GPT GROUP — Capital/Financing Update 2008

Oct 22, 2008

GPT PATHFINDER

THIS DOCUMENT IS NOT FOR RELEASE IN THE UNITED STATES OR TO US PERSONS

PATHFINDER

THIS IS NOT A PROSPECTUS OR A PRODUCT DISCLOSURE STATEMENT

IMPORTANT NOTICE

You must read this notice before reading or making any use of this document or any information contained in this document. By accepting this document, you agree to be bound by the following terms and conditions, including any modifi cations to them.

This document is a draft prospectus and product disclosure statement or pathfi nder document for the purpose of section 734(9) of the Corporations Act 2001 (Cth) (Corporations Act) in respect of a proposed offer of stapled securities (New Securities) by GPT RE Limited (ACN 107 426 504) (GPT RE) as responsible entity of the General Property Trust (ARSN 090 110 357) (the Trust) and GPT Management Holdings Limited (ACN 113 510 188) (GPTMHL and together with the Trust, the Issuers or The GPT Group).

This document has been prepared solely for information purposes and is provided so that you may consider an invitation to participate in the proposed offer of New Securities (Opportunity).

This document is not a prospectus or a product disclosure statement and has not been lodged with the Australian Securities and Investments Commission (ASIC). This document is a draft only and is subject to change prior to it being approved by the Directors of the Issuers and lodged with ASIC, which is expected to occur on or about 23 October 2008 (the Prospectus). The lodged Prospectus will be available to Eligible Retail Security Holders (as that term is defi ned in the Prospectus) from its lodgement date from The GPT Group’s website at www.gpt.com.au and as otherwise distributed or made generally available. Eligible Retail Security Holders who want to acquire the New Securities should complete, or otherwise apply in accordance with, the personalised Acceptance Form that will accompany the Prospectus and should consider the Prospectus in deciding whether or not to acquire the New Securities.

This document has been prepared at a time when the due diligence process and drafting of the Prospectus has not been fi nalised and therefore the information presented in this document may differ materially in both content and presentation from that presented in the Prospectus and the Issuers reserve the right to alter the document accordingly. This document does not purport to be all inclusive or to contain all information which recipients may require to make an informed assessment of whether to invest in the New Securities.

Parties named in this document may seek amendments to the references to them or reports provided by them in this document before it is fi nalised and lodged with ASIC.

NO DISCLOSURE DOCUMENT REQUIRED

This document is provided to you on the basis that you are, and you represent and warrant that:

• if you are in Australia, you are a person to whom an offer and issue of New Securities may be made in Australia without a disclosure document (as defi ned in the Corporations Act) on the basis that you are exempt from the disclosure requirements of Part 6D.2 and Part 7.9 in accordance with section 708(8) or 708(11) and section 761G of the Corporations Act; or

• if you are outside Australia, you are a person to whom an offer and issue of New Securities may be made outside Australia without registration, lodgement or approval of a formal disclosure document or other fi ling in accordance with the laws of that foreign jurisdiction (except to the extent the Issuers, in their absolute discretion, are willing to comply with such requirements); provided that you are not in the United States or a ‘US person’ (as defi ned in Regulation S under the US Securities Act of 1933, as amended (US Securities Act)) (US Person) or acting on account of or for the benefi t of a US Person (except to a dealer or other professional fi duciary organised, incorporated or (if an individual) resident outside the United States acting solely for an account held for the benefi t or account of persons that are U.S. Persons for which it has sole investment discretion (Eligible Offshore Fund Manager)); or

• if you are in the United States or a US Person or acting for the account or benefi t of a US Person (but are not an Eligible Offshore Fund Manager), you are a security holder as of the Record Date (as defi ned in the document) and you are a “qualifi ed institutional buyer” (as defi ned in Rule 144A of the US Securities Act) (QIB) and have received the US Private Placement Memorandum.

If you are not such a person, please do not read this document. Please return it immediately to the Issuers and destroy or delete any copies.

The Issuers may in their absolute discretion, but without being under any obligation to do so, update or supplement this document. Any further information will be provided subject to these terms and conditions.

The GPT Group Entitlement Offer i

GPT PATHFINDER

LIMITATIONS OF THIS DOCUMENT

This document is based on information supplied by the Issuers and from sources reasonably believed to be reliable. This information has not been independently verifi ed and may not be independently verifi able.

person acting for the account or benefi t of US Person (other than to an Eligible Offshore Fund Manager), except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable United States securities laws.

NO LIABILITY

Do not rely on this document to make an investment decision. This document is not, and should not be construed as, a recommendation by the Issuers, or by Deutsche Bank AG, Sydney Branch, Goldman Sachs JBWere Pty Ltd or UBS AG, Australia Branch (collectively, the Underwriters) or their respective affi liates, related bodies corporate, or their offi cers, employees, directors, partners or advisers or any other party referred to in this document to participate in the Opportunity. The provision of this document is not and should not be considered as fi nancial product advice. Nothing in this document constitutes investment, legal, tax or other advice. The information in this document is general only and does not take into account your individual objectives, taxation position, fi nancial situation or needs. Before making an investment decision, you should consider whether an investment in the New Securities or The GPT Group is appropriate in light of your individual objectives, taxation position, fi nancial situation or needs and consider obtaining professional securities advice. In all cases, you should conduct your own investigations and analysis of the Opportunity, the fi nancial condition, assets and liabilities and business affairs of The GPT Group and its business, and the contents of this document.

This document does not constitute an invitation, offer or recommendation to apply for New Securities and does not contain any application form for New Securities. This document does not constitute an advertisement for an offer or proposed offer of New Securities. It is not intended to induce any person to engage in, or refrain from engaging in, any transaction.

DISTRIBUTION

This document is confi dential, is being furnished to you solely for your information and may not be reproduced or distributed to any person except persons within your organisation directly involved in considering this Opportunity.

The Issuers have prepared this document based on information available to them at the time of preparation. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, likelihood of achievement or reasonableness of any forecasts, reports, opinions and conclusions contained in this document or any other information the Issuers or any of the Underwriters otherwise provide to you.

You cannot assume that the information in this document will be updated at any time subsequent to 21 October 2008. The distribution of this document does not constitute a representation by the Issuers or any Underwriter or their respective affi liates, related bodies corporate, or the directors, offi cers, employees, partners, or advisers that the information will be updated at any time after the date of this document. Except to the extent required by law, the Issuers and each of the Underwriters do not undertake to advise any person of any information coming to their attention relating to the fi nancial condition, status or affairs of The GPT Group or its related bodies corporate (as that term is defi ned in the Corporations Act) (related bodies corporate).

To the maximum extent permitted by law, the Issuers, The GPT Group, the Underwriters and their respective related bodies corporate and their affi liates, nor any other party referred to in this document nor the offi cers, directors, employees, advisers and agents of those any of those entities do not accept any responsibility or liability including, without limitation, any liability arising from fault or negligence on the part of any person, for any direct, indirect, consequential or contingent loss or damage suffered by any person arising from the use of this document or its contents or otherwise in connection with it.

FORWARD-LOOKING STATEMENTS

This document and its contents are provided on the basis that recipients will not deal in the securities of The GPT Group in breach of applicable insider trader laws.

Distribution of this document (including an electronic copy) outside Australia and New Zealand may be restricted by law. Persons who come into possession of this document who are not in Australia or New Zealand should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws.

This document has not been fi led, registered or approved in any jurisdiction. No action has been taken or is proposed to be taken to register or qualify this document, New Securities or the offer of New Securities, or otherwise permit a public offering of securities, in any jurisdiction outside Australia.

The New Securities have not been, nor will they be, registered under the US Securities Act or the securities laws of any state or other jurisdictions of the United States. The New Securities may not be offered, sold or resold in the United States or to a US Person or to a

Some of the information contained in this document may constitute forward-looking statements that are subject to various risks and uncertainties. Nothing in this document is a promise or representation as to the future. Statements or assumptions in this document as to future matters may prove to be incorrect. The Issuers do not make any representation or warranty as to the accuracy, completeness, likelihood of achievement or reasonableness of any projections or forward-looking statements contained in this document. You acknowledge that circumstances may change and the contents of this document may become outdated as a result. You also acknowledge that no audit or review has been undertaken by an independent third party of the assumptions, data, results, calculations and forward-looking statements contained in or referred to in this document. You should make your own independent assessment of the information and seek your own independent professional advice in relation to the information and any action taken on the basis of the information.

ii The GPT Group Entitlement Offer

GPT PATHFINDER

REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENT

By accepting this document, you acknowledge and agree that you understand the contents of this notice and that you agree to abide by the terms and conditions of this notice. You also:

• represent and warrant that you are not in the United States or a US Person, or if in the United States or a US Person, you are a QIB and have received the US Private Placement Memorandum that accompanies this document; and you are not acting for the account or benefi t of a US Person unless you are an Eligible Offshore Fund Manager;

• represent and warrant that you will not, and will procure that your offi cers and employees will not, use this document, in whole or in part, for any purpose other than deciding whether or not to participate in the Opportunity;

• represent and warrant that you will act on the basis of your own investigations and analysis in respect of any investment decision whether to acquire New Securities; and

• acknowledge that the Issuers and the Underwriters are relying on you complying with this notice and on the truth and accuracy of the representations and warranties given by you.

Neither this document nor any copy of it may be transmitted in the United States or distributed or released, directly or indirectly, in the United States or to any US Person or any person acting for the account or benefi t of a US Person (except to an Eligible Offshore Fund Manager) unless it is accompanied by the US Private Placement Memorandum. By accepting this draft document, you agree to be bound by these limitations.

22 October 2008

The GPT Group Entitlement Offer iii

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iv The GPT Group Entitlement Offer

PROSPECTUS AND PRODUCT DISCLOSURE STATEMENT

1 for 1

Pro-rata Entitlement Offer at $[0.60] per New Security

The GPT Group

Comprises

GPT Management Holdings Ltd (ACN 113 510 188) and GPT RE Limited (ACN 107 426 504) (AFSL 286511) as responsible entity for General Property Trust (ARSN 090 110 357)

Financial Adviser, Joint Lead Manager and Underwriter

Joint Lead Managers and Underwriters

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Important information

Prospectus and product disclosure statement

This document (the Prospectus) is a prospectus issued by GPT Management Holdings Limited (GPTMHL ACN 113 510 188) for the purposes of Part 6D of the Corporations Act and a product disclosure statement issued by GPT RE Limited (GPT RE ACN 107 426 504) as responsible entity for General Property Trust (Trust) for the purposes of Part 7.9 of the Corporations Act (collectively the Issuers). For convenience, this document is referred to as the “Prospectus” throughout.

Each new security issued under this Prospectus will comprise one share in GPTMHL (GPTMHL Share) and one unit in the Trust (Trust Unit) (New Securities).

This Prospectus was prepared in accordance with sections 713 and 1013FA of the Corporations Act. This Prospectus is dated [24 October] 2008 and was lodged with ASIC on that date. This Prospectus expires on [24 November] 2009 (Expiry Date). No New Securities will be issued on the basis of this Prospectus after the Expiry Date.

The GPT Group will apply within seven days of the date of this Prospectus for the quotation of the New Securities on ASX. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus nor for the merits of the investment to which this Prospectus relates.

This document is important and requires your immediate attention. You should read the entire document carefully before deciding whether to invest in the New Securities. In particular, you should consider the risk factors outlined in section 6 and the tax implications outlined in section 8. The potential tax effects of the Offer will vary between investors. All investors should satisfy themselves of any possible tax consequences by consulting their own professional tax adviser.

Not investment advice

The information provided in this Prospectus is not fi nancial product advice and has been prepared without taking into account your investment objectives, fi nancial circumstances or particular needs. Please carefully read the instructions on the accompanying (acceptance form). If you have any questions you should consult your fi nancial and other professional advisers before deciding to invest. In particular, you should consider the risk factors (see section 6) that could affect the fi nancial performance of The GPT Group before deciding what course you should follow. You should consider these factors in light of your personal circumstances (including fi nancial and taxation issues (see section 8)).

No cooling-off rights

Cooling-off rights do not apply to an investment in New Securities pursuant to the Offer. This means that, in most circumstances, you cannot withdraw your payment if the payment is made via BPAY[®] or Acceptance Form.

Prospectus availability

Eligible Retail Securityholders (described in section 2.6(b) with registered addresses in Australia and New Zealand can obtain a copy of this Prospectus during the period of the Offer on The GPT Group’s website at www.gpt.com.au or by calling The GPT 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 during the Offer Period. Securityholders in other jurisdictions (including the United States) are not entitled to access the copy of the Prospectus on the ASX website at www.asx.com.au. If you access the electronic version of this Prospectus you should ensure that you download and read the entire Prospectus.

The electronic version of this Prospectus on The GPT Group’s website will not include a personalised Acceptance Form. You will only be entitled to accept the Offer by completing your personalised Acceptance Form, which accompanies this Prospectus and returning it together with payment to the Registry or by making a payment via BPAY[®] pursuant to the instructions set out on the Acceptance Form (refer to sections 3.2 and 3.3 for further information). The Corporations Act prohibits any person from passing the Acceptance Form on to another person unless it is attached to a hard copy of the Prospectus or the complete and unaltered electronic version of this Prospectus.

Neither this Prospectus nor the accompanying Acceptance Form may be distributed to investors outside Australia or New Zealand, including to investors who are in the United States or who are, or are acting for the account or benefi t of, a “US person” (US Person), as defi ned in Regulation S of the US Securities Act of 1933, as amended (US Securities Act).

Foreign jurisdictions

This Prospectus does not constitute an offer in any place in which, or to any Person to whom, it would not be lawful to make such an offer. No action has been taken to register this Prospectus, the New Securities, or otherwise permit an offering of New Securities in any jurisdiction outside of Australia or New Zealand. This Prospectus does not constitute an offer of New Securities in the United States or to a US Person (or to any person that is acting for the account or benefi t of a US Person), or in any other place in which, or to any person to whom, it would not be lawful to make such an offer.

The distribution of this Prospectus (including an electronic copy) outside Australia may be restricted by law. If you come into possession of this Prospectus, you should observe any such restrictions and should seek your own advice on such restrictions. Any failure to comply with such restrictions may contravene applicable securities laws. Neither this Prospectus nor the accompanying Acceptance Form may be distributed to, or relied upon, by persons in the United States or who are, or are acting for the account or benefi t of, US Persons unless such persons are Securityholders and “qualifi ed institutional buyers” (QIBs), as defi ned in Rule 144A under the US Securities Act, and the Prospectus is accompanied by the US private placement memorandum as part of the US Private Placement.

The New Securities have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. The New Securities may not be offered, sold or resold in the United States, or to, or for the account or benefi t of, a US Person, except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable United States state securities laws. Accordingly, the New Securities will constitute “restricted securities” within the meaning of Rule 144(a) (3) under the US Securities Act and, for so long as the New Securities remain restricted securities, the New Securities may not be deposited in any unrestricted American Depository Receipt facility with respect to the stapled securities of The GPT Group that The GPT Group may establish.

See section 3.16 for further details.

Offer underwriting

UBS AG has acted as Financial Adviser for the Offer. UBS AG, Deutsche Bank AG and Goldman Sachs JBWere Pty Limited (Underwriters) are acting as joint lead manager and bookrunners in relation to the Offer and underwriters in relation to the Entitlement Offer (see section 9.4).

Disclaimer

No person is authorised to give any information or make any representation in connection with the Offer described in this Prospectus, which is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by The GPT Group in connection with the Offer.

This Prospectus contains forward looking statements which are identifi ed by words such as “may”, “could”, “believes”, “estimates”, “expects”, “intends”, and other similar words that involve risks and uncertainties. These forward looking statements are subject to various risk factors that could cause The GPT Group’s actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in section 6. These and other factors could cause actual results to differ materially from those expressed in any forward looking statement made by, or on behalf of, The GPT Group.

Financial amounts

Money as expressed in this Prospectus is in Australian dollars unless otherwise indicated.

Defi ned terms and abbreviations used in this Prospectus are explained in the Glossary at the end of this Prospectus.

Note: BPAY[® ] registered to BPAY[®] Pty Ltd (ABN 69 079 137 518).

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The GPT Group Entitlement Offer I

Key dates1

Institutional Entitlement Offer opened	[22 October 2008]
Institutional Entitlement Offer closed	[24 October 2008]
Prospectus lodged with ASIC and ASX	[24 October 2008]
Record Date to determine right to participate	7.00pm (Sydney time) [27 October 2008]
in the Entitlement Offer
Retail Entitlement Offer opens	[30 October 2008]
Last date for Eligible Retail Securityholders to lodge an Application to	5.00pm (Sydney time) [4 November 2008]
be allotted New Securities at the same time as under the Institutional
Entitlement Offer (Initial Closing Date)
Allotment of New Securities issued under the Institutional Entitlement	[11 November 2008]
Offer and New Securities under the Retail Entitlement Offer for which
valid acceptances have been received (Initial Allotment)
Retail Entitlement Offer closes (Closing Date)	5.00pm (Sydney time) [17 November 2008]
Allotment of New Securities issued under the Retail Entitlement Offer	[28 November 2008]
(Final Allotment) and allotment of the Exchangeable Securities
Expected date for trading of New Securities issued under the Retail	[1 December 2008]
Entitlement Offer on a normal settlement basis

Note:

1 The timetable above is indicative only. The GPT Group, in conjunction with the Underwriters, reserves the right to amend any or all of these dates and times subject to the Corporations Act, the Listing Rules and other applicable laws. In particular, The GPT Group reserves the right to extend the closing date for the Retail Entitlement Offer, to accept late Applications either generally or in particular cases or to withdraw the Retail Entitlement Offer without prior notice. The commencement of quotation of New Securities is subject to confi rmation from ASX.

Key statistics

Entitlement Offer Price	$[0.60] per New Security
Entitlement Offer	1 New Security for every 1 Security held at the Record Date
Approximate number of New Securities	2.2 billion
to be issued under the Entitlement Offer
Entitlement Offer proceeds	Approximately $[1.3] billion
Exchangeable Securities Placement proceeds	$250 million
Offer proceeds	Approximately $[1.6] billion

II GPT Entitlement OfferThe GPT Group Entitlement Offer

What should I do?

1. Read this Prospectus carefully

This Prospectus contains important information in relation to the Entitlement Offer. You should read it carefully and in its entirety, including section 6 which contains a summary of the major risks associated with an investment in The GPT Group and section 8 which contains a summary of the tax implications associated with the Entitlement Offer.

2. Seek advice

Before you decide whether to accept the Retail Entitlement Offer, you should consider whether an investment in New Securities is appropriate for you in light of your particular investment objectives and circumstances. If you are in doubt as to the course you should follow, you should seek appropriate professional advice before making an investment decision.

3. Decide what you want to do

If you are an Eligible Retail Securityholder, you may either:

• Accept the Retail Entitlement Offer in full;

• Partially accept the Retail Entitlement Offer; or

• Take no action and therefore not accept the Retail Entitlement Offer.

See section 3 for further details.

4. Accepting the Offer

If you are an Eligible Retail Securityholder and would like to participate in the Retail Entitlement Offer you should complete the loose leaf personalised Acceptance Form or make your payment via BPAY[®] pursuant to the instructions set out on the Acceptance Form

You must ensure that suffi cient funds are held in relevant account(s) to cover the Application Monies. If the amount of your cheque, bank draft, money order or BPAY[®] payment for Application Monies is insuffi cient to pay in full for the number of New Securities you applied for in your Acceptance Form, you will be taken to have applied for such lower number of New Securities as your cleared Application Monies will pay for (and to have specifi ed that number of New Securities on your Acceptance Form) or your Application may be rejected and any New Securities not accepted.

If you make your payment by BPAY[®] you do not need to lodge the Acceptance Form.

Cooling-off rights do not apply to an investment in New Securities pursuant to the Entitlement Offer. This means that, in most circumstances, you cannot withdraw your payment if the payment is made via BPAY[®] or Acceptance Form.

Eligible Retail Securityholders making a payment via BPAY[®] must check the processing cut off time for transactions with their bank, credit union or building society as it may be earlier than the scheduled Initial Closing Date at 5:00pm (Sydney time) on [4 November 2008] or the scheduled Closing Date at 5:00pm (Sydney time) on [17 November 2008]. Applicants submitting their payment through BPAY[®] must do so in suffi cient time to ensure funds are received by the relevant closing date.

Further details of how to accept the Retail Entitlement Offer are set out in section 3.

5. Questions

If you have any questions relating to the Entitlement Offer, you can call 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 during the Offer Period.

• If you wish to be included in the Initial Allotment of New Securities at the same time as under the Institutional Entitlement Offer, you must send or deliver your Acceptance Form and payment to the Registry (by cheque, bank draft or money order) or make your payment by BPAY[®] by no later than 5:00pm on [4 November 2008] (Initial Closing Date). If your Application Monies are not received in cleared funds in time for allocation, your Application will be treated as an Application at the Closing Date.

• Alternatively, if you wish to participate in the Retail Entitlement Offer and be included in the Final Allotment, you must send or deliver your Acceptance Form and payment to the Registry (by cheque, bank draft or money order) or make your payment via BPAY[®] by no later than 5:00pm on [17 November 2008] (Closing Date).

The GPT Group Entitlement Offer III

Table of contents

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Important informatio~~n~~ Chairman’s lette~~r~~ Key date~~s~~ What should I do~~?~~ Overvie~~w~~ 1 Questions and answer~~s~~ 2 Details of the Offe~~r~~ 3 Actions required by Eligible Retail Security holder~~s~~ 4 The GPT Grou~~p~~ 5 Financial informatio~~n~~ 6 Risk factor~~s~~ 7 Fees and cost~~s~~ 8 Taxation implication~~s~~ 9 Summary of important document~~s~~ 10 Additional informatio~~n~~ Glossar~~y~~ Director~~y~~	Important informatio~~n~~ Chairman’s lette~~r~~ Key date~~s~~ What should I do~~?~~ Overvie~~w~~ 1 Questions and answer~~s~~ 2 Details of the Offe~~r~~ 3 Actions required by Eligible Retail Security holder~~s~~ 4 The GPT Grou~~p~~ 5 Financial informatio~~n~~ 6 Risk factor~~s~~ 7 Fees and cost~~s~~ 8 Taxation implication~~s~~ 9 Summary of important document~~s~~ 10 Additional informatio~~n~~ Glossar~~y~~ Director~~y~~	Important informatio~~n~~ Chairman’s lette~~r~~ Key date~~s~~ What should I do~~?~~ Overvie~~w~~ 1 Questions and answer~~s~~ 2 Details of the Offe~~r~~ 3 Actions required by Eligible Retail Security holder~~s~~ 4 The GPT Grou~~p~~ 5 Financial informatio~~n~~ 6 Risk factor~~s~~ 7 Fees and cost~~s~~ 8 Taxation implication~~s~~ 9 Summary of important document~~s~~ 10 Additional informatio~~n~~ Glossar~~y~~ Director~~y~~			~~[~~IFC] ~~[~~I] ~~[~~II] ~~[~~III] ~~[~~1] ~~[~~5] ~~[~~9] ~~[~~12] ~~[~~17] ~~[~~24] ~~[~~30] ~~[~~34] ~~[~~37] ~~[~~40] ~~[~~47] ~~[~~51] ~~[~~55]
				~~s~~

IV The GPT Group Entitlement Offer

Overview

• By raising approximately $[1.3] billion through the Entitlement Offer and $250 million through the Exchangeable Securities Placement, The GPT Group will recapitalise its balance street and ensure that The GPT Group can fully fi nance its business plan and debt maturities through January 2010.

• To date, The GPT Group has been pursuing non-core asset sales as a means of reducing debt, recognising that gearing levels are too high in the current market.

• The continued deterioration of capital markets has impacted The GPT Group’s asset realisation programme, and the recent sharp depreciation of the Australian dollar against the US dollar (27% since 30 June 2008) and the Euro (16% since 30 June 2008) has signifi cantly reduced the amount of headroom available under debt covenants.

• The GPT Group has considered all available alternatives, including a break-up of The GPT Group or breaching covenants, however these options were not considered to be in the best interests of Securityholders.

• Proceeds from the Offer will be used to reduce debt such that The GPT Group’s Pro Forma Balance Sheet gearing ratio will fall from 37.3% to 28.8% and its look through gearing ratio will fall from 46.7% to 41.5%.

• This creates considerable headroom, giving The GPT Group comfort against breaching debt covenants due to deterioration in asset values, further depreciation of the Australian dollar, diffi culty in selling non-core assets or any other unforseen circumstance.

