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GPT GROUP Capital/Financing Update 2009

May 17, 2009

65009_rns_2009-05-17_16d1bbf7-b5e1-4568-addc-b8a5b9c2f0ae.pdf

Capital/Financing Update

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GPT RE Limited GPT Management ABN 27 107 426 504 Holdings Limited as Responsible Entity of ABN 67 113 510 188 General Property Trust AFSL 286511

Level 52 T: +61 2 8239 3555 MLC Centre F: +61 2 9225 9318 19 Martin Place E: [email protected] Sydney NSW 2000 www.gpt.com.au Australia

18 May 2009

Lux Wigneswaran Adviser, Issuers (Sydney) Australian Securities Exchange Exchange Centre 20 Bridge Street Sydney NSW 2000

By electronic lodgement

Dear Ms Wigneswaran

Re: Retail Entitlement Offer

Please find attached a copy of the Retail Entitlement Offer Booklet which is being sent to Eligible Retail Securityholders today.

Yours sincerely

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James A Coyne Company Secretary

GPT Securityholder Service Centre

T: 1800 025 095 F: +61 2 9287 0303 E: [email protected]

www.gpt.com.au

Letter to ASX enclosing copy of Retail Offer Booklet 18.05.09.doc

GPT RE Limited

ABN 27 107 426 504 as Responsible Entity of General Property Trust AFSL 286511

GPT Management Holdings Limited ABN 67 113 510 188

GPT Registrar GPT Securityholder Locked Bag A14 Service Centre Sydney South Freecall 1800 025 095 NSW 1235 T: +61 2 8280 7176 Australia F: +61 2 9287 0303 E: [email protected] www.gpt.com.au

18 May 2009

Dear Securityholder

Re: THE GPT GROUP – RETAIL ENTITLEMENT OFFER

Please find attached the Retail Entitlement Offer Booklet (the “Booklet”) relating to the retail component of The GPT Group’s (“GPT”) entitlement offer announced on Thursday, 7 May 2009. This will be mailed to Eligible Retail Securityholders (as defined in the Booklet) today. It contains:

  • A letter from GPT’s Chairman

  • Key Dates for the Retail Entitlement Offer

  • Australian Securities Exchange (“ASX”) Offer Announcements

  • How to Apply

  • Important Information

Only Eligible Retail Securityholders that were not offered an opportunity to participate in the institutional component of the Entitlement Offer may participate. A copy of the Notification to Ineligible Retail Securityholders will be released to ASX separately.

Yours sincerely

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James Coyne Company Secretary The GPT Group

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

This letter and the accompanying Booklet do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any “U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) (the “Securities Act”) (“U.S. Person”)). The securities offered in the entitlement offer and the institutional placement have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons absent registration, an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

RETAIL ENTITLEMENT OFFER

DETAILS OF A 1 FOR 1 NON-RENOUNCEABLE PRO-RATA ENTITLEMENT OFFER OF GPT SECURITIES (“NEW SECURITIES”) AT AN ISSUE PRICE OF $0.35 PER NEW SECURITY

THE GPT GROUP Comprises: GPT Management Holdings Ltd (ACN 113 510 188) and General Property Trust (ARSN 090110357) the responsible entity of which is GPT RE Limited (ACN 107 426 504) (AFSL 286 511)

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

This is an important document which is accompanied by a personalised Entitlement and Acceptance Form and both should be read in their entirety. Please call your professional adviser or The GPT Group Offer Information Line if you have any questions.

CONTENTS

CONTENTS CONTENTS
CHAIRMAN’S LETTER 3
KEY DATES 5
ASX OFFER ANNOUNCEMENTS
- ANNOUNCEMENT OF CAPITAL RAISING 6
- EQUITY RAISING AND STRATEGIC
INITIATIVES PRESENTATION 10
- COMPLETION ANNOUNCEMENT 40
HOW TO APPLY 44
IMPORTANT INFORMATION 48

CORPORATE DIRECTORY

REGISTERED OFFICE

Level 52, MLC Centre 19 Martin Place Sydney NSW 2000

PRINCIPAL REGISTRY

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

AUSTRALIAN LEGAL ADVISER

Allens Arthur Robinson Level 28, Deutsche Bank Place Cnr Hunter and Phillip Streets Sydney NSW 2000

WEBSITE:

www.gpt.com.au

AUDITOR

PricewaterhouseCoopers 201 Sussex Street Sydney NSW 2000

THE GPT GROUP OFFER INFORMATION LINE

  • Australia 1800 190 082

  • International +61 2 8280 7196

AUSTRALIAN TAXATION ADVISER

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

2 GPT Retail Information Booklet

CHAIRMAN’S LETTER

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

18 May 2009

Dear Securityholder,

We are commited to refocusing the business on our core domestic strategy and returning GPT to being a pre-eminent Australian real estate business.

In the Chairman’s letter for The GPT Group’s 2008 capital raising, I noted “the current global financial and economic turmoil poses particular challenges for diversified corporate groups, such as The GPT Group.”

Since this time, the economic and credit market environment globally has continued to deteriorate.

The institutional component of the capital raising has already completed, and we were extremely pleased to receive very strong support from existing securityholders. In addition, the major credit ratings agencies both welcomed announcement of the capital raising, placing GPT on “positive watch”.

Key offer metrics

The well-publicised issues in global banking markets have created a very demanding environment for listed real estate. The GPT Group (“GPT”) raised capital last year in order to strengthen its balance sheet, and allow time to complete non-core asset sales. Unfortunately, the global economic environment has seen major property transactions slow to a trickle, with our non-core asset sales progressing more slowly than anticipated. At the same time, our investors have shown increasing concern over our covenant headroom and our ability to refinance our debt maturities.

As a result, the GPT Board has again made the decision to raise equity capital, improving both our balance sheet and financial flexibility. The fully underwritten capital raising of approximately $1.7 billion will provide a number of benefits to GPT, including:

  • Reducing GPT’s balance sheet leverage to a very strong position at 21%, placing it amongst the lowest geared of the Australian Real Estate Investment Trusts;

  • Materially improving GPT’s liquidity and refinancing position, so that we now have liquidity to fully fund all commitments through to 31 December 2010, including approximately $2.4 billion of debt maturing over this period;

  • Enabling GPT’s existing financing arrangements to remain in place without renegotiation, meaning that the Group retains the benefit of current attractive borrowing costs; and

  • Enabling GPT to seek to accelerate its exit from the Joint Venture with Babcock & Brown, and return more quickly to its domestic Australian focus.

Following the announcement of the entitlement offer on 7 May 2009 (“Entitlement Offer”), GPT has secured significant support for the institutional component (“Institutional Entitlement Offer”). This has resulted in the underwritten amount increasing to the maximum of approximately $1.7 billion, which includes the retail component (“Retail Entitlement Offer”). On this basis, the key offer metrics are:

Pro forma balance sheet gearing1 21%
Pro forma look through gearing1 37%
Pro forma NTA $0.86
FY09 DPS guidance (cents)2 4.5
2009 DPS yield on issue price ($0.35) 12.9%
2H 2009 annualised DPS (cents)2 4.0
2H 2009 annualised DPS yield
on issue price ($0.35) 11.4%

Notes:

  1. Debt (less cash)/total tangible assets (less cash).

  2. Reflects the impact of increased financing costs of approximately $20 million as a result of GPT’s credit rating from Moody’s being downgraded to Baa3 (disclosed to the ASX on 17 April 2009). Moody’s has announced it has placed GPT on review for possible upgrade. If the upgrade is received this increase in financing costs would be reversed.

Participation in the Entitlement Offer

The Entitlement Offer entitles Eligible Securityholders to subscribe for 1 New Security for every 1 stapled security held at the Record Date.

The Entitlement Offer price of $0.35 per New Security represents a 26% discount to GPT’s closing price on 6 May 2009, and a discount of 31% to its average trading price for 2009 to date. All New Securities will when issued rank equally with existing stapled securities.

You will find enclosed in the booklet that accompanies this letter the following important information, including:

GPT Retail Information Booklet 3

CHAIRMAN’S LETTER continued

  • Key Dates for the Retail Entitlement Offer;

  • ASX announcements relating to the Entitlement Offer;

  • Instructions on “How to Apply” setting out how to accept all or part of your entitlement or apply for additional New Securities in the Retail Entitlement Offer if you choose to do so; and

any value in respect of those entitlements they do not take up. Eligible Retail Securityholders may apply for New Securities in excess of their entitlement up to a maximum of 25% of their entitlement (“Additional New Securities”). GPT may scale back applications in its absolute discretion.

You should consult your stockbroker, accountant or other independent professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.

  • Important Information.

A personalised Entitlement and Acceptance Form which details your entitlement is also enclosed with this letter.

The Retail Entitlement Offer closes at 5.00pm (Sydney time) on Tuesday, 9 June 2009. To participate, you need to ensure that your completed personalised Entitlement and Acceptance Form is received by GPT before this time and date OR that you have paid your application monies via BPAY in line with the instructions that are set out on the personalised Entitlement and Acceptance Form. Please refer to the instructions on “How to Apply” for further information.

Entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferable. Eligible Retail Securityholders (as defined in the booklet) who do not take up their entitlement in full will not receive

For further information regarding the Retail Entitlement Offer, please call The GPT Group Offer Information Line on 1800 190 082 (within Australia) or +61 2 8280 7196 (outside Australia) at any time from 8.30am to 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer period or visit our website at www.gpt.com.au.

On Behalf of the Directors of GPT, I thank you for your continued support.

Yours sincerely Peter Joseph Chairman

Important Information:

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, 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”) (“U.S. Person”)). Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. Persons unless the securities have been registered under the Securities Act or an exemption from registration is available. The securities to be offered and sold in the capital raising have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to or for the account or benefit of U.S. Persons unless the securities are registered under the Securities Act or in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.


This news release includes “forward-looking statements” within the meaning of securities laws of applicable jurisdictions. Forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe”, “continue”, “objectives”, “outlook”, “guidance” or other similar words, and include statements regarding certain plans, strategies and objectives of management and expected financial performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of GPT, and its officers, employees, agents or associates, including risks associated with the ability to negotiate favourable amendments to GPT’s debt covenants and to raise additional funding on favourable terms; a downgrade in GPT’s credit ratings; fluctuations in interest rate and foreign exchange rates; the unsuccessful execution of non-core asset sales as described in this news release; and decreases in the fair market value of GPT’s properties. Actual results, performance or achievements may vary materially from any projections and forward looking statements and the assumptions on which those statements are based. Readers are cautioned not to place undue reliance on forward-looking statements. GPT assumes no obligation to update such information.

