GPT GROUP — Capital/Financing Update 2008

Oct 23, 2008

GPT RE Limited GPT Management Level 52 T: +61 2 8239 3555 ABN 27 107 426 504 Holdings Limited MLC Centre F: +61 2 9225 9318 as Responsible Entity of ABN 67 113 510 188 19 Martin Place E: gpt@gpt.com.au General Property Trust Sydney NSW 2000 www.gpt.com.au AFSL 286511 Australia

24 October 2008

Ms Suzanna Dabski ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000

By electronic lodgement

Dear Suzanna

Summary of Exchangeable Securities in connection with Capital Raising

Attached is a summary of the exchangeable securities to be issued in connection with the recently announced capital raising.

Yours faithfully,

James A Coyne Company Secretary

GPT Securityholder Service Centre

www.gpt.com.au

T: 1800 025 095 F: +61 2 9287 0303 E: gpt@gpt.com.au

24-10-08 Term Sheet.doc

A$250 million of 10% Exchangeable Securities Exchangeable into ordinary stapled securities of GPT

	A$250 million of 10% Exchangeable Securities
	Exchangeable into ordinary stapled securities of GPT
SU	MARY TERMS AND CONDITIONS
Issu			al
	er	GPT RE Limited (ACN 107 426 504) in its capacity as responsible entity of the Gener
		Property Trust (“Issuer”)
Dessec		“”	apledll beeralheurity.GPT
	cription ofiti	Exchangeable securities (Exchangeable Securities) exchangeable into ordinary stiti f GPT G “Stld Siti”
	res	secures o roup (ape ecures)
		The interest in the General Property Trust created by each Exchangeable Security wi
		valued, for the purposes of determining the voting rights that they will have in the Gen
		Property Trust under section 253F of the Corporations Act, according to the value of t
		number of ordinary units in General Property Trust underlying the Exchangeable Sec
		Prior to exchange of the Exchangeable Securities, they will not carry voting rights in
		Management Holdings Limited
Initi	l Hld	A ffilit f GIC Rl Ett Th Ehbl Siti ill b fl tfb	e
	oer	n aae o ea sae. e xcangeae ecures w e reey ransera
Ran	king	Direct, unconditional and unsecured debt obligations of the Issuer, ranking at all time	s_pari_allqually d by
		_passu_and without any preference or priority among themselves, and subordinated to
		creditors of the General Property Trust (other than any expressed to rank behind or e
		with the Exchangeable Securities), but ranking ahead of all units or (unless otherwise
		agreed by the Holders in accordance with this term sheet) other equity interests issue
		the Issuer, both for distributions and on a winding up
Allo	t Dt	Etd t iid ith th til titlt ff lltt dt bt t FIRB
	men ae	xpece o conce w e rea enemen oer aomen ae, sujec oaroval
		pp
Issu
	e size	A$250m
Mat
	urity	Perpetual
Dist	ributions	10% per annum payable semi-annually in arrears
		,
		Distributions are payable at the sole discretion of the Issuer
Initiexcpric			otentialffer
	al	A$1.25, subject to adjustment for the dilutionary impact of the entitlement offer and plt f Stld Siti dibd i th ff dt f th titlt
	ange	pacemen o ape ecures escre n e oer ocumen or e enemen o
Excrigh	hange	At any time from 41 days after the Allotment Date, subject to the Holder obtaining any
	ts	necessary regulatory approvals
Issurederigh			ccruedrn onolder
	er	On or at any time after 5 years from the Allotment Date, the Issuer may redeem the
	mption	Exchangeable Securities in whole but not in part, at the Redemption Price plus any a
		distributions which GPT elects to pay, subject to certain conditions relating to the retuitt i Ehbl Siti tht ld h b id b th iitil
		nvesmen n xcangeae ecures a wou ave een receve y e nawho continued to hold the Exchangeable Securities
Distributionand capitalstopper
	ribution	Upon and after the occurrence of a Missed Payment Event or Missed Exchange Eve
	capital	Issuer undertakes that it shall not:
	per	(i)declare or pay any distribution (including the issue of Stapled Securities or ot
		securities) or dividend or make any other payment on and will procure that n
		,distribution or other payment is made on any Stapled Securities or other sec
		,of GPT Group which rank below or_pari passu_with the Exchangeable Securit

