GPT GROUP — Capital/Financing Update 2008

Oct 22, 2008

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

GPT Group comprising the stapled securities of General Property Trust (Trust), for which GPT RE Limited is the Responsible Entity, and GPT Management Holdings Limited (GPTMHL)

ABN

58 071 755 609 – Trust 27 107 426 504 – Responsible Entity 67 113 510 188 ‐ GPTMHL

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Fully paid ordinary stapled securities
	2,217,733,198 fully paid ordinary stapled securities pursuant to the Entitlement Offer (as described in the pathfinder prospectus dated 22 October 2008). The exact number of fully paid ordinary stapled securities to be issued pursuant to the Entitlement Offer in aggregate is, subject to the effects of rounding, known as at the date of this Appendix 3B (see above). However, the exact breakdown of fully paid ordinary stapled securities to be issued pursuant to: • the Institutional Entitlement Offer; • the Retail Entitlement Offer; and • U.S. Private Placement, is still to be finalised.

3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) 4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates	Fully paid ordinary stapled securities.
	Yes. The fully paid ordinary stapled securities issued under the Entitlement Offer will rank equally with the existing fully paid ordinary stapled securities from the date of allotment.
	To be determined under the Institutional Bookbuild.
	The proceeds of the Entitlement Offer will be used to recapitalise the GPT Group's balance sheet by partially paying down existing debt facilities of the GPT Group.
	11 Nov 2008 under the Institutional Entitlement Offer, the U.S Private Placement and for valid acceptances that have been received by the First Retail Closing Date under the Retail Entitlement Offer. 28 Nov 2008 under the Retail Entitlement Offer.

• See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

8 Number and +class of all +securities quoted on ASX (including_the securities in clause 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	~~+~~Class
	After the Entitlement Offer there will be 4,435,466,396 fully paid ordinary stapled securities on issue (based on the number of fully paid ordinary stapled securities on issue at the date of this Appendix 3B and the number of fully paid ordinary stapled securities to be issued under the Entitlement Offer, subject to the effects of rounding).	Fully paid ordinary stapled securities
	Number	~~+~~Class
	N/A
	No change

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non‐ renounceable? 13 Ratio in which the +securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements	No.
	Non‐renounceable.
	1 fully paid ordinary stapled security for every 1 fully paid ordinary stapled security held as at the Record Date.
	Fully paid ordinary stapled securities.
	7.00pm (AEST) on 27 October 2008.

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders	No.
	Where fractions arise in the calculation of shareholders' entitlements under the Entitlement Offer they will be rounded up to the next whole number of new stapled securities.
	All countries except Australia and New Zealand, Canada, the United Kingdom, the Netherlands, Hong Kong, Ireland and Singapore and any other jurisdictions agreed to offer into
	24 October 2008 (Institutional Entitlement Offer) 17November 2008(Retail Entitlement Offer)
	Deutsche Bank AG, Sydney Branch Goldman Sachs JBWere Pty Limited UBS AG, Australia Branch
	The underwriters will be paid an underwriting and offer management fee in equal proportions commitment of 3.0% of the Institutional Offer Proceeds, the Cornerstone Proceeds and the Retail Underwritten Proceeds (as defined in the Underwriting Agreement) UBS AG, Australia Branch will also be paid an offer advisory fee of 0.75% of the Institutional Entitlement Offer Proceeds, the Cornerstone Proceeds and the Retail Entitlement Offer Proceeds.
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell part of their entitlements through a broker and accept for the balance?	N/A
	28 October 2008.
	N/A
	N/A
	N/A
	N/A
	N/A

• 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

N/A

• 33 +Despatch date

Refer to Item 7 of this Appendix 3B

Part 3 - Quotation of securities

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

• 34 Type of securities ( tick one )

• (a) Securities described in Part 1

• (b) All other securities

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

• 1 ‐ 1,000

1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Entities that have ticked box 34(b)

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

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

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

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no‐one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here:

....................................................... Date: 23 October 2008 Company Secretary

Print name: James Coyne

• See chapter 19 for defined terms.

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Appendix 3B Page 8

1/1/2003