4 GPT Retail Information Booklet

KEY DATES

Event Date
Institutional Placement and Institutional Entitlement Offer Thursday, 7 May 2009 to Friday, 8 May 2009
Record Date for the Entitlement Offer Tuesday, 12 May 2009 at 7.00pm
Mailing of Retail Offer Materials and personalised Entitlement Monday, 18 May 2009
and Acceptance Form to Eligible Retail Securityholders
Retail Entitlement Offer opens Monday, 18 May 2009
Last day for Eligible Retail Securityholders to lodge an Thursday, 21 May 2009 at 5.00pm
Application to be allotted New Securities at the same time
as Eligible Institutional Securityholders under the Institutional
Entitlement Offer (Initial Retail Closing Date)
Settlement of Applications under the Institutional Placement, Tuesday, 26 May 2009
Institutional Entitlement Offer and under the Retail Entitlement
Offer for which valid Applications have been received
by Initial Retail Closing Date
Allotment of New Securities issued under the Institutional Wednesday, 27 May 2009
Placement, Institutional Entitlement Offer and under the
Retail Entitlement Offer for which valid Applications have been
received by Initial Retail Closing Date (Initial Allotment)
Despatch of holding statements in relation to Initial Allotment Wednesday, 27 May 2009
Expected date for trading of New Securities allotted
under the Initial Allotment Wednesday, 27 May 2009
Retail Entitlement Offer closes (Final Retail Closing Date) Tuesday, 9 June 2009 at 5.00pm
Final Settlement of New Securities under the Retail Entitlement Monday, 15 June 2009
Offer not already allotted under Initial Allotment (Final Allotment)
Final Allotment of New Securities under the Retail Entitlement Offer Tuesday, 16 June 2009
Normal trading of New Securities issued under Final Wednesday, 17 June 2009
Allotment expected to commence on ASX
Despatch of holding statements in relation to Final Allotment Thursday, 18 June 2009

Note: Dates and times are indicative only and subject to change. All times and dates refer to Australian Eastern Standard Time (AEST).

Applicants are encouraged to submit their personalised Entitlement and Acceptance Form as soon as possible after the Retail Entitlement Offer opens. The GPT Group reserves the right, subject to the Corporations Act 2001 (Cth) (“Corporations Act”), ASX Listing Rules and other applicable laws to vary the dates of the Retail Entitlement Offer, including extending the Retail Entitlement Offer or accepting late Applications, either generally or in particular cases, without notice. No cooling off rights apply to the Retail Entitlement Offer - you cannot withdraw your Application once it has been accepted.

Enquiries

If you have any questions, please call The GPT Group Offer Information Line on 1800 190 082 (local call cost from within Australia) or +61 2 8280 7196 (from outside Australia) at any time from 8.30am to 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer period, or consult your stockbroker, accountant or other independent professional adviser.

Website

www.gpt.com.au

GPT Retail Information Booklet 5

ANNOUNCEMENT OF CAPITAL RAISING

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GPT Announces Minimum
$1.2 billion Underwritten Capital
Raising
7 May 2009
Not for distribution or release in the United States or to US Persons
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The GPT Group (“GPT”) today announced a capital raising to raise a minimum of $1.2 billion at an offer price of $0.35 per security. The capital raising will strengthen GPT’s balance sheet, improve its liquidity position and allow GPT to seek to accelerate its exit from the Group’s Joint Venture with Babcock & Brown.

The capital raising comprises a non-renounceable 1 for 1 pro-rata entitlement offer to eligible securityholders and a $120 million institutional placement (“Placement”). The institutional component of the entitlement offer of approximately $1.1 billion (“Institutional Entitlement Offer”) and placement are fully underwritten.

In addition to the institutional component, the Entitlement Offer includes a non-underwritten retail component of approximately $470 million (“Retail Entitlement Offer”).

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A $1.2 billion capital raising will provide significant benefits to GPT, including:
• Lowering pro forma balance sheet gearing to 25% and look through gearing to 40% versus
covenants of 40% and 55% respectively (assuming offshore investments have no value
and are fully written off, pro forma balance sheet gearing would be 26% and look through
gearing would be 28%).
• Placing GPT’s gearing amongst the lowest in the Australian REIT sector.
• Reducing GPT’s net funding requirement through to 31 December 2010, from $1.5 billion
to $0.3 billion, to be funded by either:
– Potential take-up of the Retail Entitlement Offer (up to $470 million);
– Extension of the existing $0.4 billion secured bilateral facilities with domestic banks
(currently undrawn);
– Refinancing the existing Euro syndicated facility;
– The sale of non-core assets.
• Allowing GPT to seek an accelerated exit from its Joint Venture with Babcock & Brown.
• The potential for a beneficial impact on the Group’s credit ratings.
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GPT’s Chief Executive Officer Michael Cameron said: “This capital raising immediately addresses the key balance sheet issues currently facing GPT, namely gearing covenant headroom and liquidity. In addition, the new capital allows GPT to seek to accelerate its exit from its Joint Venture with Babcock & Brown. GPT will make no further capital commitment to the Joint Venture.”

“GPT owns Australia’s highest quality diversified property portfolio and we are committed to executing the core domestic strategy, returning GPT to being a pre-eminent Australian real estate business. Having dealt with the balance sheet and liquidity concerns, we now have the ability to further concentrate on the strategic goal of refocusing GPT on its high quality domestic portfolio,” Mr Cameron said.

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1

6 GPT Retail Information Booklet

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Overview of the Entitlement Offer

Under the Entitlement Offer, eligible securityholders are invited to participate on a pro-rata basis to their existing holdings by subscribing for 1 new GPT security (“New Securities”) for every 1 GPT security owned, at a price of $0.35 per security (“Entitlement”).

The offer price of $0.35 represents a discount of 26% to GPT’s closing price on 6 May. All New Securities will rank equally with existing securities from allotment.

The Record Date for the Entitlement Offer will be 7.00 pm on Tuesday, 12 May 2009. The Entitlements are non-renounceable and will not be tradeable on the ASX or otherwise transferable. Securityholders who do not take up their Entitlements in full or in part will not receive any value in respect of those Entitlements that they do not take up. Securityholders who are not eligible to receive Entitlements will not receive any value in respect of Entitlements they would have received had they been eligible.

The Placement and Institutional Entitlement Offer (together “the Institutional Offer”) have been fully underwritten. The Retail Entitlement Offer is not underwritten.

GPT expects to announce the outcome of the Institutional Offer to the market prior to the start of trading on Monday, 11 May 2009, with trading expected to recommence at commencement of trading on the ASX on that day. Eligible securityholders wishing to participate in the Retail Entitlement Offer will receive information shortly. Distributions

GPT’s revised distribution guidance for the financial year ending 31 December 2009 is 4.8 cents per security after adjusting for the impact of the Institutional Entitlement Offer and Placement and excluding any take-up under the Retail Entitlement Offer. This distribution is consistent with the guidance provided to the market on 30 April 2009, adjusted for the impact of the issue of New Securities under the Placement and Institutional Entitlement Offer. Annualised 2H09 distribution per security, allowing for the impact of the Institutional Entitlement Offer and Placement, is forecast at 4.4 cents per security.

Participation in the Distribution Reinvestment Plan (“DRP”) will be suspended for the purposes of the distribution payable for the quarter ended 31 March 2009. All Securityholders on the register on the distribution record date of 11 May 2009 will receive 1.6 cents in cash per security.

Stock Lending and Other Transactions

Eligible Securityholders will be entitled to apply under the Entitlement Offer for 1 New Security for each existing GPT security held as at the Record Date. GPT has been granted a waiver by ASX so that, in determining Securityholder entitlements for the Entitlement Offer, it may ignore any changes in security holdings that occur after the commencement of the trading halt in stapled securities that commenced on 7 May 2009 (other than registrations of transactions that were effected through ITS before that halt).

Accordingly, a person who is a registered GPT Securityholder at the Record Date as a result of a dealing after the commencement of the trading halt in stapled securities that commenced on

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2

GPT Retail Information Booklet 7

ANNOUNCEMENT OF CAPITAL RAISING continued

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7 May 2009 (other than registrations of transactions that were effected through ITS before that halt) may not be entitled to receive an Entitlement under the Entitlement Offer.

In the event that a GPT Securityholder has existing GPT securities out on loan at the Record Date, the borrower will be regarded as the Securityholder for the purposes of determining the Entitlement (provided that those borrowed securities have not been on-sold).

Indicative timetable

Indicative timetable
Record Date under the Entitlement Offer 7.00 pm Tuesday, 12 May 2009
Institutional Offer
Institutional Offer opens 10.00am,Thursday,7 May2009
Institutional Offer closes 9.30am,Friday,8 May2009
Settlement of the Institutional Offer (via DvP in
CHESS)
Tuesday, 26 May 2009
Issue and expected normal ASX trading of New
Securities under the Institutional Offer
Wednesday, 27 May 2009
Retail Entitlement Offer Retail Entitlement Offer
Retail Entitlement Offer opens Monday,18 May2009
Last day for Eligible Retail Securityholders to lodge
an Application to be allotted New Securities (Initial
Retail ClosingDate)
Thursday, 21 May 2009
Issue and expected normal trading of New
Securities for those applicants who have applied
prior to the Initial Retail ClosingDate
Wednesday, 27 May 2009
Retail Entitlement Offer closes Tuesday,9 June 2009
Issue of New Securities under the Retail Entitlement
Offer
Tuesday, 16 June 2009
Normal trading of New Securities issued under the
Retail Entitlement Offer
Wednesday, 17 June 2009
Despatch of holding statements Thursday, 18 June 2009

These dates are indicative only and are subject to change without notice. All times and dates refer to time and date in Sydney (Sydney time), Australia. Subject to the requirements of the Corporations Act 2001 (Cth) (“ Corporations Act ”), the ASX Listing Rules and any other applicable laws, GPT has the right, with the consent of the Underwriter, to amend the timetable.

Securityholder enquiries

Retail securityholders who have any questions regarding the Entitlement Offer should contact The GPT Group Offer Information Line on 1800 190 082 (within Australia) or on +61 2 8280 7196 (from outside Australia) at any time from 8:30am to 5.00pm (AEST), Monday to Friday, during the Offer Period.

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3

8 GPT Retail Information Booklet

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For further information please contact:

Michael Cameron Chief Executive Officer +61 2 8239 3565

Michael O’Brien Chief Operating Officer +61 2 8239 3544

Kieran Pryke Chief Financial Officer +61 2 8239 3547

Donna Byrne +61 2 8239 3515 0401 711 542 Head of Investor Relations and Corporate Affairs

Media contact details: Mark Gold FD Third Person 0411 221 292

IMPORTANT INFORMATION:

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, 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 “U.S. Securities Act”)). Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons unless the securities have been registered under the U.S. Securities Act or an exemption from registration is available. The securities to be offered and sold in the capital raising have not been and will not 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 U.S. Persons unless the securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.