BALANCE SHEET GEARING[1]

LOOK THROUGH GEARING[1]

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LVR covenant = 40% Buffer = 28% devaluation LVR covenant = 55% Buffer = 24% devaluation
50% in the entire portfolio 60% in the entire portfolio
50%
40%
42%
11% 29% 40% 9% 4%
30% 2% 38%
26% 30%
20% 37% 47%
29% 20% 42%
10%
10%
0% 0%
30 Jun 08 Capital raising [2] Pro Forma Pro forma 30 Jun 08 Capital raising [2] Pro Forma Pro forma
adjustments [3] adjustments [3]
----- End of picture text -----

Notes:

• 1 Based on valuations of investment properties as at 30 June 2008, and impact of market movements on derivative valuations to 30 September 2008. Current economic conditions may have a materially adverse effect on property valuations since 30 June 2008. The period over which debt will actually be paid down will depend on a number of factors including the contracted debt maturity profi les and discussions with lenders.

• 2 Capital raising comprises a 1 for 1 Entitlement Offer at $[0.60] and Exchangeable Securities Placement with proceeds of $250 million. Adjustment made for June quarter DRP.

• 3 Refer to section 5.2 for details of Pro Forma adjustments.

Entitlement Offer

• The GPT Group is offering Eligible Securityholders the opportunity to subscribe for 1 New Security for every 1 Security held on the Record Date. The Entitlement Offer Price per New Security is $[0.60].

• The Entitlement Offer Price represents a [47]% discount to the 21 October 2008 closing price of $1.15 and a discount of [71]% to the adjusted NTA Per Security (post the Offer) of $2.09.

• DPS (post Offer) of 7.2 cents, represents a DPS yield of [12.0]% for the year ended 31 December 2009 on the Entitlement Offer Price.

• From the date of issue, the New Securities will rank equally with other Existing Securities.

The GPT Group Entitlement Offer 1

Investment by GIC Real Estate

• GIC Real Estate (GIC RE), through an affi liate, will be making an investment of up to $715 million into The GPT Group.

• GIC RE currently holds 1.9% of The GPT Group and under the proposal could hold up to 18.0% of the Securities (assuming exchange of all of the Exchangeable Securities), subject to receiving FIRB approval. The Exchangeable Securities will give the holder full voting rights in respect of the Trust.

• This investment will be made by way of a $250 million Exchangeable Securities Placement, the sub-underwriting of [504] million New Securities (representing the majority of the Retail Entitlement Offer) and committing to take up its pro rata share of the Offer ([41.2] million Securities).

• GIC RE recognises the underlying quality of The GPT Group’s domestic core property portfolio and has ensured the success of this Offer through the sub-underwriting it has provided.

• The GPT Group will invite a GIC RE representative to join The GPT Group Board if GIC RE’s ownership is greater than 10% on a fully diluted basis and will seek ratifi cation of this appointment at The Group’s next Annual General Meeting.

• GIC RE has also agreed to a change of control undertaking. This requires GIC RE to support any change of control transaction that is recommended by the Board of The GPT Group provided that a majority of Securityholders, excluding GIC RE, support the transaction.

• If GIC RE doesn’t receive at least 250 million Securities through its sub-underwriting commitment, The GPT Group will make a placement on the same terms as the Entitlement Offer to GIC RE to ensure GIC RE receives in total 250 million Securities.

• If GIC RE does not receive FIRB approval, Offer proceeds could be reduced by up to $550 million.

The GPT Group’s strategy

• The GPT Group’s core, top quality Australian assets make up 73% of The GPT Group’s investment portfolio.

OVERVIEW OF THE GPT GROUP INVESTMENTS[1,2 ]

COMPOSITION OF CORE AUSTRALIAN PORTFOLIO[1,2]

Notes:

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HOTEL/TOURISM INDUSTRIAL
OVERSEAS/
NON-CORE 6% 9%
21% OFFICE
35%
RETAIL
CORE 56%
AUSTRALIAN
73%
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• 1 Based on book values as at 30 June 2008. Current economic conditions may have a materially adverse effect on property valuations.

• 2 Core Australian includes The GPT Group’s interests in GWOF and GWSCF (and the Homemaker portfolio and Floreat Forum which have been identifi ed for sale).

• The GPT Group will return to its core focus of high quality Australian retail, offi ce and industrial property ownership, development and management.

• The GPT Group is currently in the process of exiting the majority of its offshore investments and does not intend on committing any additional capital internationally.

2 The GPT Group Entitlement Offer

Liquidity position post capital raising

• The Offer will ensure that The GPT Group is well capitalised and The GPT Group’s business plan and refi nancing obligations are fully funded through to January 2010.

• In addition, The GPT Group is currently pursuing a sale of a number of non-core assets with a total book value of $1.7 billion as at 30 June 2008 , however, The GPT Group may not be able to sell these assets in the near term or may be required to sell the assets for less than book value. Any proceeds received would be used to further reduce debt.

• The GPT Group is also exploring options with Benchmark to reduce exposure in, or exit from, the US Senior Housing portfolio over time.

DEBT MATURITY PROFILE[1]

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2500
DEBT EXPIRING PROCEEDS FROM
EQUITY RAISING
2000
1500
1000
500
0
2008 2009 2010 2011 2012 2013 Beyond
Note:
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• 1 Matches capital raised to debt maturity profi le, refl ecting that the proceeds of the Offer could be used to reduce debt facilities of The GPT Group. Balances adjusted for movements in foreign exchange rates (refer Section 5.2 for exchange rate details) and excludes amortisation of borrowing costs. Capital may not be applied to debt facilities as indicated.

Distribution policy

• From 2009, the Directors intend that distributions on ordinary units will comprise 90% to 100% of underlying realised earnings before any development profi ts realised in the period and any income received from the Babcock & Brown Joint Venture, after any distribution paid on the Exchangeable Securities, subject to the ongoing requirement of the Trust to distribute its taxable income.

• Distributions from Babcock & Brown Joint Venture earnings will be considered based on The GPT Group’s capital requirements.

• Retained income will be used to fund working capital or reduce debt, further strengthening The GPT Group’s fi nancial position.

• The DRP is to be suspended immediately and is not expected to be utilised for the fi nancial year ending 31 December 2009.

The GPT Group Entitlement Offer 3

Key risks

There are risks associated with an investment in The GPT Group. Those risks are discussed in section 6. Some of the key risks that may have an adverse impact on The GPT Group are also highlighted below:

• Breach of debt covenants due to falling asset values, further depreciation in the Australian dollar, failure to complete non-core asset sales or other unforeseen circumstances;

• Inability to raise capital to fund The GPT Group’s business plan or repay debt maturities as they fall due;

• Deterioration of The GPT Group’s credit rating may affect The GPT Group’s ability to obtain new debt facilities, and impact fi nancing costs;

• Changes in general economic conditions including the impact of fl uctuations in interest, foreign exchange and infl ation rates, the level of prices on local and international stock markets and change in government fi scal, monetary and regulatory policies;

• Changes in income derived from, and realisable value of the net assets of, and The GPT Group’s ordinary and preferred equity interests in the Babcock & Brown Joint Venture. This includes breaches of debt covenants due to falling asset values.

• Inability to sell the identifi ed non-core assets at prices acceptable to The GPT Group;

• Stability of The GPT Halverton funds management platform;

• Deterioration in global property markets causing decreases in property valuations or impacting forecast revenues; and

• GIC RE’s investment in Exchangeable Securities and additional Securities is subject to FIRB approval.

More detail on these and other risks are set out in section 6. Before applying for New Securities, investors should read this Prospectus in its entirety and should consult their fi nancial and other professional advisers.

4 The GPT Group Entitlement Offer

Questions and answers SEC ~~TIO~~ N 1

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Where to fi nd
The Offer more information
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What is the Offer?	The Entitlement Offer comprising: •	section 2.2
	The Institutional Entitlement Offer –
	The Retail Entitlement Offer –
	The Exchangeable Securities Placement to be made to GIC RE to raise •
	$250 million
What is the Entitlement Offer?	The Entitlement Offer is a non-renounceable, pro-rata entitlement	section 2.2
	offer to Eligible Securityholders and US Private Placement Offerees to
	subscribe for 1 New Security for every 1 Security held on the Record Date
	to raise approximately [$1.3 billion].1
What are the Exchangeable	The Exchangeable Securities are perpetual, subordinated securities that	section 2.7
Securities?	will be issued to GIC RE that are exchangeable into Securities at GIC RE’s
	option at an initial exchange price of $1.25 per Security.
What is the Entitlement Offer Price?	$[0.60] per New Security.
How much will be raised	The GPT Group is seeking to raise approximately $[1.6] billion	sections 2.1–2.3
through the Offer?	under the Offer.
What are New Securities?	Each New Security issued under this Prospectus will comprise one
	GPT Management Holdings Limited (GPTMHL) Share and one General
	Property Trust (Trust) Unit, which (subject to quotation) will trade on
	ASX as one stapled security. Each New Security will be issued fully paid.
	From the date of issue, the New Securities will rank equally with other
	Existing Securities.
What is the purpose	The proceeds of the Offer will be used to recapitalise	section 2.1
of the Offer?	The GPT Group’s balance sheet by reducing existing debt
	facilities of The GPT Group.
What is the effect of the Offer	The f nancial effect of the Offer on The GPT Group is explained	section 5
on The GPT Group?	in section 5.

Note:

1 The Entitlement Offer consists of an Institutional Entitlement Offer and a Retail Entitlement Offer. The Institutional Entitlement Offer included a US Private Placement to Eligible Institutional Securityholders located in the US that are Qualifi ed Insitutional Buyers (QIBs). The Exchangeable Securities Placement is a placement that will be made to GIC RE to raise $250 million (subject to FIRB approval).

The GPT Group Entitlement Offer 5

The Offer What will GIC RE’s ownership of The GPT Group be following completion of the Offer? Risks What are the signif cant risks associated with an investment in New Securities? Taxation implications What are the tax implications of the Offer? Participation in the Retail Entitlement Offer	Immediately after the Offer, GIC RE will own between 12.0 and 18.0% on a fully diluted basis of The GPT Group depending on the level of Eligible Retail Securityholder participation in the Retail Entitlement Offer. GIC RE requires FIRB approval to take up sub-underwriting or invest in Exchangeable Securities. There is no guarantee approval will be granted. If FIRB approval is not received, Offer proceeds could be reduced by up to $550 million. The key risks associated with an investment in New Securities are described in section 6. Before applying for New Securities, investors should read this Prospectus in its entirety and consider these risks carefully. Before making a decision to apply for New Securities, investors should seek appropriate professional advice. For more information on the taxation implications please refer to section 8. If you have any additional questions in relation to taxation implications of the Retail Entitlement Offer please consult your accountant or personal tax adviser.	Where to f nd more information section 2.4 Where to f nd more information section 6 Where to f nd more information section 8 Where to f nd more information
Who can participate in the	Eligible Retail Securityholders are those persons who:	section 2.6b
Retail Entitlement Offer?	Are registered as Securityholders at 7.00pm (Sydney time) on •
	the Record Date;
	Have a registered address in Australia or New Zealand; •
	Are not in the United States and are not a US Person or acting •
	for the account or benef t of a US Person;
	Are not an Eligible Institutional Securityholder or an Ineligible •
	Institutional Securityholder; and
	Are eligible under all applicable securities laws to receive an •
	offer under the Retail Entitlement Offer
How do I f nd out how many New	The number of New Securities to which you are entitled under the
Securities I am entitled to under	Retail Entitlement Offer is set out on the personalised Acceptance Form
the Retail Entitlement Offer?	accompanying this Prospectus.
	If you did not receive your personalised Acceptance Form you should call
	The GPT 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 during the Offer Period.
What actions can I take?	You can either:	sections 3.1–3.4
	Accept the Retail Entitlement Offer in full; •
	Partially accept the Retail Entitlement Offer; or •
	Take no action and therefore not accept the Retail Entitlement Offer. •

6 The GPT Group Entitlement Offer

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Participation in the Where to fi nd
Retail Entitlement Offer more information
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Can I sell my right to receive	Your right to receive New Securities under the Retail Entitlement Offer	section 2.6
New Securities under the Retail	is not privately transferable or tradeable on ASX. To the extent that
Entitlement Offer?	you do not accept your Entitlement, or if you are an Ineligible Retail
	Securityholder, your Entitlement will lapse and you will not be issued
	New Securities.
Can I apply for additional New	No. Your Entitlement under the Entitlement Offer is the maximum	section 3.3
Securities above my Entitlement	number of New Securities you can acquire under the Entitlement Offer,
under the Retail Entitlement Offer?	based on your holding at the Record Date.
Will the Retail Entitlement Offer	The Issuers may decide to withdraw the Retail Entitlement Offer prior to	section 3.15
proceed in all circumstances?	an issue of New Securities under the Retail Entitlement Offer. In the event
	that the Retail Entitlement Offer is withdrawn, any Application Monies
	received will be refunded to Applicants without interest.
How do I accept the	If you are an Eligible Retail Securityholder and would like to participate	section 3.2
Retail Entitlement Offer?	in all or part of the Retail Entitlement Offer you should complete the loose
	leaf personalised Acceptance Form or make your payment via BPAY®
	pursuant to the instructions set out on the Acceptance Form
	If you wish to be included in the Initial Allotment of New Securities at •
	the same time as under the Institutional Entitlement Offer, you must
	send or deliver your Acceptance Form and payment to the Registry (by
	cheque, bank draft or money order) or make your payment by BPAY®
	by no later than 5:00pm on [4 November 2008] (Initial Closing Date).
	If your Application Monies are not received in cleared funds in time
	for allocation, your Application will be treated as an Application at
	the Closing Date
	Alternatively, if you wish to participate in the Retail Entitlement Offer •
	and be included in the Final Allotment, you must send or deliver your
	Acceptance Form and payment to the Registry (by cheque, bank draft
	or money order) or make your payment via BPAY®by no later than
	5:00pm on [17 November 2008] (Closing Date)
	Eligible Retail Securityholders making a payment via BPAY®must check
	the processing cut off time for transactions with their bank, credit union
	or building society as it may be earlier than the scheduled Initial Closing
	Date at 5:00pm (Sydney time) on [4 November 2008] or the scheduled
	Closing Date at 5:00pm (Sydney time) on [17 November 2008]. Applicants
	submitting their payment through BPAY®must do so in suff cient time to
	ensure funds are received by the relevant closing date.

The GPT Group Entitlement Offer 7

Fees, costs and underwriting Is the Entitlement Offer underwritten? What are the fees and costs of the Offer? Fees Further information	[Yes. The Entitlement Offer has been underwritten by UBS AG, Deutsche Bank AG and Goldman Sachs JBWere Pty Limited in accordance with the terms of the Underwriting Agreement. The fees payable to the Underwriters and a summary of the terms of the Underwriting Agreement, including the circumstances where the Underwriters may terminate the Underwriting Agreement, are set out in sections 7.3 and 9.4 respectively.] GIC RE has sub-underwritten [504] million New Securities of the Retail Entitlement Offer. GIC RE has the benef t of the same termination events as the Underwriters have and may terminate the sub-underwriting arrangement whether or not the Underwriters have terminated the Underwriting Agreement. Costs associated with the Offer total approximately $[ ] million and will be paid out of the proceeds of the Offer. Fees and costs may be deducted from the assets of the Trust. Details of those fees are set out in section 7 of this Prospectus.	Where to f nd more information section 9.4 section 7 section 7 Where to f nd more information
How can further information	If you would like further information you can call The GPT Group	section 3.17
be obtained?	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 during the Offer Period.
Is there a cooling-off period?	Cooling-off rights do not apply to an investment in New Securities
	pursuant to the Offer. This means that you cannot withdraw your
	Application once it has been accepted.

8 The GPT Group Entitlement Offer

Details of the Offer SEC ~~TIO~~ N 2

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2.1 Purpose of the Offer

The GPT Group expects to raise approximately $[1.6] billion under the Offer.

The proceeds of the Offer will be used to recapitalise The GPT Group’s balance sheet by reducing debt. A strengthened balance sheet will ensure that The GPT Group is well capitalised and can fully fi nance its business plan and debt maturities through January 2010.

The GPT Group’s business model and strategy are described in more detail in section 4.

2.2 Overview of the Offer

The GPT Group is offering Eligible Securityholders the opportunity to subscribe for 1 New Security for every 1 Security held on the Record Date. The Entitlement Offer Price per New Security is $[0.60]. The Entitlement Offer is structured as a non-renounceable entitlement offer of approximately 2.2 billion New Securities. This means that the Entitlements are non-transferable and cannot be sold or traded. Each New Security will be issued fully paid. From the date of issue, the New Securities will rank equally with other Existing Securities.

The Offer comprises:

• The Entitlement Offer comprising:

• The Institutional Entitlement Offer – Eligible Institutional Securityholders were invited to choose to accept all or part of their Entitlement, or apply for New Securities in excess of their Entitlement. In addition, under the Institutional Entitlement Offer, New Securities equivalent to the number not taken up by Eligible Institutional Securityholders, together with any New Securities that would have been offered to Ineligible Institutional Securityholders if they had been eligible to participate in the Institutional Entitlement Offer, were offered to Eligible Institutional Securityholders who applied for New Securities in excess of their Entitlements and to certain other Institutional Investors. The Institutional Entitlement Offer included a US Private Placement to Institutional Investors located in the US or that are US Persons or are acting for the account or benefi t of US Persons (other than Eligible Offshore Fund Managers) that are QIBs.

– The Retail Entitlement Offer – Eligible Retail Securityholders are being sent this Prospectus with a personalised Acceptance Form and are invited to take up all or part of their Entitlement. The Institutional Entitlement Offer was conducted under an institutional bookbuild by the Underwriters between [22 and 24] October 2008 which set the Entitlement Offer Price.

The Entitlement Offer Price is the same under the Institutional Entitlement Offer and the Retail Entitlement Offer.

Further details of the Institutional Entitlement Offer and the Retail Entitlement Offer are described below:

• The Exchangeable Securities Placement – concurrently with the Entitlement Offer, an Exchangeable Securities Placement is being made to GIC RE to raise $250 million.

2.3 Sources and uses of funds

Sources of funds Offer proceeds Uses of funds	$ million [1,581] $ million
Reduce borrowings1	[1,581]
Estimated costs of Offer	[ ]
Total uses of funds	[1,581]

Note:

• 1 As noted in section 2.1 the net proceeds of the Offer will be used to recapitalise The GPT Group’s balance sheet by reducing debt.

The GPT Group Entitlement Offer 9

2.4 GIC RE overview

GIC RE is a Securityholder in The GPT Group with a [1.9]% ownership. GIC RE has undertaken to invest in a further $250 million under the Exchangeable Securities Placement, agreed to sub-underwrite [504] million New Securities of the Retail Entitlement Offer and committed to take up its pro rata share of the Entitlement Offer ([41.2] million New Securities). GIC RE has the benefi t of the same termination events as the Underwriters and may terminate the subunderwriting arrangement whether or not the Underwriters have terminated the Underwriting Agreement.

GIC RE is the real estate investment arm of the Government of Singapore Investment Corporation. GIC RE manages a multi billion dollar portfolio of direct and indirect property investments with close to 300 investments in more than 30 countries. It is one of the largest institutional investors in Asia and currently ranks amongst the world’s top 10 global real estate investment fi rms.

If GIC RE doesn’t receive at least 250 million Securities through its sub-underwriting commitment, The GPT Group will make a placement on the same terms as the Entitlement Offer to GIC RE to ensure GIC RE receives in total 250 million securities.

The following table shows GIC RE’s minimum and maximum ownership immediately after the Entitlement Offer depending on the level of Eligible Retail Securityholder participation in the Retail Entitlement Offer.

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GIC RE ownership Minimum Maximum
# securities % # securities %
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Existing pre Entitlement Offer	(41.2 million)		(41.2 million)
Commitment to take up Entitlement Offer	(41.2 million)		(41.2 million)
Take up under sub-underwriting of retail Entitlement Offer	–		(503.8 million)
GIC RE top-up Securities1	(250.0 million)		–
Total security holding (non-diluted)	(332.3 million)	[7.1%]	(586.1 million)	[13.2%]
Assuming exchange of all Exchangeable Securities2	(258.8 million)		(258.8 million)
Total security holding (fully diluted)	(591.2 million)	[12.0%]	(845.0 million)	[18.0%]

Note:

1 Issued to GIC RE if GIC RE does not receive at least 250 million securities in retail shortfall.

2 Post adjustment for entitlement issue.

The GPT Group will invite a GIC RE representative to join The GPT Group Board if GIC RE’s ownership is greater than 10% on a fully diluted basis and will seek ratifi cation of this appointment at the Group’s next Annual General Meeting.

GIC RE has also agreed to a Change of Control Undertaking. This requires GIC RE to support any change of control recommended by the Board of The GPT Group, provided that a majority of Securityholders, excluding GIC RE, support the transaction.

GIC RE’s investment in Exchangeable Securities and additional Securities is subject to FIRB approval. If FIRB approval is not received, Offer proceeds could be reduced by up to $550 million.

2.5 The Institutional Entitlement Offer

Eligible Institutional Securityholders were invited to choose to accept all or part of their Entitlement or apply for New Securities in excess of their Entitlement. In addition, under the Institutional Entitlement Offer, New Securities equivalent to the number not taken up by Eligible Institutional Securityholders, together with any New Securities that would have been offered to Ineligible Institutional Securityholders if they had been eligible to participate in the Institutional Entitlement Offer, were offered to Eligible Institutional Securityholders who applied for New Securities in excess of their Entitlements and to certain other Institutional Investors. The Institutional Entitlement Offer included a US Private Placement to Institutional Investors located in the US that are QIBs.

The Institutional Entitlement Offer was conducted under an institutional bookbuild by the Underwriters between [22 and 24 October 2008] which set the Entitlement Offer Price.

The Institutional Entitlement Offer will raise approximately $[xx] before transaction costs for The GPT Group through the issue of approximately [xx] New Securities.

Settlement of the Institutional Entitlement Offer is expected to occur on [10 November 2008]. The Institutional Entitlement Offer is underwritten by the Underwriters. Normal settlement trading is expected to commence on [11 November 2008].

10 The GPT Group Entitlement Offer

2.5.1 No Offer under the Retail Entitlement Offer to Eligible Institutional Securityholders or Ineligible Institutional Securityholders

b. Who is eligible to participate in the Retail Entitlement Offer?

Eligible Retail Securityholders are those persons who:

The Retail Entitlement Offer does not constitute an offer to any person who is not an Eligible Retail Securityholder, including:

• Any Eligible Institutional Securityholder (whether or not it accepted the Institutional Entitlement Offer);

• Any Ineligible Institutional Securityholder; or

• A nominee for such a person, in respect of Existing Securities held for such a Retail Securityholder.

2.5.2 No offer under the Retail Entitlement Offer to holders of New Securities

Any person allocated New Securities under the Institutional Entitlement Offer does not have any Entitlement to participate in the Retail Entitlement Offer in respect of those New Securities.

2.6 The Retail Entitlement Offer

a. What is the Retail Entitlement Offer?

The GPT Group is offering Eligible Retail Securityholders the opportunity to acquire 1 New Security for every 1 Security held at 7.00pm (Sydney time) on [27 October 2008] (Record Date) at an Entitlement Offer Price of $[0.60] per New Security. The ratio and Entitlement Offer Price under the Retail Entitlement Offer are the same as for the offer of New Securities under the Institutional Entitlement Offer.

The number of New Securities to which an Eligible Retail Securityholder is entitled is shown on the personalised Acceptance Form that accompanies this Prospectus.

Eligible Retail Securityholders may accept the Retail Entitlement Offer in full or in part by returning their Acceptance Form and payment to the Registry (by cheque, bank draft or money order) or by BPAY[®] payment instruction, by no later than 5.00pm (Sydney time) on [17 November 2008] (the Closing Date). The GPT Group reserves the right to extend this date without notice, subject to the Corporations Act, the Listing Rules and other applicable laws. For Eligible Retail Securityholders who do not accept the Retail Entitlement Offer in full by the Closing Date, the Offer will lapse in respect of those New Securities which they did not accept and their proportion of ownership of The GPT Group will be diluted.

New Securities are expected to be allotted on [11 November] 2008 to Eligible Retail Securityholders who return their Acceptance Form and payment to the registry (by cheque, bank draft or money order) or make payment by BPAY[®] by no later than 5:00pm (Sydney time) on [4 October 2008] (Initial Closing Date) and on [28 November 2008] to Eligible Retail Securityholders who return their Acceptance Form and payment to the registry (by cheque, bank draft or money order) by no later than 5:00pm (Sydney time) on the Closing Date.

Once the Acceptance Form is returned or payment of Application Monies is made it is irrevocable and may not be withdrawn, except as allowed by law.

• Are registered as Securityholders at 7.00pm (Sydney time) on the Record Date;

• Have a registered address in Australia or New Zealand;

• Are not in the United States and are not a US Person or acting for the account or benefi t of a US Person;

• Are not an Eligible Institutional Securityholder or an Ineligible Institutional Securityholder; and

• Are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

The Issuers, in their absolute discretion, reserve the right to determine whether a Securityholder is an Eligible Retail Securityholder (and therefore able to participate in the Retail Entitlement Offer), or an Ineligible Retail Securityholder (and therefore unable to participate in the Retail Entitlement Offer). The Issuers and The GPT Group disclaim all liability (to the maximum extent permitted by law) in respect of the determination as to whether a Securityholder is an Eligible Retail Securityholder or an Ineligible Retail Securityholder.

