions.

For the avoidance of doubt, a Missed Payment Period arising from a failure to pay scheduled or accrued interest or Missed Payments on a Security shall continue even if those Securities have been redeemed by payment of the principal amount to the Security Holder in respect of those Securities until such date as all accrued interest and Missed Payments have been paid (except in the case of redemption under Condition 7.4 in which case the Missed Payment Period shall survive until all accrued interest and any Missed Payment arising on any of the four Interest Payment Dates preceding the date fixed for redemption have been paid).

Newco Scheme means a scheme of arrangement under which a limited liability company and/or a unit trust ( Newco ) acquires all of the issued and outstanding Stapled Securities and where the Existing Stapled Security Holders are, immediately after completion of the scheme of arrangement, the only members or shareholders or unitholders (or equivalent) of Newco and where all Subsidiaries of the GPT Entities immediately prior to the scheme of arrangement (other than Newco, if Newco is then a Subsidiary of the Issuer or GPTMHL) are Subsidiaries of the Issuer or GPTMHL (or of Newco) immediately after the scheme of arrangement.

October 2008 Offer means the fundraising undertaken or to be undertaken by the GPT Group described in the offer document dated on 24 October 2008 involving:

• (a) a non renounceable entitlement offer conducted in two stages, the first stage being an offer of Stapled Securities to eligible institutional security holders, and the second being the offer of Stapled Securities to eligible retail security holders; and

• (b) a top-up institutional placement of Stapled Securities,

where the issue price for the Stapled Securities is A$0.60 per Stapled Security.

Optional Redemption Notice has the meaning given in Condition 7.2(a).

Optional Redemption Date has the meaning given in Condition 7.2(a).

Ordinary Resolution means a resolution which is affirmed, at a meeting of Security Holders convened and conducted in accordance with the Meeting Procedures, by more than 50% of the total number of votes cast at that meeting by all persons present and entitled to vote, or a resolution passed as an Ordinary Resolution of Security Holders in accordance with the Meeting Procedures without holding a meeting.

Ordinary Units means ordinary units in the Trust.

Realised Operating Income means the realised net operating income of the Trust derived during any half-year or full year commencing after the Issue Date as determined by the Board of Directors of the Issuer and as specified as such in the most recent audited half-year or full-year accounts of the Trust, as the case may be, but excluding any income of the Trust which has arisen from any transaction or other event of a type that is outside the ordinary activities of the Trust and is not of a recurring nature (such excluded income including, but not limited to, income arising from the sale of

Page 7

Supplementary Prospectus and Product Disclosure Statement

assets, any establishment or termination of any joint venture or financing, any recapitalisation or any other similar transaction of a capital nature).

Recommended Change of Control means a Change of Control in respect of which the GPT Entities have issued a statement to Stapled Securities Holders that at least a majority of the Directors of each of the GPT Entities who are eligible to do so have recommended the acceptance or approval by the Stapled Securities Holders of the Change of Control.

Register has the meaning given in Condition 1.2(a).

Scrip Dividend has the meaning given in Condition 6.1(b).

Securities means the securities in registered form comprising the aggregate principal amount of A$250,000,000 constituted by the Securities Deed and issued under the Constitutions and for the time being outstanding or, as the context may require, a specific number or principal amount of them, and Security means each of them .

Security Holder or holder means a person whose name is entered on the Register as the holder of the Securities from time to time.

Security Interest means any mortgage, pledge, lien, charge or other security or any arrangement which gives a creditor a preferential right to an asset or its proceeds.

Senior Finance Documents means any agreement with or instrument in favour of senior financiers of the Issuer or GPTMHL from time to time.

Senior Obligations has the meaning given in Condition 2.1(a)(i).

Share means a fully paid ordinary share in GPTMHL.

Special Resolution means a resolution which is passed, at a meeting of Security Holders convened and conducted in accordance with the Meeting Procedures, by more than two-thirds of the total number of votes cast at that meeting by all persons present and entitled to vote, or a resolution passed as a Special Resolution of Security Holders in accordance with the Meeting Procedures without holding a meeting.

Spin Off Distribution means:

• (a) a distribution of Spin-Off Securities to Stapled Security Holders as a class; or

• (b) any issue, grant, transfer or delivery of any property or assets (including cash or shares or securities of or in or issued or allotted by any entity other than the Issuer or GPTMHL) by any entity (other than the Issuer or GPTMHL) to Stapled Security Holders as a class or, in the case of or in connection with a Newco Scheme, Existing Stapled Security Holders, as a class (but excluding the issue and allotment of shares by Newco to Existing Stapled Security Holders) pursuant in each case to any arrangements with the Issuer or GPTMHL or any Subsidiary of either the Issuer or GPTMHL.

Spin-Off Securities means equity capital of an entity other than the Issuer or GPTMHL or options, warrants or other rights to subscribe for or purchase or convert or exchange into equity capital of an entity other than the Issuer or GPTMHL (including convertible or exchangeable securities).

Stapling Deed means the stapling deed between the Trust and GPTHML dated 29 April 2008, as amended from time to time.

Page 8

Supplementary Prospectus and Product Disclosure Statement

Stapled Security means a stapled security, traded on the ASX as one single listed security, of the GPT Entities and which is constituted by one Share and one Unit.

Stapled Security Holder means a registered holder of Stapled Securities from time to time.

Subsidiary includes, in relation to any person:

• (a) any company or business entity of which that person owns (either directly or through one or more other Subsidiaries) more than 50% of the issued share capital or other ownership interest having ordinary voting power to elect directors, managers or trustees of such company or business entity; and

• (b) any company or business entity which at any time has its accounts consolidated with those of that person or which, under the Accounting Standards should have its accounts consolidated with those of that person.

Tax includes any tax, levy, impost, deduction, charge, rate, duty or withholding which is levied or imposed by a Government Agency, and any related interest, penalty, charge, fee or other amount.

Tax Redemption Date has the meaning given in Condition 7.3(a).

Tax Redemption Notice has the meaning given in Condition 7.3(a).

Trading Day means a day when the ASX is open for trading, provided that if no closing price is reported in respect of the Stapled Securities on the ASX for one or more consecutive dealing days, such day or days will be disregarded in any relevant calculation and shall be deemed not to have existed when ascertaining any period of dealing days.

Trust means General Property Trust (ARSN 090 110 357).

Trust Constitution means the constitution of the Trust, as amended from time to time.

Unit means a fully paid ordinary unit in the Trust.

VWAP means, in respect of a Stapled Security, the daily volume-weighted average sale price (rounded to the nearest cent) of Stapled Securities sold on the ASX published or derived from the ASX provided that on any Trading Day where such price is not available or cannot otherwise be determined as provided above, the VWAP in respect of such Trading Day shall be the VWAP, determined as provided above, on the immediately preceding Trading Day on which the same can be so determined.

1. Form, Denomination and Title

1.1 Securities

• (a) The principal amount of the Securities is A$250,000,000. The Securities are in registered form, serially numbered, in principal amounts of A$100,000 or higher integral multiples of A$100,000 (an Authorised Denomination ).

• (b) Upon issue, transfer or exchange a Securities certificate ( Certificate ) will be issued to a Security Holder in respect of its registered holding of Securities.

• (c) The Securities represented by the Certificate shall be recorded in the Register in the name of the Security Holder.

Page 9

Supplementary Prospectus and Product Disclosure Statement

1.2 Title and Register

• (a) The Issuer shall at all times keep, or cause to be kept, a register which shall show the nominal amount of the Securities, the date of issue and all subsequent transfers, changes of ownership and exchanges thereof and the names and addresses and notification details of the Security Holders ( Register ).

• (b) The Issuer shall recognise the Security Holder whose name appears in the Register as if it were (and it will be taken to be) the absolute owner of the Security recorded in its name in the Register without regard to any other record or instrument. Title to the Securities passes only by transfer and registration in the Register as described in Condition 3 below.

• (c) The Issuer need not take notice of any other interest in, or claim to, a Security, except as ordered by a court of competent jurisdiction or required by law.

1.3 Manifest errors

The making of, or the giving effect to, a manifest error in an inscription into the Register will not avoid the constitution, issue or transfer of a Security. The Issuer must correct any manifest error of which it becomes aware.

2. Status of the Securities; Subordination

2.1 Status of the Securities

• (a) The Securities constitute direct, unconditional and unsecured obligations of the Issuer and shall at all times rank:

• (i) subordinate and postponed, and subject in right of payment, to the satisfaction in full of all other debts of the Issuer in respect of which it is entitled to be indemnified out of the assets of the Trust and which do not rank and are not expressed (in Condition 2.1(a)(iii) or otherwise) to rank equally with or subordinate to the Securities ( Senior Obligations ), as further set out in Condition 2.2 below;

• (ii) pari passu and without any preference or priority among themselves; and

• (iii) in priority to all Stapled Securities and all units in the Trust and (except as otherwise agreed by the Security Holders by Special Resolution) all debts and other instruments of, or interests in, the Issuer or the Trust that are treated as equity in the financial statements of the Trust or have rights to convert or exchange into or subscribe for or purchase units in the Trust.

• (b) The Securities constitute an interest in the Trust and the Issuer has, in relation to the Security Holders, the same duties it has in relation to the holders of units in the Trust. The Issuer must not take, or refrain from taking, any action (where taking, or refraining from taking such action, is prejudicial to the interests of the Security Holders) which it would not be appropriate for the Issuer to take, or refrain from taking, if the Securities constituted actual units in the Trust.

Page 10

Supplementary Prospectus and Product Disclosure Statement

• (c) Security Holders will be entitled to the same rights as a holder of Units with respect to receiving notice of, and consenting to and attending, general meetings of the Trust and exercise the same rights as a holder of Units at any such meeting (or with respect to the passing of resolutions without holding a meeting), including the right to vote on resolutions relating to the Trust and:

• (i) on a show of hands, each Security Holder shall have one vote; and

• (ii) on a poll or where for any other purpose it is necessary to determine the number of votes exercisable by a Security Holder, each Security Holder shall have a number of votes equal to the number of votes that would be exercisable by a holder of the total number of Units which would be required to be issued to the Security Holder (taking into account any adjustments under Condition 6) if the Securities held by that Security Holder had been exchanged in accordance with these Conditions on the record date for the relevant meeting.

For the removal of doubt, a Security Holder does not have any voting rights in relation to the Shares.

2.2 Subordination

In any liquidation, winding-up or other administration of the Issuer or GPTMHL, the Security Holders:

• (a) shall not be entitled to prove for any amount due in respect of a Security other than as a debt subject to the prior payment in full of all Senior Obligations and shall not be entitled to receive any amount in respect of a Security other than following the payment in full of all Senior Obligations; and

• (b) shall be entitled to payment in full prior to any payment or in specie distribution being made to holders of Stapled Securities or any other claims ranking or expressed (in Condition 2.1(a)(iii) or otherwise) to rank after the Securities or Stapled Securities.