This news release includes “forward-looking statements” within the meaning of securities laws of applicable jurisdictions. Forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe”, “continue”, “objectives”, “outlook”, “guidance” or other similar words, and include statements regarding certain plans, strategies and objectives of management and expected financial performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of GPT, and its officers, employees, agents or associates, including risks associated with the ability to negotiate favourable amendments to GPT’s debt covenants and to raise additional funding on favourable terms; a downgrade in GPT’s credit ratings; fluctuations in interest rate and foreign exchange rates; the unsuccessful execution of non-core asset sales as described in this news release; and decreases in the fair market value of GPT’s properties. Actual results, performance or achievements may vary materially from any projections and forward looking statements and the assumptions on which those statements are based. Readers are cautioned not to place undue reliance on forward-looking statements. GPT assumes no obligation to update such information.

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4

GPT Retail Information Booklet 9

EQUITY RAISING AND STRATEGIC INITIATIVES PRESENTATION

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Equity Raising and Strategic Initiatives Presentation 7 May 2009 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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10 GPT Retail Information Booklet

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 is in relation to an Entitlement Offer of New Stapled Securities of The GPT Group to be made to:
This Presentation is issued by GPT RE Limited as responsible entity for General Property Trust
and GPT Management Holdings Limited (together, The GPT Group).
The GPT Group reserves the right to withdraw or vary the timetable for the Offer.
Nothing in this Presentation should be considered as a solicitation, offer or invitation in any place
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 is in relation to an Entitlement Offer of New Stapled Securities of The GPT Group to be made to:
This Presentation is issued by GPT RE Limited as responsible entity for General Property Trust
and GPT Management Holdings Limited (together, The GPT Group).
The GPT Group reserves the right to withdraw or vary the timetable for the Offer.
Nothing in this Presentation should be considered as a solicitation, offer or invitation in any place
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 is in relation to an Entitlement Offer of New Stapled Securities of The GPT Group to be made to:
This Presentation is issued by GPT RE Limited as responsible entity for General Property Trust
and GPT Management Holdings Limited (together, The GPT Group).
The GPT Group reserves the right to withdraw or vary the timetable for the Offer.
Nothing in this Presentation should be considered as a solicitation, offer or invitation in any place
-
Eligible institutional securityholders of The GPT Group (Institutional Entitlement Offer); and
This Presentation is in relation to an Entitlement Offer of New Stapled Securities of The GPT
where, or to any person to whom, it would not be lawful to make such an offer or invitation. No
-
Eligible retail securityholders of The GPT Group (Retail Entitlement Offer),
Group to be made to:
action has been taken to register the Offer outside Australia. The distribution of this Presentation
under sections 708AA and 1012DA of The Corporations Act as notionally modified by ASIC class order 08/35 (together the_Entitlement Offer_), andan Institutional Placement (together with the Entitlement Offer, the “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 retail offer booklet for the Retail Entitlement Offer will be available following
its lodgement with ASX. Any Eligible Retail Securityholder who wishes to participate in the Retail Entitlement Offer should consider the retail offer booklet 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 retail offer booklet.
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 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.
- Eligible institutional securityholders of The GPT Group (Institutional Entitlement Offer); and
- Eligible retail securityholders of The GPT Group (Retail Entitlement Offer),
under sections 708AA and 1012DA of The Corporations Act as notionally modifed by ASIC class
order 08/35 (together th Entitlem nt Offer), and an Institut onal Placement (together with the
Entitlement Offer, the “Offer”).
This Presentation is not a prospectus, disclosure document or offering document under Australian
outside Australi may be restricted by law. Persons who come into poss ssion of this
presentation who ar not in Aus ralia should seek advice on and obs rve any such restrictions.
Any failure to comply with such restrictions may constitute a violation of applicable laws.
None of The GPT Group, or the Underwriter, their affliates, related bodies corporate or the
offcers, employees, partners, directors or advisers of any of them (together, the Benefciaries)
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
under sections 708AA and 1012DA of The Corporations Act as notionally modified by ASIC class order 08/35 (together the_Entitlement Offer_), andan Institutional Placement (together with the Entitlement Offer, the “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 retail offer booklet for the Retail Entitlement Offer will be available following
its lodgement with ASX. Any Eligible Retail Securityholder who wishes to participate in the Retail Entitlement Offer should consider the retail offer booklet 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 retail offer booklet.
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 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.
- Eligible institutional securityholders of The GPT Group (Institutional Entitlement Offer); and
- Eligible retail securityholders of The GPT Group (Retail Entitlement Offer),
under sections 708AA and 1012DA of The Corporations Act as notionally modifed by ASIC class
order 08/35 (together th Entitlem nt Offer), and an Institut onal Placement (together with the
Entitlement Offer, the “Offer”).
This Presentation is not a prospectus, disclosure document or offering document under Australian
outside Australi may be restricted by law. Persons who come into poss ssion of this
presentation who ar not in Aus ralia should seek advice on and obs rve any such restrictions.
Any failure to comply with such restrictions may constitute a violation of applicable laws.
None of The GPT Group, or the Underwriter, their affliates, related bodies corporate or the
offcers, employees, partners, directors or advisers of any of them (together, the Benefciaries)
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
under sections 708AA and 1012DA of The Corporations Act as notionally modified by ASIC class order 08/35 (together the_Entitlement Offer_), andan Institutional Placement (together with the Entitlement Offer, the “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 retail offer booklet for the Retail Entitlement Offer will be available following
its lodgement with ASX. Any Eligible Retail Securityholder who wishes to participate in the Retail Entitlement Offer should consider the retail offer booklet 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 retail offer booklet.
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 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.
- Eligible institutional securityholders of The GPT Group (Institutional Entitlement Offer); and
- Eligible retail securityholders of The GPT Group (Retail Entitlement Offer),
under sections 708AA and 1012DA of The Corporations Act as notionally modifed by ASIC class
order 08/35 (together th Entitlem nt Offer), and an Institut onal Placement (together with the
Entitlement Offer, the “Offer”).
This Presentation is not a prospectus, disclosure document or offering document under Australian
outside Australi may be restricted by law. Persons who come into poss ssion of this
presentation who ar not in Aus ralia should seek advice on and obs rve any such restrictions.
Any failure to comply with such restrictions may constitute a violation of applicable laws.
None of The GPT Group, or the Underwriter, their affliates, related bodies corporate or the
offcers, employees, partners, directors or advisers of any of them (together, the Benefciaries)
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
under sections 708AA and 1012DA of The Corporations Act as notionally modified by ASIC class order 08/35 (together the_Entitlement Offer_), andan Institutional Placement (together with the Entitlement Offer, the “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 retail offer booklet for the Retail Entitlement Offer will be available following
its lodgement with ASX. Any Eligible Retail Securityholder who wishes to participate in the Retail Entitlement Offer should consider the retail offer booklet 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 retail offer booklet.
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 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.
- Eligible institutional securityholders of The GPT Group (Institutional Entitlement Offer); and
- Eligible retail securityholders of The GPT Group (Retail Entitlement Offer),
under sections 708AA and 1012DA of The Corporations Act as notionally modifed by ASIC class
order 08/35 (together th Entitlem nt Offer), and an Institut onal Placement (together with the
Entitlement Offer, the “Offer”).
This Presentation is not a prospectus, disclosure document or offering document under Australian
outside Australi may be restricted by law. Persons who come into poss ssion of this
presentation who ar not in Aus ralia should seek advice on and obs rve any such restrictions.
Any failure to comply with such restrictions may constitute a violation of applicable laws.
None of The GPT Group, or the Underwriter, their affliates, related bodies corporate or the
offcers, employees, partners, directors or advisers of any of them (together, the Benefciaries)
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
under sections 708AA and 1012DA of The Corporations Act as notionally modified by ASIC class order 08/35 (together the_Entitlement Offer_), andan Institutional Placement (together with the Entitlement Offer, the “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 retail offer booklet for the Retail Entitlement Offer will be available following
its lodgement with ASX. Any Eligible Retail Securityholder who wishes to participate in the Retail Entitlement Offer should consider the retail offer booklet 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 retail offer booklet.
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 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.
- Eligible institutional securityholders of The GPT Group (Institutional Entitlement Offer); and
- Eligible retail securityholders of The GPT Group (Retail Entitlement Offer),
under sections 708AA and 1012DA of The Corporations Act as notionally modifed by ASIC class
order 08/35 (together th Entitlem nt Offer), and an Institut onal Placement (together with the
Entitlement Offer, the “Offer”).
This Presentation is not a prospectus, disclosure document or offering document under Australian
outside Australi may be restricted by law. Persons who come into poss ssion of this
presentation who ar not in Aus ralia should seek advice on and obs rve any such restrictions.
Any failure to comply with such restrictions may constitute a violation of applicable laws.
None of The GPT Group, or the Underwriter, their affliates, related bodies corporate or the
offcers, employees, partners, directors or advisers of any of them (together, the Benefciaries)
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
under sections 708AA and 1012DA of The Corporations Act as notionally modified by ASIC class order 08/35 (together the_Entitlement Offer_), andan Institutional Placement (together with the Entitlement Offer, the “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 retail offer booklet for the Retail Entitlement Offer will be available following
its lodgement with ASX. Any Eligible Retail Securityholder who wishes to participate in the Retail Entitlement Offer should consider the retail offer booklet 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 retail offer booklet.
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 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.
- Eligible institutional securityholders of The GPT Group (Institutional Entitlement Offer); and
- Eligible retail securityholders of The GPT Group (Retail Entitlement Offer),
under sections 708AA and 1012DA of The Corporations Act as notionally modifed by ASIC class
order 08/35 (together th Entitlem nt Offer), and an Institut onal Placement (together with the
Entitlement Offer, the “Offer”).
This Presentation is not a prospectus, disclosure document or offering document under Australian
outside Australi may be restricted by law. Persons who come into poss ssion of this
presentation who ar not in Aus ralia should seek advice on and obs rve any such restrictions.
Any failure to comply with such restrictions may constitute a violation of applicable laws.
None of The GPT Group, or the Underwriter, their affliates, related bodies corporate or the
offcers, employees, partners, directors or advisers of any of them (together, the Benefciaries)
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
under sections 708AA and 1012DA of The Corporations Act as notionally modified by ASIC class order 08/35 (together the_Entitlement Offer_), andan Institutional Placement (together with the Entitlement Offer, the “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 retail offer booklet for the Retail Entitlement Offer will be available following
its lodgement with ASX. Any Eligible Retail Securityholder who wishes to participate in the Retail Entitlement Offer should consider the retail offer booklet 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 retail offer booklet.
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 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.
- Eligible institutional securityholders of The GPT Group (Institutional Entitlement Offer); and
- Eligible retail securityholders of The GPT Group (Retail Entitlement Offer),
under sections 708AA and 1012DA of The Corporations Act as notionally modifed by ASIC class
order 08/35 (together th Entitlem nt Offer), and an Institut onal Placement (together with the
Entitlement Offer, the “Offer”).
This Presentation is not a prospectus, disclosure document or offering document under Australian
outside Australi may be restricted by law. Persons who come into poss ssion of this
presentation who ar not in Aus ralia should seek advice on and obs rve any such restrictions.
Any failure to comply with such restrictions may constitute a violation of applicable laws.
None of The GPT Group, or the Underwriter, their affliates, related bodies corporate or the
offcers, employees, partners, directors or advisers of any of them (together, the Benefciaries)
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
under sections 708AA and 1012DA of The Corporations Act as notionally modified by ASIC class order 08/35 (together the_Entitlement Offer_), andan Institutional Placement (together with the Entitlement Offer, the “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 retail offer booklet for the Retail Entitlement Offer will be available following
its lodgement with ASX. Any Eligible Retail Securityholder who wishes to participate in the Retail Entitlement Offer should consider the retail offer booklet 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 retail offer booklet.
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 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.
- Eligible institutional securityholders of The GPT Group (Institutional Entitlement Offer); and
- Eligible retail securityholders of The GPT Group (Retail Entitlement Offer),
under sections 708AA and 1012DA of The Corporations Act as notionally modifed by ASIC class
order 08/35 (together th Entitlem nt Offer), and an Institut onal Placement (together with the
Entitlement Offer, the “Offer”).
This Presentation is not a prospectus, disclosure document or offering document under Australian
outside Australi may be restricted by law. Persons who come into poss ssion of this
presentation who ar not in Aus ralia should seek advice on and obs rve any such restrictions.
Any failure to comply with such restrictions may constitute a violation of applicable laws.
None of The GPT Group, or the Underwriter, their affliates, related bodies corporate or the
offcers, employees, partners, directors or advisers of any of them (together, the Benefciaries)
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
under sections 708AA and 1012DA of The Corporations Act as notionally modified by ASIC class order 08/35 (together the_Entitlement Offer_), andan Institutional Placement (together with the Entitlement Offer, the “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 retail offer booklet for the Retail Entitlement Offer will be available following
its lodgement with ASX. Any Eligible Retail Securityholder who wishes to participate in the Retail Entitlement Offer should consider the retail offer booklet 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 retail offer booklet.
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 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.
- Eligible institutional securityholders of The GPT Group (Institutional Entitlement Offer); and
- Eligible retail securityholders of The GPT Group (Retail Entitlement Offer),
under sections 708AA and 1012DA of The Corporations Act as notionally modifed by ASIC class
order 08/35 (together th Entitlem nt Offer), and an Institut onal Placement (together with the
Entitlement Offer, the “Offer”).
This Presentation is not a prospectus, disclosure document or offering document under Australian
outside Australi may be restricted by law. Persons who come into poss ssion of this
presentation who ar not in Aus ralia should seek advice on and obs rve any such restrictions.
Any failure to comply with such restrictions may constitute a violation of applicable laws.
None of The GPT Group, or the Underwriter, their affliates, related bodies corporate or the
offcers, employees, partners, directors or advisers of any of them (together, the Benefciaries)
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
under sections 708AA and 1012DA of The Corporations Act as notionally modified by ASIC class order 08/35 (together the_Entitlement Offer_), andan Institutional Placement (together with the Entitlement Offer, the “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 retail offer booklet for the Retail Entitlement Offer will be available following
its lodgement with ASX. Any Eligible Retail Securityholder who wishes to participate in the Retail Entitlement Offer should consider the retail offer booklet 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 retail offer booklet.
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 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.
- Eligible institutional securityholders of The GPT Group (Institutional Entitlement Offer); and
- Eligible retail securityholders of The GPT Group (Retail Entitlement Offer),
under sections 708AA and 1012DA of The Corporations Act as notionally modifed by ASIC class
order 08/35 (together th Entitlem nt Offer), and an Institut onal Placement (together with the
Entitlement Offer, the “Offer”).
This Presentation is not a prospectus, disclosure document or offering document under Australian
outside Australi may be restricted by law. Persons who come into poss ssion of this
presentation who ar not in Aus ralia should seek advice on and obs rve any such restrictions.
Any failure to comply with such restrictions may constitute a violation of applicable laws.
None of The GPT Group, or the Underwriter, their affliates, related bodies corporate or the
offcers, employees, partners, directors or advisers of any of them (together, the Benefciaries)
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
Statements in this Presentation are made only as of the date of this Presentation unless otherwise stated andthe information in this Presentation remains subject to change without notice. The GPT Group is not responsible for providing
law or under any other law. It is for information purposes only. The retail offer booklet for
e
this Presentation is, or shall be relied upon as, a promise, representation, warranty or guarantee,
updated information to any prospective investors.
Retail Entitlement Offer will be available following its lodgement with ASX. Any Eligible Retail
whether as to the past, the present or the future.
All dollar values are in Australian dollars (A$) and financial data is presented as at 31 December 2008 unless otherwise stated. The pro forma historical financial information included in this Presentation does not purport to be in compliance
with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission.
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 andthese differences may be material. You are cautioned not to place
