GPT GROUP — Capital/Financing Update 2008

Oct 22, 2008

Capital Raising Presentation 23 October 2008

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

IMPORTANT NOTICE

This Presentation is issued by GPT RE Limited as responsible entity for General Property Trust and GPT Management Holdings Limited (together, the GPT Group ).

This Presentation and its contents have been distributed in confidence and may not be reproduced or disclosed to any other person except those within your organisation. Upon request you must promptly return this Presentation, together with any other materials received in connection with it, to the GPT Group without retaining any copies.

This Presentation is in relation to an entitlement offer of New Stapled Securities of the GPT Group to be made to:

• Eligible institutional securityholders of the GPT Group ( Institutional Entitlement Offer ); and

• Eligible retail securityholders of the GPT Group under a combined product disclosure statement and prospectus (the Prospectus ) expected to be lodged with the Australian Securities and Investments Commission ( ASIC ) on or about 22 October 2008 ( Retail Entitlement Offer ),

(together the Entitlement Offer ).

This Presentation is not a prospectus, disclosure document or offering document under Australian law or under any other law. It is for information purposes only. The Prospectus for the Retail Entitlement Offer will be available following its lodgement with ASIC. Any Eligible Retail Security Holder who wishes to participate in the Retail Entitlement Offer should consider the Prospectus in deciding whether to apply under that offer. Anyone who wants to apply for Stapled Securities under the Retail Entitlement Offer will need to apply in accordance with the instructions on the Acceptance Form which will accompany the Prospectus.

This Presentation does not purport to contain all the information that a prospective investor may require in evaluating a possible investment in the GPT Group nor does it contain all the information which would be required in a product disclosure statement or prospectus prepared in accordance with the requirements of the Corporations Act 2001 . Prospective investors should conduct their own independent investigation and assessment of the Entitlement Offer and the information contained in, or referred to in, this Presentation.

The information in this Presentation does not constitute financial product advice (nor investment, tax, accounting or legal advice) and has been prepared without taking account of any person's investment objectives, financial situation or particular needs.

Statements in this Presentation are made only as of the date of this Presentation unless otherwise stated and the information in this Presentation remains subject to change without notice. The GPT Group is not responsible for providing updated information to any prospective investors.

Any forecast or other forward looking statement contained in this Presentation are subject to known and unknown risks and uncertainties and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. There are usually differences between forecast and actual results because events and actual circumstances frequently do not occur as forecast and these differences may be material. You are cautioned not to place undue reliance on forward looking statements.

This Presentation does not and will not form any part of any contract for the acquisition of securities in the GPT Group. It does not constitute an invitation to apply for Stapled Securities under the Entitlement Offer and does not contain any application form for the Entitlement Offer.

The GPT Group reserves the right to withdraw, or vary the timetable for the Entitlement Offer.

Nothing in this Presentation should be considered as a solicitation, offer or invitation in any place where, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register the Entitlement Offer outside Australia. The distribution of this Presentation outside Australia may be restricted by law. Persons who come into possession of this presentation who are not in Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws.

None of the GPT Group, or UBS AG, Australia Branch, Goldman Sachs JBWere Pty Ltd or Deutsche Bank AG, Sydney Branch (collectively, the Underwriters), their affiliates, related bodies corporate or the officers, employees, partners, directors or advisers of any of them (together, the Beneficiaries ) guarantee or make any representation or warranty as to, or take responsibility for, the accuracy, reliability or completeness of the information contained in this Presentation. Nothing contained in this Presentation is, or shall be relied upon as, a promise, representation, warranty or guarantee, whether as to the past, the present or the future.

To the maximum extent permitted by law, the Beneficiaries disclaim all liability that may otherwise arise due to any information contained in this Presentation being inaccurate or due to information being omitted from this document, whether by way of negligence or otherwise. The recipient agrees, to the fullest extent permitted by the law, that they shall not seek to sue or to hold the Beneficiaries liable in any respect in connection with this Presentation. No Beneficiary guarantees the repayment of capital or any particular rate of income or capital return on an investment in the GPT Group. Past performance does not guarantee that future performance will be the same or even similar.

Each recipient of this Presentation represents and warrants that it is a professional or sophisticated investor, or a wholesale client, for the purposes of the Corporations Act 2001.

No person is authorised to give any information or make any representation in connection with the offer which is not contained in this Presentation. Any information or representation not so contained may not be relied upon as being authorised by the GPT Group or any person associated with it in connection with the Entitlement Offer.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any "U.S. person" (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act") ("US Person")). Neither the entitlements nor the Stapled Securities offered under the Entitlement Offer have been or will be registered under the Securities Act, and may not be offered or sold in the United States or to, or for the account or benefit of, any US Person except in a transaction pursuant to an exemption from, or not subject to, the registration requirements of the Securities Act and any other applicable laws.