The Retail Entitlement Offer is not being extended to any Securityholder whose registered address is outside Australia or New Zealand, or who is a person in the United States or who is, or is acting for the account of a US Person.

It is the responsibility of each Applicant to ensure compliance with the laws of any country relevant to their Application. Return of a completed Acceptance Form together with the payment by cheque, bank draft or money order or payment of the Application Monies by BPAY[®] will be taken by the Issuers to constitute a representation that there has been no breach of such laws, and that the Applicant is an Eligible Retail Securityholder. The foreign selling restrictions under the Retail Entitlement Offer summarised in section 3.16 apply to the underlying benefi cial holder. Nominees, trusts and custodians must not apply on behalf of any benefi cial holder that would not itself be an Eligible Retail Securityholder. Securityholders who are nominees, trustees or custodians are therefore advised to seek independent advice as to how they should proceed. Securityholders who hold Securities on behalf of persons whose registered address is not in Australia or New Zealand are responsible for ensuring that accepting the Retail Entitlement Offer does not breach securities laws in the relevant overseas jurisdictions.

The Issuers reserve the right in their absolute discretion to reject any Application which they believe comes from a person who is not an Eligible Retail Securityholder.

2.7 Exchangeable Securities Placement

GIC RE has agreed to invest $250 million into The GPT Group through Exchangeable Securities which offer discretionary distributions of 10% per annum. The Exchangeable Securities are exchangeable into Securities at GIC RE’s option at an initial exchange price of $1.25 per Security, representing a premium of 13.6% to the prevailing GPT Security price before the Entitlement Offer of $1.10. Following the Entitlement Offer, the Exchange price of the Exchangeable Securities will be adjusted to take into account the dilutionary effect of the Offer.

For a summary of the key terms of the Exchangeable Securities, see section 9.5

The GPT Group Entitlement Offer 11

Actions required by Eligible Retail Securityholders SEC ~~TIO~~ N 3

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3.1 Choices available

Before taking any action in relation to the Retail Entitlement Offer, Eligible Retail Securityholders should read this Prospectus in its entirety including section 6 (Risk factors) and section 8 (Taxation implications). If you do not understand any part of this Prospectus, or you are in any doubt as to how to respond to the Retail Entitlement Offer, you should consult your stockbroker, accountant or other professional adviser.

Eligible Retail Securityholders may either:

• Accept the Retail Entitlement Offer in full;

• Partially accept the Retail Entitlement Offer; or

• Take no action and therefore not accept the Retail Entitlement Offer.

The percentage holding of Eligible Retail Securityholders who do not accept, or who partially accept the Retail Entitlement Offer, will be reduced as a result of the Entitlement Offer.

3.2 Accept the Retail Entitlement Offer in full or partially accept the Retail Entitlement Offer

If you wish to accept the Retail Entitlement Offer in full or partially accept the Retail Entitlement Offer, you should:

• Complete the personalised Acceptance Form that accompanies this Prospectus in accordance with the instructions set out on the Acceptance Form, indicating the number of New Securities you wish to apply for; and

• Include payment for the Application Monies (being the Entitlement Offer Price of $[0.60] per New Security multiplied by the number of New Securities you are applying for—you will need to calculate this number yourself) to the Acceptance Form; and

• Return the Acceptance Form and Application Monies to the Registry at one of the following addresses: Postal address: GPT Security Registrar GPO Box 3560 Sydney NSW 2001

Delivery address:

Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000

Completed Acceptance Forms and Application Monies will not be accepted at The GPT Group’s registered offi ce.

Alternatively, if you wish to pay by BPAY[®] you should make your payment by BPAY[®] for the number of New Securities you wish to take up (being the Entitlement Offer Price $[0.60] per New Security multiplied by the number of New Securities you are applying for). If you choose to pay by BPAY[®] you are not required to submit the Acceptance Form.

If you wish to be included in the Initial Allotment of New Securities at the same time as under the Institutional Entitlement Offer which is expected to be [11 November 2008], you must deliver your Acceptance Form and payment to the Registry (by cheque, money order or bank draft) or make payment of the Application Monies via BPAY[®] no later than 5:00 pm (Sydney time) on the [4 November 2008] (Initial Closing Date). If your Application Monies are not received in cleared funds in time for your allocation, your Application will be treated as an Application at the Closing Date.

Alternatively, if you wish to participate under the Retail Entitlement Offer and have your New Securities allotted on [28 November] 2008, you must send or deliver your Acceptance Form and payment to the Registry (by cheque, money order or bank draft) or make payment of the Application Monies via BPAY[®] no later than 5:00 pm (Sydney time) on [17 November 2008] (Closing Date).

The Retail Entitlement Offer will lapse in respect of any New Securities you have not accepted as part of the Retail Entitlement Offer by the Closing Date.

You must check the processing cut off time for BPAY[®] transactions with your bank, credit union or building society as it may be earlier than the scheduled close of this Retail Entitlement Offer. Applicants submitting their payment through BPAY[®] must do so in suffi cient time to ensure funds are received by the close of the Retail Entitlement Offer.

Returning a completed Acceptance Form or paying the Entitlement Offer Price for New Securities by BPAY[®] will be taken to constitute a representation by the Eligible Retail Securityholder that they:

• Have received a copy of this Prospectus accompanying the Acceptance Form and read it in full;

• Declare that all details and statements in the Acceptance Form are complete and accurate;

• Acknowledge that once the Acceptance Form is returned, or a BPAY[®] payment instruction is given, the Application may not be varied or withdrawn except as required by law;

12 The GPT Group Entitlement Offer

• Agree to being issued the number of New Securities they applied or paid for; and

• Authorise The GPT Group and the Underwriters and their offi cers or agents to do anything on their behalf necessary for New Securities to be issued to them, including to act on instructions received by the Principal Registry using the contact details in the form.

3.3 Applying for more than your Entitlement

Your Entitlement under the Offer is the maximum number of New Securities you can acquire under the Offer, based on your holding at the Record Date.

3.6 CHESS

The New Securities will participate from the date of commencement of quotation in CHESS, operated by ASX Settlement and Transfer Corporation Pty Limited. They must be held in uncertifi cated form (i.e. no share certifi cate will be issued) on the CHESS sub-register under sponsorship of a sponsoring participant (usually a broker) or on the issuer-sponsored sub-register.

Arrangements can be made at any subsequent time to convert your holding from the issuer-sponsored sub-register to the CHESS subregister under sponsorship of a sponsoring participant or vice versa, by contacting your sponsoring participant.

3.7 Application Monies

3.4 If you do not wish to accept the Retail Entitlement Offer

If you do not wish to accept the Retail Entitlement Offer, you do not need to do anything and the Retail Entitlement Offer will lapse on the Closing Date.

3.5 Ineligible Securityholders

The GPT Group is of the view that it is not reasonable or practicable to extend the Retail Entitlement Offer to Ineligible Retail Securityholders, having regard to:

• The number of Ineligible Retail Securityholders;

• The number and value of the New Securities which would be offered to Ineligible Retail Securityholders if they were Eligible Retail Securityholders; and

• The cost of complying with the legal requirements, and requirements of the regulatory authorities, in the respective overseas jurisdictions.

Accordingly, the Retail Entitlement Offer is not being extended to any Securityholders whose registered address is outside Australia and New Zealand.

The GPT Group will notify all Ineligible Retail Securityholders of the Retail Entitlement Offer and advise that GPT Group is not extending the Retail Entitlement Offer to Ineligible Retail Securityholders.

All New Securities not taken up by Eligible Retail Securityholders will be allocated at the discretion of the Underwriters, in consultation with the Issuers.

The Entitlement Offer Price is $[0.60] for each New Security.

Acceptance Forms must be accompanied by a cheque, bank draft or money order for the Application Monies. Cheques, bank drafts or money orders must be drawn on an Australian fi nancial institution in Australian currency only, made payable to “GPT Application Account” and crossed “Not Negotiable”. Cash will not be accepted.

Receipts for payment will not be issued.

You must ensure that suffi cient funds are held in relevant account(s) to cover the Application Monies. If the amount of your cheque, bank draft, money order or BPAY[®] payment for Application Monies is insuffi cient to pay in full for the number of New Securities you applied for in your Acceptance Form, you will be taken to have applied for such lower number of New Securities as your cleared Application Monies will pay for (and to have specifi ed that number of New Securities on your Acceptance Form) or your Application may be rejected and any New Securities not accepted.

If you make your payment by BPAY[®] you do not need to lodge the Acceptance Form.

The GPT Group and the Underwriters reserve the right to cancel the Retail Entitlement Offer at any time, in which case all Application Monies will be refunded without interest as soon as practicable.

3.8 No interest on Application Monies

Until New Securities are issued, the Issuers will hold the Application Monies on trust in a bank account. The account will be established and kept solely for the purpose of depositing Application Monies and retaining those funds for as long as required under the Corporations Act. Any interest accrued on Application Monies will be retained by the Issuers and will not be paid to the relevant Eligible Retail Securityholder, including if the Retail Entitlement Offer is cancelled or withdrawn.

The GPT Group Entitlement Offer 13

3.9 Allocation policy

All Eligible Retail Securityholders will be allocated New Securities applied for up to their Entitlement. All New Securities not taken up by Eligible Retail Securityholders will be allocated at the discretion of the Underwriters, in consultation with the Issuers.

Under the Institutional Entitlement Offer, New Securities not taken up by Eligible Institutional Securityholders were allocated to:

• Other Eligible Institutional Securityholders wishing to subscribe for more than their Entitlement; and

• Institutional Investors.

The Issuers and the Underwriters reserve the right to reject any Application. The Directors of the Issuers reserve the right to issue any shortfall secrities under the Offer to holders of securities, at their discretion.

3.10 Ranking of New Securities

Each New Security will be issued fully paid. From the date of issue, the New Securities will rank equally with the Existing Securities.

3.11 ASX quotation and trading of New Securities

The Issuers will apply to ASX within seven days of the date of this Prospectus for quotation of the New Securities.

Subject to approval being granted by ASX, it is expected that normal trading will commence in relation to New Securities issued under the Initial Allotment date on [11 November 2008]. In addition, it is expected that normal trading will commence in relation to New Securities issued under the Final Allotment date on [28 November 2008].

The Issuers disclaim all liability (to the maximum extent permitted by law) to persons who trade New Securities before receiving their holding statements, whether on the basis of confi rmation of the allocation provided by the Issuers, the Registry or the Underwriters.

3.12 Top-Up Securities and rights of The GPT Group and the Underwriters

The Institutional Entitlement Offer occurred prior to the (Record Date). The Issuers, in consultation with the Underwriters and the Registry, required Eligible Institutional Securityholders to estimate their entitlements under the Entitlement Offer. As a result of the reconciliation between information provided by the Issuers, the Registry and Eligible Institutional Securityholders’ registered holding on the Record Date, it is possible that the Issuers may need to issue a small quantity of additional New Securities (Top-Up Securities) to ensure all Eligible Securityholders receive their full Entitlement under the Entitlement Offer.

The price at which any Top-Up Securities will be issued is not known but will be no lower than the Entitlement Offer Price.

If any Eligible Institutional Securityholder under the Institutional Entitlement Offer subscribes for a greater number of New Securities than it was actually entitled to based on its holding at the Record Date then, at the absolute discretion of the Issuers and the Underwriters, the relevant Securityholder may be required to transfer to the Underwriters the number of New Securities oversubscribed at the Entitlement Offer Price. If necessary, the relevant Securityholder will be required to remit existing Securities held by them or to purchase Securities on market to meet this obligation. The relevant Securityholder will bear any and all losses caused by the overstatement of their holding and any actions they are required to take with respect to this overstatement.

By accepting the Institutional Entitlement Offer, Eligible Institutional Securityholders irrevocably acknowledge and agree to do the above as required by the Issuers or the Underwriters in their absolute discretion. Such Eligible Institutional Securityholders acknowledge that there is no time limit on the ability of the Issuers or the Underwriters to require any of the actions set out above.

3.13 Taxation implications of the Offer

Taxation implications will vary depending upon the specifi c circumstances of individual Eligible Retail Securityholders. Investors should obtain their own professional advice before concluding the particular taxation treatment which will apply to them. Section 8 contains a summary of the taxation implications for Eligible Retail Securityholders.

3.14 Underwriting

The Entitlement Offer is underwritten by the Underwriters. Section [9.4] contains a summary of the Underwriting Agreement, which includes a number of termination events. If the Underwriting Agreement is terminated by the Underwriters, the Retail Entitlement Offer may not proceed, in which case Application Monies that have not resulted in the issue of New Securities will be refunded without interest.

The underwriting arrangements ensure that, unless the Underwriters are entitled to terminate the Underwriting Agreement, the Issuers will receive all of the proceeds sought to be raised under the Entitlement Offer.

3.15 Withdrawal of Offer

The Directors reserve the right to withdraw the Retail Entitlement Offer and this Prospectus at any time, in which case the Issuers will refund Application Monies in accordance with the Corporations Act and will do so without interest.

14 The GPT Group Entitlement Offer

3.16 International selling restrictions

This Prospectus is being sent to Eligible Retail Securityholders on the register as at 7.00pm (Sydney time) on the Record Date with registered addresses in Australia and New Zealand.

Neither this Prospectus nor the accompanying Acceptance Form constitute an offer or invitation in the United States (or to, or for the account or benefi t of, US Persons) or in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation. Eligible Retail Securityholders who are nominees, trustees or custodians are therefore advised to seek independent advice as to how they should proceed. Eligible Retail Securityholders who hold Securities on behalf of persons who are not resident in Australia or New Zealand are responsible for ensuring that taking up New Securities under the Retail Entitlement Offer does not breach the selling restrictions set out in this Prospectus or otherwise violate the securities laws in the relevant overseas jurisdictions. Return of a duly completed Acceptance Form (or the making of a BPAY[®] payment) will constitute a representation that there has been no breach of such laws.

The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and anyone who receives this Prospectus should seek advice on and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify the New Securities or the Offer, or otherwise permit a public offering of New Securities, in any jurisdiction outside Australia and New Zealand.

The following international selling restrictions relate to the issue of New Securities under the Retail Entitlement Offer.

3.16.1 United States

The Retail Entitlement Offer is not being made in the United States or to, or for the account or benefi t of, US Persons. Accordingly, Eligible Retail Securityholders who hold The GPT Group Securities on behalf of persons in the United States or that are US Persons may not purchase New Securities on behalf of such persons, and may not send to such persons this Prospectus, the Acceptance Form or any other material relating to the Offer.

Each purchaser of New Securities under the Retail Entitlment Offer will be deemed to have represented, warranted and agreed that:

• The New Securities have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or resold in the United States, or to, or for the account or benefi t of, a US Person, except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable United States state securities laws;

• It is not in the United States, and is not a US Person or acting for the account or benefi t of a US Person;

• It will not send this Prospectus, the Acceptance Form or any other material relating to the Offer to any person in the United States or that is a US Person; and

• If in the future it decides to sell or otherwise transfer its New Securities, it will only do so in regular way transactions on ASX in “offshore transactions” in compliance with Regulation S under the US Securities Act where neither it nor any person acting on its behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, in the United States.

3.16.2 Canada

The New Securities may not be offered or sold, directly or indirectly, in any province or territory of Canada or to or for the benefi t of any resident of any province or territory of Canada, except pursuant to an exemption from the requirement to fi le a prospectus in the province or territory in which such offer or sale is made, and only by a dealer duly registered under the applicable securities laws of that province or territory in circumstances where no exemption from the applicable registered dealer requirements is available.

3.16.3 New Zealand

In making the Retail Entitlement Offer in New Zealand, The GPT Group is relying on the Securities Act (Australian Issuers) Exemption Notice 2002 (NZ), by virtue of which this Prospectus is not required to be registered in New Zealand.

3.16.4 United Kingdom

This document is issued by The GPT Entities on a confi dential basis to qualifi ed investors (within the meaning of the Financial Services and Markets Act 2000 of the United Kingdom). This document should not be distributed, published or reproduced, in whole or in part, nor should its contents be disclosed by recipients to any other person.

This document is being distributed only to, and is directed at: (a) persons outside the United Kingdom; or (b) persons who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 or (c) persons to whom it may otherwise be lawfully communicated (together “relevant persons”).

The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons.

Any person who is not a relevant person should not act or rely on this document or any of its contents.

3.16.5 Hong Kong

Any security acquired under this document must not be sold within six months of allotment. Neither this document nor the New Securities have been authorised by the Hong Kong Securities and Futures Commission and no invitation, advertisement or other document relating to the New Securities, whether in Hong Kong or elsewhere, has been or will be issued, which is directed at, or the contents of which are likely to be accessed or read by the public in Hong Kong within the meaning of the Securities and Futures Ordinance (Cap 571).

This document is not, and will not be registered as a prospectus in Hong Kong under the Companies Ordinance (Cap 32) (CO). The offer contained in this document is not an offer to the public. New Securities may not be offered or sold directly or indirectly in Hong Kong by means of this document or by any other offering material or document other than to persons who are “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made there under, or except in circumstances which do not result in this document being a “prospectus” as defi ned in the CO or which do not constitute an offer to the public in breach of the CO.

Neither this document nor any part of it is, and under no circumstances is it to be construed as an advertisement of securities in Hong Kong.

The GPT Group Entitlement Offer 15

3.16.6 Singapore

This document and any other materials in connection with the Retail Entitlement Offer relating to Singapore have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of New Securities may not be circulated or distributed, nor may New Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than as described below and/or otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”). This document has been given to you on the basis that you fall within one of the categories of investors described below. In the event that you are not an investor falling within one the categories set out below, please return this document to The GPT Entities immediately. Please do not forward or circulate this document to any other person.

• i. Offer to holders of Existing Securities This Retail Entitlement Offer is made to holders of Existing Securities under the exemptions in Sections 273(1)(cd) and 282X(3)(e)(i), collectively, of the SFA.

• ii. Offer to Institutional and other relevant Securityholders A separate Institutional Entitlement Offer is being made to institutional investors under Section 274 (in relation to the shares component of the New Securities) and Section 282Y (in relation to the units component of the New Securities) of the SFA; and to relevant persons pursuant to Section 275 (in relation to the share component of the New Securities) and Section 282Z (in relation to the trust component of the New Securities) of the SFA, in accordance with the conditions specifi ed therein. It should be noted that there are on-sale restrictions (set out in, among others, Sections 276 and 282ZA of the SFA) applicable to all investors who acquire securities pursuant to these exemptions. All such investors are advised to acquaint themselves with such provisions and comply with them accordingly. The Retail Entitlement Offer is not made to you with a view to the New Securities (or any of them) being subsequently offered for sale to any other party. In the event of any doubt as to your legal rights and obligations, please obtain appropriate professional advice.

3.16.7 Other Member States of the European Economic Area

In relation to the other Member States of the European Economic Area who have implemented the Prospectus Directive (Excluding Italy) and who have not been referred to specifi cally above (Relevant Member State), an offer to the public of any New Securities contemplated by this Prospectus may not be made in that Relevant Member State other than offers:

• i. To legal entities which are authorised or regulated to operate in the fi nancial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

• ii. To any legal entity which has two or more of (1) an average of at least 250 employees during the last fi nancial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, all as shown in its last (or, in Sweden, its last two) annual or consolidated accounts (and, in Norway, who is registered with the Oslo Stock Exchange as a professional investor); or

• iii. In any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive,

provided that no such offer of New Securities shall result in a requirement for the publication by the issuer (or any underwriter of the offer) of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any New Securities in any Relevant Member State means the communication in any form and by any means of suffi cient information on the terms of the offer and the New Securities to be offered so as to enable an investor to decide to purchase the New Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression ”Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

3.17 Further information

Any questions relating to the Securities upon which your Entitlement under the Retail Entitlement Offer has been calculated and the processing of your Application under the Retail Entitlement Offer can be directed to The GPT 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 during the Offer Period.

16 The GPT Group Entitlement Offer

The GPT Group

SEC ~~TIO~~ N 4

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4.1 Group overview

Listed in 1971, The GPT Group is one of Australia’s longest standing and largest listed property groups, with an investor base of approximately 50,000 Securityholders and assets of $13.9 billion as at 30 June 2008. The GPT Group’s business is focused on the ownership, management and development of high quality Australian real estate.

Core operations

The GPT Group’s core operations include:

• Property ownership, through The GPT Group’s large, high quality investment portfolio of Australian retail, offi ce and industrial real estate;

• Property funds management, focused on two core wholesale funds in Australia and a number of individual capital partners; and

• Property development of quality Australian assets, both on The GPT Group’s balance sheet and on behalf of The GPT Group’s Australian wholesale funds and individual capital partners.

Non-core assets and operations

The GPT Group has identifi ed a number of investments as non-core to the future strategic focus of The GPT Group. These include:

• Hotel/tourism portfolio (book value of $810 million as at 30 June 2008);

• US Seniors Housing (look through portfolio book value of over $750 million as at 30 June 2008);

• Homemaker portfolio (book value of $399 million as at 30 June 2008);

• Floreat Forum (book value of $127 million as at 30 June 2008); and

• European funds management warehoused assets (book value of $341 million as at 30 June 2008).

The GPT Group is currently pursuing sales of these non-core assets. However, in the current market environment, if The GPT Group was to sell these assets it may be at a discount to book value as at 30 June 2008. Additionally, it may not be possible to sell these non-core assets at a price acceptable to The GPT Group.

With respect to the Babcock & Brown Joint Venture, both The GPT Group and Babcock & Brown are pursuing asset sales as market conditions allow and where it is prudent to do so. Based upon current market conditions, The GPT Group expects the Babcock & Brown Joint Venture will begin a formal three year asset realisation period from December 2009, due to the triggering of a performance related termination provision.

The contribution of the core and non-core operations is set out below:

TOTAL INVESTMENTS[1,2]

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INDUSTRIAL FUNDS
6% MANAGEMENT
4%
US SENIORS
HOUSING JOINT
2% VENTURE
15%
HOTEL/
TOURISM
6%
RETAIL
OFFICE 41%
26%
----- End of picture text -----

TOTAL INCOME[3]

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----- Start of picture text -----

OTHER
JOINT
6%
VENTURE
17%
CORE
DOMESTIC
77%
----- End of picture text -----

Notes:

• 1 By asset book value as at 30 June 2008. Current economic conditions may have a materially adverse effect on property valuations.

• 2 US Seniors Housing, and Joint Venture equals contributed equity. Offi ce and Retail include The GPT Group’s equity interest in GWOF and GWSCF. Retail includes Floreat Forum and the Homemaker portfolio which have been

• 3 Based on realised operating income for the 6 months to 30 June 2008. Core domestic comprised of Australian Retail, Offi ce, Industrial and Funds Management income. Retail includes Floreat Forum and the Homemaker portfolio which have been identifi ed for sale.

The GPT Group Entitlement Offer 17

4.2 Capital management

At 30 June 2008, The GPT Group’s headline gearing was at 37.3% (The GPT Group policy range is 30–40%) and look through gearing was at 46.7%.

The GPT Group is currently implementing the following initiatives in order to reduce gearing and is targeting look through gearing, over the medium term, of below 40%:

• Capital raising – completion of the raising will reduce headline gearing to 29% and look through gearing to 42% based on the Pro Forma Balance Sheet as at 30 June 2008.

• Asset sales – as outlined above, The GPT Group is actively marketing assets for sale with a book value of $1.7 billion. There is no certainty that book value will be realised as a result of this process.

There is no recourse to The GPT Group for any debt within any of The GPT Group’s funds, and the US Senior Housing Joint Venture with Benchmark Assisted Living. Additionally, The GPT Group has no debt with market capitalisation related covenants.

The borrowings of the Babcock & Brown Joint Venture entities are non-recourse to The GPT Group. However, The GPT Group has (together with Babcock & Brown) provided a limited guarantee with respect of the obligations of Marelda Retail Holdings LLC (Marelda)

under a loan agreement with Countrywide Commercial Real Estate Finance Inc.

As at 30 June 2008, the amount outstanding against the loan was US$313 million and the book value of the assets held by Marelda was US$421 million.

In The GPT Group's view, it is unlikely that the guarantee would be called upon and, in the event that it is, the amount payable under the guarantee would not be material.

From 2009, the Directors intend that distributions on ordinary units will comprise 90% to 100% of underlying realised earnings before any development profi ts realised in the period and any income received from the Babcock & Brown Joint Venture, after any distribution paid on the Exchangeable Securities, subject to the ongoing requirement of the Trust to distribute its taxable income.

Distributions from Babcock & Brown Joint Venture earnings will be considered based on The GPT Group’s capital needs.

Retained income will be used to fund working capital or reduce debt, further strengthening The GPT Group’s fi nancial position.

The DRP is to be suspended immediately and is not expected to be utilised for the fi nancial year ending 31 December 2009.