undue relianceon 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 Offer and does not contain any application
form for the Offer.
Securityholder who wishes to participate in the Retail Entitlement Offer should consider the retail
offer booklet 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 Acc ptance Form which will accompany the retail offer booklet.
This Presentation does not purport to contain all the information that a prospective investor
To the maximum extent permitted by law, the Benefciaries disclaim all liability that may otherwise
arise due to any information contained in this Presentation being inaccurate or due to information
being omitt d from this docum nt, whe
er 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
Benefciaries liable in any respect in connection with this Presentation.
All dollar values are in Australian dollars (A$) and financial data is presented as at 31 December 2008 unless otherwise stated. The pro forma historical financial information included in this Presentation does not purport to be in compliance
with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission.
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 andthese differences may be material. You are cautioned not to place
undue relianceon 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 Offer and does not contain any application
form for the Offer.
Securityholder who wishes to participate in the Retail Entitlement Offer should consider the retail
offer booklet 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 Acc ptance Form which will accompany the retail offer booklet.
This Presentation does not purport to contain all the information that a prospective investor
To the maximum extent permitted by law, the Benefciaries disclaim all liability that may otherwise
arise due to any information contained in this Presentation being inaccurate or due to information
being omitt d from this docum nt, whe
er 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
Benefciaries liable in any respect in connection with this Presentation.
All dollar values are in Australian dollars (A$) and financial data is presented as at 31 December 2008 unless otherwise stated. The pro forma historical financial information included in this Presentation does not purport to be in compliance
with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission.
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 andthese differences may be material. You are cautioned not to place
undue relianceon 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 Offer and does not contain any application
form for the Offer.
Securityholder who wishes to participate in the Retail Entitlement Offer should consider the retail
offer booklet 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 Acc ptance Form which will accompany the retail offer booklet.
This Presentation does not purport to contain all the information that a prospective investor
To the maximum extent permitted by law, the Benefciaries disclaim all liability that may otherwise
arise due to any information contained in this Presentation being inaccurate or due to information
being omitt d from this docum nt, whe
er 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
Benefciaries liable in any respect in connection with this Presentation.
All dollar values are in Australian dollars (A$) and financial data is presented as at 31 December 2008 unless otherwise stated. The pro forma historical financial information included in this Presentation does not purport to be in compliance
with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission.
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 andthese differences may be material. You are cautioned not to place
undue relianceon 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 Offer and does not contain any application
form for the Offer.
Securityholder who wishes to participate in the Retail Entitlement Offer should consider the retail
offer booklet 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 Acc ptance Form which will accompany the retail offer booklet.
This Presentation does not purport to contain all the information that a prospective investor
To the maximum extent permitted by law, the Benefciaries disclaim all liability that may otherwise
arise due to any information contained in this Presentation being inaccurate or due to information
being omitt d from this docum nt, whe
er 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
Benefciaries liable in any respect in connection with this Presentation.
All dollar values are in Australian dollars (A$) and financial data is presented as at 31 December 2008 unless otherwise stated. The pro forma historical financial information included in this Presentation does not purport to be in compliance
with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission.
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 andthese differences may be material. You are cautioned not to place
undue relianceon 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 Offer and does not contain any application
form for the Offer.
Securityholder who wishes to participate in the Retail Entitlement Offer should consider the retail
offer booklet 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 Acc ptance Form which will accompany the retail offer booklet.
This Presentation does not purport to contain all the information that a prospective investor
To the maximum extent permitted by law, the Benefciaries disclaim all liability that may otherwise
arise due to any information contained in this Presentation being inaccurate or due to information
being omitt d from this docum nt, whe
er 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
Benefciaries liable in any respect in connection with this Presentation.
The GPT Group reserves the right to withdraw or vary the timetable for the 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 takento register theOffer
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 the Underwriter, their affiliates, related bodies corporate or the officers, employees, partners, directors or advisers of any of them (together, the_Beneficiaries_) guarantee or make any representationor 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.
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 Offer.
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")). Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, absent registration under the Securities Act or an exemption from registration. Neither the entitlements nor the
Stapled Securities offered under the 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 theaccount or benefit of, any US Person exceptin a transaction pursuant to an
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 Offer and the information
contained in, or referred to in, this Presentation.
The information in this Presentation does not constitute fnancial product advice (nor investment,
tax, accounting or legal advice) and has been prepared without taking account of any person’s
investment objectives, fnancial situation or particular needs.
Statements in this Presentation are made only as of th 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.
No Benefciary guarantees the repayment of capital or any particular rate of income or capital
return on an investment in The GPT Group. Past performance does no guarante that future
performance will be the same or even similar.
No person is authorised o give any information or make any representation i
connec ion
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 Offer.
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 defned in Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) (“US Person”)). Securities may not be
offered or sold in the United States or to, or for the account or beneft of, U.S. Persons, absent
registration under the Securiti s Act or an exemption from registra ion. Neither the entitlements
The GPT Group reserves the right to withdraw or vary the timetable for the 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 takento register theOffer
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 the Underwriter, their affiliates, related bodies corporate or the officers, employees, partners, directors or advisers of any of them (together, the_Beneficiaries_) guarantee or make any representationor 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.
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 Offer.
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")). Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, absent registration under the Securities Act or an exemption from registration. Neither the entitlements nor the
Stapled Securities offered under the 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 theaccount or benefit of, any US Person exceptin a transaction pursuant to an
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 Offer and the information
contained in, or referred to in, this Presentation.
The information in this Presentation does not constitute fnancial product advice (nor investment,
tax, accounting or legal advice) and has been prepared without taking account of any person’s
investment objectives, fnancial situation or particular needs.
Statements in this Presentation are made only as of th 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.
No Benefciary guarantees the repayment of capital or any particular rate of income or capital
return on an investment in The GPT Group. Past performance does no guarante that future
performance will be the same or even similar.
No person is authorised o give any information or make any representation i
connec ion
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 Offer.
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 defned in Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) (“US Person”)). Securities may not be
offered or sold in the United States or to, or for the account or beneft of, U.S. Persons, absent
registration under the Securiti s Act or an exemption from registra ion. Neither the entitlements
The GPT Group reserves the right to withdraw or vary the timetable for the 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 takento register theOffer
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 the Underwriter, their affiliates, related bodies corporate or the officers, employees, partners, directors or advisers of any of them (together, the_Beneficiaries_) guarantee or make any representationor 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.
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 Offer.
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")). Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, absent registration under the Securities Act or an exemption from registration. Neither the entitlements nor the
Stapled Securities offered under the 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 theaccount or benefit of, any US Person exceptin a transaction pursuant to an
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 Offer and the information
contained in, or referred to in, this Presentation.
The information in this Presentation does not constitute fnancial product advice (nor investment,
tax, accounting or legal advice) and has been prepared without taking account of any person’s
investment objectives, fnancial situation or particular needs.
Statements in this Presentation are made only as of th 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.
No Benefciary guarantees the repayment of capital or any particular rate of income or capital
return on an investment in The GPT Group. Past performance does no guarante that future
performance will be the same or even similar.
No person is authorised o give any information or make any representation i
connec ion
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 Offer.
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 defned in Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) (“US Person”)). Securities may not be
offered or sold in the United States or to, or for the account or beneft of, U.S. Persons, absent
registration under the Securiti s Act or an exemption from registra ion. Neither the entitlements
The GPT Group reserves the right to withdraw or vary the timetable for the 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 takento register theOffer
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 the Underwriter, their affiliates, related bodies corporate or the officers, employees, partners, directors or advisers of any of them (together, the_Beneficiaries_) guarantee or make any representationor 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.
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 Offer.
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")). Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, absent registration under the Securities Act or an exemption from registration. Neither the entitlements nor the
Stapled Securities offered under the 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 theaccount or benefit of, any US Person exceptin a transaction pursuant to an
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 Offer and the information
contained in, or referred to in, this Presentation.
The information in this Presentation does not constitute fnancial product advice (nor investment,
tax, accounting or legal advice) and has been prepared without taking account of any person’s
investment objectives, fnancial situation or particular needs.
Statements in this Presentation are made only as of th 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.
No Benefciary guarantees the repayment of capital or any particular rate of income or capital
return on an investment in The GPT Group. Past performance does no guarante that future
performance will be the same or even similar.
No person is authorised o give any information or make any representation i
connec ion
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 Offer.
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 defned in Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) (“US Person”)). Securities may not be
offered or sold in the United States or to, or for the account or beneft of, U.S. Persons, absent
registration under the Securiti s Act or an exemption from registra ion. Neither the entitlements
The GPT Group reserves the right to withdraw or vary the timetable for the 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 takento register theOffer
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 the Underwriter, their affiliates, related bodies corporate or the officers, employees, partners, directors or advisers of any of them (together, the_Beneficiaries_) guarantee or make any representationor 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.
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 Offer.
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")). Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, absent registration under the Securities Act or an exemption from registration. Neither the entitlements nor the
Stapled Securities offered under the 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 theaccount or benefit of, any US Person exceptin a transaction pursuant to an
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 Offer and the information
contained in, or referred to in, this Presentation.
The information in this Presentation does not constitute fnancial product advice (nor investment,
tax, accounting or legal advice) and has been prepared without taking account of any person’s
investment objectives, fnancial situation or particular needs.
Statements in this Presentation are made only as of th 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.
No Benefciary guarantees the repayment of capital or any particular rate of income or capital
return on an investment in The GPT Group. Past performance does no guarante that future
performance will be the same or even similar.
No person is authorised o give any information or make any representation i
connec ion
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 Offer.
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 defned in Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) (“US Person”)). Securities may not be
offered or sold in the United States or to, or for the account or beneft of, U.S. Persons, absent
registration under the Securiti s Act or an exemption from registra ion. Neither the entitlements
The GPT Group reserves the right to withdraw or vary the timetable for the 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 takento register theOffer
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 the Underwriter, their affiliates, related bodies corporate or the officers, employees, partners, directors or advisers of any of them (together, the_Beneficiaries_) guarantee or make any representationor 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.
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 Offer.
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")). Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, absent registration under the Securities Act or an exemption from registration. Neither the entitlements nor the
Stapled Securities offered under the 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 theaccount or benefit of, any US Person exceptin a transaction pursuant to an
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 Offer and the information
contained in, or referred to in, this Presentation.
The information in this Presentation does not constitute fnancial product advice (nor investment,
tax, accounting or legal advice) and has been prepared without taking account of any person’s
investment objectives, fnancial situation or particular needs.
Statements in this Presentation are made only as of th 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.
No Benefciary guarantees the repayment of capital or any particular rate of income or capital
return on an investment in The GPT Group. Past performance does no guarante that future
performance will be the same or even similar.
No person is authorised o give any information or make any representation i
connec ion
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 Offer.
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 defned in Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) (“US Person”)). Securities may not be
offered or sold in the United States or to, or for the account or beneft of, U.S. Persons, absent
registration under the Securiti s Act or an exemption from registra ion. Neither the entitlements
The GPT Group reserves the right to withdraw or vary the timetable for the 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 takento register theOffer
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 the Underwriter, their affiliates, related bodies corporate or the officers, employees, partners, directors or advisers of any of them (together, the_Beneficiaries_) guarantee or make any representationor 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.
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 Offer.
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")). Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, absent registration under the Securities Act or an exemption from registration. Neither the entitlements nor the
Stapled Securities offered under the 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 theaccount or benefit of, any US Person exceptin a transaction pursuant to an
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 Offer and the information
contained in, or referred to in, this Presentation.
The information in this Presentation does not constitute fnancial product advice (nor investment,
tax, accounting or legal advice) and has been prepared without taking account of any person’s
investment objectives, fnancial situation or particular needs.
Statements in this Presentation are made only as of th 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.
No Benefciary guarantees the repayment of capital or any particular rate of income or capital
return on an investment in The GPT Group. Past performance does no guarante that future
performance will be the same or even similar.
No person is authorised o give any information or make any representation i
connec ion
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 Offer.
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 defned in Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) (“US Person”)). Securities may not be
offered or sold in the United States or to, or for the account or beneft of, U.S. Persons, absent
registration under the Securiti s Act or an exemption from registra ion. Neither the entitlements
The GPT Group reserves the right to withdraw or vary the timetable for the 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 takento register theOffer
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 the Underwriter, their affiliates, related bodies corporate or the officers, employees, partners, directors or advisers of any of them (together, the_Beneficiaries_) guarantee or make any representationor 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.
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 Offer.
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")). Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, absent registration under the Securities Act or an exemption from registration. Neither the entitlements nor the