INTERESTS OF THE UNDERWRITERS

The Underwriters, their affiliates, directors, officers, employees, agents or associates may, from time to time, hold interests in the securities of, or earn brokerage, fees or other benefits from the GPT Group. ACCEPTANCE

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By attending an investor presentation or briefing, or accepting, accessing or reviewing this document you agree to the above.

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GPT - Capital Raising Presentation Executive Summary GPT - High Quality Australian Portfolio Financial Analysis Capital Management Offer Details Appendices:

• A. GIC Real Estate Ownership

• B. Sensitivity Analysis

• C. Australian Investment Assets as at 30 June 2008

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Executive Summary

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Executive Summary

• GPT proposes to undertake a capital raising of a minimum of $1.6 billion to significantly reduce gearing and increase covenant headroom

• GPT has negotiated an increase in its look through gearing covenant from 50% to 55% with its European syndicated bank facility lenders

• The raising is expected to have a positive impact on GPT’s credit rating outlook

• The capital raising provides GPT with a significant buffer against covenants and will remove this issue as a focus for the equity market

• GPT’s business plan and debt maturities are fully funded through to January 2010

• The raising will further enhance GPT’s existing relationship with GIC Real Estate of Singapore (“GIC RE”)

• GPT will prudently exit overseas assets and return to its core focus of being a high quality, diversified Australian focused A-REIT

• Board and management transition to occur

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Rationale: Why Are We Here?

• GPT needs to de-lever in the current environment

• The AUD has devalued dramatically since 30 June 2008

• 16% fall in the AUD / Euro rate

• 27% fall in the AUD / USD rate

• This has materially impacted GPT’s headroom in relation to its covenant levels, before the impact of any movements in asset value

• GPT has considered a number of alternatives to address this issue

• The Board has determined that a capital raising to reduce leverage and reposition GPT is the best alternative for Securityholders

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Rationale for the Raising

• GPT controls a high quality, diversified portfolio of institutional class property assets in Australia

• The equity market is currently placing very significant focus on debt and refinancing risk

• The capital raising is intended to address this concern

Balance Sheet Gearing

Look Through Gearing

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50%
Buffer³ = 28% devaluation in the entire
LVR covenant = 40%
portfolio
40%
11% 29%
30%
2%
26%
20% 37%
29%
10%
0%
30-Jun-08 Capital raising¹ Pro forma Pro forma
adjustments²
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Buffer ³ = 24% devaluation in the entire
60% LVR covenant = 55% � portfolio
50%
42%
9%
40% 4%
38%
30%
47%
20% 42%
10%
0%
30-Jun-08 Capital raising¹ 1 Pro forma 2 Pro forma
adjustments²
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Notes:

1. Capital raising comprises a 1 for 1 entitlement offer at $0.60 and exchangeable securities placement with proceeds of $250 million. Adjustments made for June quarter DRP

2. FX and other post balance date adjustments. A$/€ fallen from 0.6086 to 0.5100 and A$/US$ from 0.9586 to 0.7000 since 30 June 2008

3. Based on valuations as at 30 June 2008

4. Previously 50%; consent from European syndicated bank facility lenders to increase covenant to 55%

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Offer Overview

� GPT currently has 2.2 billion securities on issue

� The Offer comprises

• A 1 for 1 non-renounceable entitlement offer to all Securityholders, with a bookbuild range of $0.60–$0.75 (35%–48% discount to closing price at 21 October 2008)

• A placement to GIC RE of $250 million perpetual exchangeable securities with an exchange price of $1.25 (on a pre-raising basis). This is equal to 5.5% of GPT’s diluted capital post raising

• GIC RE will sub-underwrite 504 million new securities in the retail component of the issue, and will receive a subsequent placement if required to increase its fully diluted ownership of GPT to a minimum of 12.0% (including notional exchange of the perpetual exchangeable securities)

• GIC RE investment subject to FIRB approval

• Minimum total raising of $1.6 billion

• The DRP will be suspended immediately and is not expected to be utilised through to 31 December 2009

• Securities rank equally from allotment but will not qualify for the September distribution to be announced on 28 October 2008

• UBS is financial adviser. Fully underwritten by UBS, Deutsche Bank and Goldman Sachs JBWere

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Enhanced Relationship with GIC RE

• GIC RE is recognised as one of the world’s pre-eminent global real estate investors with a long term value focus

• GPT has a longstanding relationship with GIC RE

• GIC RE is currently an existing investor in GPT’s ordinary securities

• GIC RE currently has investments in both of GPT’s Australian wholesale funds

• The relationship will be further enhanced through the raising with GIC’s real estate experience

• GIC RE will hold 12.0%-18.0% of GPT’s ordinary securities on a fully diluted basis

• A GIC RE representative will be invited to join the GPT Board

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

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Board and Management Transition

• Nic Lyons will discontinue as Managing Director and Chief Executive Officer of GPT effective immediately