3. Transfers of Securities; Issue of Certificates

3.1 Transfer of Securities

• (a) A Security may, subject to the terms of Conditions 3.4 and 3.5, be transferred in whole or in part in an Authorised Denomination by delivery of the Certificate issued in respect of that Security, with the form of transfer on the back duly completed and signed in accordance with these Conditions.

• (b) Every form of transfer must be signed by the holder by its attorney(s) duly authorised in writing or given under the holder's common seal and the holder shall be deemed to remain the owner of the Security to be transferred until the name of the transferee(s) is or are entered in the Register in respect of that Security.

• (c) The form of transfer must be deposited at the Issuer's registered business address accompanied by:

Page 11

Supplementary Prospectus and Product Disclosure Statement

• (i) the Certificate for the Security to be transferred or, where that Certificate has been lost, stolen or destroyed:

• (A) a certificate of the Security Holder certifying to such loss, theft or destruction of that Certificate; and

• (B) an undertaking to indemnify the Issuer in respect of any loss it suffers as a result of that Certificate not having been surrendered; and

(ii) if the transfer form is executed by some other person on a holder’s behalf, the written authority of that person to do so.

3.2 Delivery of new Certificates

• (a) Each new Certificate to be issued upon a transfer or exchange of Securities will, within five Business Days of receipt by the Issuer of the form of transfer or Exchange Notice duly completed and signed, be made available for collection at the Issuer's registered business address or, if so requested in the form of transfer, be mailed (at the cost of the Issuer) by uninsured mail at the risk of the holder entitled to such Securities to the address specified in the form of transfer. The form of transfer and Exchange Notice is available at the registered business address of the Issuer.

• (b) Where only part of the principal amount of Securities (being that of one or more Securities) in respect of which a Certificate is issued, is to be transferred, redeemed or exchanged, a new Certificate in respect of the Securities not so transferred, redeemed or exchanged will, within seven Business Days of the delivery of the original Certificate to the Issuer, be made available for collection at the registered business address of the Issuer or, if so requested in the form of transfer, redemption or exchange be mailed (at the cost of the Issuer) by uninsured mail at the risk of the holder of the Securities not so transferred, redeemed or exchanged to the address of such holder appearing on the Register.

3.3 Formalities Free of Charge

Registration of a transfer or exchange of Securities and issuance of new Certificates will be effected without charge to a Security Holder by or on behalf of the Issuer, but only upon:

• (a) receipt by the Issuer of the form of transfer or Exchange Notice, as the case may be, duly completed and signed and accompanied by such other evidence or documents as may be required by these Conditions; and

• (b) payment by such Security Holder (or the giving of such indemnity as the Issuer may require) in respect of any tax or other governmental charges which may be imposed in relation to such transfer.

Page 12

Supplementary Prospectus and Product Disclosure Statement

3.4 Closed Periods

No Security Holder may require to be registered, and the Issuer is not required to arrange for the registration of, the transfer of a Security:

• (a) during the period of seven days ending on (and including) the dates for redemption under Conditions 7.2, 7.3, 7.4 or 7.5;

• (b) after an Exchange Notice has been delivered with respect to such Security;

• (c) after a Change of Control Put Exercise Notice (as defined in Condition 7.4(b)) has been deposited in respect of such Security; and

• (d) during the period of seven days ending on (and including) any Interest Record Date (as defined in Condition 8.1(b)).

Each such period is referred to herein as a Closed Period .

3.5 Appointment of Trustee and Agents

• (a) No transfer of Securities may be made and no such transfer of Securities will be entered in the Register if, as a result of any transfer of Securities there would be more than five Security Holders who are not associates (as defined in section 11 of the Corporations Act) unless the Issuer has consented in writing to their being more than five such Security Holders or, if no such consent is given, prior to such transfer:

• (i) the Issuer has appointed:

  • (A) a Securities trustee;

  • (B) a registrar; and

  • (C) a paying agent, an exchange agent and any other agents customarily appointed in connection with an international exchangeable securities offering (each an Agent ), and

in each case, the person to be appointed is acceptable to the Issuer and has been approved by a Special Resolution of the Security Holders and is appointed on terms and conditions (including as to fees) acceptable to the Issuer and approved by a Special Resolution of the Security Holders, in each case acting reasonably having regard to generally accepted market terms; and

• (ii) consequential amendments acceptable to the Issuer and approved by a Special Resolution of the Security Holders, in each case acting reasonably, are made to the Securities Deed and these Conditions to reflect the appointment of the securities trustee, registrar and Agents having regard to generally accepted market terms.

• (b) If requested by a Security Holder to facilitate a transfer of Securities, the Issuer shall (unless the Issuer has consented in writing to there being more than five Security Holders who are not associates (as defined in section 11 of the Corporations Act)) or, if at any time the Issuer has consented to their being more than five Security Holders who are not associates (as defined in section 11 of the

Page 13

Supplementary Prospectus and Product Disclosure Statement

Corporations Act), the Issuer may at its election at any time when there are more than five such Security Holders, appoint a Securities trustee, registrar and the Agents and make consequential changes to the Securities Deed and these Conditions as specified in, and subject to the conditions in, Condition 3.5(a) and the Issuer and the Security Holders shall, following any such request or election, use all reasonable endeavours to promptly appoint such Securities trustee, registrar and the Agents and make the consequential amendments referred to in that Condition.

• (c) The costs and expenses (including legal costs of the Securities trustee, Agents and registrar) incurred in connection with the appointment of a Securities trustee, registrar and the Agents under Condition 3.5(a) must be paid by the Issuer.

4. Interest

4.1 Issuer's discretion

• (a) Payments of interest in respect of the Securities on any Interest Payment Date in accordance with Condition 4.2 or, in respect of any accrued interest, on any date fixed for redemption of any Security pursuant to Condition 7.4, is at the absolute and sole discretion of the Issuer. Accordingly, the Issuer shall not be obliged to pay any interest in respect of any Security to any Security Holder on any Interest Payment Date or on any date fixed for redemption pursuant to Condition 7.4, as the case may be, in which case, the non-payment of any such interest will not constitute a default, or similar event, in respect of the Securities.

• (b) Interest is non-cumulative. Accordingly, without prejudice to Condition 5.8(i), interest shall only accrue on the Securities from one Interest Payment Date to the next Interest Payment Date and any interest accrued up to such Interest Payment Date which the Issuer does not pay (as provided in Condition 4.1(a)) shall cease to be payable at any time thereafter provided that the Issuer may elect in its sole and absolute discretion to subsequently make any such payment, without penalty or premium, for the purposes of Condition 5.8(i) or for any other purpose and shall be deemed to have done so if the Issuer elects to redeem the Securities pursuant to any of Conditions 7.2, 7.3 or 7.5 or is required to redeem the Securities pursuant to Condition 10.

4.2 Interest rate and payment of interest

• (a) Subject to Condition 4.1, interest will accrue from day to day on the principal amount outstanding of the Securities at the Interest Rate from the Issue Date and shall cease to accrue on a Security:

• (i) where the Exchange Right is exercised by a Security Holder, from (and including) the Interest Payment Date immediately preceding the relevant Exchange Date or, if none, the Issue Date provided that such Security is so exchanged on such date; and

Page 14

Supplementary Prospectus and Product Disclosure Statement

• (ii) where such Security is to be redeemed, from (and including) the day fixed for redemption of that Security under any of Conditions 7.2, 7.3, 7.4 or 7.5 provided that such Security is so redeemed on such date.

• (b) Subject to Condition 4.1, the Issuer shall pay all accrued interest in respect of the immediately preceding Interest Period on each Interest Payment Date and, in respect of any Security being redeemed, on the date fixed for redemption of that Security. The first Interest Payment Date will be 27 May 2009.

• (c) If any Interest Payment Date would otherwise fall on a date which is not a Business Day, that Interest Payment Date will be postponed to the next Business Day unless it would thereby fall into the next calendar month, in which case it will be brought forward to the preceding Business Day.

• (d) Interest for each Interest Period will be calculated on the basis of the number of days in the Interest Period divided by 365.

5. Exchange

5.1 Exchange Right and Exchange Period

• (a) The right of a Security Holder to exchange any Security into Stapled Securities is called the Exchange Right .

• (b) Subject to and in compliance with this Condition 5, the Security Holder has the right to exchange some or all of the principal amount of its Securities into Stapled Securities at any time during the Exchange Period referred to below. Exchange Rights may only be exercised in respect of an Authorised Denomination of Securities.

• (c) The Exchange Period in respect of a Security commences on the date falling 41 days after the Issue Date and (subject to Condition 5.4) ends at the close of business on the 6[th] Business Day prior to the date fixed for redemption of such Security under Condition 7.

• (d) Notwithstanding any other provision of these Conditions or the Securities Deed, the exercise of an Exchange Right by a Security Holder as outlined in Condition 5.1(b) is subject to that Security Holder warranting to the Issuer in the Exchange Notice that such Security Holder (or the person specified by it in the Exchange Notice as the person to whom the relevant Stapled Securities are to be issued on the Exchange Date) has obtained, all necessary approvals of any Government Agency in, or of, Australia in relation to its ability to receive and hold the Stapled Securities.

5.2 Fractions of Stapled Securities

• (a) Subject to Condition 5.2(b), fractions of Stapled Securities will not be issued on exchange and no cash adjustments will be made in respect of any fractions of Stapled Securities.

• (b) If there is a consolidation or re-classification of Stapled Securities after the Issue Date (which occurs by operation of law or otherwise) which reduces the number of

Page 15

Supplementary Prospectus and Product Disclosure Statement

Stapled Securities outstanding, the Issuer will, upon exchange of Securities, pay in cash to the relevant Security Holder (in AUD by means of an AUD cheque drawn on a bank in Australia) a sum equal to such portion of the principal amount of the Security or Securities in respect of which the Exchange Right is exercised, as correspond to any fraction of a Stapled Security not issued if such sum exceeds A$10.

5.3 Exchange Price and Exchange Ratio

• (a) The price at which the Stapled Securities will be issued upon exchange of any Security (the Exchange Price ) will initially be A$0.9628, but will be subject to adjustment in the manner provided in these Conditions.

• (b) The number of Stapled Securities to be issued on exchange of Securities will be determined by dividing the aggregate principal amount of Securities to be exchanged by the Exchange Price in effect at the relevant Exchange Date (the Exchange Ratio ), disregarding any resulting fraction of a Stapled Security.