4.3 Portfolio summary – ownership and funds management as at 30 June 2008

OWNERSHIP FUNDS MANAGEMENT Core Portfolio Non-Core Assets	OWNERSHIP FUNDS MANAGEMENT Core Portfolio Non-Core Assets	OWNERSHIP FUNDS MANAGEMENT Core Portfolio Non-Core Assets	OWNERSHIP FUNDS MANAGEMENT Core Portfolio Non-Core Assets
	Core Portfolio	Non-Core Assets
Retail3 Off ce4 Industrial5 Hotel/ Tourism6 Seniors Housing7 Joint Venture8 Funds Management Australia9 Funds Management Europe10
Asset value ($bn)1,2 5.4 3.3 0.8 0.8 0.8 6.5 – –
No. of assets 27 20 27 12 34 – – –
Occupancy 99% 99% 100% 83%/58% 89% – – –
Weighted average lease expiry (years) – 5.6 7.3 – – – – –
Assets under management ($bn)1,2 – – – – – – $5.4 $3.4
No. of funds – – – – – – 2 7

Notes:

• 1 Current economic conditions may have a materially adverse effect on property valuations.

• 2 See section 5.2 for foreign exchange rate assumptions.

• 3 Retail consists of 10 stabilised assets (includes Floreat Forum which has been identifi ed for sale), one development (Newcastle), seven Homemaker (currently marketed for sale) and nine assets held via GWSCF which is 39.8% owned by The GPT Group.

• 4 Offi ce consists of six core, 12 assets held via GWOF which is 38.2% owned by The GPT Group and two assets under development (workplace[6] , which has been sold to GWOF, and One One One Eagle Street which is one third owned each by The GPT Group, GWOF and a third party). Occupancy represents committed space. Weighted average lease expiry by area.

• 5 Industrial includes 24 assets and 3 development sites. Weighted average lease expiry by income.

• 6 Four Points occupancy - 83%, Resort portfolio - 58% as at 30 June 2008.

• 7 Comprises The GPT Group’s 95% interest in a portfolio of 34 assets and a 20% interest in the manager of the portfolio, Benchmark Assisted Living.

• 8 Represents 100% of real estate book value as at 30 June 2008. The GPT Group has a 50% equity interest in the Fund. Assets are located - 73% Europe, 24% US, 2% Australia, 1% other.

• 9 AUM as at 30 June 2008 comprises GWOF ($3.2 billion) and GWSCF ($2.2 billion).

• 10 AUM as at 30 June 2008 includes HBI, GO, EB8, BIP, GRP, DAF and domicilium.

18 The GPT Group Entitlement Offer

4.4 Ownership – core portfolios[1]

The GPT Group’s core business comprises the ownership, management and development of high quality Australian retail, offi ce and industrial property. These portfolios have been acquired and developed over more than 35 years and make up 73% of The GPT Group’s investments by book value as at 30 June 2008. A brief summation of The GPT Group’s core business, as at 30 June 2008 is shown in the table below:

	% of investments3	Cap rate4	Occupancy4	WALE4 Comparable income growth5
Retail2	41%	5.9%	99%	– 6.2%
Off ce	26%	6.1%	99%	5.6 yrs 7.4%
Industrial	6%	7.5%	100%	7.3 yrs 5.3%
TOTAL/AVERAGE	73%	6.1%	99%	– 6.5%

Notes:

• 1 Current economic conditions may have a materially adverse effect on property valuations.

• 2 Includes Floreat Forum and the Homemaker portfolio which have been identifi ed for sale.

• 3 Includes equity investments in GWOF/GWSCF.

• 4 Includes The GPT Group and GWOF/GWSCF owned assets.

• 5 The GPT Group’s owned assets only.

4.4.1 Retail

The GPT Group’s book value of retail investment totalled $5.4 billion as at 30 June 2008 through assets held on the Group’s balance sheet ($4.6 billion) and a 39.8% investment in the $2.2 billion GPT Wholesale Shopping Centre Fund (GWSCF). Comprised of interests in 18 quality Australian shopping centres and eight Homemaker City Centres, The GPT Group managed portfolio provides diversity, scale and a range of development opportunities to both The GPT Group and GWSCF investors.

The retail portfolio continued its strong performance for the period to 30 June 2008, with comparable income growth of 6.2% across The GPT Group owned assets and solid sales performance.

A recent highlight for the portfolio was the opening of the Rouse Hill Town Centre in March 2008. The asset is trading well and in line with its development return targets and has already received a number of awards, including the Lloyd Rees Award for Urban Design and the Banksia Awards’ People’s Choice Award.

KEY OPERATING METRICS – 12 MONTHS TO 30 JUNE 2008

Comparable total centre sales growth1	5.1%
Comparable specialty sales growth1	4.4%
Specialty sales psm1	$8,706
Specialty occupancy costs1	16.3%
Occupancy2	99.3%
Reviews/renewals 20082	21%

Note:

• 1 Includes The GPT Group and GWSCF owned assets.

• 2 The GPT Group owned assets only.

THE GPT GROUP’S MANAGED PORTFOLIO[1]

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NEIGHBOURHOOD HOMEMAKER
5% 6%
SUB REGIONAL
9%
REGIONAL
80%
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Note:

• 1 Includes The GPT Group and GWSCF owned assets.

The GPT Group Entitlement Offer 19

The GPT Group’s book value of offi ce investment totalled $3.3 billion as at 30 June 2008 through assets held on The GPT Group’s balance sheet ($2.1 billion) and a 38.2% investment in the $3.2 billion GPT Wholesale Offi ce Fund (GWOF).

The GPT Group owned offi ce portfolio performed well in the six months to 30 June 2008, increasing income on the prior corresponding period by 7.4% (on a comparable basis).

Across The GPT Group managed portfolio, the average lease term is 5.6 years (by area). The offi ce portfolio is experiencing record occupancy levels, with limited short-term expiry, providing longterm secure income growth through leasing, fi xed rental increases and market rent reviews.

Increases in property valuations on The GPT Group owned properties were achieved during the six months to 30 June 2008, with revaluations of $127.6 million (a 4.1% increase) across The GPT Group owned offi ce assets and The GPT Group’s equity in GWOF.

The Financial Information in section 5 does not include forecast investment property valuations as the Directors do not believe there is any reasonable basis for such an assessment. Current economic conditions may have a materially adverse effect on The GPT Group’s owned offi ce portfolio since 30 June 2008.

Across the managed offi ce portfolio, 60,685 sqm was leased in the six months to 30 June 2008 and terms agreed over a further 7,360 sqm, resulting in occupancy of 97.4% and commitments of 99% of the offi ce portfolio, well above average market occupancy of 94.9%. This leasing was undertaken across a range of assets, including:

• 818 Bourke Street, Melbourne, a recently completed development which is now 100% committed;

• workplace6 (sold to GWOF on completion), which saw 16,930 sqm of offi ce space leased to Google and Accenture; and

• MLC Centre, where multiple leases were executed, resulting in 99.5% of space being committed.

LONG WEIGHTED AVERAGE LEASE EXPIRY[2]

GEOGRAPHIC DIVERSIFICATION[1]

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CANBERRA CHATSWOOD
1%
BRISBANE 3%
12%
MELBOURNE
25%
SYDNEY
59%
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ASSET QUALITY[1]

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B GRADE
2%
A GRADE
38%
PREMIUM
60%
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----- Start of picture text -----

% of Area
60% 55%
50%
40%
30%
20%
13%
10% 10%
9%
10%
1% 2%
0%
Vacant 2008 2009 2010 2011 2012 Beyond
----- End of picture text -----

Notes:

• 1 The GPT Group managed assets, including The GPT Group and GWOF owned assets (by value).

• 2 The GPT Group managed assets, including The GPT Group and GWOF owned assets (by area).

20 The GPT Group Entitlement Offer

4.4.3 Industrial

The GPT Group’s book value of the industrial/business park portfolio grew to $829 million as at 30 June 2008 and income increased by 5.3% on the previous corresponding period (on a comparable basis).

During the six months to 30 June 2008, close to 30,000 sqm of space was leased or renewed, contributing to occupancy of 100% (by income) of the industrial/business park portfolio’s investment assets and a long average lease term of 7.3 years.

LONG WEIGHTED AVERAGE LEASE EXPIRY[1]

GEOGRAPHIC DIVERSIFICATION[1]

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----- Start of picture text -----

QLD ACT SA
4% 1% 1%
VIC
30%
NSW
64%
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----- Start of picture text -----

% of Income
80%
71%
70%
60%
50%
40%
30%
20%
10% 9%
6%
10% 4%
0% 0%
0%
Vacant 2008 2009 2010 2011 2012 Beyond
----- End of picture text -----

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Note:
1 By income.
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The GPT Group Entitlement Offer 21

4.5 Funds management

The GPT Group’s funds management platform includes funds in Australia through GWOF and GWSCF, and in Europe through GPT Halverton and an interest in Hamburg Trust. The GPT Group launched its fi rst fund (GWOF) in July 2006 and as at 30 June 2008, The GPT Group’s global assets under management had grown to over $8.8 billion.

4.5.1 Australian funds management

GWOF had $3.2 billion of assets under management as at 30 June 2008 with interests in 14 assets. GWOF had gearing of 12% and has an active distribution reinvestment plan. GWSCF consists of interests in nine retail assets with a value of $2.2 billion as at 30 June 2008. With gearing of 7% as at 30 June 2008, GWSCF has capacity for further investment, including the ability to fund the development potential identifi ed across its existing assets and capital partners.

4.5.2 European funds management

The GPT Group’s European Funds Management platform was established in July 2007, with the acquisition of GPT Halverton and an 80% interest in Hamburg Trust. As at 30 June 2008, The GPT Group’s European assets under management had a book value of $3.4 billion.

The GPT Group’s priorities at present are exiting the warehoused assets held by the two European platforms, and stabilising the business (both fi nancially and operationally) in light of the current diffi cult market environment for funds management businesses.

4.6 Development

Development of high quality Australian retail, offi ce and industrial real estate for The GPT Group’s own balance sheet and its wholesale funds is a key part of The GPT Group’s domestic operating platform. In the six months to 30 June 2008, The GPT Group continued to progress a signifi cant development program through a number of projects underway and planned through The GPT Group’s owned assets, and those managed on behalf of its Australian wholesale funds.

Current and potential projects owned by The GPT Group have an estimated cost of approximately $2.5 billion, with an additional $0.9 billion of retail and offi ce development exposure through The GPT Group’s wholesale funds (GWOF and GWSCF). As at 30 June 2008, The GPT Group has commenced the following developments:

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Development
Asset Sector Size cost Completion Ownership
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		Additional
Charlestown Square, NSW	Retail	40,000 sqm	$450m	2010	The GPT Group
One One One Eagle St,					The GPT Group, GWOF,
Brisbane, Qld	Off ce	63,000 sqm	$630m1	2011	Capital Partner (1/3 each)
workplace6, Sydney, NSW	Off ce	18,000 sqm	$140m2	November 2008	GWOF on completion
connect@erskinepark	Industrial	14,000 sqm	$37m3	April 2009	The GPT Group

Notes:

1 100% of cost. The GPT Group is funding one third of the development, having sold a third each to GWOF and an existing capital partner for $53.3 million, realising a profi t of $29.1 million.

2 Sold to GWOF for $188.7 million.

3 Comprises Goodman Fielder production and storage facility development cost. Total site area is approximately 375,000sqm.

22 The GPT Group Entitlement Offer

4.7 Ownership – non-core portfolios

4.7.1 Hotel/tourism

The GPT Group’s Hotel/tourism portfolio had a book value of over $800 million as at 30 June 2008. The hotel/tourism portfolio includes Ayers Rock Resort, the Four Points by Sheraton Hotel in Sydney and a collection of Voyages Lodges resorts across Australia.

While the Four Points by Sheraton Hotel performed well in the six months to 30 June 2008, increasing average room rate and revenue on the prior corresponding period, the Resort Portfolio has been negatively impacted by the challenges facing the Australian tourism industry.

4.7.2 US Seniors Housing

The GPT Group’s interest in the US Seniors Housing portfolio includes a book value of more than $750 million comprised of a 95% interest in a portfolio of 34 assets located across the New England region of the United States, and a 20% interest in the manager of the portfolio, Benchmark Assisted Living (BAL).

At 30 June 2008, the US Seniors Housing portfolio had an average occupancy for the year of 88.5% and a 6.2% increase in average monthly rent to US$5,100 per month.

4.7.3 Babcock & Brown Joint Venture

4.8 Post 30 June 2008 announcements

4.8.1 Half year results announced

On 27 August 2008, The GPT Group announced realised operating income for the six months to 30 June 2008 of $234 million, and re-affi rmed full year 2008 guidance of $464 million. See section 5 for revised guidance.

4.8.2 Change in rating applied by ratings agency

On 27 August 2008, Moodys advised that it had lowered The GPT Group’s credit rating to Baa2 with a negative outlook, making it consistant with Standard & Poor's credit rating for The GPT Group of BBB with a negative outlook.

4.8.3 Hotel/tourism portfolio marketed for sale

On 18 July 2008, The GPT Group confi rmed that Jones Lang LaSalle had been appointed to market its hotel/tourism portfolio.

4.8.4 Market update and earnings guidance

On 7 July 2008, The GPT Group announced that due to the continued deterioration in global markets, The GPT Group had comprehensively reviewed the six month outlook for its business. 2008 expected realised operating income was revised down to $464 million, with 2008 EPS and DPS guidance revised to 21.2 cents and 20 cents respectively.

The Babcock & Brown Joint Venture owned a portfolio with a book value of $6.5 billion as at 30 June 2008, primarily within the German residential, European multi let industrial, European retail, US retail and US multifamily sectors.

The GPT Group’s investment in the Babcock & Brown Joint Venture as at 30 June 2008 was $1.9 billion, including $1.6 billion of preferred equity.

The Babcock & Brown Joint Venture had bank loans totalling $4.7 billion as at 30 June 2008. The loan to value ratio (LVR) of the Babcock & Brown Joint Venture was 71.1%. A number of the Babcock & Brown Joint Venture’s bank loans have LVR and other fi nancial covenants. If any of these covenants were to be breached and not remedied, the lenders could require the assets to be sold and the loans repaid, potentially resulting in a loss of value for the Babcock & Brown Joint Venture.

The GPT Group and Babcock & Brown have agreed that $163 million of The GPT Group’s preferred equity will be redeemed in each of the next fi ve years, commencing January 2009. These redemptions are to be funded from the proceeds of asset sales, which are being pursued by the Babcock & Brown Joint Venture as market conditions allow and where it is prudent to do so. The value of proceeds received from asset sales may not be suffi cient to redeem the preferred capital, either in full or in part, by January 2009 and thereafter.

As a result of the triggering of a performance related termination provision, The GPT Group expects the Babcock & Brown Joint Venture to commence a formal three year asset realisation period from December 2009.

The GPT Group Entitlement Offer 23

Financial information

SEC ~~TIO~~ N 5

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5.1 Introduction

The Financial Information has been prepared on a basis which assumes the Offer was completed on 5 November 2008 and has been prepared in accordance with the accounting policies set out in the fi nancial report contained in The GPT Group 2007 Annual Report. The Financial Information is presented in an abbreviated form and does not contain all the disclosures that are usually provided in an annual report prepared in accordance with the Corporations Act.

Financial Information consists of:

• The GPT Group’s forecast consolidated income statement for the year ending 31 December 2008, comprising the actual results for the six months ended 30 June 2008 and forecast results for the six months ending 31 December 2008 as set out in section 5.2.1;

• The GPT Group’s forecast fi nancial information for the 12 months to 31 December 2009 (excluding the Babcock & Brown Joint Venture) as set out in section 5.2.1; and

• The Pro Forma Balance Sheet of The GPT Group consisting of the consolidated balance sheet as at 30 June 2008 adjusted for the pro forma transactions relating to this Prospectus as if those transactions had occurred at that date as set out in section 5.3.

Securityholders should refer to the Financial Reports for the half year ended 30 June 2008 and the year ended 31 December 2007 and related announcements on ASX’s website www.asx.com.au should they wish to obtain more detailed fi nancial disclosures and commentary on historical fi nancial information.

5.2 Forecast Financial Information

5.2.1 Forecast consolidated income statement

In relation to the forecast fi nancial information for the year ending 31 December 2009, the Directors of The GPT Group are not in a position to provide forecast fi nancial information for the Babcock & Brown Joint Venture primarily because the Joint Venture Committee has not as yet approved a budget for the year ending 31 December 2009, and also in light of uncertain economic and fi nancial conditions in the markets in which the Babcock & Brown Joint Venture operates.

Notwithstanding this limitation, the Directors believe that there are reasonable grounds and it is meaningful to provide investors with forecast fi nancial information in respect of the balance of The GPT Group for the year ending 31 December 2009.

The forecasts do not include future valuations of investment properties beyond 30 June 2008 or future movements in the value of derivatives beyond 30 September 2008 as the Directors do not believe that there is any reasonable basis to make forecasts in relation to future capitalisation rates, property yields or general market conditions, all of which are outside their control. Fair value adjustments in FY08 are those for the six months to 30 June 2008. Current economic conditions may have a materially adverse effect on the property valuations since 30 June 2008.

Details of The GPT Group’s results for the half year ended 30 June 2008 are available from the website www.asx.com.au. These results should be considered in the light of current guidance for the full year ending 31 December 2008 issued by The GPT Group on 7 July 2008, of operating income for the year ending 31 December 2008 of $464 million. Full copies of that announcement can also be found on the ASX website. Statutory profi t for the year ending 31 December 2008 is expected to include fair value adjustments in relation to investment properties, equity accounted investments and foreign exchange and interest rate derivatives, the fi nal impact of which cannot yet be ascertained.

The Financial Information should be read together with the notes and assumptions (section 5.2.2) and the key notes to the Pro Forma Balance Sheet (section 5.3), the risk factors set out in section 6 and other information in this Prospectus.

24 The GPT Group Entitlement Offer

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Year ending Year ending
31 Dec 2008 31 Dec 2009
$ million (f) $ million
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Retail, off ce, industrial and funds management Australia1	536	543
Hotel/tourism	57	60
Seniors Housing and funds management Europe	(12)	(3)
Development	28	–
Financing costs	(248)	(220)
Corporate2	(16)	(33)
Realised operating income for the f nancial year
(excluding the Babcock & Brown Joint Venture)	345	347
Babcock & Brown Joint Venture	123	Not quantif ed3
Realised operating income for the f nancial year
(including Babcock & Brown Joint Venture)	468
Adjusted to arrive at net prof t after tax for the f nancial year
Fair value adjustments	(139)	Not quantif ed4
Net gains/(losses) on derivatives	62	Not quantif ed4
Net loss on derivatives based on September 2008 mark-to-market valuations	(172)	Not quantif ed4
Impairment, depreciation and amortisation expense	(224)	(14)
Other	9	(10)
Net prof t after tax for the f nancial year (refer to footnote 4)	4
Exchangeable Securities distributions5	2	25
Distributions to Securityholders – cents	17.76	7.2
Interest coverage ratio (x)	2.5x	Not quantif ed3

1 Includes GWOF and GWSCF co-investment stakes of 38.2% and 39.8%, respectively.

2 For the year ended 31 December 2008, Corporate includes realised gains on property derivatives and reversal of Long Term Incentive accruals both of which are excluded in the year ended 31 December 2009 forecast.

3 For the year ending 31 December 2009, the Directors are not in a position to provide reliable forecasts pertaining to the Babcock & Brown Joint Venture. Please refer to section 5.2.2.8 for more information.

4 The forecasts do not include future valuations of investment properties or future movements in the value of derivatives as the Directors do not believe there is any reasonable basis to make forecasts in relation to future capitalisation rates, property yields or general market conditions, all of which are outside their control. Valuation movement in FY08 are in the six months to 30 June 2008, together with the impact of market movements to 30 September 2008 on derivatives.

5 Distributions on the Exchangeable Securities are calculated at 10% per annum.

6

5.2.2 Notes and assumptions

The forecast information stated above is based on the following notes and best estimate assumptions in relation to future events and actions. These forecasts are sensitive to movements in a number of key variables, details of which are included in the notes and assumptions set out in this section.

The GPT Group operates in a highly competitive market, where profi tability can be signifi cantly impacted by a range of factors. The forecasts have been prepared using all relevant available information (as discussed in section 5.1 and 5.2.1) and best estimate assumptions regarding the future fi nancial performance of The GPT Group. Whilst the Directors consider the information and assumptions used in preparing the forecasts to be appropriate

and reasonably based at the time of preparation, future matters are, by their nature, subject to signifi cant uncertainties, many of which are outside the control of Directors or may not be capable of being foreseen or accurately predicted. As a result no assurance can be given that the forecasts or proposed distributions will be achieved. Investors are advised to review the information, assumptions and forecasts and make their own independent assessment of the future performance and prospects of The GPT Group.

This section should be read in conjunction with the sensitivity analysis set out in section 5.4 and risks set out in section 6 of this Prospectus. Key general and business assumptions used in determining the forecasts for The GPT Group are set out on the following page.

The GPT Group Entitlement Offer 25

5.2.2.1 General

1. The Financial Information has been prepared in accordance with the recognition and measurement principles and other authoritative pronouncements of the Australian Accounting Standards Board. The detailed accounting policies applied by The GPT Group can be found in the 2007 Annual Report. It is assumed that these will not change during the Forecast Period.

2. Effective date – The Financial Information has been prepared on the assumption that the proceeds of the Offer are received on 5 November 2008, and progressively applied against outstanding interest bearing liabilities (see section 5.2.2.10).

3. No signifi cant industrial, contractual, competitive or political disturbances or other matters beyond the control of The GPT Group, affect the continuity of its operations.

4. It is assumed there is no material impairment to the carrying value of any existing The GPT Group asset in the forecast period (1 July 2008 to 31 December 2009). Current economic conditions may have an adverse effect on property valuations.

5. No material legal claims or liabilities arise that would affect the Financial Information. Refer to risks set out in section 6.

6. No signifi cant changes occur in the competitive landscape of the Australian property industry or material deterioration in property market conditions.

7. No signifi cant changes occur in legislation, regulatory requirements or government policy or to the political or economic environment in Australia that would impact The GPT Group’s Financial Information.

8. From 2009, it is intended that distributions on ordinary securities will comprise 90% to 100% of underlying realised income other than any development profi ts realised in the period and any income received from the Babcock & Brown Joint Venture, and after any distribution paid on the Exchangeable Securities, subject to the ongoing requirement of the Trust to distribute its taxable income.

9. Retained income will be used to fund working capital or pay down debt, further strengthening The GPT Group’s fi nancial position.

10. No change to Australian or international income tax legislation which could have a material impact on The GPT Group’s fi nancial results, cash fl ows or franking account. No changes to existing tax legislation relating to GST, land tax or other indirect taxes which would affect the Financial Information.

11. As a result of the presentation of the pro forma fi nancial information and associated analysis in the format necessary for the Offer, amounts presented may have been rounded differently to previously published fi nancial information. These differences are immaterial and do not affect the integrity of the Forecast Financial Information.

5.2.2.2 Asset sales

• Whilst the hotel/tourism, Florent Forum, Homemaker portfolio, European Funds management warehoused assets and the US Seniors Housing portfolio have been identifi ed for sale, the Financial Information assumes that these sales are not realised during the Forecast Period.

5.2.2.3 Retail, offi ce and industrial portfolios

• No investment properties are forecast to be acquired from external parties or disposed of during the Forecast Period.

revenue comprises tenants’ rent and recoverable outgoings charged to tenants less rental expenses. Forecast rental revenue is based on current and expected lease terms, and where applicable, expectations for any changes on review and renewal, taking into account expected market growth and CPI increases.

• The Financial Information allows for the major development projects at One One One Eagle St in Brisbane, workplace[6] and the Charlestown Square retail development. Allowance has also been made for regular capital expenditure incurred to maintain the assets.

5.2.2.4 Hotel/tourism

• The Financial Information assumes no hotel/tourism properties are acquired or disposed of during the Forecast Period.

• The Financial Information assumes forecast revenue is received based on assumed occupancy levels, Average Daily Rates and other qualitative assumptions in line with those experienced in recent years.

• No material capital commitments have been assumed in the Financial Information.

5.2.2.5 US Seniors Housing

• The Financial Information assumes no US Seniors properties are forecast to be acquired from external parties other than already contracted, or disposed of during the Forecast Period.

• The Financial Information assumes rental income is received in line with contractual obligations of clients. Forecast rental revenue is based on current occupancy and expected lease terms, and where applicable, expectations for any changes on review and renewal, taking into account expected market growth and CPI increases.

• No material capital commitments other than those already contracted have been assumed in the Financial Information.

5.2.2.6 Australian funds management

• In the half year ended 30 June 2008, a performance fee of $7 million was earned in relation to GWOF. Other than as noted above, the Financial Information assumes that only base management fees are received during the Forecast Period. No performance or transaction based fees have been assumed in the Financial Information, other than those that have already been earned.

• The earnings presented in the Financial Information are post tax and allocated corporate overheads.