• Michael O’Brien to act as CEO in a stand-in capacity whilst a search is completed to identify a suitable replacement

• Peter Joseph (Chairman) will not be standing for re-election at the AGM in May 2009. GPT will commence a process of identifying a new Chairman on conclusion of the capital raising

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Strategy Update

• At the half year results, GPT announced an intention to exit US Seniors and stabilise the European Funds Management business

• No intention to commit further investment capital offshore

• Focus will return to core Australian portfolio

Babcock & Brown Joint Venture

• Pursuing asset sales as market conditions allow and where it is prudent

• Expect return hurdles will not be met for 2009

European Funds Management

• Currently loss making

• Fund raising conditions in Europe remain difficult

• Seeking to stabilise

US Seniors

• In discussion with the manager, Benchmark Assisted Living, to sell the portfolio

• Joint Venture then begins formal 3 year asset realisation process

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Distribution Policy

• GPT proposes to pay a distribution equal to 90 – 100% of underlying realised earnings post financing costs and exchangeable security distribution, excluding development profits and income from the Babcock & Brown Joint Venture

• Retained earnings will be used to fund capital expenditure or further reduce debt

• Distributions from Babcock & Brown Joint Venture earnings will be considered in future based on GPT’s capital needs

• The DRP is to be suspended immediately

• Forecast 2009 DPS of 7.2 cps

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GPT - High Quality Australian Portfolio

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Overview of GPT

Overseas/ non-core 21% Core Australian 73% Hotel/ tourism 6% $13,028 Total portfolio $9,529 Total core Australian assets $802 Other/overseas2 $1,887 BNB JV $810 Australian hotel/tourism $m 30 June 2008 Core Australian assets1 Retail $5,380 Office $3,320 Industrial $829	Overseas/ non-core 21% Core Australian 73% Hotel/ tourism 6% $13,028 Total portfolio $9,529 Total core Australian assets $802 Other/overseas2 $1,887 BNB JV $810 Australian hotel/tourism $m 30 June 2008 Core Australian assets1 Retail $5,380 Office $3,320 Industrial $829
	30 June 2008
$m
Core Australian assets1
Retail	$5,380
Office	$3,320
Industrial	$829
Total core Australian assets	$9,529
Australian hotel/tourism	$810
BNB JV	$1,887
Other/overseas2	$802
Total portfolio	$13,028

• The majority of our assets remain core, top quality Australian assets

• There has been significant focus by the market on GPT’s overseas exposures

• The JV, US Seniors and European warehoused assets will be exited over time

• GPT has no intention to commit further investment capital offshore

• The key focus is and will remain the core Australian portfolio

Notes:

1. Includes wholesale fund co-investment; Retail includes Floreat Forum (book value $127m) and homemaker centres (book value $399m), which are being held for sale

2. Includes US Seniors and funds management Europe

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GPT’s Core Australian Investment Portfolio High Quality Assets

• Australian core investment assets represent 73% of the Group’s investment portfolio by value, including its interests in the wholesale office and shopping centre funds (managed by GPT)

• The portfolio is diversified by sector and geography, and includes extremely high quality assets

Composition of core Australian portfolio

Portfolio current cap rates (weighted average)

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Industrial,
$829m, 9%
Office²,
$3,320m,
Retail¹,
35% $5,380m,
56%
Notes:
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1. Includes wholesale fund co-investment, Floreat Forum and homemaker centres

2. Includes wholesale fund co-investment

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8% 7.5%
7%
6.1% 6.1%
5.9%
6%
5%
4%
3%
2%
1%
0%
Retail¹ Office² Industrial Portfolio average
Notes:
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1. Includes wholesale fund co-investment, Floreat Forum and homemaker centres

2. Includes wholesale fund co-investment

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Retail Assets 56% of the Core Australian Portfolio

• GPT’s Australian retail portfolio comprises 11 shopping centre assets and 7 Homemaker centres in addition to GWSCF

• One of the largest portfolios in Australia, including regional, sub-regional and community centres

• Includes 10 of Australia’s most productive assets as measured by Shopping Centre News’ annual “Big Guns” survey

• The GPT Wholesale Shopping Centre Fund (GPT holds 39.8%) owns a further 9 assets and is managed by GPT

GPT centres ranked nationally by MAT

GPT centres ranked nationally by MAT/m2

Centre	Rank	State	MAT $m	Centre	Rank	State	MAT/m2
Highpoint	4	VIC	735.0	Sunshine Plaza	7	QLD	7,688
Erina Fair	17	NSW	571.5	Melbourne Central	8	VIC	7,563
Westfield Penrith	20	NSW	562.5	Charlestown Square	12	NSW	7,423
Macarthur Square	22	NSW	506.3	Casuarina Square	13	NT	7,416
Sunshine Plaza	31	QLD	425.7	Westfield Woden	14	ACT	7,323
Westfield Woden	32	ACT	425.1	Westfield Penrith	19	NSW	7,087
Charlestown Square	52	NSW	339.8	Highpoint	28	VIC	6,842
Melbourne Central	55	VIC	328.5	Erina Fair	44	NSW	6,329
Casuarina Square	56	NT	327.3	Macarthur Square	49	NSW	6,161
Dandenong Plaza	78	VIC	226.5	Dandenong Plaza	80	VIC	4,039