• 5.4 Revival and/or survival after Default

For the purposes of this Condition 5, and notwithstanding the provisions of Condition 5.1, if:

• (a) the Issuer defaults in making payment in full in respect of any Security which is due for redemption on the date fixed for redemption of that Security; or

• (b) any Security is not redeemed on the relevant date fixed for redemption in accordance with any of Conditions 7.2, 7.3, 7.4 or 7.5,

the Exchange Right attaching to that Security will revive and/or will continue to be exercisable up to, and including, the close of business (at the place where the Certificate evidencing such Security is deposited for exchange) on the date upon which the full amount of the moneys payable in respect of such Security has been duly received by the relevant Security Holder.

5.5 Exchange Notice

• (a) To exercise the Exchange Right attaching to any Security, a holder must complete, execute and deposit at its own expense during 9:00 a.m. to 4.00 p.m., on any Business Day at the registered business address of the Issuer a notice of exchange (an Exchange Notice ) in the form (for the time being current) obtainable from the the registered business address of the Issuer, together with the relevant Certificate (or certificate and undertaking specified in Condition 3.1(c)(i)). An Exchange Notice deposited outside the hours specified above or on a day that is not a Business Day at the place of the registered business address of the Issuer shall for all relevant purposes be deemed to have been deposited at the registered business address of the Issuer on the next day that is a Business Day during the hours specified above. Any Security submitted for exchange in circumstances where the resulting Exchange Date would fall on or after an Interest Record Date and prior to the following Interest Payment Date will not be treated as being so submitted until after 9:00 a.m. on the next Business Day after that Interest Payment Date.

Page 16

Supplementary Prospectus and Product Disclosure Statement

• (b) The exchange date in respect of a Security (the Exchange Date ) must fall within the Exchange Period and will be the Business Day immediately following the date of deposit of the Exchange Notice together with the Certificate to which such Security relates (or certificate and undertaking specified in Condition 3.1(c)(i)). A valid Exchange Notice once delivered shall be irrevocable and may not be withdrawn unless the Issuer consents to such withdrawal.

• (c) An Exchange Notice will not be valid, and shall not be deemed to be valid, unless accompanied by the relevant Certificate (or a certificate and undertaking as referred to in Condition 3.1(c)(i)) and the Security Holder delivering the Exchange Notice gives the representations and warranties to the Issuer set out in the form of Exchange Notice attached to the Securities Deed, which include representations and warranties that:

• (i) the Security Holder (or the person specified by it in the Exchange Notice as the person to whom the relevant Stapled Securities are to be issued on the Exchange Date) is, and will be upon the allotment or issue of Stapled Securities on exchange of the relevant Securities, in compliance with the Foreign Acquisitions and Takeovers Act 1975 of the Commonwealth of Australia and section 606 of the Corporations Act, in each case, following the acquisition of those Stapled Securities allotted or issued on exchange of the relevant Securities;

• (ii) the Security Holder (or the person specified by it in the Exchange Notice as the person to whom the relevant Stapled Securities are to be issued on the Exchange Date) has obtained, all necessary approvals of any Government Agency in, or of, Australia in relation to its ability to receive and hold the Stapled Securities; and

• (iii) the Security Holder (and, if applicable, the person specified by it in the Exchange Notice as the person to whom the relevant Stapled Securities are to be issued on the Exchange Date) has paid to the relevant authorities all taxes payable under Condition 5.6(a) and legally required to be paid before exchange.

For the avoidance of doubt, if an Exchange Notice is not regarded as valid or as having been validly deposited as a result of Condition 5.5(a) or this Condition 5.5(c), the Exchange Right shall be deemed not to have been exercised in respect of the Securities subject to that Exchange Notice and those Securities will remain outstanding and the Exchange Right in respect of those Securities shall remain exercisable in accordance with these Conditions and the Securities Deed.

5.6 Stamp duty and taxes

A Security Holder delivering a Certificate in respect of a Security for exchange (and, if applicable, the person specified by it in the Exchange Notice as the person to whom the relevant Stapled Securities are to be issued on the Exchange Date) must pay:

• (a) any taxes and capital, stamp, issue and registration duties (if any) arising on exchange (other than any taxes and capital, stamp, issue or registration duties

Page 17

Supplementary Prospectus and Product Disclosure Statement

payable in Australia or in any other jurisdiction in which the Stapled Securities are then listed in respect of the allotment and issue of Stapled Securities and listing of such Stapled Securities on the ASX or other relevant exchange); and

• (b) all, if any, taxes arising by reference to any disposal or deemed disposal of a Security in connection with such exchange,

in each case directly to the relevant authorities.

5.7 Registration

• (a) Stapled Securities to be issued on exercise of Exchange Rights must be freely tradeable without restriction under section 707(3) or section 1012C(6) of the Corporations Act and will be issued in uncertificated form through the securities settlement and transfer system known as the Clearing House Electronic Subregister System operated by ASX Settlement and Transfer Corporation Pty Ltd ( CHESS ) (or any successor licensed clearance and settlement facility applicable to the Stapled Securities). The Stapled Securities to be delivered through CHESS will be delivered to the account specified by the Security Holder exercising such Exchange Right in the Exchange Notice by the date falling two Business Days after the relevant Exchange Date.

• (b) Statements of holding of Stapled Securities issued on exercise of Exchange Rights will be dispatched by the Issuer by mail free of charge as soon as practicable but in any event within five Business Days after the relevant Exchange Date.

• (c) If the Exchange Date in relation to any Security is after the record date for any issue, distribution, grant, offer or other event that gives rise to the adjustment of the Exchange Price under these Conditions, but before the relevant adjustment becomes effective under the relevant Condition, upon the relevant adjustment becoming effective the Issuer must issue (and must procure that GPTMHL issues) to the exchanging Security Holder (or in accordance with the instructions contained in the Exchange Notice (subject to applicable exchange control or other laws or other regulations)), such additional number of Stapled Securities which, together with the Stapled Securities issued or to be issued on exchange of the relevant Security, is equal to the number of Stapled Securities which would have been required to be issued on exchange of such Security if the relevant adjustment to the Exchange Price had been made and become effective immediately after the relevant record date (as calculated by the Issuer).

• (d) The person or persons designated in the Exchange Notice will become the holder of record of the number of Stapled Securities issuable upon exchange of the relevant Securities with effect from the date he is, or they are, registered as such in each of the GPT Entities' registers of members (the Registration Date). The Stapled Securities issued upon exchange of the Securities will in all respects rank pari passu with the Stapled Securities in issue on the relevant Registration Date. Except as set out in these Conditions, a holder of Stapled Securities issued on exchange of Securities shall not be entitled to any rights which arise or were granted on a record date which precedes the relevant Registration Date.

Page 18

Supplementary Prospectus and Product Disclosure Statement

• (e) If the record date for the payment of any dividend or other distribution or for any other entitlement in respect of the Stapled Securities is on or after the Exchange Date in respect of any Security, but before the Registration Date, the Issuer will calculate and pay to the exchanging Security Holder or its nominee an amount (the Equivalent Amount) in AUD equal to the Fair Market Value of any such dividend or other distribution or entitlement to which he would have been entitled had the Security Holder been a holder of Stapled Securities on that record date and will make the payment at the same time as (or as soon as practicable but in any case no later than seven days after) payment or making of the dividend or other distribution or, in the case of an other entitlement, at the same time as (or as soon as practicable but in any case no later than seven days after) the holders of Stapled Securities become entitled to such other entitlement. The Equivalent Amount shall be paid by means of an AUD cheque drawn on a bank in Australia and sent to the address specified in the relevant Exchange Notice.

5.8

Undertakings

Unless otherwise agreed by the Security Holders by way of Special Resolution, until such time as all Securities have been exchanged or redeemed in full (and, in the case of Condition 5.8(i), following redemption until any applicable Missed Payment Period or Missed Exchange Event Period, as the case may be, has ended), the Issuer agrees that it shall, and where relevant will procure that GPTMHL shall:

• (a) issue, allot, register and deliver Stapled Securities on exercise of the Exchange Rights in accordance with these Conditions;

• (b) ensure that at all times each Unit is stapled to a Share, and each Share is stapled to a Unit, in each case as a single stapled security in accordance with the Stapling Deed and that there is no alteration in the composition of such stapled security of the GPT Entities, whether by way of a change in the number of Units or Shares comprised in such stapled security or the stapling of a Unit or Share to any other security;

• (c) comply, and shall procure that each of its Subsidiaries complies, in all material respects with all laws binding on it and them (other than where such failure would not have a material adverse effect on the Security Holders) and shall comply with all applicable rules, regulations and requirements of the ASX (other than where such failure would not have a material adverse effect on the Security Holders) and use all reasonable endeavours to maintain the listing of all Stapled Securities on the ASX and to list on the ASX any Stapled Securities issued on exercise of an Exchange Right and, if the Issuer is unable to obtain or maintain such listing, to use all reasonable endeavours to obtain and maintain a listing for all Stapled Securities on such other stock exchange as the Issuer may from time to time determine and as is approved by the Security Holders by Ordinary Resolution and will promptly give notice to the Security Holders in accordance with Condition 13 of the listing or delisting (as a class) of the Stapled Securities by any stock exchange;

Page 19

Supplementary Prospectus and Product Disclosure Statement

• (d) not issue any (or pay up any unpaid amount on) Stapled Securities or other securities by way of capitalisation of profits or reserves, other than:

• (i) by the issue of Stapled Securities paid up in full out of profits or reserves (in accordance with applicable law) and issued wholly, ignoring fractional entitlements, in lieu of the whole or part of a cash Dividend; or

• (ii) where the same gives rise to an adjustment of the Exchange Price;

• (e) not to modify the Constitutions or the Stapling Deed where such modification would adversely affect the rights of Security Holders or the ability of the Issuer or GPTMHL to perform their obligations with respect to the Securities;

• (f) not to modify the Constitution or the Stapling Deed in a way which reduces or otherwise adversely affects the rights attaching to the Stapled Securities with respect to voting, distributions or liquidation (or do anything else which has that effect) nor issue any other class of interests in the Trust or GPTMHL carrying any rights which are more favourable than such rights but so that nothing in this Condition 5.8(f) shall prevent:

• (i) any consolidation or subdivision of the Stapled Securities;

• (ii) any issue of Stapled Securities where the issue of such Stapled Securities results or would, but for the fact that the consideration per Stapled Security receivable therefore is at least the Current Market Price otherwise result, in an adjustment of the Exchange Price; or

• (iii) any issue of Stapled Securities or modification of rights attaching to the Stapled Securities where prior thereto the Issuer shall have instructed an Independent Financial Institution to determine what (if any) adjustments should be made to the Exchange Price as being fair and reasonable to take account thereof and such Independent Financial Institution shall have determined either that no adjustment is required or that an adjustment resulting in a reduction of the Exchange Price is required and, if so, the new Exchange Price as a result thereof and the basis upon which such adjustment is to be made and, in any such case, the date on which the adjustment shall take effect (and so that the adjustment shall be made and shall take effect accordingly);