• Other than workplace6, the Financial Information assumes no properties are acquired by or disposed of by GWOF or GWSCF during the Forecast Period.

5.2.2.7 European funds management

• The Financial Information assumes that only base management fees are received during the Forecast Period. No performance or transaction based fees have been assumed in the Financial Information.

• The earnings presented in the Financial Information are post tax and allocated corporate overheads.

• The Financial Information assumes that no new funds are established during the Forecast Period.

• The Financial Information assumes rental income is received in line with contractual obligations of clients. Forecast rental

• 26 The GPT Group Entitlement Offer

5.2.2.8 Babcock & Brown Joint Venture

• As previously noted, for the year ending 31 December 2009, the Directors are not in the position to provide reliable forecasts pertaining to the Babcock & Brown Joint Venture. As a result, the forecast fi nancial performance of the Babcock & Brown Joint Venture for the year ending 31 December 2009 is stated as ”Not quantifi ed” in the Financial Information.

• For the year ending 31 December 2008:

• The Financial Information is based on actuals for the 9 months to 30 September 2008 plus an estimate for the realised operating earnings for the fourth quarter.

• The Financial Information assumes that the return earned on the preferred equity investment is in line with the amount The GPT Group is contractually entitled to receive and has received over the life of this investment.

• The Financial Information assumes no assets sales or loan repayments.

• The Financial Information assumes no capital contributions or redemptions.

• The Financial Information assumes that there are no covenant breaches other than in respect of Galerie Butovice (previously disclosed) for the fi nancial year ending 2008.

• The Financial Information assumes there are no realised trading profi ts or losses.

5.2.2.9 Development

• Other than One One One Eagle Street and workplace6, the Financial Information assumes that no development profi t is earned in the Forecast Period.

5.2.2.10 Interest savings

• The forecast realised operating income (excluding the Babcock & Brown Joint Venture) for the year ending 31 December 2009 includes estimated interest savings in the range of approximately $28 million (net of tax and movement in exchange rates) as a result of the proceeds of the Offer being received and applied against outstanding interest bearing liabilities.

• The Exchangeable Securities are exchangeable into Securities at any time from 41 days from their issue date.

• The forecast assumes the Exchangeable Securities are not exchanged during the forecast period. Under Australian accounting standards the Exchangeable Securities are classifi ed as equity. Accordingly, the forecast net profi t is stated before any distribution is paid on the Exchangeable Securities.

5.2.2.14 Foreign exchange

• The forecast fi nancial information assumes the following exchange rates:

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AUD EUR USD
----- End of picture text -----

Balance sheet
30 June 08	1.0000	0.6086	0.9586
Spot	1.0000	0.5100	0.7000
Prof t & loss
FY08	1.0000	0.5950	0.8860
FY09	1.0000	0.5800	0.7500

5.3 Pro Forma Balance Sheet

The Pro Forma Balance Sheet has been compiled by adjusting the reviewed balance sheet for The GPT Group as at 30 June 2008 for the impact of the following events and transactions which occurred after 30 June 2008.

1. June 2008 quarter distribution and Dividend Reinvestment Plan

Distributions paid to ordinary securityholders for the June 2008 quarter.

2. Movements in cash and debt balances

Movements in cash and debt balances due to ordinary business activities.

3. Exchange rate fl uctuations

5.2.2.11 Interest expense

• Interest expense is calculated at a weighted average interest rate having consideration of The GPT Group’s cost of borrowing (inclusive of margin and fees), interest rate swaps agreements in place and allowance for expected capital commitments.

5.2.2.12 Operating expenses

• Other than accruals for the STI and LTI schemes, the nature and quantum of corporate costs are consistent period on period with those of the year ended 31 December 2007.

5.2.2.13 Exchangeable Securities

• The forecast assumes Exchangeable Securities are issued with the following terms:

  • Issue date: 28 November 2008

• Principal: $250 million

• Distribution rate: 10% p.a.

Exchange rate fl uctuations since 30 June 2008 on the retranslation of The GPT Group’s foreign currency denominated assets and liabilities.

4. Mark to market of interest rate derivatives

Mark to market of interest rate derivatives refl ecting change in valuation since 30 June 2008.

5. Offer

The Entitlement Offer represents the issue of 2.2 billion New Securities to raise approximately $[1.3] billion and the issue Exchangeable Securities to raise $250 million. Proceeds from the Offer will be used to recapitalise The GPT Group’s balance sheet by reducing existing debt facilities. The period over which debt will actually be paid down will depend on a number of factors including the contracted debt maturity profi les and discussions with lenders.

The GPT Group Entitlement Offer 27

PRO FORMA BALANCE SHEET AS AT 30 JUNE 2008[1]

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30 June 2008 30 June 2008
actual Adjustments Pro forma post Offer
----- End of picture text -----

ASSETS
Cash	426	(375)	51
Real estate related assets	13,087	621	13,708
Other assets	299	(44)	255
Intangible assets	58	–	58
Total assets	13,870	202	14,072
LIABILITIES
Current borrowings	(1,158)	–	–
Non-current borrowings	(3,999)	–	–
Total borrowings	(5,157)	1,116	(4,041)
Other liabilities	(563)	(127)	(690)
Total liabilities	(5,720)	989	(4,731)
Net assets	8,150	1,191	9,341
EQUITY
Contributed equity	5,274	1,284	6,558
Other equity2	2,876	(343)	2,533
Exchangeable Securities	–	250	250
Total equity	8,150	1,191	9,341
Net tangible assets per stapled security ($)	$3.68	–	$2.09
Balance sheet gearing (%)3	37.3%	–	28.8%
Look through gearing (%)3	46.7%	–	41.5%

Notes:

1 Current economic conditions may have an adverse effect on property valuations.

2 Other equity includes Retained profi ts, Reserves and Equity attributable to external Minority Interests.

3 The period over which debt will actually be paid down will depend on a number of factors including the contracted debt maturity profi les and discussions with lenders, accordingy the pro forma post Offer gearing level will be achieved progressively as this takes place.

Total contributed equity of The GPT Trust unitholders and GPTMHL shareholders will increase by approximately $[1.3] billion as a result

of the Entitlement Offer and partially offset by the net of the June DRP and expenses related to the Offer. Furthermore, Total Equity will increase by an additional $250 million due to the issuance of Exchangeable Securities.

28 The GPT Group Entitlement Offer

5.4 Sensitivity analysis

The tables below details the estimated sensitivity of earnings, NTA and balance sheet gearing to changes in certain assumptions. Movement in other assumptions may offset or compound any one variable beyond the extent shown.

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----- Start of picture text -----

Sensitivity table – realised operating income (excluding Babcock & Brown Joint Venture) 2009 [1,2]
----- End of picture text -----

Change in interest rates by 1.0%	+/- 0.4¢
Change in $/US$ and $/EUR by 5%	+/- 0.2¢
Investment property income falls by 10%	- 1.5¢
Issue of an additional 250 million securities at $[0.60]	- 0.1¢

Notes:

1 Measurement is impact in cents per security.

2 Analysis excludes 2008 because the changes in assumptions are not materially sensitive as the transaction date is 5 November 2008.

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Balance
sheet
Sensitivity table – NTA & gearing NTA [1] gearing [2]
----- End of picture text -----

Change in $/US$ and $/EUR by 5%	–	+/- 0.9%
Change in balance sheet asset values by 10%	+/- $0.31	+/- 2.6%
$0.5 billion of assets sales at book value	–	-2.6%
$1.0 billion of assets sales at book value	–	-5.5%
Sale of European warehoused assets at book value	–	-3.4%
Exit of US Seniors at book value	–	-1.9%
Write-off of Babcock & Brown Joint Venture ordinary equity	-$0.07	+0.7%
Write-off of Babcock & Brown Joint Venture investment	-$0.52	+5.7%
Issue of an additional 250 million securities at $[0.60]	-$0.08	-1.0%

Notes:

• 1 NTA impact in dollars per security.

• 2 Gearing impact on gearing ratio expressed as a percentage. Total Borrowings divided by Total Tangible Assets).

5.5 Accounting policies

The principle accounting policies adopted in the preparation of the Financial Forecast Information included in Section 5 of the Prospectus is based on the summary of signifi cant accounting policies (note 1) as documented in The GPT Group’s 2007 Annual Report, which can be found at www.asx.com.au.

The GPT Group Entitlement Offer 29

Risk factors SEC ~~TIO~~ N 6

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New Securities will be issued by The GPT Group. This section identifi es the key risk factors associated with an investment in New Securities.

You should consider carefully the risks described in this section, as well as other information in this Prospectus, and consult your fi nancial and other professional advisers before you decide to invest in New Securities. If any of the following risks actually occur, The GPT Group’s business, fi nancial condition and results of operations are likely to suffer. In this case, the trading price of the Securities and New Securities could decline, and you may lose all or part of your investment and/or the distributable income of The GPT Group may be lower than expected or zero.

6.1 Primary business risks

Securityholders will be exposed to risks associated with The GPT Group’s business activities. The price at which Securities and New Securities will trade on Australian Securities Exchange (ASX) may be affected by the stock market participants’ view of these risks. These risks include:

6.1.1 Debt covenants

The GPT Group has various covenants in relation to its banking facilities, including:

• i. A balance sheet gearing limit of 40%;

• ii. A look through gearing limit of 50%; and

iii. A minimum interest cover ratio of two times.

The GPT Group’s banking syndicate on its European Syndicated Facility has agreed to increase the look through gearing covenant limit from 50% to 55%. As a result of this approval, The GPT Group’s cost of debt relating to the European Syndicated Facility will increase from current levels.

Under the Trust constitution, the GPT RE must ensure that, if borrowings were to exceed 40% of total tangible assets, it would use reasonable endeavours to reduce borrowings below 40% of total tangible assets as soon as possible, and at no time will such borrowings exceed 50% of total tangible assets. GPT RE tests this covenant at regular intervals at the same time as they test the gearing covenants in the fi nancing arrangements. The next testing date is 31 December 2008.

Factors such as falls in asset values, depreciation of the Australian dollar and the inability to achieve timely asset sales at prices acceptable to The GPT Group could lead to a breach in debt covenants. In such an event, The GPT Group’s lenders may require their loans to be repaid immediately.

There are also credit rating related provisions in some debt facilities under which The GPT Group’s cost of debt would increase if The GPT Group’s credit rating fell. Some facilities also currently contain a review event upon a rating downgrade which may result in amounts becoming immediately due for payment. An agreement has been reached between The GPT Group and the relevant fi nanciers to remove these review events but documentation is yet to be completed.

Covenants prevent The GPT Group from granting priority debt to a value of greater than 10% of total tangible assets.

Other covenants relate to change of control events. In the event a change of control occurs, a review event in some facilities may be triggered and may result in debt becoming immediately due for payment.

6.1.2 Availability of funding

Real estate investment and development is highly capital intensive. The GPT Group’s ability to raise funds on favourable terms for future refi nancing, development and acquisitions depends on a number of factors including general economic conditions, political, capital and credit market conditions and the reputation, performance and fi nancial strength of The GPT Group’s business. These factors could increase the cost of funding, or reduce the availability of funding, as well as increase The GPT Group’s refi nancing risk for maturing debt facilities.

The owners of the Highpoint Shopping Centre have the right to put the balance of their 50% interest, or a part thereof (but not less than 8.33%), exercisable during a 30 day window each year commencing on 1 July. The interest would be sold to GWSCF at market price at the time (approximately $650 million at 30 June 2008, 50% interest). If the put is to be exercised, 3 months notice must be provided. If GWSCF does not acquire the interest and another person is not nominated to acquire it, The GPT Group is required to do so. This put option expires in 2016.

30 The GPT Group Entitlement Offer

If the put option is exercised in 2009, and GWSCF does not acquire the interest and another person is not nominated to acquire it, then The GPT Group would be required to do so. The Board of the Responsible Entity of GWSCF would determine whether GWSCF acquires an interest in Highpoint Shopping Centre under the put option. The Board of the Responsible Entity of GWSCF is independent from the Board of The GPT Group.

1. The GPT Group may prepay the whole or part of the loan. Break costs are payable by The GPT Group and break gains (if any) are netted off against any payment The GPT Group has to make.

Some covenants are also contained in swap agreements and breach of these may cause swap transactions to be closed out at market.

6.1.5 Babcock & Brown Joint Venture

If The GPT Group is unable to obtain funding on appropriate terms there is a risk it will not have the liquidity to fund its business plan or debt maturities as they fall due.

6.1.3 Credit rating

Several of The GPT Group’s debt facilities contain ratings driven pricing provisions. Deterioration of The GPT Group’s credit rating may affect The GPT Group’s ability to obtain new debt facilities. In addition, as outlined above, some facilities still have ratingdriven review events which may result in amounts becoming due for repayment. The GPT Group and its relevant fi nanciers have achieved an agreement in principle to remove these review events, although

6.1.4 Interest rates and foreign exchange rates

The GPT Group is subject to the risk of:

• Rising interest rates associated with borrowing on a fl oating interest rate basis. The GPT Group manages its exposure to adverse fl uctuations in fl oating interest rates by entering into interest rate hedging arrangements, including derivative fi nancial instruments; and

• Unfavourable movements between the A$ and the US$ and € denominated earnings from The GPT Group’s business activities in the United States and Europe, respectively. The GPT Group manages the impact of currency exchange rate movements on both its earnings and net assets by entering into hedging arrangements, including derivative fi nancial instruments.

To the extent that The GPT Group’s exposure to fl oating interest rates, foreign currency denominated earnings and net assets are not hedged, movements will affect The GPT Group’s operating performance or balance sheet position. The effect may be negative, depending on the nature of the actual interest rate or exchange rate movements.

Several of The GPT Group’s debt facilities contain market disruption clauses. If a market disruption event occurs for an interest period, the interest rate becomes the margin plus the rate notifi ed by the agent as the cost of funding its participation from whatever source it may reasonably select.

The GPT Group had an investment of $1.9 billion in ordinary and preferred capital as at 30 June 2008. Deterioration in economic conditions and property markets in the regions in which the Joint Venture operates could have a materially adverse impact on the income derived from, and the realisable value of, the Joint Venture’s net assets. The GPT Group expects a reduction in the value of the Babcock & Brown Joint Venture assets at the next valuation date.

The Babcock & Brown Joint Venture is managed by Babcock & Brown. The GPT Group has no direct control over the management of the Joint Venture which could result in the Babcock & Brown Joint Venture not being managed in The GPT Group’s best interest.

A number of the Joint Venture’s bank loans have gearing and other fi nancial covenants. If any of these covenants were to be breached, and not remedied, the lenders could require the assets to be sold and the loans repaid, potentially resulting in a loss of value for the Babcock & Brown Joint Venture.

The borrowings of the Babcock & Brown Joint Venture entities are non-recourse to The GPT Group. However, The GPT Group has (together with Babcock & Brown) provided a limited guarantee with respect of the obligations of Marelda Retail Holdings LLC (Marelda) under a loan agreement with Countrywide Commercial Real Estate Finance Inc.

As at 30 June 2008, the amount outstanding against the loan was US$313 million and the book value of the assets held by Marelda was US$421 million.

In The GPT Group’s view, it is unlikely that the guarantee would be called upon and, in the event that it is, the amount payable under the guarantee would not be material.

The GPT Group and Babcock & Brown have agreed that part of The GPT Group’s preferred equity will be redeemed in each of the next fi ve years, commencing January 2009. These redemptions are to be funded from the proceeds of asset sales, which are being pursued by the Babcock & Brown Joint Venture as market conditions allow and where it is prudent to do so. The value of asset sales may not be suffi cient to redeem the preferred capital, either in full or in part, by January 2009 and thereafter.

Market disruption events are:

1. If at the relevant time for setting the base rate for an interest period, the relevant screen rate is not available and none of the reference banks supply a base rate.

2. If at the relevant time for setting the base rate, lenders representing more than 20% (by way of participation) advise that the cost of obtaining matching deposits in the relevant interbank market (varies depending on the currency of the loan) would be in excess of the applicable base rate.

If a market disruption event occurs:

1. The agent and the borrower try to agree a substitute basis for determining the base rate. All lenders must consent to any new basis.

6.1.6 Non-core asset sales

The GPT Group, in line with its strategy of focusing on domestic core operations and reducing leverage, has commenced a non-core asset realisation program. The assets identifi ed for sale include:

• The Australian hotel/tourism portfolio;

• Non-core assets in the Australian retail portfolio; and

• European funds management warehoused assets.

The combined book value of these assets was approximately A$1.7 billion as at 30 June 2008.

In addition to the identifi ed non-core asset sales, The GPT Group is in discussions with its US Seniors Housing joint venture partner

The GPT Group Entitlement Offer 31

Benchmark Assisted Living in relation to progressing The GPT Group’s exit from this sector.

In the current market environment, there is a material risk that The GPT Group will not be able to sell the identifi ed non-core assets as planned in the desired time frame and on acceptable terms, which may cause The GPT Group to breach its debt covenants and reduce forecast earnings. There is a risk that The GPT Group may sell these assets at a discount to book value as at 30 June 2008.

6.1.7 GPT Halverton

GPT Halverton is operating in diffi cult market conditions. The GPT Group is currently making changes to stabilise the business, including changes to management. This may impact The GPT Group’s ability to retain or grow assets under management, which could impact on the performance of the business.

6.1.8 Fair value of investment properties

There is a risk that the value of The GPT Group portfolios may fall. This will have a negative impact on The GPT Group’s net tangible assets which may cause diffi culty maintaining The GPT Group’s desired leverage ratio and other fi nancial measures. Current economic conditions may have a materially adverse effect on property valuations.

6.2 GIC RE FIRB approval

It is expected that GIC RE will be issued $250 million of Exchangeable Securities on or about 28 November 2008. The Exchangeable Securities may be exchanged for Securities at any time from 41 days from the issue date. The issue of any Securities on exchange is subject to GIC RE obtaining FIRB approval.

GIC RE has also agreed with the Underwriters to participate as a sub-underwriter to the Retail Entitlement Offer but will not receive any fees in relation to their sub-underwriter commitment. Again, the issue of any shortfall Securities to GIC RE under these arrangements is subject to FIRB approval. The Underwriting Agreement provides that, if FIRB approval is not obtained, the Underwriters’ obligations in respect of the Retail Entitlement Offer fall away. If FIRB approval is not granted, The GPT Group may withdraw the Retail Entitlement Offer, or otherwise proceed on a non-underwritten basis. In those circumstances, The GPT Group would announce to ASX its proposed course of action.

Finally, if GIC RE does not receive at least [250 million New Securities] under the sub-underwriting arrangements with the Underwriters, The GPT Group has agreed to issue to GIC RE that number of Securities which will mean that it holds a minimum of [500 million] Securities on a fully diluted basis in The GPT Group after completion of the Offer (assuming exchange of the Exchangeable Securities). Again, this is subject to FIRB approval.

6.3 Other general business risks

Other general business risks that may arise in relation to The GPT Group include, but are not limited to:

• Property risks – property assets are by their nature illiquid investments. Therefore, it may not be possible for The GPT Group to dispose of assets in a timely manner. To the extent that The GPT Group invests in properties for which there may be only a limited number of potential investors, the realisable value

of those assets may be less than the full value indicated by The GPT Group’s expectations of future cash fl ows from the relevant properties or the book value of those assets.

• Changes in property markets – changes to any of the property markets in which The GPT Group currently or in the future holds assets, may affect the value of the assets that comprise The GPT Group’s portfolio, which could, in turn, affect the performance of The GPT Group.

• Factors that may infl uence the value of The GPT Group’s assets include the ability to procure tenants (including timing and rent paid), demand for property from investors, expenses in operating, refurbishing and maintaining properties and timing of receipt of sale proceeds. In addition, the supply of competing existing or new buildings may affect the ability to secure lease renewals, retain existing tenants or obtain new tenants.

• Property leasing by The GPT Group – there is a possibility that tenants may default on their rental or other obligations under leases with The GPT Group, leading to capital losses or a reduction in income to The GPT Group which will impact the value of your investment in The GPT Group.

• In addition, there is a risk that if The GPT Group is not able to negotiate lease extensions with existing tenants at the end of lease terms, or replace the leases on expiry with leases at equivalent rates, there may be a signifi cant impact on the distributable income of The GPT Group and the value of that particular property. The ability of The GPT Group to secure lease renewals or to obtain replacement tenants may also be infl uenced by any leasing incentives granted to prospective tenants and the increased supply of new buildings, which, in turn, may increase the time required to let vacant space.

• Capital expenditure – the risk of unforeseen capital expenditure requirements may impact returns to investors.

• Fixed nature of signifi cant costs – signifi cant expenditures associated with each investment, such as mortgage payments, maintenance costs, employee costs and rates and taxes are generally not reduced when circumstances cause a reduction in income from the investment. The value of an asset owned by The GPT Group may be adversely affected if the income from the asset declines and other related expenses remain unchanged. In the case that The GPT Group’s expenses are greater or revenues are less than anticipated, the effect could be a reduced amount available for distributions.

• Financial Forecasts – the risk that any of the assumptions used in the Financial Information may not be achieved such that the forecast distributions cannot be achieved.

• Confl icts of interest with joint venture partners – The GPT Group currently undertakes joint ventures with co-owners on asset ownership and business partners on development projects. At times, major decisions are and will be required to be made in respect of these joint venture arrangements (e.g. redevelopment and refurbishment, refi nancing, the sale of assets or surplus land, the purchase of additional land and bid pricing). The interests of The GPT Group may not always be the same as those of joint venture partners in relation to these matters. Some of these arrangements contain buy/sell provisions which may be triggered by a joint venture party and may require The GPT Group to determine whether to retain or sell its interest in the joint venture. In addition, pre-emptive provisions or fi rst rights of refusal may apply to sales or transfers of interests in co-owned assets and businesses. These provisions may work to the disadvantage of The GPT Group because, among other things, The GPT Group might be required to make decisions

32 The GPT Group Entitlement Offer

about buying or selling interests in these assets and businesses at a time that is disadvantageous to it. While the majority of The GPT Group’s joint venture partners are large corporates or institutional investors, there is also the risk that they may default on their obligations or otherwise act in a manner which adversely affects The GPT Group.

• Competition – The GPT Group faces competition from other property groups and other organisations in the countries in which The GPT Group operates. The GPT Group also operates with the threat of new competition entering the market. Competition may lead to an oversupply through overdevelopment, or to prices for existing properties or services being impacted by competing bids. The existence of such competition may have a materially adverse impact on The GPT Group’s ability to secure tenants for its properties at satisfactory rental rates and on a timely basis, or the pricing of construction projects or development opportunities which in turn may impact The GPT Group’s fi nancial performance and returns to investors.

• Litigation and Disputes – The GPT Group is involved in a number of ongoing court proceedings, arbitration proceedings and disputes, the aggregate value of which cannot be readily or reliably quantifi ed at this time. The fi nancial performance of The GPT Group and value of its securities may be adversely affected by these matters depending on their eventual outcomes. The GPT Group is also subject to the usual business risk that disputes or litigation may arise from time to time in the course of its future business activities. There is a risk that material or costly disputes or litigation could affect the fi nancial performance of The GPT Group and the value of its securities.

• Taxation risk – changes in tax law (including in goods and services taxes and stamp duties), or changes in the way taxation laws are interpreted in the various jurisdictions in which The GPT Group and the Joint Ventures operate, may impact the future tax liabilities of The GPT Group. Under current income tax legislation, the Trust is generally not liable for Australian income tax, including CGT, provided The GPT Group distributes all of its income. Should the actions or activities of The Trust or its controlled entities cause the Trust to fall within the operative provisions of Division 6B or 6C of the Income Tax Assessment Act 1936 (Cth), the Trust may be taxed on its net income at a rate which is currently equivalent to the corporate income tax rate of 30%.

• Regulatory issues and changes in law – the risk that there may be changes in laws that have a materially adverse impact on fi nancial performance (such as by directly or indirectly reducing income or increasing costs). For example there could be changes to retail tenancy laws which could limit the recovery of outgoings or changes or increases in real estate taxes which can not be recovered as outgoings from tenants. Other changes (e.g. environmental laws) could require increased capital expenditure.

• Counterparty/Credit Risk – the risk that third parties, such as tenants, developers and counterparties to derivatives and other contracts may not be willing or able to perform their obligations to The GPT Group.

• Environmental matters – The GPT Group will, from time to time, be exposed to a range of environmental risks including soil and water contamination, construction (lead paint, asbestos, PCBs), cultural heritage (aboriginal), fl ora and fauna (native vegetation, endangered species) and greenhouse gases. Additionally there is the risk that property owned or projects undertaken by The GPT Group from time to time may be contaminated by materials harmful to human health (e.g. asbestos). In such situations The GPT Group may be required to undertake remedial works

• and potentially be exposed to third party liability claims and/or environmental liabilities (e.g. penalties, fi nes).