Note:

1. MAT refers to Moving Annual Turnover, a measure of sales generated by retail tenants of the centre

Source:

Shopping Centre News “Big Guns” annual survey, 2008

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Retail Assets Consistent Sales and Income Growth

• GPT’s retail assets have produced consistent growth in comparable sales and income over time

• The portfolio has consistently maintained occupancy above 99%

• The portfolio’s specialty tenants generally have annual reviews fixed at 4-5% pa, which has provided structured income growth

• Weighted average capitalisation rate is consistent with the other A-REITs holding regional shopping centre assets

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Portfolio capitalisation rates:
A-REIT retail portfolios [1]
7.0%
6.5%
5.9%
6.0%
5.8%
5.5%
5.5%
5.0%
4.5%
4.0%
GPT Westfield CFS Retail
Source: Company filings
Notes:
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1. Cap rates shown are for Australian centres only. GPT includes Floreat Forum and Homemaker centres

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Growth in sales and comparable income[2]

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7.0%
6.0%
5.0%
4.0%
3.0%
2.0%
1.0%
0.0%
Comparable income growth Speciality MAT growth
6.4%
6.2%
4.8%
4.3% 4.3% 4.4%
4.0% 4.0% 4.1% 4.0%
3.3% 3.3%
2.3%
1.3%
2002 2003 2004 2005 2006 2007 2008
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1. Excludes centres under development for 2003/04

Office Assets 35% of the Core Australian Portfolio

• One of the largest and highest quality office portfolios in Australia, comprising assets held on balance sheet and through investment in the GPT Wholesale Office Fund (GWOF)

• 98% of the portfolio by value is classified as Premium or A-Grade quality, including a number of iconic assets

• The quality of the portfolio has assisted in maintaining its occupancy rate at very high levels over time, above the national average

� GWOF (GPT holds 38.2%) owns a further 10 assets and is managed by GPT Office portfolio by grade[1] GPT office portfolio occupancy vs national average

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B-Grade
2%
A-Grade
38%
Premium
60%
Notes:
1. Includes GPT Group and GWOF owned assets
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100%
98%
96%
94%
92%
90%
88%
86%
2000 2001 2002 2003 2004 2005 2006 2007 2008
GPT Australian CBD average
Source:
PCA
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Office Assets Long Lease Tail Secures Income

• A weighted average remaining lease term of 5.6 years, providing a secure, long term income stream

• At June 2008, the portfolio was approximately 6.3% under-rented[1]

• A number of in-place leases have stepped rental increases averaging 4-5% pa growth

GPT office portfolio: lease expiry profile[2]

Portfolio capitalisation rates A-REIT office portfolios[3]

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60% 7.5%
6.9%
7.0% 6.8% 6.8%
50% 6.5%
6.4%
6.5%
6.1%
40% 6.0%
5.5%
30%
5.0%
4.5%
20%
4.0%
10%
0%
Vacant 2008 2009 2010 2011 2012 Beyond
GPT Dexus
Office
Office Stockland ING Office Macquarie
Commonwealth
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Note:

1. Passing rent deemed to be below that assessed to be market rent by independent valuers

2. GPT and GWOF owned assets (by area)

Note:

1. Cap rates shown are for Australian assets only; per company filings as at 30 June 2008

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Industrial/Business Park Portfolio 9% of the Core Australian Portfolio

• This portfolio consists of quality investment assets and over 530,000m[2 ] of land for future development

• Long weighted average lease term of 7.3 years providing a secure income stream

• At June 2008, the portfolio was 100% occupied. A majority of the assets have stepped rental increases in place averaging 3.5% pa

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GPT Industrial/Business Park Portfolio
lease expiry profile [1]
80%
70%
60%
50%
40%
30%
20%
10%
0%
2008 2009 2010 2011 2012 Beyond
Note:
1. By income
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Portfolio capitalisation rates A-REIT industrial portfolios[2]

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8.0%
7.6%
7.5% 7.5%
7.5%
7.0% 7.0%
7.0%
6.5%
6.0%
GPT ING Industrial Goodman Dexus Stockland
Source: Company filings
Note:
2. Cap rates shown are for Australian centres only, as at 30 June 2008
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Financial Analysis

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Financial Analysis Scenarios

• The following 3 slides present hypothetical NTA and gearing scenarios assuming a range of potential asset value changes

• The slides are for illustrative purposes only

• GPT board and management have no verifiable basis on which to amend asset values or the value of the Group’s investment in the Babcock & Brown Joint Venture