• (g) procure that no securities (whether issued by the Issuer or GPTHML or any of their respective Subsidiaries or by another person under an arrangement with the Issuer or GPTHML or any of their respective Subsidiaries) issued without rights to convert into or exchange or subscribe for or purchase Stapled Securities shall subsequently be granted such rights exercisable at a consideration per Stapled Security which is less than the Current Market Price at close of business on the last Trading Day preceding the date of the announcement of the proposed inclusion of such rights unless the same gives rise to an adjustment of the Exchange Price and that at no time shall there be in issue Stapled Securities of differing nominal values, save where such Stapled Securities have the same economic rights;

Page 20

Supplementary Prospectus and Product Disclosure Statement

• (h) not make any issue, grant or distribution or take any other action if the effect thereof would be that, on the exchange of Securities, Stapled Securities would (but for the provisions of Condition 5) have to be issued at a discount or otherwise could not, under any applicable law then in effect, be legally issued as fully paid;

• (i) not:

• (i) declare or pay any Dividend or make any other payment on, and will procure that no Dividend or other payment is made on, any Stapled Securities or other securities of the GPT Group which rank below or pari passu with the Securities or Stapled Securities for distributions out of the Trust; or

• (ii) redeem, purchase, cancel, reduce, return capital on or otherwise acquire, and will procure that there is no redemption, purchase, cancellation, reduction, return of capital or Dividend or other acquisition of, any Stapled Securities or other securities the GPT Group which rank below or pari passu with the Securities or Stapled Securities for repayment or return of capital in a winding-up of the Trust (excluding the Securities),

during the continuance of a Missed Payment Period or a Missed Exchange Event Period;

• (j) following the occurrence of a Change of Control, give notice thereof to the Security Holders in accordance with Condition 13 (a Change of Control Notice) promptly and, in any event, within 14 days of the first day on which it becomes so aware. The notice shall contain a statement informing Security Holders of their entitlement to exercise their Exchange Rights as provided in these Conditions or to exercise their rights to require the Issuer to redeem the Securities under Condition 7.4 and shall also specify:

• (i) all information that has been released by the Issuer or GPTMHL to the ASX concerning the Change of Control;

• (ii) the Exchange Price immediately prior to the occurrence of the Change of Control and the Exchange Price applicable on a Change of Control calculated under Condition 6.1(i); and

• (iii) the VWAP of the Stapled Securities as at the latest practicable date prior to the publication of such notice;

• (k) not declare, pay or make any Dividend or make any other payment referred to in Condition 5.8(i) unless the Board of Directors of the Issuer has determined that the Issuer will have sufficient funds to pay, and will not have any other reason not to pay, interest accrued on the Securities on the next Interest Payment Date following such Dividend or other payment;

• (l) if an offer is made to all (or as nearly as may be practicable all) Stapled Security Holders (or all (or as nearly as may be practicable all) such Stapled Security Holders other than the offeror and/or any associate or associates of the offeror) to acquire all or part of the Stapled Securities, or if any person proposes a scheme with respect to such acquisition, and if such offer comes to the knowledge of the

Page 21

Supplementary Prospectus and Product Disclosure Statement

Issuer or GPTMHL, it will give notice in writing of such offer or scheme to the Security Holders as soon as practicable after acquiring such knowledge stating the details concerning such offer or scheme and, where, and for so long as, such an offer or scheme has not been rejected by the Boards of Directors of the Issuer and GPTMHL or where such an offer has become or been declared unconditional in all respects, use all reasonable endeavours to procure that a like offer or scheme is extended to the Security Holders, and the holders of any Stapled Securities issued during the period of the offer or scheme arising out of an exercise of the Exchange Rights;

• (m) not become domiciled or resident in or subject generally to the taxing authority of any jurisdiction (other than the Commonwealth of Australia) unless:

• (i) it would not as a result be required, under the then current laws and regulations to withhold or deduct for or on account of any present or future Taxes, imposed or levied by, or on behalf of, such jurisdiction or any political subdivision of that jurisdiction having power to tax in respect of any payment on or in respect of the Securities; and

• (ii) no Issuer Tax Event or Accounting Event would occur as a result.

In the event of such change in domicile or residence or becoming subject generally to the taxing authority of any other jurisdiction, references in these Conditions to Australia shall be construed as including a reference to such other jurisdiction;

• (n) not, after the date of the Securities Deed issue or incur or permit any of its Subsidiaries or any person under an arrangement with the Issuer, GPTMHL or any of their respective Subsidiaries to issue or incur any securities, interests, instruments or financial indebtedness, in each case, which has rights to convert into or exchange or subscribe for or purchase Stapled Securities other than:

• (i) securities, interests, instruments or financial indebtedness comprising obligations of the Issuer only (except insofar as GPTMHL undertakes to issue Shares on conversion or exchange) that rank after the Securities for distribution and return of capital; or

• (ii) options, warrants or rights over, or in respect of, Stapled Securities issued, offered, exercised, allotted or granted to or for the benefit of employees or former employees (including directors holding or formerly holding executive offices) of the Issuer or GPTMHL or their Subsidiaries and associated companies or other eligible persons (as set out in any employee share option scheme or plan) under any of the Issuer's or GPTMHL's employee share option scheme or plan duly adopted by the Issuer or GPTMHL, as the case may be, pursuant to the Listing Rules; and

• (o) comply with its covenants, gearing ratios, coverage ratios and other material obligations under the Senior Finance Documents (as amended from time to time).

The Securities Deed and Deed of Undertaking contain additional undertakings in favour of, or for the benefit of, Security Holders.

Page 22

Supplementary Prospectus and Product Disclosure Statement

6. Adjustments to the Exchange Price

6.1 Adjustments to Exchange Price

The Exchange Price will be subject to adjustment upon the occurrence of any of the events described in paragraphs 6.1(a) to (j) below.

• (a) ( Consolidation, subdivision or reclassification ) If and whenever there shall be an alteration to the number of issued Stapled Securities as a result of consolidation, subdivision or reclassification, the Exchange Price shall be adjusted by multiplying the Exchange Price in force immediately before such alteration by the following fraction:

A

B

where:

• A is the aggregate number of issued Stapled Securities immediately before such alteration; and

• B is the aggregate number of issued Stapled Securities immediately after such alteration.

Such adjustment shall become effective on the date the alteration takes effect.

• (b) ( Capitalisation of profits or reserves )

• (i) If and whenever any Stapled Securities shall be issued credited as fully paid to the holders of Stapled Securities by way of capitalisation of profits or reserves (including any share premium account) including Stapled Securities paid up out of distributable profits or reserves (including any share premium account)(except where Stapled Securities are issued in lieu of the whole or any part of a specifically announced cash Dividend (the Relevant Cash Dividend ) (pursuant to a dividend reinvestment plan or otherwise), being a Dividend which the holder of the Stapled Security concerned would or could otherwise have elected to receive (a Scrip Dividend )), the Exchange Price shall be adjusted by multiplying the Exchange Price in force immediately before such issue by the following fraction:

A

B

where:

• A is the aggregate number of issued Stapled Securities immediately before such issue; and

• B is the aggregate number of issued Stapled Securities immediately after such issue.

• (ii) In the case of an issue of Stapled Securities by way of a Scrip Dividend where the Current Market Price on the day before such Scrip Dividend is

Page 23

Supplementary Prospectus and Product Disclosure Statement

announced of such Stapled Securities exceeds the amount of the Relevant Cash Dividend or the relevant part thereof and which would not have constituted an Extraordinary Dividend, the Exchange Price shall be adjusted by multiplying the Exchange Price in force immediately before the issue of such Stapled Securities by the following fraction:

A+B

A+C

where:

• A is the aggregate number of issued Stapled Securities immediately before such issue;

• B is the aggregate number of Stapled Securities issued by way of such Scrip Dividend multiplied by a fraction of which (i) the numerator is the amount of the whole, or the relevant part, of the Relevant Cash Dividend and (ii) the denominator is the Current Market Price on the day before such Scrip Dividend is announced of the Stapled Securities issued by way of Scrip Dividend in respect of each existing Stapled Security in lieu of the whole, or the relevant part, of the Relevant Cash Dividend; and

• C is the aggregate number of Stapled Securities issued by way of such Scrip Dividend.

Such adjustment under this Condition 6.1(b) shall become effective on the date of issue of such Stapled Securities or, if a record date is fixed therefore, immediately after such record date.

• (c) ( Extraordinary Dividend ) If and whenever any Extraordinary Dividend is paid or made to the holders of Stapled Securities (except where the Exchange Price falls to be adjusted under 6.1(b)), the Exchange Price shall be adjusted by multiplying the Exchange Price in force immediately prior to the Effective Date by the following fraction:

==> picture [26 x 23] intentionally omitted <==

where:

• A is the Current Market Price of one Stapled Security on the last Trading Day immediately preceding the Effective Date; and

• B is the portion of the Fair Market Value of the aggregate Extraordinary Dividend attributable to one Stapled Security, with such portion being determined by dividing the Fair Market Value of the aggregate Extraordinary Dividend by the number of Stapled Securities entitled to receive the relevant Extraordinary Dividend (or, in the case of a purchase, redemption or buy back of Stapled Securities or any depositary or other receipts or certificates representing Stapled Securities by or on behalf of the Issuer or GPTMHL or any Subsidiary of the Issuer or GPTMHL, by the

Page 24

Supplementary Prospectus and Product Disclosure Statement

number of Stapled Securities in issue immediately following such purchase, redemption or buy back, and treating as not being in issue any Stapled Securities, or any Stapled Securities represented by depositary or other receipts or certificates, purchased, redeemed or bought back).

Such adjustment shall become effective on the Effective Date, or, if later, the first date upon which the Fair Market Value of the relevant Extraordinary Dividend is capable of being determined as provided herein.

In this Condition:

Effective Date means the first date on which the Stapled Securities are traded on the ASX, or other relevant stock exchange, ex-the relevant Extraordinary Dividend or in the case of a purchase, redemption or buy back of Stapled Securities or any depositary or other receipts or certificates representing Stapled Securities, the date on which such purchase, redemption or buy back is made or, where an announcement (excluding, to avoid doubt, for these purposes any general authority for such purchases, redemptions or buy backs approved by a general meeting of holders of Stapled Securities or any notice convening such a meeting of holders of Stapled Securities) has been made of the intention to purchase, redeem or buy back Stapled Securities at some future date at a specified price, on the date of such announcement.