• Insurance – The GPT Group purchases insurance, customarily carried by property owners, managers, developers and construction entities, that provides a degree of protection for its assets, liabilities and people. Such policies include material damage of assets, contract works, business interruption, general and professional liability and workers compensation. There are however certain risks that are uninsurable (e.g. nuclear, chemical or biological incidents) or risks where the insurance coverage is reduced (e.g. cyclone, earthquake). Additionally The GPT Group will face risk associated with the fi nancial strength of its insurers to meet their indemnity obligations when called upon which could have an effect on earnings.

• OH&S – the risk that The GPT Group fails to comply with the necessary OH&S legislative requirements across the jurisdictions The GPT Group operates in that could result in fi nes, penalties and compensation for damages as well as reputational damage to The GPT Group.

• Other external factors – other external factors which may impact on The GPT Group’s performance include changes or disruptions to political, regulatory, legal or economic conditions or to the national or international fi nancial markets including as a result of terrorist attacks or war or insurrection.

6.3 General market risks

a. Negative effects of market infl uences

The price of Securities on ASX may rise or fall due to numerous factors which may affect the market performance of The GPT Group, including:

• Australian and international general economic conditions, including fl uctuations in infl ation rates, interest rates, recessions and currency exchange rates;

• Variations in the local and global market for listed stocks;

• Changes to government policy, legislation or regulation; and

• General operational and business risks.

In particular, the market prices for many listed entities have in recent times been subject to wide fl uctuations, which in many cases may refl ect a diverse range of non-entity specifi c infl uences such as global hostilities and tensions, acts of terrorism, investor sentiment and the general state of the economy. Such market fl uctuations may materially adversely affect the market price of Securities.

No assurances can be given that The GPT Group’s market performance will not be adversely affected by any such market fl uctuations or factors. None of The GPT Group, its Directors or any other person guarantees The GPT Group’s market performance.

b. Extreme price and volume trading fl uctuations

There may be relatively few, or many, potential buyers or sellers of Securities on ASX at any time. This may increase the volatility of the market price of Securities. It may also affect the prevailing market price at which Securityholders are able to sell their Securities. This may result in Securityholders receiving a market price for their Securities that is less or more than the price that Securityholders paid.

The GPT Group Entitlement Offer 33

Fees and costs SEC ~~TIO~~ N 7

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Consumer advisory warning

DID YOU KNOW?

Small differences in both investment performance and fees and costs can have a substantial impact on your long term returns.

For example, total annual fees and costs of 2% of your fund balance rather than 1% could reduce your fi nal return by up to 20% over a 30 year period (for example, reduce it from $100,000 to $80,000).

You should consider whether features such as superior investment performance or the provision of better member services justify higher fees and costs.

You may be able to negotiate to pay lower contribution fees and management costs where applicable. Ask the fund or your

TO FIND OUT MORE

If you would like to fi nd out more, or see the impact of the fees based on your own circumstances, the Australian Securities and Investments Commission (ASIC) website (www.fi do.asic.gov.au) has a managed investment fee calculator to help you check out different fee options.

34 The GPT Group Entitlement Offer

7.1 Fees and other costs

Table 1 shows fees and other costs that you may be charged. These fees and costs may be deducted from your money, from the returns on your investment or from the assets of The GPT Entities as a whole.

Information about tax implications is set out in section 8.

You should read all the information about fees and costs because it is important to understand their impact on your investment.

TABLE 1 FEES AND COSTS

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----- Start of picture text -----

Type of fee or cost Amount How and when paid
----- End of picture text -----

Fees when your money moves in or out of the fund
Establishment fee	Nil	Not applicable
The fee to open your investment
Contribution fee	Nil	Not applicable
The fee on each amount contributed to your investment
Withdrawal fee	Nil	Not applicable
The fee on each amount you take out of your investment
Termination fee	Nil	Not applicable
The fee to close your investment
Management costs
The fees and costs for managing your investment	A management fee of	Payable to GPT RE in respect of each
	0.30% (plus 0.03% of GST)	period of six months ending 30 June and
	of the Gross Asset Value	31 December (Applicable Period) from
	of the Trust calculated at	the assets of the Trust.
	the end of the preceding	The management fee is payable to
	Applicable Period.	GPT RE in two equal instalments on the
		days on which GPT RE pays to each Trust
		Unitholder its Distribution Entitlement
		following the end of the Distribution
		Period which ends in the Applicable
		Period or two months after the end of the
		Distribution Period whichever is earlier.
	Ongoing expenses1of	Ongoing expenses associated with
	The GPT Entities are	management or administration of The
	estimated at 0.3%(plus	GPT Entities will be reimbursed from the
	0.03% of GST) per	assets of The GPT Entities when incurred.
	annum of the gross
	asset value of The GPT
	Entities e.g. $150 for
	every $50,000 invested in
	New Securities. Actual
	expenses may be higher
	than the estimate.
Offer costs2	Estimated at $54	Payable from the proceeds of the Offer to
	million (GST inclusive),	the external service providers.
	e.g. $2,030 for every
	$50,000 invested in
	New Securities.
Service fees
Investment switching fee
The fee for changing investment options	Nil	Not applicable

Notes:

1 Please see section 7.3 for additional explanation of these expenses.

2 These costs include an amount payable to advisers as described in section 7.3(c).

The GPT Group Entitlement Offer 35

7.2 Example of annual fees and costs

Table 2 and Table 3 give examples of how the fees and costs in relation to the Trust can affect your investment over a one year period.

You should use these tables to compare this product with other managed investment products. All amounts are GST inclusive net of any reduced input tax credits.

printing and distribution of all reports, notices and communications with unitholders; the convening and holding of any unitholders’ meetings; the issue of Securities, notes, debentures or making arrangements for underwriting of these issues; the satisfaction of tax and custody expenses.

It should be noted that the responsible entity of the Trust is a wholly owned subsidiary within The GPT Group. This means that although the responsible entity is entitled to reimbursement of expenses, such reimbursement is not paid to entities outside The GPT Group.

TABLE 2 FIRST YEAR AFTER THE ISSUE OF NEW SECURITIES

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Type of fee or cost Balance of $50,000 during year
----- End of picture text -----

Contribution fees	Nil
PLUS	Andfor every $50,000 you have in the
Management Costs	fund, you will be charged the following
	amounts in the f rst year:
Expenses of the fund	$130
Offer costs	$2,030
EQUALS	If you had an investment of $50,000
Cost of fund	at the beginning of the year, you
	would be charged fees of$2,130

c. Adviser remuneration

The Underwriters will receive a fee of $[ ] million (plus GST) and will receive a fee of $[ ] million for underwriting and managing the Offer. From this fee they may pay subunderwriting fees.

d. GST

If the Group Entities are or become liable to pay GST on fees not described in this Prospectus as GST inclusive, they are entitled to be reimbursed out of the assets of the [ ] for the amount of the GST.

TABLE 3 SECOND YEAR AFTER THE ISSUE OF NEW SECURITIES

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----- Start of picture text -----

Type of fee or cost Balance of $50,000 during year
----- End of picture text -----

Contribution fees	Nil
PLUS	Andfor every $50,000 you have in the
Management Costs	fund, you will be charged the following
	amounts in the second year:
Expenses of the fund	$130
EQUALS	If you had an investment of $50,000
Cost of fund	at the beginning of the year, you
	would be charged fees of$620

7.3 Additional explanation of fees and costs

a. Management fee

Under the constitution of the Trust, GPT RE as responsible entity for the Trust is entitled to a management fee described in Table 1. GPT RE may waive the whole or any part of the management fee. The remuneration of GPT RE has priority over the payment of all other amounts payable out of the assets of the Trust.

b. Reimbursement of expenses

Under the constitution of the Trust, GPT RE as responsible entity of the Trust is entitled to be indemnifi ed and reimbursed out of the assets of the Trust for all expenses incurred in the proper performance of its duties or the exercise of its powers, the course of its offi ce or in relation to the administration and management of the Trust. These expenses include any money paid or payable to any property manager, valuer, solicitor, accountant, surveyor, contractor; expenses associated with the acquisition or sale of or any other dealing with any asset of the Trust; any valuation or commercial appraisal of any asset or investment or proposed asset or investment of the Trust; any money payable to the ASX; establishment and maintenance of the register; production,

36 The GPT Group Entitlement Offer

Taxation implications SEC ~~TIO~~ N 8

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This section is a general summary of the Australian income tax implications of the Entitlement Offer for Eligible Retail Securityholders. It does not apply to Eligible Retail Securityholders that hold their Existing Securities as trading stock or revenue assets or will hold their Entitlements as trading stock or revenue assets. Nor does it apply to non-resident Eligible Retail Securityholders that hold their Existing or New Securities through a permanent establishment in Australia.

Australian tax law is applied differently to Australian residents and foreign residents. Eligible Retail Securityholders that are temporary residents of Australia will, for tax purposes, be treated in the same way as foreign residents. Therefore the sections of this summary dealing with foreign residents will apply to those Eligible Retail Securityholders. This summary only applies to Eligible Retail Securityholders that are foreign residents or temporary residents of Australia that hold less than a 10% interest in The GPT Group and have not previously been an Australian resident.

This summary is based on the income tax legislation and administrative practice in force at the date of this Prospectus.

8.1 Disclaimer

The taxation implications of the Retail EntitlementOffer, including the implications of acquiring, holding and disposing of New Securities, will vary depending upon the particular circumstances of each Eligible Retail Securityholder. Accordingly, all Eligible Retail Securityholders should obtain their own professional advice before concluding on the particular taxation treatment that will apply to them, whether or not those Eligible Retail Securityholders participate in the Retail Entitlement Offer and acquire New Securities.

8.2 Taxation consequences of the Entitlement Offer for Australian residents

to consider the capital gains tax (CGT) implications if they dispose of the New Securities.

Each New Security comprises two separate CGT assets (a share in GPTMHL and a unit in the Trust). Accordingly, the acquisition of New Securities will be an acquisition of two assets for CGT purposes.

The total cost base of the New Securities will include the amount paid to acquire the New Securities (i.e. the Application Price) plus any non-deductible incidental costs incurred to acquire (or dispose of) the New Securities. That cost base will need to be allocated between the share in GPTMHL and the unit in the Trust on a reasonable basis (e.g. pro rata to market value).

8.2.3 Not accepting the Entitlement Offer

For Eligible Retail Securityholders that do not participate in the Retail Entitlement Offer, the Entitlement will lapse. Eligible Retail Securityholders will not receive any consideration as a result of the lapse of the rights. In addition, Eligible Retail Securityholders will not be deemed to receive any consideration under the “market value substitution rule” in the CGT provisions. Accordingly, Eligible Retail Securityholders will not make a capital gain or loss on lapse of the rights.

8.3 Taxation consequences of holding New Securities for Australian residents

8.3.1 Taxation in respect of GPTMHL

Eligible Retail Securityholders will need to include all dividends that GPTMHL pays in taxable income.

If a dividend is franked Eligible Retail Securityholders will also need to include the amount of the franking credit in taxable income but they will be entitled to a tax offset equal to the same amount (if they pass certain “qualifying person” rules).

8.2.1 Receipt of the Entitlement

The issue of the Entitlements should not give rise to any tax liabilities for Eligible Retail Securityholders.

8.2.2 Accepting the Entitlement Offer

Eligible Retail Securityholders that accept their Entitlements should not make a capital gain or otherwise derive assessable income from the acceptance. However, Eligible Retail Securityholders will need

8.3.2 Taxation in respect of the Trust

8.3.2.1 TAXATION OF THE TRUST

It is intended that the Trust will be taxed as a “fl ow through” entity such that, provided in each income year Eligible Retail Securityholders are presently entitled to all the income of the Trust, the responsible entity of the Trust will not be liable to Australian tax on the income of the Trust.

The GPT Group Entitlement Offer 37

A trustee may be liable for income tax at the corporate tax rate in any year where the relevant trust is classed as a “public trading trust” for that year. The responsible entity of the Trust intends to limit its activities to “eligible investment business” so that the Trust will not be a public trading trust.

These tests are applied each income year so that the tax position of the Trust in any year would depend upon the activities of the responsible entity of the Trust in that year.

8.3.2.2 TAXABLE INCOME OF THE TRUST

Eligible Retail Securityholders will generally be assessed on their proportionate share of the taxable income of the Trust. For assessment purposes, taxable income referable to the distributions will be assessable in the income year in which the entitlement to the distribution arises, not the income year in which the distributions are received or dealt with on an Eligible Retail Securityholder’s behalf. The taxable income of the Trust may include non-cash income in certain circumstances.

proportionate share of that net capital gain. However, where discount capital gains treatment has been applied in calculating the net capital gain at the trust level, Eligible Retail Securityholders will be required to gross-up the amount of the capital gain included in their assessable income. Eligible Retail Securityholders can then apply any available capital losses from other sources to offset the capital gain and apply their CGT discount factor, if applicable.

8.4 Taxation consequences of disposing of New Securities for Australian residents

The disposal of a New Security will constitute a disposal for CGT purposes.

On disposal of a New Security, Eligible Retail Securityholders will make a net capital gain if the capital proceeds received on disposal exceed the total cost base of the New Security. Eligible Retail Securityholders will make a net capital loss if the capital proceeds are less than the total reduced cost base of the New Security (the reduced cost base is normally the same as the cost base).

8.3.2.3 FOREIGN TAX OFFSETS

It is possible that foreign tax may be imposed on payments received by the Trust from foreign entities. In these circumstances Eligible Retail Securityholders may be entitled to receive a foreign tax offset equal to the lesser of the Australian tax otherwise payable by them on that income or the quantum of foreign tax imposed.

The foreign tax offset component of a distribution is required to be included in assessable income. However, if Australian tax is payable by Eligible Retail Securityholders on the foreign income component of their taxable income, the foreign tax credits may be used to offset that Australian liability. Credits that are not utilised in the income year in which they are derived will not be able to be carried forward.

8.3.2.4 TAX DEFERRED DISTRIBUTIONS

If Eligible Retail Securityholders receive a distribution in excess of the taxable income of the Trust, the excess will represent a “tax deferred” distribution.

The receipt of a tax deferred distribution will generally not be included in an Eligible Retail Securityholder’s assessable income. However the tax deferred component will reduce the cost base of the unit in the Trust.

Where the cost base of a unit is reduced to zero, any further receipts of tax deferred distributions in respect of that unit will be assessable to the Securityholder on receipt as a capital gain. Eligible Retail Securityholders that are individuals, trustees or complying superannuation entities and have held the relevant unit for 12 months or more at the time of the receipt of the distribution should be entitled to apply the applicable CGT discount factor to reduce the capital gain (after offsetting capital losses). The CGT discount factor is 50% for individuals and trustees and 33% for complying superannuation entities.

For these purposes Eligible Retail Securityholders will be taken to have acquired their New Securities when they accepted the Retail Entitlement Offer.

8.3.2.5 CAPITAL GAINS

If a net capital gain is included in the taxable income of the Trust (for example, on disposal of an asset), Eligible Retail Securityholders will be regarded as having derived a capital gain equal to their

Eligible Retail Securityholders that are individuals, trustees or complying superannuation entities and that have held their New Securities for 12 months or more at the time of disposal should be entitled to apply the applicable CGT discount factor to reduce the capital gain (after offsetting capital losses). The CGT discount factor is 50% for individuals and trustees and 33% for complying superannuation entities.

For the purpose of determining whether the New Securities have been held for at least 12 months Eligible Retail Securityholders will be taken to have acquired them when they accepted the Retail Entitlement Offer.

Eligible Retail Securityholders that make a capital loss can only use that loss to offset other capital gains from other sources; i.e. the capital loss cannot be used against taxable income on revenue account. However, if the capital loss cannot be used in a particular income year it can be carried forward to use in future income years, providing certain tests are satisfi ed.

8.5 Taxation consequences of the Retail Entitlement Offer for foreign residents

Eligible Retail Securityholders that hold an interest in The GPT Group of less than 10% and have not previously been an Australian resident should not be subject to Australian tax by reason of being issued the Entitlement, accepting the Entitlement or not accepting the Entitlement.

8.6 Taxation consequences of holding New Securities for foreign residents

8.6.1 Taxation in respect of GPTMHL

Eligible Retail Securityholders should not be subject to any tax on dividends paid by GPTMHL to the extent they are franked.

To the extent that GPTMHL dividend is unfranked Eligible Retail Securityholders will be subject to withholding tax on the dividend at a rate of 30%. That withholding tax will generally be retained from the dividend by GPTMHL and paid to the ATO on behalf of the Eligible Retail Securityholders. Eligible Retail Securityholders

38 The GPT Group Entitlement Offer

that are residents of a country that has entered into a double tax agreement (DTA) with Australia might be entitled to a lower rate of withholding tax.

8.6.2 Taxation in respect of the Trust

8.6.2.1 MANAGED INVESTMENT TRUST WITHHOLDING TAX

Distributions from the Trust should be subject to a managed investment trust withholding tax. The responsible entity of the Trust will withhold tax from distributions to the extent they represent taxable income of the Trust other than dividends, interest, royalties, non-Australian sourced income or capital gains on assets that are not “taxable Australian property” (taxable mainly includes direct and indirect interests in land situated in Australia).

The withholding tax rate will depend on the country in which the relevant Securityholder is a resident and will be phased in over three years. For Eligible Retail Securityholders that are residents of countries with which Australia has an “effective exchange of information on tax matters” the rates will be:

• 30% for distributions relating to the period up to 31 December 2008;

• 22.5% for distributions relating to the period from 1 January 2009 up to 31 December 2009;

8.8 Tax File Numbers (TFNs) and Australian Business Numbers (ABNs)

Eligible Retail Securityholders are not obliged to provide their TFN or ABN or claim an exemption from the disclosure rules on investing in The GPT Group. However, GPTMHL and the responsible entity of the Trust will be required to deduct tax from distributions made by GPTMHL and the Trust to Eligible Retail Securityholders that have not done so at the highest marginal tax rate plus the Medicare Levy. This presently equates to 46.5%.

8.9 Goods and Services Tax (GST)

The acquisition of the New Securities will be classifi ed as a “fi nancial supply” for Australian GST purposes. Accordingly, Australian GST will not be payable in respect of Application Monies paid for the acquisition of New Securities.

8.10 Stamp duty

Stamp duty will not be payable in respect of the grant of the Entitlements or the acquisition of the New Securities.

• 15% for distributions relating to the period from 1 January 2010 up to 31 December 2010; and

• 7.5% for all later distributions.

The withholding tax for the period to 31 December 2008 and the period to 31 December 2009 is not a fi nal withholding tax. Rather, it represents a prepayment of tax and is creditable when an assessment has been made of the income tax payable by the relevant non-resident Securityholder for the income year. This withholding tax is a fi nal tax for the distributions relating to periods commencing on and after 1 January 2010.

For residents of other countries the withholding rate will be 30%. This withholding tax is a fi nal tax for the distributions relating to periods commencing on and after 1 January 2009.

8.6.2.2 DIVIDENDS, INTEREST AND ROYALTIES

Unfranked dividends, interest and royalties derived by the Trust will be subject to withholding tax which is generally imposed at rate of 30% for dividends and royalties and 10% for interest. Eligible Retail Securityholders that are residents of a country that has entered into a DTA with Australia might be entitled to a lower rate of withholding tax.

8.6.2.3 OTHER DISTRIBUTIONS

Other than as described above Eligible Retail Securityholders should not be subject to tax on distributions from the Trust.

8.7 Taxation consequences of disposing of New Securities for foreign residents

Eligible Retail Securityholders that hold an interest in The GPT Group of less than 10% and have not previously been an Australian resident should not be subject to Australian tax on disposal of their New Securities.

The GPT Group Entitlement Offer 39

Summary of important documents SEC ~~TIO~~ N 9

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9.1 Trust Constitution

The operation of the Trust is governed by the Trust constitution dated 27 November 1970 (as amended from time to time). The Corporations Act, exemptions and declarations given by ASIC, the Listing Rules (subject to waivers), and the general law of trusts are also relevant to the rights and obligations of GPT RE and of Trust Unitholders. The main provisions of the Trust constitution relating to the rights and obligations of Trust Unitholders are set out below.

9.1.1 Units and options

The benefi cial interest in the Trust is divided into Units. GPT RE has the power to issue fully paid Units. It may also issue different classes of Units, partly paid Units and options in respect of unissued Units.

9.1.2 Joint Trust Unitholders

Where two or more persons are registered as Trust Unitholders of a Unit, they are deemed to hold the Unit as joint tenants for the purposes of the administration of the Trust.

9.1.3 Stapling

The constitution provides for the stapling of Trust Units in the Trust to GPTMHL Shares. A summary of the Stapling Deed is set out in section 9.3 below. Trust Units can only be unstapled from The GPTMHL Shares in the following circumstances:

• i. If determined by GPT RE, and the unstapling is approved by a special resolution of the Trust Unitholders and the members of each stapled entity respectively; or

• ii. If a stapled entity is wound up.

9.1.4 Issue price

The calculation of the issue price for Trust Units in the Trust is governed by the constitution. Where the Trust Units issued form part of stapled securities that are quoted on ASX, the issue price may be determined by GPT RE, provided that the aggregate of the issue price of that Trust Unit and the issue price of the attached security is equal to the market price for the stapled security on the Business Day prior to the day on which the offer or issue is made. GPT RE may determine the issue price other than in this manner, in the following circumstances:

• i. If the Trust Units are issued as part of a rights issue, and

• B. The issue price of all the Trust Units offered is the same, or where the Units are stapled, the issue price of all stapled securities offered is the same;

• C. The issue price of the Trust Units or Stapled Securities is:

  • In the case of the Offer, not less than 70%; or

•  - In any other case, 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; and

• D. The amount of Units offered to each Trust Unitholder is proportionate to the value of that Trust Unitholder’s holding of Trust Units; or

• ii. If the Trust Units are issued pursuant to a placement without Trust Unitholder approval, and:

• A. The Trust is listed on ASX and the Trust Units (or, if the Trust Units to be issued are in a class of Trust Units, Units in that class) or (if the Trust Units are stapled) the stapled securities are offi cially quoted on ASX and have not been suspended from offi cial quotation (other than temporarily);

• B. The issue is not to GPT RE or any person associated with GPT RE;

• C. The amount by which the issue price of the Trust Units or (if the Trust Units are stapled) the issue price of the stapled securities is less than the market price for the Units or stapled securities does not exceed:

   - In the case of the Offer, 70%; and
  

  • • In any other case, 10%; and

• D. The issue is of Trust Units that would not immediately after the issue (when aggregated with any other issue of Trust Units issued up to one year previously pursuant to a placement without Trust Unitholder approval, a rights issue of Trust Units or options, or a distribution reinvestment arrangement) comprise more than 10% (or such greater percentage as may be permitted from time to time by the Corporations Act or the Listing Rules) of either all of the Trust Units or the Trust Units on issue in the same class as the Trust Units comprised in the issue including, in the case of the Offer, Trust Units that would be issued if any option issued as part of that Offer were exercised and Trust Units issued under the Entitlement Offer; or

• A. All the Trust Units offered are in the same class;

40 The GPT Group Entitlement Offer

iii. If the Trust Units are issued pursuant to a placement of Trust Units with Trust Unitholder approval, a distribution reinvestment arrangement or Trust Unitholder purchase plans, subject to certain conditions set out in the constitution.

The issue price for any Trust Units or Stapled Securities issued pursuant to Exchangeable Securities issued in connection with the Offer will be either:

• i. The same as the issue price for any Trust Units or Stapled Securities issued as part of the Offer; or

• ii. A price specifi ed by amending the constitution before the issue of the Exchangeable Securities.

9.1.5 Distributions

Income is distributable by GPT RE on a quarterly basis. The constitution sets out the method for calculating the distributable amount.

GPT RE may determine from time to time to offer distribution reinvestment arrangements by written notice to Trust Unitholders.

9.1.6 Valuation

GPT RE may at any time cause the valuation of any asset of the Trust, to be valued at its market value unless GPT RE determines there is no market for the asset or the market value is not a fair representation of the value of the asset. Where the calculation of the issue price of a Trust Unit is to be made as at a particular date, GPT RE may rely on the most recent valuations for the purposes of that calculation.

9.1.7 Transfer

There is no general restriction on the transfer of Trust Units. A transfer of a Trust Unit forming part of a stapled security must be accompanied by a transfer of the attached security. Restricted securities (as defi ned in the Listing Rules) cannot be transferred during an escrow period.

9.1.8 Redemption rights

The constitution does not provide for any rights to redeem Trust Units.

Redemption or Repurchase of Exchangeable Securities may, subject to and in accordance with their terms of issue (including as to notice) be redeemed at a price of $100,000 per Exchangeable Security, or exchanged for a fi xed number of Stapled Securities in accordance with their terms of issue.

GPT RE may rely on the advice of its solicitors, bankers, accountants, auditors and other advisers and will not be liable for anything done in reliance upon such advice.

The constitution provides that GPT RE and its offi cers, employees and associates may hold Units and other interests in the Trust.

GPT RE may alter the constitution, subject to the Corporations Act and any approval required by law.