• As per usual practice, asset values will be reviewed for 31 December 2008 accounts

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Financial Analysis NTA Scenarios

Assuming Jumbo offer clears at $0.60

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$4.00
Premium/
$3.50 (discount) to NTA [4]
Westfield 23.7%
$3.00 Commonwealth Office (10.2%)
CFS Retail (0.1%)
$2.50
$2.00
$3.68 $1.56
$1.37
$1.50 $1.21
71% $1.07
62%
$1.00 $2.09 56%
50%
44%
$0.50
$0.60 $0.60 $0.60 $0.60 $0.60
$0.00
30-Jun-08 Pro forma¹ Offer price BNB JV exited for zero … and 50bps cap rate … and 100bps cap rate … and 150bps cap rate
value…² expansion³ expansion³ expansion³
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Notes:

1. NTA as at 30 June 2008 adjusted for a 1 for 1 entitlement offer at $0.60, issue of 200m exchangeable securities at an issue price of $1.25, foreign exchange movements and other post balance date adjustments

2. Assumes GPT write-off of both preferred and ordinary equity, however, no longer look through to JV debt

3. Cap rate expansion applied to GPT’s domestic and offshore assets

4. Company filings as at 30 June 2008 with CFS Retail adjusted for $325m capital raising. Pricing from IRESS as at 21 October 2008

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Financial Analysis Balance Sheet Gearing Scenarios

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50%
45% 43%
LVR covenant = 40% 40%
40% 37%
35%
14%
35%
11%
8%
6%
30%
25%
20%
37%
15%
29% 29% 29% 29% 29%
10%
5%
0%
30-Jun-08 Pro forma¹ BNB JV exited for zero … and 50bps cap rate … and 100bps cap rate … and 150bps cap rate
1 value…² expansion³ expansion³ expansion³
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Notes:

1. Gearing as at 30 June 2008 adjusted for a 1 for 1 entitlement offer, issue of 200m exchangeable securities at an issue price of $1.25, foreign exchange movements and other post balance date adjustments. Assumes entitlement offer is priced at $0.60

2. Assumes GPT write-off both preferred and ordinary equity, however, no longer look through to Babcock & Brown Joint Venture debt

3. Cap rate expansion applied to GPT’s domestic and offshore assets

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Financial Analysis Look Through Gearing Scenarios

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70%
65%
60%
LVR covenant = 55%
55%
47%
50%
44%
45% 42%
8%
5%
40% 3%
35%
30%
25%
47%
42%
20% 39% 39% 39% 39%
15%
10%
5%
0%
30-Jun-08 Pro forma¹ BNB JV exited for zero … and 50bps cap rate … and 100bps cap rate … and 150bps cap rate
value…² expansion³ expansion³ expansion³
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Notes:

1. Gearing as at 30 June 2008 adjusted for a 1 for 1 entitlement offer, issue of 200m exchangeable securities at an issue price of $1.25, foreign exchange movements and other post balance date adjustments. Assumes entitlement offer is priced at $0.60

2. Assumes GPT write-off both preferred and ordinary equity, however, no longer look through to Babcock & Brown joint venture debt

3. Cap rate expansion applied to GPT’s domestic and offshore assets

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Financial Analysis Profit and Loss

	Year ending 31 Dec 08	Year ending 31 Dec 09
	Forecast $m	Forecast $m
Retail, office, industrial and funds management Australia1	536	543
Hotel/tourism	57	60
Financing costs	(248)	(220)
Corporate costs2	(16)	(33)
Domestic realised operating income	329	351
Funds management Europe and US Seniors Housing	(12)	(3)
Babcock & Brown Joint Venture	123	Not quantified3
Development	28	-
Total realised operating income4	468	347
Exchangeable security distribution5	2	25
Distribution to Securityholders (cents)6	17.7	7.2

Notes:

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 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

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. Reflects the increased number of securities on issue from 5 November 2008

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Financial Analysis 2009 Distribution Yield

� On the basis of Australian distributable earnings only - JV offers upside potential

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14%
GPT distribution yield at $0.60 issue price
12%
12.1%
10%
8%
6% 6.3%
6.1%
5.4%
4%
2%
0%
Distribution yield¹ Commonwealth Office Westfield CFS Retail
Balance sheet gearing [2] :
29% 26% 30% 26%
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Source: UBS Research distribution estimates, IRESS as at 21 October 2008 Notes:

1. Total GPT distributable earnings excluding joint venture. If FY08 joint venture earnings were included and assuming FY08 joint venture earnings were equal to FY09 earnings, distribution yield would be c.17%

2. Gearing as at 30 June 2008 with GPT adjusted for capital raising and foreign exchange movements. Calculated as total debt/total tangible assets

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Financial Analysis Balance Sheet[1]