Dividend means any dividend or distribution to holders of Stapled Securities whether of cash, assets or other property, and however described and whether payable out of profits, retained earnings or any other capital or revenue reserve or account, and including a distribution or payment to holders upon or in connection with a reduction of capital (and for these purposes a distribution of assets includes without limitation an issue of Stapled Securities or other securities credited as fully or partly paid up by way of capitalisation of profits or reserves or otherwise), provided that for the purposes of this Condition 6.1(c) and the definition of Extraordinary Dividend:

• (i) where a Dividend in cash is announced which is to be, or may at the election of a holder of Stapled Securities be, satisfied by the issue or delivery of Stapled Securities or other property or assets, or where a capitalisation of profits or reserves is announced which is to be, or may at the election of a holder of Stapled Securities be, satisfied by the payment of cash, then the Fair Market Value of the Dividend in question shall be treated as an amount equal to the greater of (A) such cash amount and (B) the Current Market Price of such Stapled Securities or, as the case may be, Fair Market Value of such other property or assets (as at the date of the first public announcement of such Dividend or capitalisation (as the case may be) or if later, the date on which the number of Stapled Securities (or amount of property or assets, as the case may be) which may be issued or transferred and delivered is determined);

Page 25

Supplementary Prospectus and Product Disclosure Statement

• (ii) a purchase or redemption or buy back shall not constitute a Dividend unless, in the case of a purchase or redemption or buy back, the price per Stapled Security (before expenses) on any one day (a Specified Day ) in respect of such purchases or redemptions or buy backs exceeds the arithmetic mean of the VWAP of the Stapled Securities on the five Trading Days immediately preceding the Specified Day or, where an announcement (excluding, for the avoidance of doubt for these purposes, any general authority for such purchases, redemptions or buy backs approved by a general meeting of holders of Stapled Securities or any notice convening such a meeting of Stapled Securities) has been made of the intention to purchase, redeem or buy back Stapled Securities at some future date at a specified price, on the five Trading Days immediately preceding the date of such announcement, in which case such purchase, redemption or buy back shall be deemed to constitute a cash Dividend to the extent that the aggregate price paid (before expenses) in respect of such Stapled Securities purchased, redeemed or bought back exceeds the product of (A) the arithmetic mean of the VWAP of the Stapled Securities on such five Trading Days and (B) the number of Stapled Securities so purchased, redeemed or bought back;

• (iii) if there is any purchase, redemption or buy back of any depositary or other receipts or certificates representing Stapled Securities, the provisions of paragraph (ii) shall be applied in respect thereof in such manner and with such modifications (if any) as shall be determined in good faith by an Independent Financial Institution; and

• (iv) a purchase or redemption or buy back of any redeemable preference shares which are issued after the Issue Date by the Issuer or GPTMHL or any of their respective Subsidiaries in accordance with the terms of such redeemable preference share shall not constitute a Dividend.

For the purposes of the above, Fair Market Value shall (subject as provided in paragraph (i) of the definition of “Dividend” and in the definition of “Fair Market Value”) be determined on the day as at the Effective Date.

In making any calculations for the purposes of this paragraph 6.1(c), such adjustments (if any) shall be made as an Independent Financial Institution may determine in good faith to be appropriate to reflect (i) any consolidation or subdivision of any Stapled Securities or the issue of Stapled Securities by way of capitalisation of profits or reserves (or any like or similar event) or any increase in the number of Stapled Securities in issue in relation to the financial year, or (ii) any change in the financial year of the Issuer or GPTMHL.

(d) ( Rights issue of Stapled Securities ) Except where the Exchange Price falls to be adjusted under paragraph 6.1(c), if and whenever any Stapled Securities are issued to all or substantially all holders of Stapled Securities as a class by way of rights, or there is an issue or grant to all or substantially all holders of Stapled Securities as a class, by way of rights, options, warrants or other rights to

Page 26

Supplementary Prospectus and Product Disclosure Statement

subscribe for or purchase or otherwise acquire any Stapled Securities, in each case at less than the Current Market Price per Stapled Security on the last Trading Day preceding the date of the announcement of the terms of such issue or grant, the Exchange Price shall be adjusted by multiplying the Exchange Price in force immediately before such issue or grant by the following fraction:

A+B

A+C

where:

• A is the number of Stapled Securities in issue immediately before such issue or grant;

• B is the number of Stapled Securities which the aggregate amount (if any) payable for the Stapled Securities issued or granted by way of rights or for the options or warrants or other rights issued by way of rights and for the total number of Stapled Securities comprised therein would purchase at such Current Market Price per Stapled Securities; and

• C is the aggregate number of Stapled Securities issued or, as the case may be, comprised in the issue or grant.

Such adjustment shall become effective on the date of issue of such Stapled Securities or issue or grant of such options, warrants or other rights (as the case may be) or where a record date is set, the first date on which the Stapled Securities are traded ex-rights, ex-options or ex-warrants (as the case may be).

(e) ( Rights issue of other securities ) If and whenever any securities (other than Stapled Securities or options, warrants or other rights to subscribe for, purchase or otherwise acquire Stapled Securities) are issued to all or substantially all holders of Stapled Securities as a class, by way of rights, or there is an issue or grant to all or substantially all holders of Stapled Securities as a class by way of rights, of any options, warrants or other rights to subscribe for, purchase or otherwise acquire, any securities (other than Stapled Securities or options, warrants or other rights to subscribe, or purchase Stapled Securities or otherwise acquire Stapled Securities), the Exchange Price shall be adjusted by multiplying the Exchange Price in force immediately before such issue or grant by the following fraction:

==> picture [26 x 24] intentionally omitted <==

where:

• A is the Current Market Price of one Stapled Security on the last Trading Day immediately preceding the date on which Stapled Securities are traded on the ASX ex-rights, ex-options or ex-warrants (the ‘ex-date’); and

• B is the Fair Market Value on the date immediately preceding the ex-date of the portion of the rights attributable to one Stapled Security.

Such adjustment shall become effective on the date of issue of the securities or grant of such rights, options or warrants (as the case may be) or where a record

Page 27

Supplementary Prospectus and Product Disclosure Statement

date is set, the first date on which the Stapled Securities are traded ex-rights, exoptions or ex-warrants (as the case may be).

(f) ( Issues at less than Current Market Price ) If and whenever (otherwise than as mentioned in Condition 6.1(d)) any Stapled Securities (other than Stapled Securities issued on the exercise of Exchange Rights or on the exercise of any other rights of conversion into, or exchange or subscription for or purchase of, Stapled Securities) are issued or if and whenever (otherwise than as mentioned in Condition 6.1(d)) any options, warrants or other rights to subscribe for, purchase or otherwise acquire Stapled Securities (including securities that are convertible into, or exchangeable for, Stapled Securities) are issued or granted, in each case at a price per Stapled Securities which is less than the Current Market Price on the last Trading Day preceding the date of announcement of the terms of such issue or grant, the Exchange Price shall be adjusted by multiplying the Exchange Price in force immediately before such issue or grant by the following fraction:

A+B

C

where:

• A is the number of Stapled Securities in issue immediately before the issue of such additional Stapled Securities or the issue or grant of such option, warrants or other rights to subscribe for, purchase or otherwise acquire Stapled Securities;

• B is the number of Stapled Securities which the aggregate consideration (if any) receivable for the issue of such additional Stapled Securities, or for the Stapled Securities to be issued on exercise of such option, warrants or other rights to subscribe for Stapled Securities, would purchase at such Current Market Price; and

• C is the number of Stapled Securities in issue immediately after the issue of such additional Stapled Securities or which would be in issue immediately after the exercise of such options, warrants or other rights to subscribe for Stapled Securities.

Provided that if at the time of issue or grant of any such options, warrants or rights (as used in this Condition 6.1(f), the Specified Date ) such number of Stapled Securities is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such rights of subscription are exercised or at such other time as may be provided) then for the purposes of this Condition 6.1(f), ‘C’ shall be determined by application of such formula or variable feature or as if the relevant event occurs or has occurred as at the Specified Date and as if such conversion, exchange, subscription or purchase had taken place on the Specified Date.

Such adjustment shall become effective on the date of issue of such additional Stapled Securities or, as the case may be, the issue or grant of any such options, warrants or other rights.

Page 28

Supplementary Prospectus and Product Disclosure Statement

• (g) ( Other issues at less than Current Market Price ) Except for an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within the provisions of this Condition 6.1(g), in the event of the issue (otherwise than as mentioned in Conditions 6.1(d), (e) or (f)) or (at the direction or request of or pursuant to any arrangements with the Issuer or GPTMHL or any of their Subsidiaries) by any other company, person or entity of any securities (other than the Securities) which by their terms of issue carry rights of conversion into, or exchange or subscription for, Stapled Securities to be issued upon conversion, exchange or subscription at a consideration per Stapled Security which is less than the Current Market Price on the last Trading Day preceding the date of announcement of the terms of issue of such securities, the Exchange Price shall be adjusted by multiplying the Exchange Price in force immediately before such issue by the following fraction:

A+B

A+C

where:

• A is the number of Stapled Securities in issue immediately before such issue;

• B is the number of Stapled Securities which the aggregate consideration receivable for the Stapled Securities to be issued on conversion or exchange or on exercise of the right of subscription attached to such securities would purchase at such Current Market Price per Stapled Security; and

• C is the maximum number of Stapled Securities to be issued on conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto at the initial conversion, exchange or subscription price or rate.

Provided that if at the time of issue of the relevant securities or date of grant of such rights (as used in this Condition 6.1(g), the Specified Date ) such number of Stapled Securities is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such securities are exchanged or rights of subscription are exercised or, as the case may be, such securities are re-designated or at such other time as may be provided) then for the purposes of this Condition 6.1(g), ‘C’ shall be determined by application of such formula or variable feature or as if the relevant event occurs or has occurred as at the Specified Date and as if such conversion, exchange, subscription, purchase or acquisition or, as the case may be, re designation had taken place on the Specified Date.

Such adjustment shall become effective on the date of issue of such securities.

• (h) ( Modification of rights of exchange ) If there is a modification of the rights of conversion, exchange or subscription attaching to any such securities as are mentioned in Condition 6.1(g) (other than in accordance with the terms applicable to such securities) so that the consideration per Stapled Security (for the number of

Page 29

Supplementary Prospectus and Product Disclosure Statement

Stapled Securities available on conversion, exchange or subscription following the modification) is less than the Current Market Price on the last Trading Day preceding the date of announcement of the proposals for such modification, the Exchange Price shall be adjusted by multiplying the Exchange Price in force immediately before such modification by the following fraction:

A+B A+C

where:

• A is the number of Stapled Securities in issue immediately before such modification;

• B is the number of Stapled Securities which the aggregate consideration (if any) receivable for the Stapled Securities to be issued, or otherwise made available, on conversion or exchange or on exercise of the right of subscription attached to the securities, in each case so modified, would purchase at such Current Market Price or, if lower, the existing conversion, exchange or subscription price of such securities; and

• C is the maximum number of Stapled Securities to be issued, or otherwise made available, on conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto at the modified conversion, exchange, subscription or purchase price or rate but giving credit in such manner as an Independent Financial Institution considers appropriate (if at all) for any previous adjustment under this Condition 6.1(h) or Condition 6.1(g).