Stapled Securities offered under the 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 theaccount or benefit of, any US Person exceptin a transaction pursuant to an
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 Offer and the information
contained in, or referred to in, this Presentation.
The information in this Presentation does not constitute fnancial product advice (nor investment,
tax, accounting or legal advice) and has been prepared without taking account of any person’s
investment objectives, fnancial situation or particular needs.
Statements in this Presentation are made only as of th 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.
No Benefciary guarantees the repayment of capital or any particular rate of income or capital
return on an investment in The GPT Group. Past performance does no guarante that future
performance will be the same or even similar.
No person is authorised o give any information or make any representation i
connec ion
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 Offer.
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 defned in Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) (“US Person”)). Securities may not be
offered or sold in the United States or to, or for the account or beneft of, U.S. Persons, absent
registration under the Securiti s Act or an exemption from registra ion. Neither the entitlements
The GPT Group reserves the right to withdraw or vary the timetable for the 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 takento register theOffer
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 the Underwriter, their affiliates, related bodies corporate or the officers, employees, partners, directors or advisers of any of them (together, the_Beneficiaries_) guarantee or make any representationor 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.
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 Offer.
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")). Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, absent registration under the Securities Act or an exemption from registration. Neither the entitlements nor the
Stapled Securities offered under the 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 theaccount or benefit of, any US Person exceptin a transaction pursuant to an
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 Offer and the information
contained in, or referred to in, this Presentation.
The information in this Presentation does not constitute fnancial product advice (nor investment,
tax, accounting or legal advice) and has been prepared without taking account of any person’s
investment objectives, fnancial situation or particular needs.
Statements in this Presentation are made only as of th 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.
No Benefciary guarantees the repayment of capital or any particular rate of income or capital
return on an investment in The GPT Group. Past performance does no guarante that future
performance will be the same or even similar.
No person is authorised o give any information or make any representation i
connec ion
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 Offer.
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 defned in Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) (“US Person”)). Securities may not be
offered or sold in the United States or to, or for the account or beneft of, U.S. Persons, absent
registration under the Securiti s Act or an exemption from registra ion. Neither the entitlements
The GPT Group reserves the right to withdraw or vary the timetable for the 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 takento register theOffer
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 the Underwriter, their affiliates, related bodies corporate or the officers, employees, partners, directors or advisers of any of them (together, the_Beneficiaries_) guarantee or make any representationor 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.
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 Offer.
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")). Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, absent registration under the Securities Act or an exemption from registration. Neither the entitlements nor the
Stapled Securities offered under the 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 theaccount or benefit of, any US Person exceptin a transaction pursuant to an
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 Offer and the information
contained in, or referred to in, this Presentation.
The information in this Presentation does not constitute fnancial product advice (nor investment,
tax, accounting or legal advice) and has been prepared without taking account of any person’s
investment objectives, fnancial situation or particular needs.
Statements in this Presentation are made only as of th 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.
No Benefciary guarantees the repayment of capital or any particular rate of income or capital
return on an investment in The GPT Group. Past performance does no guarante that future
performance will be the same or even similar.
No person is authorised o give any information or make any representation i
connec ion
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 Offer.
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 defned in Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) (“US Person”)). Securities may not be
offered or sold in the United States or to, or for the account or beneft of, U.S. Persons, absent
registration under the Securiti s Act or an exemption from registra ion. Neither the entitlements
The GPT Group reserves the right to withdraw or vary the timetable for the 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 takento register theOffer
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 the Underwriter, their affiliates, related bodies corporate or the officers, employees, partners, directors or advisers of any of them (together, the_Beneficiaries_) guarantee or make any representationor 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.
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 Offer.
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")). Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, absent registration under the Securities Act or an exemption from registration. Neither the entitlements nor the
Stapled Securities offered under the 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 theaccount or benefit of, any US Person exceptin a transaction pursuant to an
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 Offer and the information
contained in, or referred to in, this Presentation.
The information in this Presentation does not constitute fnancial product advice (nor investment,
tax, accounting or legal advice) and has been prepared without taking account of any person’s
investment objectives, fnancial situation or particular needs.
Statements in this Presentation are made only as of th 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.
No Benefciary guarantees the repayment of capital or any particular rate of income or capital
return on an investment in The GPT Group. Past performance does no guarante that future
performance will be the same or even similar.
No person is authorised o give any information or make any representation i
connec ion
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 Offer.
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 defned in Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) (“US Person”)). Securities may not be
offered or sold in the United States or to, or for the account or beneft of, U.S. Persons, absent
registration under the Securiti s Act or an exemption from registra ion. Neither the entitlements
The GPT Group reserves the right to withdraw or vary the timetable for the 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 takento register theOffer
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 the Underwriter, their affiliates, related bodies corporate or the officers, employees, partners, directors or advisers of any of them (together, the_Beneficiaries_) guarantee or make any representationor 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.
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 Offer.
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")). Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, absent registration under the Securities Act or an exemption from registration. Neither the entitlements nor the
Stapled Securities offered under the 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 theaccount or benefit of, any US Person exceptin a transaction pursuant to an
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 Offer and the information
contained in, or referred to in, this Presentation.
The information in this Presentation does not constitute fnancial product advice (nor investment,
tax, accounting or legal advice) and has been prepared without taking account of any person’s
investment objectives, fnancial situation or particular needs.
Statements in this Presentation are made only as of th 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.
No Benefciary guarantees the repayment of capital or any particular rate of income or capital
return on an investment in The GPT Group. Past performance does no guarante that future
performance will be the same or even similar.
No person is authorised o give any information or make any representation i
connec ion
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 Offer.
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 defned in Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) (“US Person”)). Securities may not be
offered or sold in the United States or to, or for the account or beneft of, U.S. Persons, absent
registration under the Securiti s Act or an exemption from registra ion. Neither the entitlements
The GPT Group reserves the right to withdraw or vary the timetable for the 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 takento register theOffer
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 the Underwriter, their affiliates, related bodies corporate or the officers, employees, partners, directors or advisers of any of them (together, the_Beneficiaries_) guarantee or make any representationor 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.
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 Offer.
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")). Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, absent registration under the Securities Act or an exemption from registration. Neither the entitlements nor the
Stapled Securities offered under the 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 theaccount or benefit of, any US Person exceptin a transaction pursuant to an
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 Offer and the information
contained in, or referred to in, this Presentation.
The information in this Presentation does not constitute fnancial product advice (nor investment,
tax, accounting or legal advice) and has been prepared without taking account of any person’s
investment objectives, fnancial situation or particular needs.
Statements in this Presentation are made only as of th 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.
No Benefciary guarantees the repayment of capital or any particular rate of income or capital
return on an investment in The GPT Group. Past performance does no guarante that future
performance will be the same or even similar.
No person is authorised o give any information or make any representation i
connec ion
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 Offer.
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 defned in Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) (“US Person”)). Securities may not be
offered or sold in the United States or to, or for the account or beneft of, U.S. Persons, absent
registration under the Securiti s Act or an exemption from registra ion. Neither the entitlements
The GPT Group reserves the right to withdraw or vary the timetable for the 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 takento register theOffer
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 the Underwriter, their affiliates, related bodies corporate or the officers, employees, partners, directors or advisers of any of them (together, the_Beneficiaries_) guarantee or make any representationor 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.
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 Offer.
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")). Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, absent registration under the Securities Act or an exemption from registration. Neither the entitlements nor the
Stapled Securities offered under the 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 theaccount or benefit of, any US Person exceptin a transaction pursuant to an
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 Offer and the information
contained in, or referred to in, this Presentation.
The information in this Presentation does not constitute fnancial product advice (nor investment,
tax, accounting or legal advice) and has been prepared without taking account of any person’s
investment objectives, fnancial situation or particular needs.
Statements in this Presentation are made only as of th 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.
No Benefciary guarantees the repayment of capital or any particular rate of income or capital
return on an investment in The GPT Group. Past performance does no guarante that future
performance will be the same or even similar.
No person is authorised o give any information or make any representation i
connec ion
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 Offer.
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 defned in Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) (“US Person”)). Securities may not be
offered or sold in the United States or to, or for the account or beneft of, U.S. Persons, absent
registration under the Securiti s Act or an exemption from registra ion. Neither the entitlements
The GPT Group reserves the right to withdraw or vary the timetable for the 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 takento register theOffer
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 the Underwriter, their affiliates, related bodies corporate or the officers, employees, partners, directors or advisers of any of them (together, the_Beneficiaries_) guarantee or make any representationor 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.
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 Offer.
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")). Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, absent registration under the Securities Act or an exemption from registration. Neither the entitlements nor the
Stapled Securities offered under the 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 theaccount or benefit of, any US Person exceptin a transaction pursuant to an
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 Offer and the information
contained in, or referred to in, this Presentation.
The information in this Presentation does not constitute fnancial product advice (nor investment,
tax, accounting or legal advice) and has been prepared without taking account of any person’s
investment objectives, fnancial situation or particular needs.
Statements in this Presentation are made only as of th 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.
No Benefciary guarantees the repayment of capital or any particular rate of income or capital
return on an investment in The GPT Group. Past performance does no guarante that future
performance will be the same or even similar.
No person is authorised o give any information or make any representation i
connec ion
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 Offer.
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 defned in Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) (“US Person”)). Securities may not be
offered or sold in the United States or to, or for the account or beneft of, U.S. Persons, absent
registration under the Securiti s Act or an exemption from registra ion. Neither the entitlements
The GPT Group reserves the right to withdraw or vary the timetable for the 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 takento register theOffer
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 the Underwriter, their affiliates, related bodies corporate or the officers, employees, partners, directors or advisers of any of them (together, the_Beneficiaries_) guarantee or make any representationor 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.
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 Offer.
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")). Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, absent registration under the Securities Act or an exemption from registration. Neither the entitlements nor the
Stapled Securities offered under the 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 theaccount or benefit of, any US Person exceptin a transaction pursuant to an
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 Offer and the information
contained in, or referred to in, this Presentation.
The information in this Presentation does not constitute fnancial product advice (nor investment,
tax, accounting or legal advice) and has been prepared without taking account of any person’s
investment objectives, fnancial situation or particular needs.
Statements in this Presentation are made only as of th 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.
No Benefciary guarantees the repayment of capital or any particular rate of income or capital
return on an investment in The GPT Group. Past performance does no guarante that future
performance will be the same or even similar.
No person is authorised o give any information or make any representation i
connec ion
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 Offer.
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 defned in Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) (“US Person”)). Securities may not be
offered or sold in the United States or to, or for the account or beneft of, U.S. Persons, absent
registration under the Securiti s Act or an exemption from registra ion. Neither the entitlements
exemption from, or not subject to, the registration requirements of the Securities Act and any other applicable laws.
INTERESTS OF THE UNDERWRITER
The Underwriter, its 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
By attending an investor presentation or briefing, or accepting, accessing or reviewing this document you agree to the above.
All dollar values are in Australian dollars (A$) and fnancial data is presented as at 31 December
2008 unless otherwise stated. The pro forma historical fnancial information included in this
Presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules
and regulations of the US Securities and Exchange Commission.
nor the Stapled Securities offered under the 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
beneft 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.
exemption from, or not subject to, the registration requirements of the Securities Act and any other applicable laws.
INTERESTS OF THE UNDERWRITER
The Underwriter, its 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
By attending an investor presentation or briefing, or accepting, accessing or reviewing this document you agree to the above.
All dollar values are in Australian dollars (A$) and fnancial data is presented as at 31 December
2008 unless otherwise stated. The pro forma historical fnancial information included in this
Presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules
and regulations of the US Securities and Exchange Commission.
nor the Stapled Securities offered under the 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
beneft 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.
Any forecast or other forward looking statement contained in this Presentation are subject to
known and unknown risks and uncertainties and may involve signifcant 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
INTERESTS OF THE UNDERWRITER
The Underwriter, its affliates, directors, offcers, employees, agents or associates may, from time
to time, hold interests in the securities of, or earn brokerage, fees or other benefts from The GPT
Group.
ACCEPTANCE
By attending an investor presentation or briefng, or accepting, accessing or reviewing this
document you agree to the above.
Any forecast or other forward looking statement contained in this Presentation are subject to
known and unknown risks and uncertainties and may involve signifcant 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
INTERESTS OF THE UNDERWRITER
The Underwriter, its affliates, directors, offcers, employees, agents or associates may, from time
to time, hold interests in the securities of, or earn brokerage, fees or other benefts from The GPT
Group.
ACCEPTANCE
By attending an investor presentation or briefng, or accepting, accessing or reviewing this
document you agree to the above.
under the Offer and does not contain any application form for the Offer. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
2
GPT Retail Information Booklet 11