		30 June 2008		30 June 2008
	$ million	Actual	Adjustments	Pro forma post offer
	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 profits, 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 profiles and discussions with lenders; accordingly the pro forma post offer gearing level will be achieved progressively as this takes place

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28

Capital Management

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Indicative Use of Proceeds

Proceeds will be used to retire debt

Facility	Currency	Outstanding at 30 June 2008 (A$m)1	Maturity
MTN	AUD	100	Aug-08
MTN	AUD	700	Mar-09
Hamburg Bridge facility	USD	94	Dec-08
Bank Loan	AUD	200	Jun-11
Multi-option syndicate	EUR	1,519	Oct-10
Multi-option syndicate	Various	1,651	Oct-12
MTN	AUD	225	Nov-10
MTN	AUD	212	Aug-13
CPI indexed	AUD	125	Dec-29
Somerton	AUD	75	Mar-11
Halverton	EUR/DKK	191	Jul-14
Hamburg Alliance	USD	75	Jul-17
Other	—	7	Feb-15
Total		5,174

Notes:

1. Includes debt facilities pertaining to controlled entities

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Liquidity Position Post Capital Raising

• From the capital raising alone, GPT could cover all debt maturing prior to October 2010

• On this basis, the debt maturity profile post the capital raising would be as follows

Weighted average debt expiry matched to capital proceeds[1,2]

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2,500
2,000
1,500
1,000
500
0
2008 2009 2010 2011 2012 2013 Beyond
Debt expiry Capital raising
Notes:
A$ (millions)
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1. Marked to current exchange rates
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1. Indicative only

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Offer Details

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Key Dates

Institutional offer opens	23 October 2008
Institutional offer closes	12.30pm (Sydney time) 24 October 2008
Prospectus lodged with ASIC and ASX	24 October 2008
Institutional allocations advised	24 October 2008
Record date to determine right to participate in the entitlement offer	7.00pm (Sydney time) 27 October 2008
Retail entitlement offer opens	30 October 2008
Settlement of institutional offer via CHESS DvP	10 November 2008
Allotment and trading of new securities issued under the institutional offer or new securities under the retail entitlement offer for which valid acceptances have been received (initial allotment)	11 November 2008
Retail entitlement offer closes (closing date)	5.00pm (Sydney time) 17 November 2008
Allotment of new securities issued under the retail entitlement offer (final allotment)	28 November 2008
Expected date for trading of new securities issued under the retail entitlement offer on a normal settlement basis	1 December 2008

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 confirmation from ASX

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Risks

Some of the key risks that may have an adverse impact on The GPT Group include:

• 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 GPT’s business plan or repay debt maturities as they fall due

• Changes in general economic conditions including:

• The impact of fluctuations in interest, foreign exchange and inflation rates

• The level of prices on local and international stock markets, and

• Change in government fiscal, monetary and regulatory policies

• Changes in income and/or value of GPT’s ordinary and preferred equity interests in the Babcock & Brown Joint Venture. Breaches of debt covenants due to falling asset values in the Joint Venture

• Borrowings of the Babcock & Brown Joint Venture are non-recourse to GPT. There is a guarantee on a loan of US$313 million pertaining to an asset holding entity in the US with total assets of US$421 million. In GPT’s view, it is unlikely the guarantee will be triggered and, in the event that it is triggered, the amount payable would not be material. The guarantee is limited to losses arising from certain “Bad Boy” Acts.

• Inability to sell the identified non-core assets at prices acceptable to GPT

• Stability of the GPT Halverton funds management platform

• The potential exercise of a put option by the 50% co-owners of Highpoint Shopping Centre (other 50% owned by GWSCF). The put option allows the co-owners to sell some or all of their 50% interest at market value at the time of exercise. Should GWSCF not acquire the interest or another person not be nominated, GPT is legally required to acquire the interest

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

Refer to section 6 of the Prospectus and Product Disclosure Statement for further detail on these and other risks

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Appendix A GIC Real Estate Ownership

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GIC RE Ownership

	Minimum Maximum	Minimum Maximum
	% Securities (millions)	% Securities (millions)
Existing pre entitlement offer	41.2	41.2
Take up under entitlement offer1	41.2	41.2
Take up under sub-underwriting of retail entitlement offer	0.0	503.8
Top up securities2	250.0	0.0
Total security holding (non-diluted)	7.1 332.3	13.2 586.1
Assuming exchange of all exchangeable securities3	258.8	258.8
Total security holding (fully diluted)	12.0 591.2	18.0 845.0

Notes:

1. GIC has beneficial ownership of 49.0m securities, however GIC RE is only in a position to commit to take up 41.2m

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

3. Post adjustment for entitlement issue

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Exchangeable Security

Summary terms

Summary terms
Issuer		GPT RE Limited in its capacity as responsible entity of GPT
Holder		An affiliate of GIC Real Estate Pte Ltd
Description		Perpetual, unsecured, subordinated securities exchangeable into ordinary stapled
		securities of GPT
Issue size		$250 million
Distributions		10% per annum, payable semi-annually at the discretion of the issuer
Distribution stopper		Yes
Initial exchange price		$1.25 (prior to adjustment for the effect of the offer)
Holder exchange right		Any time from 41 days following settlement
Voting rights		Yes, in relation to the Trust
Listing		None
Sole financial adviser		UBS AG, Australia Branch