	with the Exchangeable Securities in a return of capital or in a winding up of theTrust (excluding these Exchangeable Securities)“Missed Payment Event” defined as follows: on any distribution payment date (which willinclude a redemption date), payment of the distribution scheduled to be made (or in thecase of a redemption date, accrued) on such date is not made in full by the Issuer (whetheror not in permitted circumstances, eg as a result of an exercise of discretion)“Missed Exchange Event” defined as follows: Failure by the Issuer to deliver, transfer orprocure delivery of stapled securities (or redemption proceeds) as and when such stapledsecurities (or redemption proceeds) are required to be delivered or transferred on exchange
Adjustmentprovision	Anti-dilution adjustment provisions to allow adjustment of the exchange priceNo adjustment for distributions, other than Extraordinary Distributions, or for securitiesissued pursuant to employee share scheme“Extraordinary Distributions” means any distributions to Stapled Security holders otherwisethan out of operating income generated after the date of issue of the ExchangeableSecurities
Change ofControl	No exchange price ratchet for a Change of Control more than 5 years after the AllotmentDate. For Change of Control within 5 years after the Allotment Date, an exchange priceratchet will apply based on a 5 year notional maturity and conversion premium of 14%Holder put at the principal amount plus any accrued distributions which GPT elects to payIn the event of a Change of Control of the Issuer, the Issuer will have the right to redeemthe Exchangeable Securities (at principal amount plus any accrued distributions which GPTelects to pay) within 75 days after the later of the Change of Control and the date on whichnotice of the Change of Control is given to the Holders by the Issuer, unless the Securitieshave previously been exchanged at the request of the Holder (to avoid doubt, the timing willallow reasonable time for such exchange to occur before any forced redemption)A "Change of Control" occurs if one the following events occurs:(a) a takeover bid is made to acquire all of the Stapled Securities and the offer is, orbecomes, unconditional and the bidder has a relevant interest in more than 50% of theStapled Securities on issue (excluding any Stapled Securities for which the bid isaccepted pursuant to the commitments by the initial Holder in certain circumstances); or(b) a court approves a scheme of arrangement which, when implemented, will result in aperson having a relevant interest in all of the Stapled SecuritiesIn the case of the Holder put, a Change of Control also requires that the GPT Directorsissue a statement recommending acceptance of (a) or (b)Does not preclude Holders from supporting a change of control transaction notrecommended by the board
Tax gross up	Yes but excluding Australian withholding tax which may be withheld by the Issuer withoutgross-up
Covenants	No issue of convertible/exchangeable debt or other hybrids ranking equally with or ahead ofthe Exchangeable Securities without Holder consentThe Issuer must also comply with its obligations under its senior debt facilities (as amendedfrom time to time) for so long as the Exchangeable Securities remain outstandingWhere there is more than one Holder, consents may be made by majority of 75% of thetotal face amount of the Exchangeable Securities
Issuer callright	Upon change of accounting equity classification or taxation law treatment of theExchangeable Securities (being a change that is materially adverse to the Issuer),involuntary insolvent winding up of trustAt the principal amount plus any accrued distributions which GPT elects to pay
Clean-up call	If at any time the aggregate principal amount of the Exchangeable Securities outstanding isless than 10% of the aggregateprincipal amount originallyissued,the Issuer shall have the

	option to redeem such outstanding Exchangeable Securities in whole, but not in part, at theprincipal amount plus any accrued distributions which GPT elects to pay
Cross default	None
Events ofdefault	Upon winding-up of the trust and other insolvency type events including the appointment ofa liquidator, receiver etcFollowing an event of default, Holders will have the right to require redemption or, at anytime prior to such redemption being effected, exchange
Governing law	New South Wales, Australia
Listing	NoneStapled Securities of GPT Group issued on exchange to be listed on ASX
Other termsanddocumentation	Usual representations, warranties, undertakings and other terms to be specified in definitivedocumentation to be agreed between the parties, acting reasonably. Certain terms may bevaried in certain circumstances
Sole financialadvisor	UBS AG, Australia Branch

Note: The initial Holder has, subject to conditions, separately undertaken to GPT to support future change of control transactions which are recommended by the Board and which are supported by the majority of other GPT Securityholders. Details of this undertaking are set out in the Prospectus and Product Disclosure Statement for the Entitlement Offer dated 24 October 2008.