9.1.10 Meetings

The constitution provides for the requirements for holding meetings, including who may attend meetings, the quorum for meetings and voting rights.

9.1.11 Liability of Trust Unitholders

The liability of each Trust Unitholder is limited to its investment in the Trust.

9.1.12 Liability of GPT RE

Except where the Corporations Act expressly provides otherwise, GPT RE is not liable to any Trust Unitholder to any greater extent than it is indemnifi ed out of the assets of the Trust. GPT RE will not be responsible for any costs incurred by the fraud or negligence of its agents, delegates or custodians.

9.1.13 Retirement and removal of GPT RE

GPT RE may only retire as responsible entity of the Trust in accordance with section 601FL of the Corporations Act, under which it must call a meeting of Trust Unitholders to explain its reason for wanting to retire and to enable the Trust Unitholders to vote on a resolution to choose a company to be the new responsible entity.

9.1.14 Termination of the Trust

The term of the Trust will be terminated either when GPT RE determines to terminate the Trust or if terminated under the constitution or by law.

On the winding up of the Trust, the net proceeds of realisation (after the costs and remuneration of GPT RE and other liabilities have been deducted) will be distributed to Trust Unitholders.

A copy of the constitution is available free of charge. See section 10.4 for further details.

9.1.9 Powers, duties and rights of GPT RE

GPT RE generally has all the powers and duties of a trustee and that are incidental to ownership of the assets of the Trust, including the power to acquire or dispose of property, to borrow or raise money, and to delegate its obligations. GPT RE must ensure that if borrowings of the Trust exceed 40% of the total tangible assets of the Trust it will use reasonable endeavours to reduce borrowings to below 40% as soon as possible. It must also ensure that borrowings of the Trust do not exceed 50% of the aggregate of the total tangible assets of the Trust.

GPT RE is entitled to receive certain management fees and be reimbursed for costs that it incurs as trustee of the Trust. Please refer to Section 7 for further details.

The GPT Group Entitlement Offer 41

9.2 GPTMHL constitution

The constitution of GPTMHL contains the internal rules of GPTMHL. It deals with such matters as the rights, duties and powers of GPT Shareholders and GPTMHL directors. The main provisions of The GPTMHL constitution are summarised below.

9.2.1 Share capital

The GPTMHL directors may issue or cancel GPTMHL Shares, or grant options over unissued GPTMHL Shares.

9.2.2 Issue of further shares

The issue of GPTMHL Shares will only vary the rights of existing GPT Shareholders if expressly provided for in the terms of those GPTMHL Shares or required under the Corporations Act or Listing Rules.

9.2.3 Power to alter of share capital

GPTMHL may reduce or alter its share capital in any manner provided for by the Corporations Act.

9.2.4 Stapling

The Constitution provides for the stapling of GPTMHL Shares to other securities. While Stapling of Securities applies, GPTMHL must only issue a GPTMHL Share as part of a Security. The number of GPTMHL Shares must equal the number of issued attached securities at that time.

See also the summary of the Stapling Deed in Section 9.3.

9.2.5 Transfer of GPTMHL Shares

While Stapling applies, a GPTMHL Share may only be transferred if the transfer is accompanied by a transfer of a Trust Unit, in favour of the same transferee. GPTMHL Shares may be transferred by:

• An ASTC Transfer in accordance with the Corporations Act and ASTC Settlement Rules, or

• By written transfer in the usual form or in any other form prescribed by The GPTMHL directors; or

• Any other electronic system established or recognised by the Listing Rules in which GPTMHL participates in accordance with the rules of that system.

9.2.6 Directors may refuse to register

The GPTMHL directors may refuse to register any transfer of GPTMHL Shares:

• If the registration of the transfer would result in a contravention of or failure to observe the provisions of any applicable law or Listing Rule; or

• If permitted to do so under the Listing Rules; or

• If The GPTMHL Shares are stapled to attached securities and are transferred without the equivalent number of attached securities; or

• If GPTMHL has a lien over GPTMHL Shares or The GPTMHL Shares are subject to forfeiture.

9.2.7 Powers of directors and managing director

The business of GPTMHL is managed by its directors, who may exercise all powers of GPTMHL which are not, by the law or the constitution, required to be exercised by GPTMHL in general meeting. The GPTMHL directors may delegate any of their powers to the managing director and, at any time, may vary those powers conferred on the managing director. To the extent permitted by law, and while Stapling applies, the directors may have regard to the fact that GPTMHL is operating with the Stapled Entities as part of a stapled group. Accordingly, The GPTMHL directors may have regard to the interests of members as shareholders of GPTMHL and as holders of attached securities.

9.2.8 Unstapling date

Subject to approval by a special resolution of the holders of GPTMHL Shareholders and Trust Unitholders, GPTMHL may determine that the stapling provisions of the constitution will cease to apply and that a particular date will be the unstapling date.

9.2.9 General meetings of GPTMHL

By a resolution of The GPTMHL directors, GPTMHL may call a general meeting of the company. The GPTMHL directors may convene a combined meeting of GPT Shareholders and Trust Unitholders and determine the rules of conduct for such meeting. Where GPTMHL has called a general meeting, notice of the meeting may be given in the form and manner which The GPTMHL directors determine. No GPT Shareholder may convene a general meeting of the company except where entitled to do so under the Corporations Act. By resolution of The GPTMHL directors, any general meeting may be cancelled or postponed prior to the date on which it is to be held, except where the cancellation or postponement would be contrary to the Corporations Act.

9.2.10 Voting

Subject to any rights of any GPTMHL Shares or class of GPTMHL Shares, each GPT Shareholder is entitled to attend and vote at a general meeting of GPTMHL. Any resolution being considered at a general meeting is decided on a show of hands unless a poll is demanded. A poll may be demanded by a shareholder in accordance with the Corporations Act or by the chairperson.

9.2.11 Number of directors

The number of GPTMHL directors must be the number determined by The GPTMHL directors, but must be at least three. All GPTMHL directors must be natural persons.

9.2.12 Appointment, retirement and removal

of directors

The GPTMHL directors may at any time appoint any person as a GPTMHL director either to fi ll a casual vacancy or as an addition to the board of GPTMHL directors. A GPTMHL director may not hold offi ce for a continuous period in excess of three years or past the third annual general meeting following that GPTMHL director’s appointment, whichever is longer, without submitting for election or re-election. Under the Corporations Act, The GPTMHL Shareholders can by resolution remove any GPTMHL director and appoint another person as a replacement.

42 The GPT Group Entitlement Offer

9.2.13 Directors’ remuneration

The GPTMHL directors are entitled to be remunerated for their services as directors. The remuneration to which a GPTMHL director is entitled may be provided to a GPTMHL director in cash or in any other form as is agreed between GPTMHL and the director.

9.2.14 Insurance and indemnity

GPTMHL is to indemnify every current or former GPTMHL director, secretary, executive offi cer, employee or a person appointed as a trustee by, or acting as a trustee at the request of, GPTMHL (each an offi cer) against any liability incurred by the offi cer in or arising out of the conduct of the business of GPTMHL. GPTMHL may maintain insurance for such liability incurred. GPTMHL may indemnify the eligible person:

9.3 Stapling Deed

The Stapling Deed entered into between GPTMHL and GPT RE sets out the terms of the relationship between GPT RE and GPTMHL in respect of the Securities. The Stapling Deed also sets out the stapling arrangements for the Securities.

9.3.1 Stapling

GPTMHL Shares and Trust Units will remain Stapled unless Stapling becomes unlawful or prohibited by the Listing Rules, or on the commencement of a winding up of GPTMHL or the Trust, or on the termination of the Trust. Upon Stapling terminating, each party must take all steps to ensure that all Shares and Units cease to be Stapled and the parties are discharged from further performance of their obligations under the Stapling Deed.

• Only to the extent it is not precluded by law from doing so; and

• To the extent and for the amount that the offi cer is not actually indemnifi ed by another person; and

• Where the liability is incurred in or arising out of the conduct of the business of another corporation or in the discharge of the offi cer’s duties in relation to another corporation, to the extent and for the amount that the offi cer is not entitled to be indemnifi ed and is not actually indemnifi ed out of the assets of that corporation.

9.2.15 Dividends and Interest

The GPTMHL directors may pay dividends subject to the Corporations Act, but those dividends will not attract any interest payable by GPTMHL. The method of payment may include the payment of cash, the issue of GPTMHL Shares (or while Stapling applies, Securities), the grant of options and the transfer of assets, including shares or other securities in another body corporate (or any combination of them).

9.2.16 Dividend reinvestment plan

The GPTMHL directors may allow GPT Shareholders to elect that a dividend to be paid to them is to be satisfi ed by the issue of fully paid GPTMHL Shares. While Stapling applies, The GPTMHL directors may make provisions governing the amount of the reinvested dividends to be used to subscribe for GPTMHL Shares and the amount to be used to subscribe for attached securities, having regard to the issue price of the attached securities.

9.2.17 Capitalisation of profi ts

GPTMHL in general meeting or The GPTMHL directors may capitalise any sum and apply it to the benefi t of The GPT Shareholders in full satisfaction of their interest in the capitalised sum, in the proportions to which those GPT Shareholders would have been entitled in a distribution of that sum by way of a dividend.

9.2.18 Winding up

9.3.2 Cooperation and consultation

GPTMHL and GPT RE must take all reasonable steps which are necessary to assist each other to perform their obligations under the Stapling Deed and consult each other before engaging in any act or omission which may materially affect the value of the Stapled Securities.

9.3.3 Dealings in Securities

The component GPTMHL Share and Trust Unit of each Security are Stapled to one another and must accordingly be dealt with together. The Stapling Deed sets out various restrictions on dealings in The GPTMHL Shares and the Trust Units (including issuing a Share or Trust Unit without the equivalent number of the other and cancelling a GPTMHL Share or Trust Unit without the equivalent cancellation of the other).

9.3.4 Mutual fi nancial support

Where either GPTMHL or GPT RE requests fi nancial support from the other, that other must procure members of its group to do all things necessary and execute agreements or arrangements necessary to give effect to the transactions contemplated by the Stapling Deed (including providing fi nancial accommodation and incurring fi nancial debt).

9.3.5 Allocation of Issue Price

GPTMHL and GPT RE must allocate the subscription amount received on issue of any Security between a GPTMHL Share component and a Trust Unit component on the basis of the relevant fair values of those components as agreed by the parties before the relevant issue or cancellation.

9.3.6 Dispute resolution

Where a dispute arises, GPTMHL and GPT RE must use best endeavours to resolve the dispute or negotiate in good faith to resolve the dispute prior to commencing legal proceedings.

If GPTMHL is wound up, whether voluntarily or otherwise, the liquidator may divide among The GPT Shareholders any part of The GPTMHL assets and decide how the division is carried out.

9.2.19 Application of Listing Rules

While GPTMHL is admitted to the Offi cial List, the Listing Rules prevail to the extent that there is an inconsistency between the provisions of The GPTMHL constitution and the Listing Rules.

The GPT Group Entitlement Offer 43

9.4 Underwriting Agreement

Under the Underwriting Agreement dated [ October 2008], the Issuers have agreed with the Underwriters for the Underwriters to manage and underwrite the Entitlement Offer and to provide settlement support in connection with the placement of the Top-Up Securities on the terms and conditions set out in the Underwriting Agreement. The Underwriters may appoint co-managers in respect of the Offer and may appoint sub-underwriters to sub-underwrite subscriptions for the New Securities.

9.4.1 Fees and expenses

Under the Underwriting Agreement, the Issuers must pay the Underwriters (in equal proportions) an underwriting fee of 3% of the proceeds of the Institutional Entitlement Offer, 3% of the Exchangeable Securities Placement and 3% of the Retail Underwritten Proceeds (as that term is defi ned in the Underwriting Agreement). An offer advisory fee of 0.75% of the proceeds of the Institutional Entitlement Offer, the proceeds of the Exchangeable Placement and the proceeds of the Retail Entitlement Offer is also required to be paid by the Issuers to UBS AG, Australia Branch.

Additionally, the Issuers must pay or reimburse the Underwriters all legal expenses, expenses incurred in preparing the Underwriting Agreement, all out-of-pocket expenses reasonably incurred in respect of the Offer and all other reasonable costs, expenses and disbursements in relation to the Offer.

9.4.2 Conditional Obligations of the Underwriters

The obligations of the Underwriters to manage and underwrite the Institutional Entitlement Offer are subject to a number of standard conditions precedent. In addition, those obligations are conditional on neither the agreement under which GIC RE agrees to subscribe for the Exchangeable Securities nor the arrangement with GIC RE to sub-underwrite a portion of the Retail Entitlement Offer being terminated.

The obligations of the Underwriters to manage and underwrite the Retail Entitlement Offer and provide settlement support for the Top-up Placement are conditional on the Issuers complying with the conditions applicable to the management and underwriting of the Institutional Entitlement Offer, and in addition:

• Allotting the New Securities under the Institutional Entitlement Offer, and on the satisfaction or waiver of certain other conditions precedent including:

• GIC RE receiving approval from the Foreign Investment Review Board to subscribe for the Exchangeable Securities and the TopUp Placement;

• GIC RE complying with its obligations as sub-underwriter of the Retail Entitlement Offer;

• The agreement under which GIC RE agrees to subscribe for the Exchangeable Securities becoming unconditional; and

• Neither the agreement under which GIC RE agrees to subscribe for the Exchangeable Securities nor the arrangement with GIC RE to sub-underwrite a portion of the Retail Entitlement Offer being terminated.

The Issuers must use their reasonable efforts to satisfy these conditions, and these conditions may be waived only by the Underwriters. Failure to satisfy the conditions will result in the Underwriting Agreement ending as to its future operation except for the enforcement of any right or claim which arises on or has arisen before the Underwriting Agreement comes to an end.

9.4.3 Events of Termination

An Underwriter may terminate its obligations under the Underwriting Agreement if any of the Termination Events set out below occur:

• ASIC gives notice of a hearing in relation to the Offer or this Prospectus and associated documents, or an application is made by ASIC to a court in respect of the Offer or this Prospectus or associated documents, or ASIC commences any investigation or hearing under the ASIC Act in relation to the Offer of this Prospectus or associated documents;

• Unconditional approval by ASX for offi cial quotation of the New Securities is refused or not granted by certain deadlines or ASX makes an offi cial statement to any person or indicates to the Issuers or the Underwriters that offi cial quotation of the New Securities will not be granted;

• A supplementary prospectus and product disclosure statement, in the reasonable opinion of the Underwriters, must be lodged under sections 719 or 1016E of the Corporations Act, or a supplementary prospectus and product disclosure statement is lodged (other than in accordance with the Underwriting Agreement);

• The Issuers fail to lodge the Prospectus with ASIC on or before the Lodgement Date (or such other date approved in writing by the Underwriters);

• Any adviser of the Issuers or any other person whose consent to the issue of the Prospectus is required under the Corporations Act refuses to give its consent or withdraws previously given consent;

• A certifi cate required to be delivered by the Issuers to the Underwriters under the Underwriting Agreement is not delivered when required or a statement in the certifi cate is incorrect;

• Any event specifi ed in the Timetable is delayed for more than 2 Business Days without the prior written approval of the Underwriters;

• This Prospectus, or an associated document, contains a statement which is misleading or deceptive or omits any material required by the Corporations Act or any other applicable law or otherwise fails to comply with the Corporations Act or any other applicable law;

• The Issuers cease to be admitted to the offi cial list of ASX or the Securities are suspended from trading or cease to be quoted on ASX;

• There is a material adverse change in the assets, liabilities, fi nancial position or performance, profi ts losses or prospects of the Issuers or The GPT Group;

• A director of a GPT Entity is charged with an indictable offence relating to any fi nancial corporate matter or any regulatory body commences or announces it intends to commence any public action against the director in his or her capacity as a directors of that GPT Entity, or the director is disqualifi ed under the Corporations Act from managing a corporation;

• The Issuers withdraw the Prospectus or the Offer;

• ASX withdraws, revokes or amends the waivers it has granted, or ASIC withdraws, revokes or amends the relief it has granted

• A member of The GPT Group material in the context of its business is insolvent or may become insolvent as a result of an act or omission;

• An event of default or similar event, or a breach which has a material adverse effect on The GPT Group, occurs under a debt

44 The GPT Group Entitlement Offer

or fi nancing arrangement of an Issuer or other member of The GPT Group;

• A person gives a notice under sections 730 or 1021J of the Corporations Act;

• The S&P ASX 200 Index is, at the close of normal trading on ASX on any day from the date of the Underwriting Agreement:

• Until and including the Institutional Closing Date, lower than 90% of the level of that index as at the close of normal trading on ASX on the business day prior to the date of the Underwriting Agreement (Reference Day); or

• Until and including 2 business days prior to the date of Final Allotment, lower than 90% of the level of that index as at the close of normal trading on ASX on the Reference Day and remains at or below that level for at least 2 consecutive Business Days or on the Business Day before the Final Retail Settlement Date; or

• The S&P/ASX 200 A-REIT Index is, at the close of normal trading on ASX on any day from and including the date of the Underwriting Agreement:

• Until and including the Initial Closing Date, lower than 85% of the level of that index as at the close of normal trading on ASX on the Reference Day; or

• Until and including 2 business days prior to the date of Final Allotment, lower than 85% of the level of that index as at the close of normal trading on ASX on the Reference Day and remains at or below that level for at least 2 consecutive Business Days or on the Business Day before the Final Retail Settlement Date.

An Underwriter may terminate its obligations under the Underwriting Agreement if any of the Termination Events set out below occur, and, in the reasonable opinion of the Underwriter, the event:

• Has, or is likely to have, a material adverse effect on the success or settlement of the Offer; or

• Leads, or is likely to lead:

• To a contravention by that Underwriter of, or that Underwriter being involved in a contravention of, the Corporations Act or any other applicable law, including, without limitation, the Securities Act and Exchange Act; or

• To a liability for that Underwriter under the Corporations Act or any other applicable law, including, without limitation, the Securities Act and Exchange Act:

• A representation given by the Issuers under the Underwriting Agreement proves to be, or has been, or becomes, untrue or incorrect;

• A new law is introduce or any new regulation is made under any law, or a Government Agency adopts a policy, or there is any offi cial announcement on behalf of the Government of the Commonwealth of Australia or any State or Territory of Australia or a Government Agency that such a law or regulation will be introduced or policy adopted (as the case may be);

• An Issuer fails to perform or observe any of its obligations under the Underwriting Agreement;

• Hostilities not existing at the date of the Underwriting Agreement commence (whether war has been declared or not) or a major escalation in existing hostilities occurs (whether war has been declared or not) involving any one or more of Australia, New Zealand, the United States of America, any member state of the

European Union, the United Kingdom, North or South Korea, Indonesia, Japan, Israel, Russia or the Peoples Republic of China, or a national emergency is declared by any of those countries, or a major terrorist act is perpetrated anywhere in the world;

• There is an announced change in the senior management of the Group or board of directors of either Stapled Entity, in each case without the prior written consent of the Underwriters;

• An Underwriter forms the view that the due diligence results are misleading or deceptive whether by omission or otherwise;

• If, in the reasonable opinion of an Underwriter, at any time on or after the Institutional Opening Date a new circumstance arises which would have been required by the Corporations Act to be included in the Prospectus had the new circumstance arisen before the Prospectus and was lodged with ASIC); or

• Any of the following occurs:

• A general moratorium on commercial banking activities in Australia, Hong Kong, Japan, the United States of America or the United Kingdom is declared by the relevant central banking authority in any of those countries, or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries;

• Trading in all securities quoted or listed on ASX, the Hong Kong Stock Exchange, the Tokyo Stock Exchange, the London Stock Exchange, the New York Stock Exchange or NASDAQ is suspended or limited in a material respect; or

• The occurrence of any other adverse change or disruption to fi nancial, political or economic conditions, currency exchange rates or controls or fi nancial markets in Australia, Hong Kong, Japan, a member of the European Union, the United States of America or the United Kingdom or elsewhere or any change or development involving a prospective adverse change in any of those conditions or markets.

In the event that an Underwriter terminates its obligations under the Underwriting Agreement in accordance with the above, each remaining Underwriter may elect to either remain as Underwriter under the Underwriter Agreement and assume the obligations of the terminating Underwriter or Underwriters, or otherwise terminate the Underwriting Agreement itself.

9.4.4 Sub-underwriting

In respect of the sub-underwriting arrangements between GIC RE and the Underwriters under which GIC RE has committed (subject to conditions) to sub-underwrite the offer of 579 million securities under the Retail Entitlement Offer, GIC RE has the benefi t of the same termination events as the Underwriters have set out above, and may terminate the sub-underwriting arrangement whether or not the Underwriters have terminated the Underwriting Agreement. If GIC RE does terminate its obligations under the sub-underwriting arrangements, or otherwise does not or cannot fulfi l its subunderwriting commitment (for example because it does not obtain FIRB approval [(or obtains approval on conditions that are materially adverse or require divestment]), then one of the conditions precedent to the Underwriters underwriting the Retail Entitlement Offer and providing settlement support for the Top-Up Placement will not have been satisfi ed and the Underwriters will not be obliged to underwrite any part of the Retail Entitlement Offer nor provide settlement support for the Top-Up Placement.

The GPT Group Entitlement Offer 45

9.4.5 Indemnity

The Issuers agree to indemnify each of the Underwriters, their affi liates, related bodies corporate and their offi cers, employees and advisers (“Indemnifi ed Parties”) against any loss arising from the Entitlement Offer and the appointment of the Underwriters pursuant to the Underwriting Agreement, except to the extent that it is fi nally judicially determined that the loss resulted from:

• a. An criminal penalty, fi ne or compensation which the Indemnifi ed Party is required to pay under the Corporations Act (except to the extent contributed to by the Stapled Entities or their offi cers or employees);

• b. An amount in respect of which the indemnity would be illegal, void or unenforceable;

• c. The gross negligence, fraud or wilful misconduct of the Indemnifi ed Party (except to the extent contributed to by the Stapled Entities or their offi cers or employees); or

• d. An intentional or reckless breach by an Underwriters to underwrite the Entitlement Offer or provide settlement support for the Top-Up Placement.

9.4.6 Undertakings

Among other standard undertakings, the Issuers have undertaken that they will not and must not permit any of its subsidiaries during the period ending 90 days after allotment of the New Securities under the Retail Entitlement Offer to make, agree to make or announce any issues of equity securities (as defi ned in the Listing Rules) or any securities convertible into or exchangeable for any such equity securities, without the prior written consent of the Underwriters, which consent shall not be unreasonably withheld or delayed, other than:

• The issue of the New Securities, the Top-Up Securities; or

• An issue of securities by an Issuer pursuant to a dividend or distribution plan or employee incentive scheme (as those terms are defi ned in the Listing Rules) in each case in existence as at the date of this agreement, and (in the case of such employee incentive scheme) an issue of rights over securities pursuant to such scheme, or as a result of the conversion or exercise of any securities issued pursuant to such a plan or scheme or otherwise on issue at the date of the Underwriting Agreement.

9.5 Issue of Exchangeable Securities

In conjunction with the Offer, an affi liate of GIC RE has agreed to subscribe for $250 million of perpetual, subordinated securities which are exchangeable into Securities ( Exchangeable Securities ). The Exchangeable Securities will be issued solely to an affi liate of GIC RE on or about 28 November 2008, subject to FIRB approval.

A summary of the key terms of the Exchangeable Securities is set out below.

Issuer	GPT RE as responsible entity of the Trust.
Initial holder	An aff liate of GIC Real Estate Pte Ltd.
Description	Perpetual, unsecured, subordinated
	securities exchangeable into Securities
	(Exchangeable Securities).
Issue size	$250 million.
Distributions	10% per annum, payable semi-annually
	at the absolute discretion of the Issuer.
Distribution and	On the occurrence of a Missed Payment
capital stopper	Event or Missed Exchange Event (as def ned
	in the terms of the Exchangeable Securities),
	distribution and capital restrictions will apply
	in respect of Securities and other equal or
	junior ranking securities of The GPT Group.
	These restrictions will continue to apply
	until the relevant event no longer subsists
	or all of the Exchangeable Securities have
	been exchanged.
Initial exchange	$1.25 (prior to adjustment for the dilutionary
price	effect of the Offer).
Holder exchange	Any time from 41 days following the issue
right	date (subject to the holder obtaining
	FIRB approval).
Voting rights	Yes, in relation to the Trust.
Listing	None.

46 The GPT Group Entitlement Offer

Additional information SEC ~~TIO~~ N 1 ~~0~~

==> picture [206 x 57] intentionally omitted <==

10.1 Nature of the Prospectus

This Prospectus is both a product disclosure statement and a prospectus. In relation to the Trust, it is a product disclosure statement for units which are continuously quoted securities. In relation to GPTMHL, it is a prospectus for shares which are continuously quoted securities. The information in this Prospectus concerning The GPT Group principally concerns:

• The terms and conditions of the Offer as it affects GPTMHL and the Trust; and

• The information necessary for new and existing Securityholders to make an informed assessment of the effect of the Offer on GPTMHL and the Trust and the rights and liabilities of the New Securities.

