GPT GROUP — Capital/Financing Update 2008

Nov 16, 2008

Supplementary Prospectus and Product Disclosure Statement

Supplementary Prospectus and Product Disclosure Statement for The GPT Group

Pro-rata Entitlement Offer at $0.60 per New Security

The GPT Group comprises GPT Management Holdings Ltd (ACN 113 510 188) and General Property Trust (ARSN 090 110 357) the Responsible Entity of which is GPT RE Limited (ACN 10 426 504) (AFSL 286 511) (collectively, the Issuers )

Legal Notice

This is a Supplementary Prospectus and Product Disclosure Statement prepared and issued by the Issuers (the Supplementary Prospectus ).

It supplements the Prospectus and Product Disclosure Statement dated 24 October 2008 (the Prospectus ) 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.

This Supplementary Prospectus is dated on 17 November 2008 and a copy of it was lodged with ASIC. ASIC takes no responsibility for the content of the Supplementary Prospectus.

Each Director of the Issuers has consented to the lodgment of this Supplementary Prospectus with ASIC and has not withdrawn that consent.

1. Occurrence of a new circumstance: Perennial Proceedings

Since the date on which the Prospectus was lodged with ASIC, a new circumstance has arisen which, in the Issuer’s view, would have been required to have been disclosed in the Prospectus if it had arisen before the Prospectus was lodged with ASIC. The purpose of this Supplementary Prospectus is to inform Eligible Retail Securityholders of the new circumstance.

On 12 November 2008, proceedings against GPT RE were commenced in the Supreme Court of New South Wales by National Nominees Limited, as custodian of stapled securities in The GPT Group held for IOOF Investment Management Limited on behalf of funds managed by Perennial Investment Partners Limited.

National Nominees Limited seeks:

1. a declaration that certain amendments made to the Trust’s constitution as part of the Offer are invalid;

2. an injunction restraining the proposed issue of Exchangeable Securities and Top-Up Securities to GIC RE; and

3. a declaration that the proposed issue of Exchangeable Securities and Top-Up Securities to GIC RE is not authorised.

GPT RE considers there is no merit to National Nominees Limited’s claims and will vigorously defend the proceedings.

A court hearing is set for 19 November 2008. The Issuers will update Securityholders by way of an update on the website of The GPT Group or, if required under the Corporations Act, by issuing another supplementary Prospectus and Product Disclosure Statement.

2. Amendment to Prospectus

Section 9.1.4(i)(C) on page 40 of the Prospectus should be replaced with the following: 9.1.4 Issue Price

• “C. The issue price of the Trust Units or stapled securities is:

  • In the case of the Offer, not less than 30%; or

  • In any other case, not less than 50%,

of the market price of Trust Units in that class or the stapled securities (as the case may be) on the Business Day preceding the day on which the intention to make the offer or issue is announced on ASX.

3. FIRB Approval

GIC RE has obtained approval under the Foreign Acquisitions and Takeovers Act 1975 (Cth) for the

subscription for, and acquisition of all securities it has agreed to sub-underwrite and the Exchangeable Securities.

Securityholders are invited to contact The GPT Group by calling The GPT Group Offer Information Line on 1800 190 082 (within Australia) or on +612 8280 7196 (from outside Australia) at any time from 8.30am to 5.00pm (Sydney time) Monday to Friday if they have any queries in relation to this Supplementary Prospectus.