EQUITY RAISING AND STRATEGIC INITIATIVES PRESENTATION

12 GPT Retail Information Booklet

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Executive Summary NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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GPT Retail Information Booklet 13

EQUITY RAISING AND STRATEGIC INITIATIVES PRESENTATION

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14 GPT Retail Information Booklet

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6
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GPT Retail Information Booklet 15

EQUITY RAISING AND STRATEGIC INITIATIVES PRESENTATION

Rationale for the Raising (Continued)
Gearing below does not reflect positive impacts from
-
Any take-up of the Retail Entitlement Offer
-
Positive impact of exchange rate movements since 31 December 2008
Pro forma balance sheet gearing1
Pro forma look through gearing1
60%
Look through gearing covenant = 55%
60%
55%
55%
55%
55%
47%
50%
50%
40%
40%
45%
Indicative
745bp cap
rate buffer
40%
45%
Balance sheet gearing covenant = 40%
35%
34%
35%
Indicative
370bp cap 370bp cap 28%
30%
30%
rate buffer
25%
25%
26%
25%
25%
25%
26%
25%
25%
25%
26%
25%
20%
20%
15%
15%
10%
10%
5%
5%
0%
0%
31 December 2008
Equity raising²
Exit offshore businesses
31 December 2008
Equity raising²
Exit offshore businesses
for nil consideration³
for nil consideration³