This Prospectus does not include all of the information that would be included in a prospectus or product disclosure statement for an initial public offering of securities in an entity not already listed on ASX.

10.2 Reporting and disclosure obligations

The Trust was listed on ASX on 29 April 1971. GPTMHL was listed on ASX on 3 June 2005 (after the stapling of its shares to the units in the Trust). Once listed on ASX, the Trust and GPTMHL became subject to disclosure requirements under the Corporations Act and ASX Listing Rules. The Trust and GPTMHL have, since their respective listings, provided ASX with information regarding their activities and that information has been publicly available. This Prospectus is intended to be read in conjunction with that publicly available information. Therefore, investors considering the Offer should read that publicly available information before making an investment decision.

10.3 Continuous disclosure

Both GPTMHL and the Trust are “disclosing entities” under the Corporations Act. As such, they are subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules, including the lodging of annual fi nancial reports, half-year fi nancial reports and any continuous disclosure notices with ASIC.

and matters as they arise for the purposes of ASX making that information available to the stock market conducted by ASX. In particular, The GPTMHL and GPT RE are required under the Listing Rules to immediately notify ASX of any information of which it becomes aware concerning GPTMHL and the Trust which a reasonable person would expect to have material effect on the price or value of its securities (subject to certain limited exceptions).

Copies of documents lodged with ASIC in relation to The GPT Group (other than documents of the type referred to in section 1274(2)(a) of the Corporations Act) are available at the offi ces of ASIC.

You can obtain copies of continuous disclosure documents lodged with ASX in relation to The GPT Group from ASX. You can also review the information available on The GPT Group website.

10.4 Inspection of documents

GPTMHL and GPT RE will provide a copy of each of the following documents free of charge to any person who requests a copy:

• The Trust constitution;

• The GPTMHL constitution;

• The Stapling Deed;

• Annual fi nancial report lodged with ASIC for the year ended 31 December 2007;

• The half year fi nancial report for the half year ended 30 June 2008;

• Any continuous disclosure notice given after the lodgement of the annual report and before the date of the Prospectus ; and

• Any documents lodged with ASIC by The GPT Entities as part of their continuous disclosure obligations, as set out above.

Requests can be made by contacting The GPT 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 during the Offer Period.

These documents are also available at the offi ces of The GPT Entities for inspection.

The GPTMHL and GPT RE as responsible entity of the Trust are also required to notify ASX of information about specifi ed events

The GPT Group Entitlement Offer 47

10.5 Stapling

ASX reserves the right (but without limiting its absolute discretion) to remove GPTMHL and the Trust from the Offi cial List if The GPTMHL Shares or the Trust Units cease to be Stapled together, or if GPTMHL issues securities which are not Stapled to equivalent Trust Units in the Trust.

10.6 Rights and liabilities attaching to New Securities

Each New Security issued pursuant to this Prospectus will comprise one GPTMHL Share and one Trust Unit (issued by GPT RE as responsible entity of the Trust). Each New Security will be issued fully paid. From the date of issue, the New Securities will rank equally with other Existing Securities.

The rights and liabilities attaching to Securities are set out in:

The Directors’ interests in Securities as at the date of this Prospectus are:

==> picture [241 x 20] intentionally omitted <==

----- Start of picture text -----

Name Number of Securities
----- End of picture text -----

	Peter Joseph	50,000
	Malcolm Latham	13,195
	Ian Martin	51,241
	Nicholas Lyons	1,169,115
	Eric Goodwin	12,630
	Kenneth Moss	26,241
	Anne McDonald	10,500

10.8 Advisers’ interests

• The consitution of the Trust;

• The constitution of GPTHML; and

• The stapling deed,

which are summarised in sections 9.1, 9.2, 9.3. A copy of each of these documents is available to any person free of charge by contacting The GPT 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 during the Offer Period.

10.7 Directors’ and other interests

Except as set out below or elsewhere in this Prospectus:

• a. No Director, proposed Director or promoter of The GPT Entities holds or has held in the two years before the date of this Prospectus, any interest:

  • In the formation or promotion of The GPT Group;

• In property acquired or proposed to be acquired by The GPT Group in connection with its formation or promotion or the Offer; or

  • The Offer; and

• b. No amount has been paid or agreed to be paid and no value or any benefi t has been given or agreed to be given to

• Any Director, or proposed Director, to induce him or her to become, or to qualify as, a director of The GPT Entities; or

• Any Director, proposed Director or promoter of The GPT Entities for services that he or she has provided in connection with the formation or promotion of The GPT Entities or the Offer.

Except as set out below or elsewhere in this Prospectus, neither the Underwriters nor any other person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of the Prospectus or a broker to the Offer:

• a. Has any interest, or has had any interest during the last two years, in the formation or promotion of The GPT Entities, or in property acquired or proposed to be acquired by The GPT Group in connection with its formation or promotion, or the Offer; or

• b. Has been paid any amount or agreed to be paid any amount and no value or benefi t has been given or agreed to be given to any such person in connection with services provided by the person in connection with the formation or promotion of The GPT Entities or the Offer.

UBS AG acted as Financial Adviser and Underwriter for the Offer. UBS AG is entitled to receive the fees and commissions described in the summary of the Underwriting Agreement in section 9.4.

Deutsche Bank AG acted as Underwriter for the Offer. Deutsche Bank AG is entitled to receive the fees and commissions described in the summary of the Underwriting Agreement in section 9.4.

Deutsche Bank AG is one of the fi nanciers of The GPT Group’s multi-option syndicated facility. Part of the proceeds of the Offer will be paid to Deutsche Bank AG should The GPT Group repay any amounts owing under the multi-option syndicated facility.

Deutsche Bank AG is a counterparty to a number of derivatives that The GPT Group has entered into in the ordinary course of its activities. As part of the debt reduction process resulting from the conduct of the offer, The GPT Group will re-assess its hedge book and as a result certain derivatives may be closed out. At this stage no specifi c instruments have been identifi ed. The identifi cation of which derivatives The GPT Group will close out will be based on market conditions at the time any such decisions are made. It is possible that some of the derivatives that Deutsche Bank is a counterparty to will be effected.

Goldman Sachs JBWere Pty Limited acted as Underwriter for the Offer. Goldman Sachs JBWere Pty Limited is entitled to receive the fees and commissions described in the summary of the Underwriting Agreement in section 9.4.

48 The GPT Group Entitlement Offer

Allens Arthur Robinson has acted as legal adviser to the Offer and has performed work in relation to due diligence required on legal matters. The GPT Group has agreed to pay Allens Arthur Robinson an estimated fee of $[*] for such services to the date of this Prospectus. Further amounts may be paid to Allens Arthur Robinson in accordance with its usual time based charge out rates.

PricewaterhouseCoopers Securities Ltd has performed professional accountancy services in relation to the Offer. The GPT Group has agreed to pay an estimated fee of $[*] for such services to the date of this Prospectus. Further amounts may be paid to PricewaterhouseCoopers Securities Ltd in accordance with its normal time based charges.

Greenwood & Freehills have acted as tax advisers in relation to the Offer. In respect of work undertaken in relation to the Offer, GPT Entities will pay an estimated fee of $[*] for work up to the date of this Prospectus. Further amounts may be paid to Greenwood & Freehills in accordance with their normal time based charges.

10.9 ASIC relief

ASIC has made in principle decision to grant the following relief to GPT RE:

• a. A modifi cation to section 601GAA3(g) of the Corporations Act as notionally inserted by ASIC Class Order CO 05/26 and an exemption from subsection 601FC(1)(d) of the Corporations Act to enable GPT RE to offer Units (as a component of the Securities) under the Offer to Eligible Institutional Securityholders earlier than to Eligible Retail Securityholders; and

• b. A modifi cation to section 1017E(2) of the Corporations Act to enable GPT RE to use a single bank account into which the Application Monies will be deposited.

If you are an existing Securityholder, The GPT Entities have already collected certain personal information from you, and if you apply for New Securities, The GPT Entities may update that personal information or collect additional personal information.

Such information may be used to assess your Application, to service your needs as a Securityholder, to provide facilities and services that you may request and to undertake appropriate administration. If you do not provide the information requested in the Acceptance Form, your Application may not be able to be processed or accepted.

Your personal information may be disclosed by The GPT Entities, for purposes relating to your Application and holding of Securities only, to its agents, contractors or third party service providers, including:

• The Underwriters, in order to assess your Application;

• a.

• b. The Registry, for ongoing administration of the register;

• c. Printing and mailing houses for the purposes of preparation and distribution of Securityholder information and for handling of mail;

• d. The related bodies corporated of The GPT Group; and

• Other persons authorised under the Privacy Act.

• e.

The GPT Entities aim to ensure that the personal information received from you is accurate, complete and up to date. If you wish to request access to your personal information, please contact our privacy offi cer using the following details:

Mail: Privacy Offi cer, The GPT Group Level 52, MLC Centre 19 Martin Place Sydney NSW 2000

Telephone: (02) 8239 3555 (within Australia) or +61 2 8239 3555 (outside of Australia) Fax: +61 2 9225 9318

ASX has granted the following relief to The GPT Group:

• a. A waiver from ASX Listing Rule 7.1 to permit Securityholders to apply for New Securities in excess of their pro rata entitlement that are not taken up by the Eligible Securityholders under the Offer, and to give Eligible Institutional Securityholders the opportunity to elect to take up their entitlement at an earlier time than Eligible Retail Securityholders;

• b. A waiver from ASX Listing Rule 10.11 to allow The GPT Group’s Directors and their related parties to participate in the Offer without obtaining Securityholder approval; and

• c. A waiver from ASX Listing Rules 3.20 and 7.40 to make the Offer in accordance with the timetable specifi ed in this Prospectus.

• d. A waiver from ASX Listing Rule 7.1 to permit The GPT Group to take into account the New Securities expected to be issued under the Entitlement Offer in determining the number of Exchangeable Securities that could be agreed to be issued to GIC RE without breaching ASX Listing Rule 7.1.

10.12 Unit pricing discretions

GPT RE as responsible entity of the Trust has prepared a policy documenting how it will determine any variable components in the issue price of Units. A copy of this policy is available from GPT RE free of charge.

10.13 Labour standards and social, ethical and environmental considerations

Due to the nature of the investment strategy of The GPT Group, the GPT Entities take account of labour standards and social, ethical and environmental considerations in a variety of ways in the operation of The GPT Group. Investors are referred to the corporate responsibility section of The GPT Group’s website for particular details and disclosures.

10.11 Privacy

The GPT Entities are committed to managing any personal information that they received in a way that complies with the Privacy Act.

The GPT Group Entitlement Offer 49

10.14 Complaints

The GPT Group has internal complaints handling procedures. If you have a complaint then in the fi rst instance you should contact The GPT Group. If you are in any way dissatisfi ed with the manner in which The GPT Group handles your complaint, or if The GPT Group does not satisfactorily resolve your complaint, then you can refer your complaint to an external complaints handling body, the Financial Ombudsman Service. You can contact the Service at:

Financial Ombudsman Service PO Box 3 Melbourne VIC 3001 Telephone: 1300 780 808 Website: www.fos.org.au

10.15 Litigation

The GPT Group is not a party to any current litigation material to the fi nancial standing of The GPT Group and the Directors have no such knowledge of any such potential litigation.

10.16 Consents

The following people have given and have not, before the date of this Prospectus, withdrawn their consent to be named in this Prospectus in the form and context in which they are named:

• UBS AG;

• Deutsche Bank AG;

• Goldman Sachs JBWere Pty Limited;

• Allens Arthur Robinson;

• PricewaterhouseCoopers;

• PricewaterhouseCoopers Securities Ltd;

• Greenwoods & Freehills;

• Link Market Services Limited; and

• Government of Singapore Investment Corporation Pte Ltd.

10.17 Directors’ consent and authorisation

Each Director of The GPT Entities has given and has not withdrawn their consent to the issue of this Prospectus, and to its lodgement with ASIC.

50 The GPT Group Entitlement Offer

GLO ~~SS~~ ARY

==> picture [206 x 57] intentionally omitted <==

Acceptance Form	a personalised acceptance form accompanying this Prospectus pursuant to which Applicants may apply
	for New Securities.
Applicant	an eligible individual or entity who submits an Application together with Application Monies (or makes
	a payment via BPAY®).
Application	an application for New Securities in the Offer made by an Applicant in an Acceptance Form or such other
	form as approved by The GPT Group.
Application Monies	monies received from persons applying for New Securities pursuant to the terms of the Entitlement Offer.
ASIC	Australian Securities and Investments Commission.
ASTC Settlement Rules	the settlement rules of ASX Settlement and Transfer Corporation Pty Limited ACN 49 008 504 532.
ASX	Australian Securities Exchange Limited ACN 008 624 691 or the market conducted by it as the
	context requires.
ATO	Australian Taxation Off ce.
Babcock & Brown Joint Venture	See section 4.7.3.
Business Day	a Business Day as def ned in the Listing Rules.
Closing Date	the Closing Date for the Retail Entitlement Offer, being 5.00pm (Sydney time), [17 November 2008].
Corporations Act	Corporations Act 2001 (Cth) and Corporations Regulations 2001 (Cth).
Deutsche Bank AG	Deutsche Bank AG, Sydney Branch.
Directors	the Directors of The GPT Group.
Distributable Amount	means the amount determined in accordance with clause 9.3(a) of the constitution of the Trust.
Distribution Calculation Date	means 31 March, 30 June, 30 September and 31 December in each year or such other dates as GPT RE
	as responsible entity of the Trust may determine.
Distribution Entitlement	means the entitlement to a Distributable Amount determined in accordance with clause 9.3(b) of the
	constitution of the Trust.
Distribution Period	means:
	for the last Distribution Period, the period beginning on the day after the preceding Distribution a.
	Calculation Date to the date of termination of the Trust; and
	in all other circumstances, the period beginning on the day after the preceding Distribution Calculation b.
	Date to the next occurring Distribution Calculation Date.
dollar or $ or A$	Australian dollars.
DRP	distribution and dividend reinvestment plan
DTA	double tax agreement.

The GPT Group Entitlement Offer 51

Eligible Institutional	a Securityholder (either directly or through a custodian) as at the Record Date, who is not a US Person
Securityholder	or acting for the account or benef t of a US Person, and to whom the Issuers or the Underwriters have
	extended an offer to subscribe for New Securities under the Institutional Entitlement Offer on the basis of
	the Issuers’ or the Underwriters’ belief that they were an Institutional Investor.
Eligible Offshore Fund Manager	a dealer or other professional f duciary organised, incorporated or (if an individual) resident outside the
	United States acting solely for an account held for the benef t or account of persons that are US Persons
	for which it has sole investment discretion.
Eligible Retail Securityholder	a person who is an Eligible Retail Securityholder as described in section 2.6(b).
Eligible Securityholder	a person who is an Eligible Institutional Securityholder or an Eligible Retail Securityholder.
Entitlement	the entitlement to 1 New Security for every 1 Existing Security held in The GPT Entities on the Record Date
	by persons eligible to participate.
Entitlement Offer	offer of approximately [2.2] billion New Securities to Eligible Securityholders in the proportion of 1 New
	Security for every 1 Existing Security held on the Record Date.
EPS	earnings per Security.
Exchangeable Securities	perpetual, unsecured, subordinated exchangeable securities issued by GPT RE as responsible entity of the
	Trust on or about 28 November 2008, as described in Section 9.5.
Exchangeable Securities	the placement of Exchangeable Securities to GIC RE to raise $250 million.
Placement
Existing Securities	Securities on issue at 7.00pm (Sydney time) on the Record Date.
Expiry Date	[22 November 2009].
Final Allotment	allotment of New Securities issued under the Retail Entitlement Offer (28 November 2008).
Financial Information	The GPT Group’s forecast consolidated income statement for the year ending 31 December 2008, •
	comprising the actual results for the six months ended 30 June 2008 and forecast results for the six
	months ending 31 December 2008 as set out in section 5.2.1;
	The GPT Group’s forecast f nancial information for the 12 months to 31 December 2009 (excluding the •
	Babcock & Brown Joint Venture) as set out in section 5.2.1; and
	The Pro Forma Balance Sheet of The GPT Group consisting of the consolidated balance sheet as •
	at 30 June 2008 adjusted for the pro forma transactions relating to this Prospectus as if those
	transactions had occurred at that date as set out in, section 5.3.
FIRB	Foreign Investment Review Board.
Forecast Period	period from 1 September 2008 to 31 December 2009.
GIC	the Government of Singapore Investment Corporation Pte Ltd., GIC Real Estate Pte Ltd. and their
	aff liates, being any entity that directly, or indirectly through one or more intermediaries, controls, or is
	controlled by those entities.
GIC RE	GIC Real Estate and GIC Real Estate Aff liates.
GLA	gross lettable area.
Goldman Sachs JBWere Pty	Goldman Sachs JBWere Pty Limited.
Limited
GPT Entities	GPTMHL and/or Trust, as the context requires.
GPT RE	GPT RE Limited ACN 107 426 504, AFSL 286511.
GPT Shareholder	the registered holder of a GPTMHL Share.
GPTMHL	GPT Management Holdings Limited ACN 113 510 188.
GPTMHL Share	an ordinary share in GPTHML.
Gross Asset Value	means the sum of:
	the value of the Trust Fund; a.
	any other amounts which, in the opinion of GPT RE as responsible entity of the Trust should b.
	be included for the purpose of making a fair and reasonable determination of the value of the Trust
	on an undiscounted basis, having regard to generally accepted principles.

52 The GPT Group Entitlement Offer

GWOF	GPT Wholesale Off ce Fund No. 1 ARSN 120 538 212 and GPT Wholesale Off ce Fund No. 2 ARSN 120 538 365.
GWSCF	GPT Wholesale Shopping Centre Fund. No.1 ARSN 124 427 872 and GPT Wholesale
	Shopping Centre Fund No.2 ARSN 124 428 137.
Initial Allotment	allotment of New Securities issued under the Institutional Entitlement Offer or New Securities under the
	Retail Entitlement Offer for which valid acceptances have been received (11 November 2008).
Ineligible Institutional	a Securityholder who, if they had a registered address in Australia or New Zealand would, in the
Securityholder	reasonable opinion of the Issuers, be an Institutional Investor, but who the Issuers and the Underwriters
	agree will not receive an offer under the Institutional Entitlement Offer.
Ineligible Retail Securityholder	a Securityholder who is not an Eligible Institutional Securityholder, an Ineligible Institutional
	Securityholder or an Eligible Retail Securityholder.
Ineligible Securityholder	an Ineligible Institutional Securityholder or an Ineligible Retail Securityholder.
Initial Closing Date	last date for Eligible Retail Securityholders to lodge an Application to be allotted New Securities at the
	same time as under the institutional Entitlement Offer. [4 November 2008].
Institutional Investors	a person in a jurisdiction agreed between the Issuers and the Underwriters, to whom offers and issues
	of New Securities may lawfully be made without the need for disclosure to investors under Chapter 6D
	or Part 7.9 of the Corporations Act or without any other lodgement, registration or approval with or by
	a government agency (other than one with which The GPT Group, in its absolute discretion, is willing to
	comply), provided that if such person is in the United States, or is, or is acting for the account or benef t of,
	a US Person (other than an Eligible Offshore Fund Manager) it must be a QIB.
Institutional Entitlement Offer	the offer of New Securities to Eligible Institutional Securityholders, certain other Institutional Investors
	and US Private Placement Offerees as described in section 2.5.
Issuers	GPT Management Holdings Limited (GPTMHL) and GPT RE Limited (GPT RE) as responsible entity of
	General Property Trust (Trust).
Listing Rules	the Listing Rules of ASX, as waived from time to time.
LVR	loan to value ratio.
NTA	net tangible assets per Security.
New Securities	Securities offered for subscription on the basis of, and under the terms of, the Entitlement Offer.
Offer	The Entitlement Offer and the Exchangeable Securities Placement.
Entitlement Offer Period	the period commencing on the Institutional Entitlement Offer opening date (being [22 October 2008]) and
	ending on the Closing Date.
Entitlement Offer Price	$[0.60] per New Security, being the price payable for New Securities under the Entitlement Offer.
Off cial List	the off cial list of entities that ASX has admitted and not removed.
Privacy Act	Privacy Act 1988 (Cth).
Pro Forma Balance Sheet	the unaudited The GPT Group pro forma consolidated balance sheet as at 30 June 2008 adjusted for the
	effect of certain transactions since that date and the Offer.
Prospectus	this document dated [24 October 2008] which consists of a prospectus issued by GPTMHL and a product
	disclosure statement issued by GPT RE.
QIB	a “qualif ed institutional buyer” as def ned in Rule 144A under the US Securities Act.
Record Date	the date for determining entitlements under the Entitlement Offer, being 7.00pm (Sydney time) on
	[27 October 2008].
Registry	Link Market Services Limited ABN 54 083 214 537.
Retail Entitlement Offer	the offer of New Securities to Eligible Retail Securityholders as described in section 2.6.
Security	one GPTMHL Share and one Trust Unit which are Stapled to each other (being GPT securities).
Securityholder	the registered holder of a Security.
SFA	the Securities and Futures Act, Chapter 289 of Singapore.
Stapled or Stapling	in the case of two or more securities, being on the Off cial List together so that one such security may not
	be dealt with without the other or others being dealt with in an identical manner and at the same time and
	with such restriction on dealing being denoted on the register of each such stapled security.

The GPT Group Entitlement Offer 53

Stapling Deed	the stapling deed between GPTMHL and the Trust.
The GPT Group	GPTMHL, Trust and each of their controlled entities.
Top-Up Securities	New Securities issued by way of a placement, to ensure that all Eligible Securityholders receive their full
	Entitlement under the Offer, as described in section 3.12.
Trust	General Property Trust ARSN 090 110 357.
Trust Fund	means all the cash, investments, rights and other property of the Trust (including but not limited
	to, each instalment in respect of each partly paid unit).
Trust Unit	a unit in the Trust.
Trust Unitholder	the registered holder of a Trust Unit.
UBS AG	UBS AG, Australia Branch ARBN 088 129 613
Underwriters	UBS AG, Deutsche Bank AG and Goldman Sachs JBWere Pty Limited.
Underwriting Agreement	has the meaning given in section 9.5.
Units	Trust Units (as applicable).
US Person	has the meaning given in Regulation S under the US Securities Act.
US Private Placement	the offer and issue of New Securities in the United States, or to US Persons, concurrently with the
	Institutional Entitlement Offer to US Private Placement Offerees, pursuant to an exemption from the
	registration requirements of the US Securities Act.
US Private Placement Offerees	a limited number of Securityholders as at the Record Date in the United States, or that are US persons,
	that the Issuers and the Underwriters in their capacity as administration agents for the US Private
	Placement, have determined to be QIBs and whose participation in the US Private Placement the
	Underwriters in their capacity as placement agent have expressly approved.
US Securities Act	the US Securities Act of 1933, as amended.
US$	US dollars.

54 The GPT Group Entitlement Offer

DIR ~~EC~~ TOR ~~Y~~

==> picture [206 x 57] intentionally omitted <==

The GPT Group

Comprising:

• GPT Management Holdings Limited (ACN 113 510 188) and

• GPT RE Limited (ACN 107 426 504) (AFSL 286511)

As Responsible Entity for:

Auditor

PricewaterhouseCoopers 201 Sussex Street Sydney NSW 2000

Australian Taxation Adviser

• General Property Trust (ARSN 090 110 357)

Registered Offi ce

Level 52, MLC Centre 19 Martin Place Sydney NSW 2000

Financial Adviser, Joint Lead Manager and Underwriter

UBS AG, Australia Branch Level 16, Chifl ey Tower 2 Chifl ey Square Sydney NSW 2000

Joint Lead Managers and Underwriters

Deutsche Bank AG, Sydney Branch Level 16, Deutsche Bank Place Cnr Hunter and Phillip Streets Sydney NSW 2000

Greenwoods and Freehills Level 39, MLC Centre Martin Place Sydney NSW 2000

Principal Registry

Link Market Services Limited Level 12 680 George Street Sydney NSW 2000

Website

www.gpt.com.au

The GPT Group Offer Information Line

1800 190 082 (Australia)

+612 8280 7196 (from outside Australia)

Goldman Sachs JBWere Pty Limited Level 48, Governor Phillip Tower 1 Farrer Place Sydney NSW 2000

Australian Legal Adviser

Allens Arthur Robinson Level 28, Deutsche Bank Place Cnr Hunter and Phillip Streets Sydney NSW 2000

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This PROSPECTUS AND PRODUCT DISCLOSURE STATEMENT was printed using paper certifi ed under the Programme for the Endorsement of Forest Certifi cation scheme (PEFC). PEFC is an international certifi cation programme which assures consumers and stakeholders that the utilised forestry products can be traced from a certifi ed, responsibly managed forest through all stages of the processing and production PEFC/xx-xx-xx supply chain, by a chain of custody process.