Provided that if at the time of issue of the relevant securities or date of grant of such rights (as used in this Condition 6.1(h), the Specified Date ) such number of Stapled Securities is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such securities are exchanged or rights of subscription are exercised or, as the case may be, such securities are re designated or at such other time as may be provided) then for the purposes of this Condition 6.1(h), ‘C’ shall be determined by application of such formula or variable feature or as if the relevant event occurs or has occurred as at the Specified Date and as if such conversion, exchange, subscription, purchase or acquisition or, as the case may be, re designation had taken place on the Specified Date.

Such adjustment shall become effective on the date of modification of the rights of conversion, exchange or subscription attaching to such securities.

• (i) ( Change of Control ) If a Recommended Change of Control occurs prior to 27 November 2013, then upon exercise of Exchange Rights where the Exchange Date falls during the Change of Control Period, the Exchange Price will be determined by the following formula:

AEP = EP/(1 + (P x c/t))

Page 30

Supplementary Prospectus and Product Disclosure Statement

where:

AEP means the Exchange Price following adjustment in accordance with this Condition 6.2(i).

c means the number of days from and including the date of the Change of Control occurs to but excluding 27 November 2013.

EP means the prevailing Exchange Price immediately preceding adjustment in accordance with this Condition 6.1(i).

P means the exchange premium which is 14%, expressed as a fraction.

t means the number of days from and including the Issue Date to but excluding 27 November 2013.

• (j) ( Other Offers to Holders of Stapled Securities ) If and whenever the Issuer, GPTMHL or any Subsidiary of the Issuer or GPTMHL or (at the direction or request of or pursuant to any arrangements with the Issuer, GPTMHL or any Subsidiary of the Issuer of GPTMHL) any other company, person or entity issues, sells or distributes any securities in connection with an offer by or on behalf of the Issuer, GPTMHL or any Subsidiary of the Issuer or GPTMHL or of such other company, person or entity pursuant to an offer in which the holders of Stapled Securities generally (meaning for these purposes the holders of at least 60 per cent. of the Stapled Securities outstanding at the time such offer is made) are entitled to participate in arrangements whereby such securities may be acquired by them (except where the Exchange Price falls to be adjusted under any of Conditions 6.1(d), (e), (f) or (g)), the Exchange Price shall be adjusted by multiplying the Exchange Price in force immediately before such issue, sale or distribution by the following fraction:

A – B A

where:

• A is the Current Market Price of one Stapled Security on the last Trading Day immediately preceding the date of such issue, sale or distribution; and

• B is the Fair Market Value on the date of such announcement of the portion of the rights attributable to one Stapled Security.

• (k) In this Condition 6.1, Current Market Price means, in respect of a Stapled Security at a particular time on a particular date, the average of the VWAP of one Stapled Security (being a Stapled Security carrying full entitlement to dividends) for the 10 consecutive Trading Days ending on the Trading Day immediately preceding such date;

provided that if at any time during the said 10 Trading Day period the Stapled Securities shall have been quoted ex-dividend (or ex- any other entitlement) and during some other part of that period the Stapled Securities shall have been quoted cum-dividend (or cum- any other entitlement) then:

Page 31

Supplementary Prospectus and Product Disclosure Statement

• (i) if the Stapled Securities to be issued in such circumstances do not rank for the dividend (or entitlement) in question, the quotations on the dates on which the Stapled Securities shall have been quoted cum-dividend (or cum- any other entitlement) shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of that dividend (or entitlement) per Stapled Securities as at the date of the first public announcement of such dividend (or entitlement); or

• (ii) if the Stapled Securities to be issued in such circumstances rank for the dividend (or entitlement) in question, the quotations on the dates on which the Stapled Securities shall have been quoted ex-dividend (or ex- any other entitlement) shall for the purpose of this definition be deemed to be the amount thereof increased by such similar amount;

and provided further that if the Stapled Securities on each of the said 10 Trading Days have been quoted cum-dividend (or cum- any other entitlement) in respect of a dividend (or entitlement) which has been declared or announced but the Stapled Securities to be issued do not rank for that dividend (or entitlement), the quotations on each of such dates shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of that dividend (or entitlement) per Stapled Security as at the date of the first public announcement of such dividend (or entitlement),

and provided further that:

• (iii) if the VWAP is not available on each of the 10 Trading Days during the relevant period, then the arithmetic average of such VWAPs which are available in the relevant period shall be used (subject to a minimum of two such VWAPs); and

• (iv) if only one or no such VWAP is available in the relevant period, then the Current Market Price shall be determined in good faith by an Independent Financial Institution.

6.2 Other provisions relating to Exchange Price

• (a) Except where expressly stated otherwise, any adjustment under Condition 6.1 will be calculated by the Issuer and shall be notified by the Issuer in writing to the Security Holders as soon as reasonably practicable following such calculation, such notice to include reasonable details of the basis of the calculation of the adjustment.

• (b) In the event that the Majority Security Holders dispute any adjustment made or to be made under Condition 6.1 or reasonably consider that the information provided under (a) is insufficient to enable them to determine whether the adjustment made or to be made is correct, those Security Holders may notify the Issuer in writing, within 15 Business Days of the date of any notice under paragraph (a), of any objection (giving reasonable details of the dispute). If the Majority Security Holders do not object in writing within 15 Business Days of notice of the adjusted Exchange

Page 32

Supplementary Prospectus and Product Disclosure Statement

Price, the Security Holders shall be deemed to have accepted such adjusted Exchange Price and (without prejudice to any claim for damages in the event such determination later proves to have not complied with these Conditions) it will be binding on the Security Holders, the Issuer and GPTMHL.

• (c) If the Majority Security Holders do object within the period referred to in paragraph (b) above, the Issuer will provide such further information as is reasonably necessary to determine whether an adjustment needs to be made or whether an adjustment made or to be made was correct and those Security Holders and the Issuer shall negotiate in good faith to agree the appropriate adjustment to the Exchange Price for a period of not more than 5 Business Days from the date of objection.

• (d) If the Majority Security Holders and the Issuer do not agree the appropriate adjustment to be made to the Exchange Price within the period referred to in paragraph (c), the Issuer shall procure an Independent Financial Institution, acting as expert, to determine and notify to the Security Holders and the Issuer as soon as practicable what adjustment (if any) to the Exchange Price is appropriate in accordance with Condition 6.1. Such adjustment (if any) as so determined will take effect in accordance with such determination and will be binding on the Security Holders, the Issuer and GPTMHL.

• (e) Notwithstanding any other provision of the Securities Deed or any other Condition, no adjustment shall be made to the Exchange Price:

• (i) where Stapled Securities or rights, warrants or options in respect of Stapled Securities are issued, offered, exercised, allotted, appropriated, modified or granted to or for the benefit of employees or former employees (including directors holding or formerly holding executive offices) of the Issuer or GPTMHL or their Subsidiaries or other eligible persons (as set out in a relevant employee share option scheme or plan) under any of the Issuer's or GPTMHL's employee share option scheme or plan duly adopted by the Issuer or GPTMHL ,as the case may be, in compliance with the Listing Rules;

• (ii) in respect of announcement, declaration or payment of any Dividend other than an Extraordinary Dividend or a Dividend in respect of which the Exchange Price falls to be adjusted under Condition 6.1(b);

• (iii) except in the case of a consolidation of Stapled Securities, where the adjustment would result in an increase of the Exchange Price; or

• (iv) in connection with the October 2008 Offer.

• (f) If:

• (i) the rights of conversion, exchange, purchase or subscription attaching to any options, rights, warrants to subscribe or purchase Stapled Securities or any securities convertible into, or exchangeable for, Stapled Securities or the rights carried by such securities to subscribe for, or purchase, Stapled Securities are modified (other than pursuant to, and as provided in, the

Page 33

Supplementary Prospectus and Product Disclosure Statement

existing terms and conditions of such options, rights, warrants or securities);

• (ii) the Majority Security Holders determine that an adjustment should be made to the Exchange Price as a result of an event or circumstance not referred to in Condition 6.1 and such adjustment has not been made or the Majority Security Holders determine that application of the provisions of Condition 6.1 to any event or circumstance (including a circumstance requiring the application of Condition 6.1 to a Dividend, or any reinvestment or capitalisation thereof, where only a portion of that Dividend is an Extraordinary Dividend) has not preserved or will not preserve the economic value of the Exchange Rights,

the Issuer shall, at its own cost and expense, consult an Independent Financial Institution to determine as soon as practicable what adjustment (if any) to the Exchange Price is required to preserve the economic value of the Exchange Rights and the date such adjustment should take effect and upon such determination such adjustment (if any) shall be made and shall take effect in accordance with such determination, provided that where the events or circumstances giving rise to any adjustment under this Condition 6.2 have already resulted or will result in an adjustment to the Exchange Price or where the circumstances giving rise to any adjustment arise by virtue of events or circumstances which have already given rise or will give rise to any adjustment to the Exchange Price, such modifications (if any) shall be made to the operation of the provisions of this Condition 6 as may be advised by the Independent Financial Institution to be in their opinion appropriate to give the intended result.

• (g) On any adjustment, the relevant Exchange Price, if not an integral multiple of one hundredth of one Australian cent, shall be rounded down to the nearest hundredth of one Australian cent.

• (h) No adjustment shall be made to the Exchange Price where such adjustment (rounded down if applicable) would be less than one per cent. of the Exchange Price then in effect. Any adjustment not required to be made, and any amount by which the Exchange Price has not been rounded down, shall be carried forward and taken into account in any subsequent adjustment, and such subsequent adjustment shall be made on the basis that the adjustment not required to be made had been made at the relevant time.

• (i) All calculations of any nature whatsoever under the Conditions shall be performed by the Issuer unless otherwise specified.

• (j) If at any time the Issuer is required to appoint an Independent Financial Institution for the purposes of this Condition 6 and fails to select an Independent Financial Institution to be approved by the Security Holders as so required (whether initially or following any failure by Security Holders to approve such appointment by way of Ordinary Resolution), the Security Holders (by way of Ordinary Resolution) may appoint an Independent Financial Institution for such purpose.

Page 34

Supplementary Prospectus and Product Disclosure Statement

• (k) All costs, charges, liabilities and expenses incurred in connection with the appointment, retention, consultation and remuneration of an Independent Financial Institution appointed under these Conditions shall be borne by the Issuer.

7. Redemption

7.1 Redemption

The Issuer may not redeem any Securities except as provided in Conditions 7.2, 7.3 and 7.5. A Security Holder may not require the Issuer to redeem its Securities except as provided in Condition 7.4 and Condition 10.