If the Retail Entitlement Offer is 100% subscribed, balance sheet gearing post equity raising is 21%
and look through gearing is 37% (prior to exit of offshore businesses) Notes: 1. Debt (less cash) / total tangible assets (less cash). 2. Post (i) debt and cash movements since 31 December 2008 (constant currency basis); (ii) $143 million sell down of interests in GWOF and GWSCF, and; (iii) 1 for 1 Entitlement Offer and $120 million Placement at $0.35. Does not include the impact of previously announced sales of Cradle Mountain Lodge and Cannon Hill Homemaker. Assumes net proceeds of the Offer are applied against outstanding interest bearing liabilities. Based on $1.2 billion fully underwritten institutional component only. 3. Sensitivity analysis only: Assumes deconsolidation of the Babcock & Brown Joint Venture, European funds management / warehoused assets and US Seniors Housing. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
7

16 GPT Retail Information Booklet

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$0.6bn
Domestic bilaterals $0.4bn Offshore Euro synd. banks $1.2bn Domestic Euro synd. banks
2.2
expires
Dept facility
1.9
Dec 2010 liquidity
Pro forma 31
4
0.2 2009 option exercise
Highpoint put
0.6 capex
2009 & 2010
0.2
expires
2010 MTN
3
0.1
take-up)
2009 & 2010 DRP (natural
2.8
Current liquidity
2
1.4
debt facilities
Undrawn existing
1
1.2
Equity raising
Retail take-up of Entitlement Offer (up to $470 million) Extension of $0.4 billion secured bilateral facilities (currently undrawn) Refinancing the existing Euro syndicated facility Non-core asset sales 0.2
balance
Net funding requirement to 31 December 2010 to reduce from $1.5 billion to $0.3 billion. Refinancing requirement can be funded by a combination of – – – – Pro forma cash NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
does not acquire the interest (i.e. GPT is required to acquire the interest).
Liquidity � 3.5 3.0 2.5 2.0 1.5 1.0 0.5 0.0 Notes: 1. Equity raising comprises a 1 for 1 Entitlement Offer and $120 million Placement at $0.35. Based on $1.2 billion fully underwritten institutional component net of transaction costs. 2. GPT undrawn debt currently available at current exchange rates. 3. Assumes 25% natural participation for 2 quarters of 2009 and for all of 2010. 4. Assumes Highpoint Property Group elects to put one third of its 50% interest (16.67% of the asset) in Highpoint Shopping Centre and the adjacent Maribyrnong Homemaker City Centre in 2009 to GWSCF and GWSCF
8
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GPT Retail Information Booklet 17

EQUITY RAISING AND STRATEGIC INITIATIVES PRESENTATION

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$0.35
Offer price
(31%)
$0.51
CY09 VWAP¹
31% discount to CY09 VWAP $0.60 $0.50 $0.40 $0.30 $0.20 $0.10 $0.00
$0.35
Offer price
(24%)
$0.46
5 day VWAP¹
24% discount to 5 day VWAP $0.60 $0.50 $0.40 $0.30 $0.20 $0.10 $0.00
$0.35
Offer price
(26%)
$0.475
Institutional Entitlement Offer (approximately $1.1 billion) and Placement ($120 million) fully underwritten $470 million retail component not underwritten, however, subject to GPT’s discretion
Last closing price¹
1 for 1 non-renounceable Entitlement Offer and institutional Placement at $0.35 per stapled security to raise up to $1.7 billion – – NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Offer Overview � Offer pricing 26% discount to last close $0.60 $0.50 $0.40 $0.30 $0.20 $0.10 $0.00 Note: 1. Pricing data sourced from IRESS as at 6 May 2009.
9
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18 GPT Retail Information Booklet

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10.5%
Clth Office
9.9% Dexus
9.7%
Stockland
2
8.7%
Westfield
8.1%
CFS Retail
8.0% Mirvac
12.6%
GPT offer
(annualised)³
13.7%
GPT offer
14% 2009 DPS yield on issue price 16% 14% 12% 10% 8% 6% 4% 2% 0%
$0.35
Offer price
(63%)
$0.95
Pro forma NTA¹
If the Retail Entitlement Offer is 100% subscribed, pro forma NTA per security post equity raising is $0.86 (prior to exit of offshore businesses) NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Incorporates dilutive effect of offer on GPT ordinary stapled securities issuable under the exchangeable security held by GIC. Offer impact based on $1.2 billion fully underwritten institutional component only. peers with a 30 June year end. GPT yield on issue price based on 4.8 cents per security distributable income in 2009. Offer impact based on $1.2 billion fully underwritten institutional component only.
Offer Overview (Continued) Relative value 63% discount to pro forma NTA per security $1.00 $0.80 $0.60 $0.40 $0.20 $0.00 � Notes: 1. Post (i) debt and cash movements since 31 December 2008 (constant currency basis); (ii) $143 million sell down of interests in GWOF and GWSCF, and; (iii) 1 for 1 Entitlement Offer and $120 million Placement at $0.35. 2. Peer trading yields based on broker consensus 2009 DPS estimates. Pricing data sourced from IRESS as at 6 May 2009. GPT and Westfield have a 31 December year end. Average of FY09 and FY10 DPS used for other 3. GPT offer (annualised) yield based on annualised 2H09 distributable income per security of 4.4 cents.
10
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GPT Retail Information Booklet 19

EQUITY RAISING AND STRATEGIC INITIATIVES PRESENTATION

Babcock & Brown Joint Venture �GPT can now seek an accelerated exit from the Babcock & Brown Joint Venture – GPT acknowledges the Joint Venture is unlikely to have any material value in the future – GPT no longer constrained by debt covenants �All exit options will be considered – This capital raising provides headroom to execute a wider range of options �The Joint Venture is non-recourse1to GPT �No further capital will be committed to the Joint Venture

20 GPT Retail Information Booklet

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1 2.6 2.2 4.8 4.4
1
2009 DPS (cents)
All investors will receive a distribution of 1.6 cents per security (not payable on New Securities)
Guidance for full year 2009 DPS of 4.8 cents DPS of 4.4 cents annualising 2H09 forecast DPS of 2.2 cents 2009 base case guidance consistent with market guidance provided in ASX Announcement of 30 April 2009 Participation in DRP suspended for the March quarter – If the Retail Entitlement Offer is 100% subscribed, 2009 DPS is forecast at 4.5 cents and 2H 2009 annualised DPS at 4.0 cents NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
1H 2009 2H 2009 Total 2H 2009 annualised core asset sales. Post distributions on the exchangeable securities held by GIC ($25 million per annum). Post 1 for 1 Entitlement Offer and $120 million Placement at $0.35. Assumes net proceeds of the Offer are applied against outstanding interest bearing liabilities. Based on $1.2 billion fully underwritten institutional component only.
Distributions � � � � � Note: 1. Assumes zero distributable earnings from the Babcock & Brown Joint Venture. Excludes any future valuations of investment properties, future movements in the value of derivatives, impact of potential DRPs in 2009 and non-
12
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GPT Retail Information Booklet 21

EQUITY RAISING AND STRATEGIC INITIATIVES PRESENTATION continued

Indicative Timetable 13
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
4.00pm (Sydney time)
Thursday 7 May 2009
Securityholder declaration forms due to Orient Capital
Thursday 21 May 2009
First close on retail offer
Friday 8 May 2009
Institutional allocations advised
5.00pm (Sydney time)
Tuesday 9 June 2009
Retail Entitlement Offer closes (closing date)
Tuesday 16 June 2009
Allotment of New Securities issued under the Retail Entitlement Offer (final allotment)
7.00pm (Sydney time)
Tuesday 12 May 2009
Record date to determine right to participate in the Entitlement Offer
9.30am (Sydney time)
Friday 8 May 2009
Placement and Institutional Entitlement Offer closes
Tuesday 26 May 2009
Settlement of Institutional Offer
Monday 18 May 2009
Retail Entitlement Offer opens
Wednesday 17 June 2009
Expected date for trading of New Securities issued under the Retail Entitlement Offer on a normal settlement
basis
Wednesday 27 May 2009
Allotment and trading of New Securities issued under the Institutional Offer and New Securities under the
Retail Entitlement Offer for which valid acceptances have been received (initial allotment)
10.00am (Sydney time)
Thursday 7 May 2009
Placement and Institutional Entitlement Offer opens
Note:
1.
The timetable above is indicative only. GPT, in conjunction with the underwriter, 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, GPT 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.

22 GPT Retail Information Booklet

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Financial Analysis NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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GPT Retail Information Booklet 23

EQUITY RAISING AND STRATEGIC INITIATIVES PRESENTATION continued

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Indicative 220bp cap rate buffer
4
32% 8.0%
expansion
…and 150bp cap rate
Balance sheet gearing covenant = 40%
4
30% 7.5%
expansion
…and 100bp cap rate
4
28% 7.0%
expansion
…and 50bp cap rate
3
— sensitivity analysis
1 26%
consideration
Exit offshore businesses for nil
2 6.5%
25% 5
Equity raising
34%
31 December 2008
Based on $1.2 billion minimum raising Assumes zero retail take-up — 100% retail take-up reduces balance sheet gearing post raising by c.4%
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Balance Sheet Impact of Strategic Initiatives Pro forma balance sheet gearing � � 45% 40% 35% 30% 25% 20% 15% 10% 5% 0% Core domestic portfolio — average cap rate Notes: 1. Debt (less cash) / total tangible assets (less cash). 2. Post (i) debt and cash movements since 31 December 2008 (constant currency basis); (ii) $143 million sell down of interests in GWOF and GWSCF, and; (iii) 1 for 1 Entitlement Offer and $120 million Placement at $0.35. Does not include the impact of previously announced sales of Cradle Mountain Lodge and Cannon Hill Homemaker. Assumes net proceeds of the offer are applied against outstanding interest bearing liabilities. Based on $1.2 billion fully underwritten institutional component only. 3. Deconsolidation of the Babcock & Brown Joint Venture, European funds management / warehoused assets and US Seniors Housing. 4. Cap rate expansion applied to GPT’s remaining domestic assets; assumes no offsetting NOI growth. Includes GWOF and GWSCF co-investment stakes.5.
15
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24 GPT Retail Information Booklet

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Indicative 595bp cap rate buffer
4
33% 8.0%
expansion
…and 150bp cap rate
Look through gearing covenant = 55%
4
32% 7.5%
expansion
…and 100bp cap rate
4
30% 7.0%
expansion
…and 50bp cap rate
3
— sensitivity analysis
1 28%
consideration
Exit offshore businesses for nil
2 6.5%
5
40%
Equity raising
47%
31 December 2008
Based on $1.2 billion minimum raising Assumes zero retail take-up — 100% retail take-up reduces look through gearing post raising by c.3%
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Balance Sheet Impact of Strategic Initiatives Pro forma look through gearing � � 60% 55% 50% 45% 40% 35% 30% 25% 20% 15% 10% 5% 0% Core domestic portfolio — average cap rate Notes: 1. Debt (less cash) / total tangible assets (less cash). 2. Post (i) debt and cash movements since 31 December 2008 (constant currency basis); (ii) $143 million sell down of interests in GWOF and GWSCF, and; (iii) 1 for 1 Entitlement Offer and $120 million Placement at $0.35. Does not include the impact of previously announced sales of Cradle Mountain Lodge and Cannon Hill Homemaker. Assumes net proceeds of the offer are applied against outstanding interest bearing liabilities. Based on $1.2 billion fully underwritten institutional component only. 3. Deconsolidation of the Babcock & Brown Joint Venture, European funds management / warehoused assets and US Seniors Housing on a look through basis. 4. Cap rate expansion applied to GPT’s remaining domestic assets; assumes no offsetting NOI growth. Includes GWOF and GWSCF co-investment stakes.5.
16
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GPT Retail Information Booklet 25