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Appendix B Sensitivity Analysis

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General Sensitivity Analysis

- 0.1¢ Issue of an additional 250 million securities at $0.60 - 1.5¢ Investment property income falls by 10% +/- 0.2¢ Change in $/US$ and $/EUR by 5% +/- 0.4¢ 20091,2 Sensitivity table—realised operating income Change in interest rates by 1.0%	Sensitivity table—realised operating income	20091,2
	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—transaction date is 5 November 2008

-5.5% – $1.0 billion of assets sales at book value -2.6% – $0.5 billion of assets sales at book value +/-2.6% +/- $0.31 Change in balance sheet asset values by 10% +0.7% -$0.07 Write-off of Babcock & Brown joint venture ordinary equity -1.9% – Exit of US Seniors at book value -3.4% – Sale of European warehoused assets at book value -1.0% -$0.08 Issue of an additional 250 million securities at $0.60 +5.7% -$0.52 Write-off of Babcock & Brown joint venture investment – NTA1 +/-0.9% Balance sheet gearing2 Sensitivity table—NTA & gearing Change in $/US$ and $/EUR by 5%	Sensitivity table—NTA & gearing	NTA1	Balance sheet gearing2
	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

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Sensitivity Analysis Balance Sheet Gearing Scenarios

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50%
45%
LVR covenant = 40%
40% 37%
34%
35%
31%
8%
5%
30% 3%
25%
20%
37%
15%
29% 29% 29% 29%
10%
5%
0%
30-Jun-08 1 Pro forma¹ 50bps cap rate expansion² 100bps cap rate expansion² 150bps cap rate expansion²
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Notes:

1. Gearing as at 30 June 2008 adjusted for a 1 for 1 entitlement offer, issue of 200m exchangeable securities at an issue price of $1.25, foreign exchange movements and other post balance date adjustments. Assumes entitlement offer is priced at $0.60

2. Cap rate expansion applied to GPT’s domestic and offshore assets, including the Babcock & Brown Joint Venture

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Sensitivity Analysis Look Through Gearing Scenarios

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70%
65%
60%
LVR covenant = 55%
55%
50%
47%
50%
44%
8%
45% 6%
3%
40%
35%
30%
25%
47%
42% 42% 42% 42%
20%
15%
10%
5%
0%
30-Jun-08 Pro forma¹ 50bps cap rate expansion² 100bps cap rate expansion² 150bps cap rate expansion²
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Notes:

1. Gearing as at 30 June 2008 adjusted for a 1 for 1 entitlement offer, issue of 200m exchangeable securities at an issue price of $1.25, foreign exchange movements and other post balance date adjustments. Assumes entitlement offer is priced at $0.60

2. Cap rate expansion applied to GPT’s domestic and offshore assets, including the Babcock & Brown Joint Venture

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Appendix C Australian Investment Assets as at 30 June 2008

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Australian Investment Assets GPT Retail[1]

Property	Description	GPT ownership (%)	GLA (m2)	Centre sales/m2 ($)	Latest valuation	Current cap rate (%)	Book value ($m)
Casuarina Square, NT	Major subregional	100%	53,000	7,075	Mar 2006	6.25%	419
Charlestown Square, NSW	Regional	100%	50,900	6,832	Mar 2006	6.00%	493
Dandenong Plaza, VIC	Regional	100%	63,100	3,949	Apr 2008	7.25%	226
Erina Fair, NSW	Major regional	50%	107,700	6,020	Mar 2006	5.75%	400
Floreat Forum, WA	Community	100%	19,000	7,923	Sept 2007	6.25%	127
Melbourne Central, VIC2	Major CBD centre	100%	55,300	6,701	Sept 2007	5.13%	724
Rouse Hill Town Centre, NSW	Regional	100%	65,800	n/a	n/a	6.25%	519
Sunshine Plaza, QLD	Major regional	50%	72,900	7,707	Mar 2007	5.50%	370
Westfield Penrith, NSW	Major regional	50%	92,900	6,821	Mar 2007	5.50%	513
Westfield Woden, ACT	Regional	50%	72,400	7,071	Mar 2006	6.25%	271
Total/weighted average			653,000			5.86%	4,062

Notes:

1. Portfolio as at 30 June 2008—excludes developments

2. Retail component only

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Australian Investment Assets GPT Retail - Homemaker[1]