7.2 Redemption at the option of the Issuer

• (a) On giving not less than 30 nor more than 60 days’ notice (an Optional Redemption Notice ) to the Security Holders in accordance with Condition 13, the Issuer may redeem all but not some only of the Securities on the date (the Optional Redemption Date ) specified in the Optional Redemption Notice at their principal amount together with accrued interest up to but excluding the Optional Redemption Date and all Missed Payments as at the Optional Redemption Date, if at any time on or after 27 November 2013, on each of the 10 consecutive Trading Days ending not more than 5 Business Days prior to the giving of the relevant Optional Redemption Notice, the VWAP of a Stapled Security on each such Trading Day is such that if a Security Holder had subscribed for a Security at its face amount on the Issue Date, held it to such Trading Day and had exercised the Exchange Right in respect of that Security at the Exchange Price in effect (or deemed to be in effect) on any such Trading Day, the market value of the Stapled Securities it would be entitled to receive on the notional Exchange Date (calculated based on that Trading Day's VWAP) would give that Security Holder an internal rate of return on such Security of 20% per annum on the principal amount of such Security (taking into consideration all interest paid prior to the Optional Redemption Date and all accrued interest and Missed Payments payable on the Optional Redemption Date).

If there shall occur an event giving rise to a change in the Exchange Price, the 10 consecutive Trading Day period referred to in this Condition shall commence after the change to the Exchange Price has taken effect and been notified to the Security Holders in accordance with these Conditions.

Any Optional Redemption Notice shall be irrevocable and on the Optional Redemption Date the Issuer must redeem the Securities at their principal amount together with accrued interest up to but excluding the Optional Redemption Date and all Missed Payments as at the Optional Redemption Date. Any such notice shall specify:

• (i) the Optional Redemption Date;

• (ii) the Exchange Price, the aggregate principal amount of the Securities outstanding and the VWAP of a Stapled Security, in each case as at the

Page 35

Supplementary Prospectus and Product Disclosure Statement

latest practicable date prior to the publication of the Optional Redemption Notice; and

• (iii) the last day on which Exchange Rights may be exercised by Security Holders.

• (b) On giving not less than 30 nor more than 60 days’ notice (a Clean-up Redemption Notice) to the Security Holders in accordance with Condition 13, the Issuer may redeem all but not some only of the Securities on the date (the Clean-up Redemption Date) specified in the Clean-up Redemption Notice at their principal amount together with accrued interest up to but excluding the Clean-up Redemption Date and all Missed Payments as at the Clean-up Redemption Date, if at any time prior to the date on which the Issuer issues the Clean-up Redemption Notice, the aggregate principal amount of the Securities outstanding is less than 10% of the aggregate principal amount originally issued on the Issue Date.

Any Clean-up Redemption Notice shall be irrevocable. Any such notice shall specify:

• (i) the Clean-up Redemption Date;

• (ii) the Exchange Price, the aggregate principal amount of the Securities outstanding and the VWAP of a Stapled Security, in each case as at the latest practicable date prior to the publication of the Clean-up Redemption Notice; and

• (iii) the last day on which Exchange Rights may be exercised by Security Holders.

• (c) At any time during the period from the end of a Change of Control Period to the date falling 45 days thereafter, the Issuer may, having given not less than 20 nor more than 60 days’ notice (a Change of Control Redemption Notice) to the Security Holders (which notice shall be irrevocable) redeem all, but not some only, of the Securities on the date (the Change of Control Redemption Date) specified in the Change of Control Redemption Notice at their principal amount, together with accrued interest to the Change of Control Redemption Date and all Missed Payments as at the Change of Control Redemption Date, provided that no such Change of Control Redemption Notice may be given unless the Change of Control Notice has been given by the Issuer in accordance with Condition 5.8(j).

Upon the expiry of a Change of Control Redemption Notice, the Issuer shall redeem the Securities at their principal amount on the Change of Control Redemption Date, together with accrued interest up to the Change of Control Redemption Date.

Any Change of Control Redemption Notice shall be irrevocable. Any such notice shall specify:

• (i) the Change of Control Redemption Date;

• (ii) the Exchange Price, the aggregate principal amount of the Securities outstanding and the VWAP of a Stapled Security, in each case as at the

Page 36

Supplementary Prospectus and Product Disclosure Statement

latest practicable date prior to the publication of the Change of Control Redemption Notice; and

• (iii) the last day on which Exchange Rights may be exercised by Security Holders.

7.3 Redemption for taxation reasons

• (a) At any time the Issuer may, having given not less than 30 nor more than 60 days’ notice (a Tax Redemption Notice ) to the Security Holders redeem all, and not some only, of the Securities on the date (the Tax Redemption Date ) specified in the Tax Redemption Notice at their principal amount, together with accrued interest and all Missed Payments as at the Tax Redemption Date, if:

• (i) the Issuer certifies to the Security Holders immediately prior to the giving of such Tax Redemption Notice that an Issuer Tax Event has occurred; and

• (ii) such obligation cannot be avoided by the Issuer or GPTMHL taking reasonable measures available to it,

provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which, as the case may be, the Issuer would be obliged to pay additional amounts were a payment in respect of the Securities then due, be unable to deduct interest in the circumstances contemplated by paragraph (b) of the definition of "Issuer Tax Event" or the Issuer or GPTMHL, as the case may be, would incur materially increased costs in relation to the Securities.

• (b) Prior to the publication of any Tax Redemption Notice under this Condition 7.3, the Issuer shall issue to the Security Holders, or procure the issuance to the Security Holders of:

• (i) a certificate signed by two Authorised Officers of the Issuer stating that the obligation referred to above cannot be avoided by the Issuer or GPTMHL taking reasonable measures available to it; and

• (ii) an opinion of independent legal or tax advisers of recognised international standing to the effect that such change or amendment has occurred and that the Issuer has or will be obliged to pay such additional amounts, be unable to deduct interest and that the circumstances contemplated by paragraph (b) of the definition of "Issuer Tax Event" apply or the Issuer or GPTMHL has or will be exposed to a material increase in its costs as a result thereof (irrespective of whether such amendment or change is then effective).

• (c) Upon the expiry of a Tax Redemption Notice, the Issuer shall on the Tax Redemption Date redeem the Securities at their principal amount, together with accrued interest to such date and all Missed Payments as at such date.

• (d) If the Issuer gives a Tax Redemption Notice in respect of an Issuer Tax Event under paragraph (a) of the definition of "Issuer Tax Event", each Security Holder will have the right to elect that their Security or Securities shall not be redeemed on the Tax Redemption Date and that the provisions of Condition 9 shall not apply in

Page 37

Supplementary Prospectus and Product Disclosure Statement

respect of any payment to be made on such Security or Securities which falls after the relevant Tax Redemption Date whereupon no additional amounts shall be payable in respect thereof pursuant to Condition 9 and payment of all amounts on the Security or Securities shall be made subject to deduction or withholding of the taxation required to be withheld or deducted under the laws of Australia or any political subdivision or authority thereof or therein having the power to tax. To exercise such right, the Security Holder must complete, sign and deposit, at the office of the Issuer, a duly completed and signed notice of election (Tax Election Notice), in the form for the time being current, obtainable from the office of the Issuer together with the Certificate for the relevant Security or Securities on or before the date falling 10 Business Days prior to the Tax Redemption Date.

• (e) Any Tax Redemption Notice shall be irrevocable. Any such notice shall specify:

• (i) the Tax Redemption Date;

• (ii) the Exchange Price, the aggregate principal amount of the Securities outstanding and the VWAP of a Stapled Security, in each case as at the latest practicable date prior to the publication of the Tax Redemption Notice; and

• (iii) the last day on which Exchange Rights may be exercised by Security Holders.

7.4 Redemption by Security Holders upon a Change of Control

• (a) Following the occurrence of a Recommended Change of Control the holder of each Security will have the right to require the Issuer to redeem that Security on the Change of Control Put Date at its principal amount, together with accrued interest to such date which the Issuer elects to pay in exercise of its discretion under Condition 4.1.

• (b) To exercise such right, the holder of the relevant Security must, at any time during the period from the date of delivery of a Change of Control Notice to the date two Business Days preceding the Change of Control Put Date, deliver a duly completed and signed notice of exercise, in the form for the time being current, obtainable from the office of the Issuer (a Change of Control Put Exercise Notice ) to the office of the Issuer.

• (c) The Change of Control Put Date shall be the 14th day after the end of the Change of Control Period.

• (d) Payment in respect of any such Security shall be made by transfer to an Australian dollar account with a bank in Australia specified by the relevant Security Holder in the Change of Control Put Exercise Notice.

• (e) A Change of Control Put Exercise Notice, once delivered, shall be irrevocable and the Issuer shall redeem all Securities the subject of Change of Control Put Exercise Notices delivered in accordance with this Condition 7.4 on the relevant Change of Control Put Date.

Page 38

Supplementary Prospectus and Product Disclosure Statement

7.5 Issuer call rights

• (a) If at any time:

• (i) the Issuer is required by law to wind up the Trust in accordance with the terms of the Constitution due to the insolvency of the Trust; or

• (ii) an Accounting Event occurs,

the Issuer may, having given not less than 30 nor more than 60 days’ notice (an Issuer Redemption Notice ) to the Security Holders (which notice shall be irrevocable) redeem all, and not some only, of the Securities on the date (the Issuer Redemption Date ) specified in the Issuer Redemption Notice at their principal amount, together with accrued interest up to the Issuer Redemption Date and all Missed Payments as at the Issuer Redemption Date, provided that no such Issuer Redemption Notice may be given unless the Issuer Notice has been given by the Issuer in accordance with Condition 13.

• (b) Upon the expiry of an Issuer Redemption Notice, the Issuer shall redeem the Securities at their principal amount, together with accrued interest up to the Issuer Redemption Date and all Missed Payments as at the Issuer Redemption Date.

• (c) Any Issuer Redemption Notice shall be irrevocable. Any such notice shall specify:

• (i) the Issuer Redemption Date;

• (ii) the Exchange Price, the aggregate principal amount of the Securities outstanding and the VWAP of a Stapled Security, in each case as at the latest practicable date prior to the publication of the Issuer Redemption Notice; and

• (iii) the last day on which Exchange Rights may be exercised by Security Holders,

and in the case of an Accounting Event, must be accompanied by a certificate signed by two Authorised Officers of the Issuer attaching a copy of the opinion of the auditors of the GPT Entities confirming that the Accounting Event has occurred.

7.6 Purchase

• (a) The Issuer, GPTMHL or any Subsidiary of the Issuer or GPTMHL may at any time purchase Securities in the open market or otherwise at any price.

• (b) Any purchase by tender shall be made available to all Security Holders alike.

• (c) Any Securities so purchased shall be immediately cancelled and cannot be resold or reissued.

7.7 Cancellation

All Securities which are redeemed or in respect of which Exchange Rights are exercised will be cancelled and may not be reissued or resold.

Page 39

Supplementary Prospectus and Product Disclosure Statement

8. Payments

8.1 Principal and interest

• (a) Payment of any amount payable on redemption of a Security will be made by transfer to the registered account of the relevant Security Holder or by AUD cheque drawn on a bank in Australia mailed to the registered address of such Security Holder if it does not have a registered account. Payment of such amounts will only be made after surrender of the relevant Certificate at the registered business address of the Issuer (or, where that Certificate has been lost, stolen or destroyed on provision of (i) a certificate of the Security Holder certifying to such loss, theft or destruction of that Certificate, and (ii) an undertaking to indemnify the Issuer in respect of any loss it suffers as a result of that Certificate not having been surrendered).

• (b) Subject to Condition 4.1, interest on Securities will be paid on the due date for the payment of interest to the holder shown on the Register at the close of business on the 7th day before the due date for the payment of the interest (the Interest Record Date). Payments of interest on each Security will be made by transfer to the registered account of the Security Holder or by AUD cheque drawn on a bank in Australia mailed to the registered address of the Security Holder if it does not have a registered account.

8.2 Registered accounts and addresses

For the purpose of this Condition 8, a Security Holder's registered account means the AUD account maintained by it or on its behalf with a bank in Australia, details of which appear on the Register at the close of business on the second Business Day before the due date for payment, and a Security Holder's registered address means its address appearing on the Register at that time.

8.3 Fiscal Laws

All payments are subject in all cases to any applicable laws and regulations in the place of payment, but without prejudice to the provisions of Condition 9, no commissions or expenses shall be charged to the Security Holders in respect of such payments.

8.4 Payment Initiation

Where payment is to be made by transfer to a registered account, payment instructions (for value on the due date or, if that is not a Business Day, for value on the first following day which is a Business Day) will be initiated and, where payment is to be made by cheque, the cheque will be mailed (at the risk and, if mailed at the written request of the Security Holder otherwise than by ordinary mail, expense of the Security Holder) on the due date for payment (or, if it is not a Business Day, the immediately following Business Day) or, in the case of a payment of principal, if later, on the Business Day on which the relevant Certificate is surrendered at the registered business address of the Issuer.

Page 40

Supplementary Prospectus and Product Disclosure Statement

8.5 Delay in Payment

Security Holders will not be entitled to any interest or other payment for any delay after the due date in receiving the amount due if the due date is not a Business Day, if the Security Holder is late in surrendering its Certificate (if required to do so), or if a cheque mailed in accordance with this Condition 8 arrives after the due date for payment.

9. Taxation

9.1 Additional payments

• (a) All payments made by on or behalf the Issuer in respect of the Securities will be made free from any restriction or condition and be made without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Commonwealth of Australia or any political subdivision or any authority thereof or therein having power to tax, unless deduction or withholding of such taxes, duties, assessments or governmental charges is required to be made by law.

• (b) In the event that any such withholding or deduction is required to be made, the Issuer will pay such additional amounts as will result in the receipt by the Security Holders of the amounts which would otherwise have been receivable had no such withholding or deduction been required, except that no such additional amount shall be payable in respect of any Security:

• (i) to a holder (or to a third party on behalf of a holder) who is subject to such taxes, duties, assessments or governmental charges in respect of such Security by reason of his having some connection with the Commonwealth of Australia otherwise than merely by holding the Security or by the receipt of amounts in respect of the Security or where the withholding or deduction is required on account of a tax liability that the holder has or may have otherwise than as a result of such holding or receipt; or

• (ii) (in the case of a payment on redemption) if the Certificate is surrendered more than 30 days after the relevant date, except to the extent that the holder would have been entitled to such additional amount had the Issuer been obliged, following the surrendering of the Certificate, to make the payment on the last day of the period of 30 days following the relevant date; or

• (iii) in respect of a Tax levied or imposed under Chapter 11A of the Income Tax Assessment Act 1936 of the Commonwealth of Australia which is required to be withheld or deducted from any payment of, or in the nature of, interest to a Security Holder.

• (c) The Security Holder will be liable (as between the parties) for any and all withholding tax payable in connection with the Securities, and will pay to the Issuer upon demand the amount of any withholding tax assessed by the Commissioner of

Page 41

Supplementary Prospectus and Product Disclosure Statement

Taxation of the Commonwealth of Australia to the extent that the withholding tax assessed has not already been withheld by the Issuer.

• (d) For the purpose of this Condition 9, relevant date means the date on which such payment first becomes due (or would have become due had any required Certificate, document or information been provided) except that, if the full amount payable has not been received by the Issuer on or prior to such due date, it shall mean the date on which, such full amount payable having been so received, notice to that effect shall have been given to the Security Holders and cheques despatched or payment made.

• (e) References in these Conditions to principal and interest shall be deemed also to refer to any additional amounts which may be payable under this Condition or any undertaking or covenant given in addition thereto or in substitution therefor under the Securities Deed.

9.2 Stamp duties

• (a) The Issuer shall pay or reimburse each Security Holder for all stamp, transaction, registration and similar fees (including fines and penalties) on or in relation to the execution, delivery, or enforcement of these Conditions or the Securities Deed or any payment, receipt or other transaction contemplated by these Conditions or the Securities Deed, except in relation to any transfer by a Security Holder under Condition 3.

• (b) The Issuer shall indemnify each Security Holder against any liability resulting from delay or omission to pay the fees referred to in Condition 9.2(a), except to the extent the liability results from failure by the relevant Security Holder, as the case may be, to pay any fee after having been put in funds (with all necessary documents) to do so by the Issuer.

9.3 Survival of obligations

The obligations of the Issuer under this Condition 9 survive the redemption of any Security and the termination of these Conditions or the Securities Deed.

10. Events of Default

At any time, Security Holders representing not less than 25% in principal amount of the Securities then outstanding may (without prejudice to the Exchange Right) give notice to the Issuer that the Securities are, and they shall accordingly become, immediately due and repayable at their principal amount, together with accrued but unpaid interest and all Missed Payments, if any of the following events (each, an Event of Default ) has occurred:

• (a) Except for the purpose of a solvent reconstruction or amalgamation previously approved by the Security Holders by Special Resolution (and in compliance with any conditions specified in such Special Resolution):

• (i) where an application or an order is made, proceedings are commenced, a resolution is passed or proposed by the Trust or GPTMHL in a notice of

Page 42

Supplementary Prospectus and Product Disclosure Statement

meeting or other steps are taken for the winding up, dissolution, liquidation, termination or cessation of existence or any analogous process, of, or in relation to, the Trust or GPTMHL (other than frivolous or vexatious applications, proceedings, notices and steps which are being contested by the Issuer, the Trust or GPTMHL in good faith and by appropriate means and which have not resulted in an order being made or resolution being passed for such winding up, dissolution, liquidation or analogous process); or

• (ii) where the Trust or GPTMHL ceases, suspends or threatens to cease or suspend the conduct of all or substantially all of its business, or ceases, suspends or threatens to cease or suspend the conduct of its business as a going concern, or (whether in a single transaction or a series of transactions (whether related or not)) disposes of or threaten to dispose of all or substantially all of its assets; or

• (b) The Trust or GPTMHL are, or under legislation are presumed or taken to be, (other than as the result of a failure to pay a debt or claim the subject of a good faith dispute) insolvent; or

• (c) A liquidator, provisional liquidator or similar officer is appointed to, or in respect of, the Trust or GPTMHL or all or substantially all of the assets and undertaking of the Trust or GPTMHL.

For the avoidance of doubt, the Exchange Right remains exerciseable in accordance with these Conditions following notice being given under this Condition at any time up to the date the Securities are redeemed by the Issuer in accordance with these Conditions.

11. Prescription

Claims in respect of amounts due in respect of the Securities will become prescribed unless made within 10 years in the case of amounts due on redemption.

12. Meetings of Security Holders, Modification and Waiver

• (a) The Securities Deed contains provisions for convening meetings of Security Holders to consider any matter affecting their interests, including the sanctioning by Special Resolution of an amendment to the Securities or the provisions of the Securities Deed. The quorum at any such meeting for passing a Special Resolution will be holders holding or representing over 75% in principal amount of the Securities for the time being outstanding.

• (b) A Special Resolution is required to be passed by Security Holders if the intention is:

• (i) to modify the due date for any payment in respect of the Securities;

• (ii) to reduce or cancel any amount payable on the Securities (whether or not such payment is at the discretion of the Issuer), including the rate of interest and any accrued and unpaid interest with respect to the Securities;

Page 43

Supplementary Prospectus and Product Disclosure Statement

• (iii) to change the currency of payment of the Securities;

• (iv) to modify, waive or give any consent under Condition 5.8;

• (v) to modify or cancel the Exchange Rights (including the Exchange Price or any provision for adjustment of the Exchange Rights) or the redemption rights specified in Condition 7;

• (vi) to modify the provisions concerning the quorum required at any meeting of the Security Holders or the majority required to pass a Special Resolution;

• (vii) to modify the rights of or attached to the Securities under Condition 2; or

• (viii) to pass a resolution in respect of any other matter specified as requiring a Special Resolution in these Conditions or in the Securities Deed.

• (c) A Special Resolution passed at any meeting of Security Holders will be binding on all Security Holders or, whether or not they are present or represented at the meeting.

• (d) The Securities Deed provides that a written resolution signed by or on behalf of the holders of:

• (i) not less than two-thirds of the aggregate principal amount of Securities then outstanding shall be as valid and effective as a duly passed Special Resolution; and

• (ii) more than 50% of the aggregate principal amount of Securities then outstanding shall be as valid and effective as a duly passed Ordinary Resolution.

13. Notices

• (a) All notices to Security Holders shall be validly given if sent by registered post, couriered or faxed to them at their respective addresses in the Register maintained by the Issuer.

• (b) Communications will take effect, in the case of a letter sent by registered post, on the seventh Business Day after posting; in the case of a letter sent by courier, at the time of delivery; and in the case of fax, at the time of despatch if the correct error-free transmission report is received; provided that if such communication would take effect outside business hours in the place of receipt then it shall be deemed to be received on the next Business Day in the place of receipt. Any notice not by letter shall be confirmed by letter but failure to send or receive the letter of confirmation shall not invalidate the original communication.

14. Governing Law

• (a) The Securities and the Securities Deed are governed by, and shall be construed in accordance with, the laws of New South Wales, Australia.

Page 44

Supplementary Prospectus and Product Disclosure Statement

• (b) In relation to any legal action or proceedings arising out of or in connection with the Securities, the Issuer, GPTMHL and each Security Holder will be deemed to have irrevocably submitted to the courts of New South Wales, Australia.

Page 45