Property	Description	GPT ownership (%)	GLA (m2)	Latest valuation	Current cap rate (%)	Book value ($m)
Homemaker City, Aspley, QLD	Homemaker	100%	24,600	Mar 2008	7.25%	70
Homemaker City, Bankstown, NSW	Homemaker	100%	18,600	Sept 2006	9.00%	45
Homemaker City, Cannon Hill, QLD	Homemaker	100%	8,600	Mar 2008	7.00%	22
Homemaker City, Fortitude Valley, QLD	Homemaker	100%	38,600	Sept 2006	7.00%- 7.50%	141
Homemaker City, Jindalee, QLD	Homemaker	100%	22,000	Sept 2007	7.50%	69
Homemaker City, Mt Gravatt, QLD	Homemaker	100%	10,400	Mar 2008	7.75%	26
Homemaker City, Windsor, QLD	Homemaker	100%	9,500	Mar 2008	7.00%	26
Total/weighted average			132,300		7.49%	399

Notes:

1. Portfolio as at 30 June 2008—excludes developments

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Australian Investment Assets GPT Office[1]

Property	Premium/A grade	GPT ownership (%)	NLA (m2)	Occupancy (%)	Latest valuation	Current cap rate (%)	Book value ($m)
Australia Square, Sydney, NSW	A grade	50%	51,134	98.7%	Mar 2008	6.00%	313
Citigroup Centre, Sydney, NSW	Premium	50%	73,432	100%	Dec 2007	6.00%	421
1 Farrer Place, Sydney, NSW	Premium	25%	86,439	100%	Dec 2007	5.75%	373
MLC Centre, Sydney, NSW	A grade	50%	68,176	99.3%	Mar 2008	6.00%	434
Melbourne Central Tower, VIC2	Premium	100%	65,569	99.7%	Sept 2007	6.25%	394
818 Bourke St, Melbourne, VIC	A grade	100%	21,835	73.8%	Mar 2008	6.25%	133
Total/weighted average			366,585	97.9%		6.02%	2,068

Notes:

1. Portfolio as at 30 June 2008—excludes developments

2. Office component only

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Australian Investment Assets GPT Industrial[1]

Property	GPT ownership (%)	GLA (m2)	Occupancy (%)	Latest valuation	Current cap rate (%)	Book value ($m)
18-24 Abbott Road, Seven Hills, NSW	100%	19,400	100%	n/a	8.25%	15.5
15 Berry St, Granville, NSW	100%	10,000	100%	Sept 2006	7.25%	14.6
19 Berry St, Granville, NSW	100%	19,600	100%	Sept 2006	7.25%	27.8
Rosehill Business Park, Camellia, NSW	100%	49,500	100%	Sept 2006	7.50%	73.2
2-4 Harvey Road, Kings Park, NSW	100%	40,300	100%	Jun 2008	7.50%	47.5
Quad Business Park, Sydney Olympic Park, NSW	100%	23,400	100%	Mar 2007 – Sept 2007	7.00%- 7.25%	99.4
7 Figtree Drive, Sydney Olympic Park, NSW	100%	3,500	100%	Jun 2007	7.50%	10.9
5 Figtree Drive, Sydney Olympic Park, NSW	100%	9,000	100%	Jun 2008	7.75%	20.0
8 Herb Elliott, Sydney Olympic Park, NSW	100%	3,300	100%	Jun 2007	8.00%	9.0
4 Holker Street, Silverwater, NSW	100%	7,400	100%	n/a	7.50%	32.8
120 Miller Road, Villawood, NSW	100%	22,000	100%	n/a	7.75%	20.0

Notes:

1. Portfolio as at 30 June 2008—excludes developments

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Australian Investment Assets GPT Industrial[1]

Property	GPT ownership (%)	GLA (m2)	Occupancy (%)	Latest valuation	Current cap rate (%)	Book value ($m)
372-374 Victoria Street, Wetherill Park, NSW	100%	20,500	100%	n/a	7.50%	21.5
Citi-West Industrial Estate, Altona North, VIC	100%	99,300	100%	Mar 2006	7.75%	71.0
134-140 Fairbairn Road, Sunshine West, VIC	100%	16,800	100%	n/a	7.25%	14.1
Austrak Business Park, Somerton, VIC	50%	97,800	100%	Sept 2006	7.45%	139.6
31 Vision Drive, Burwood East, VIC	100%	6,400	100%	n/a	8.75%	10.6
973 Fairfield Road, Yeerongpilly, QLD	100%	6,000	100%	n/a	8.00%	13.1
116 Holt Street, Pinkenba, QLD	100%	15,400	100%	n/a	7.50%	15.1
Block 1 & 4 Section 15, Sandford St, Mitchell, ACT	100%	11,600	100%	n/a	8.75%	10.0
Lots 42 & 44 Ocean Steamers Dr, Port Adelaide, SA	50%	6,200	100%	n/a	8.25%	8.2
Total/weighted average		487,400	100%		7.54%	673.9

Notes:

1. Portfolio as at 30 June 2008—excludes developments

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