EQUITY RAISING AND STRATEGIC INITIATIVES PRESENTATION continued

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4
0.54 8.0%
expansion
…and 150bp cap rate
4
0.60 7.5%
expansion
…and 100bp cap rate
4
proceeds of the offer are applied against outstanding interest bearing liabilities.
0.67 7.0%
expansion
…and 50bp cap rate
3
0.76
consideration
Exit offshore businesses for nil
— sensitivity analysis
1
2
6.5%
0.95 5
Equity raising
1.43
31 December 2008
Based on $1.2 billion minimum raising Assumes zero retail take-up — 100% retail take-up reduces NTA per security post raising by c.$0.09 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
$0.35. Does not include the impact of previously announced sales of Cradle Mountain Lodge and Cannon Hill Homemaker. Assumes net Based on $1.2 billion fully underwritten institutional component only.
Balance Sheet Impact of Strategic Initiatives Pro forma NTA per security � � $1.50 $1.25 $1.00 $0.75 $0.50 $0.25 $0.00 Core domestic portfolio — average cap rate Notes: 1. Adjusted for GPT ordinary stapled securities issuable under the exchangeable security held by GIC. 2. Post (i) debt and cash movements since 31 December 2008 (constant currency basis); (ii) $143 million sell down of interests in GWOF and GWSCF, and; (iii) 1 for 1 Entitlement Offer and $120 million Placement at 3. Deconsolidation of the Babcock & Brown Joint Venture, European funds management / warehoused assets and US Seniors Housing. 4. Cap rate expansion applied to GPT’s remaining domestic assets; assumes no offsetting NOI growth. 5. Includes GWOF and GWSCF co-investment stakes.
17
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26 GPT Retail Information Booklet

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4.4
Equity raising (annualised)³
4.8
Equity raising²
6.6
Base case forecast¹
Based on $1.2 billion minimum raising Assumes zero retail take-up — pro forma 2009 DPS with 100% retail take-up is forecast at 4.5 cents NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Reflects increased financing costs of approximately $20 million as a result of GPT’s credit rating from Moody’s being downgraded to Baa3 (disclosed to the ASX on 17 April 2009) and the dilutive impact of non-core asset sales not reflected in the October 2008 PDS / prospectus forecast. Incorporates distributions on the exchangeable securities held by GIC ($25 million per annum). institutional component only.
Distribution Impact of Strategic Initiatives Pro forma 2009 DPS (cents) � � 8.0 7.0 6.0 5.0 4.0 3.0 2.0 1.0 0.0 Notes: 1. As per market guidance provided on 30 April 2009. Excludes earnings pertaining to the Babcock & Brown Joint Venture and any future valuations of investment properties or future movements in the value of derivatives. 2. Equity raising comprises a 1 for 1 Entitlement Offer and $120 million Placement at $0.35. Assumes net proceeds of the offer are applied against outstanding interest bearing liabilities. Based on $1.2 billion fully underwritten 3. Based on forecast 2H09 DPS of 2.2 cents.
18
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GPT Retail Information Booklet 27

EQUITY RAISING AND STRATEGIC INITIATIVES PRESENTATION continued

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529 50 (13) 2 (191) (22) 355 25 4.8
1
Forecast $m
Year ending 31 Dec 09
2
5
4
3
Realised operating income forms the basis for distributions to ordinary securityholders Excludes any positive impact of a credit rating upgrade Assumes zero distributable earnings from the Babcock & Brown Joint Venture. Excludes any future valuations of investment properties, future movements in the value of derivatives, impact of potential DRPs in 2009 and non-core asset sales. Post distributions on the exchangeable securities held by GIC ($25 million per annum). Includes GWOF and GWSCF co-investment stakes. 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. Distributions on the exchangeable securities are calculated at 10% per annum. Reflects the increased number of securities on issue. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Retail, Office, Industrial and Funds Management Australia Hotel / Tourism US Seniors Housing and Funds Management Europe Development Financing costs Other corporate costs Total realised operating income (excluding Babcock & Brown Joint Venture) Exchangeable security distributions Distribution to ordinary securityholders (cents)
Financial Analysis Distribution Guidance � � Notes: 1. 2. 3. 4. 5.
19
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28 GPT Retail Information Booklet

Financial Analysis
Balance Sheet
20
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
(194)
(156)
(38)
Other equity3
7
,
7
9
1
979
6,812
Total equity
47%
34%
$1.43
40%
Look through gearing (%)4
25%
Balance sheet gearing (%)4
$0.95
Net tangible assets per stapled security ($)
Notes:
1.
Current economic conditions may have an adverse effect on property valuations.
2.
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.
3.
Other equity includes retained profits, reserves and equity attributable to external minority interests.
4.
Total debt (less cash) / total tangible assets (less cash).
5.
Pro forma adjustments have been made for the distribution paid in March 2009, sell down of interests in GWOF and GWSCF, debt repayment and the minimum proceeds of this issue.
20
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
(194)
(156)
(38)
Other equity3
7
,
7
9
1
979
6,812
Total equity
47%
34%
$1.43
40%
Look through gearing (%)4
25%
Balance sheet gearing (%)4
$0.95
Net tangible assets per stapled security ($)
Notes:
1.
Current economic conditions may have an adverse effect on property valuations.
2.
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.
3.
Other equity includes retained profits, reserves and equity attributable to external minority interests.
4.
Total debt (less cash) / total tangible assets (less cash).
5.
Pro forma adjustments have been made for the distribution paid in March 2009, sell down of interests in GWOF and GWSCF, debt repayment and the minimum proceeds of this issue.
20
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
(194)
(156)
(38)
Other equity3
7
,
7
9
1
979
6,812
Total equity
47%
34%
$1.43
40%
Look through gearing (%)4
25%
Balance sheet gearing (%)4
$0.95
Net tangible assets per stapled security ($)
Notes:
1.
Current economic conditions may have an adverse effect on property valuations.
2.
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.
3.
Other equity includes retained profits, reserves and equity attributable to external minority interests.
4.
Total debt (less cash) / total tangible assets (less cash).
5.
Pro forma adjustments have been made for the distribution paid in March 2009, sell down of interests in GWOF and GWSCF, debt repayment and the minimum proceeds of this issue.
20
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
(194)
(156)
(38)
Other equity3
7
,
7
9
1
979
6,812
Total equity
47%
34%
$1.43
40%
Look through gearing (%)4
25%
Balance sheet gearing (%)4
$0.95
Net tangible assets per stapled security ($)
Notes:
1.
Current economic conditions may have an adverse effect on property valuations.
2.
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.
3.
Other equity includes retained profits, reserves and equity attributable to external minority interests.
4.
Total debt (less cash) / total tangible assets (less cash).
5.
Pro forma adjustments have been made for the distribution paid in March 2009, sell down of interests in GWOF and GWSCF, debt repayment and the minimum proceeds of this issue.
20
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
(194)
(156)
(38)
Other equity3
7
,
7
9
1
979
6,812
Total equity
47%
34%
$1.43
40%
Look through gearing (%)4
25%
Balance sheet gearing (%)4
$0.95
Net tangible assets per stapled security ($)
Notes:
1.
Current economic conditions may have an adverse effect on property valuations.
2.
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.
3.
Other equity includes retained profits, reserves and equity attributable to external minority interests.
4.
Total debt (less cash) / total tangible assets (less cash).
5.
Pro forma adjustments have been made for the distribution paid in March 2009, sell down of interests in GWOF and GWSCF, debt repayment and the minimum proceeds of this issue.
31 December 2008 Pro forma post offer 214 11,509 305 49 12,077 (
3
,
1
5
4
)
(1,132) (
4
,
2
8
6
)
7
,
7
9
1
7,745 240 (194) 7
,
7
9
1
$0.95 25% 40%
Adjustments5 (748) (205) (
9
5
3
)
1
,
8
5
9
73 1
,
9
3
2
9
7
9
1,135 0 (156) 979
31 December 2008 Actual 962 11,714 305 49 13,030 (547) (4,466) (5,013) (1,205) (6,218) 6,812 6,610 240 (38) 6,812 $1.43 34% 47%
$ million ASSETS Cash Real estate related assets1 Other assets Intangible assets Total assets LIABILITIES Current borrowings Non-current borrowings Total borrowings2 Other liabilities Total liabilities Net assets EQUITY Contributed equity Exchangeable securities Other equity3 Total equity Net tangible assets per stapled security ($) Balance sheet gearing (%)4 Look through gearing (%)4

GPT Retail Information Booklet 29

EQUITY RAISING AND STRATEGIC INITIATIVES PRESENTATION continued

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Appendix A
Key Risks and Other Information
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Key Primary Business Risks

Debt covenants

  • GPT has various covenants in relation to its banking facilities, including: – A balance sheet gearing limit of 40%;

    • A look through gearing limit of 55%; and
  • A minimum interest cover ratio of 2.0 times

  • � Under the trust constitution, the responsible entity of GPT 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. The responsible entity of GPT tests this covenant at regular intervals at the same time as it tests the gearing covenants in the financing arrangements. The next testing date is 30 June 2009

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

  • � Covenants pertaining to some debt facilities also prevent GPT from granting priority debt without the consent of lenders, potentially reducing GPT’s flexibility to restructure existing debt facilities should market and credit conditions necessitate such a restructure

  • � 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

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

30 GPT Retail Information Booklet

Key Primary Business Risks (Continued)

Availability of funding

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

  • If GPT 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

Credit rating

  • Several of GPT’s debt facilities contain ratings driven pricing provisions. Deterioration of GPT’s credit rating may increase GPT’s cost of funding. GPT’s ability to obtain new debt facilities may be adversely impacted

Fair value of investment properties

  • There is a risk that the value of GPT’s portfolios may fall. This will have a negative impact on GPT’s net tangible assets and may cause difficulty maintaining GPT’s desired leverage ratio and other financial measures

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

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

Key Primary Business Risks (Continued)

Babcock & Brown Joint Venture

  • GPT had an investment of $1.2 billion in preferred capital in the Babcock & Brown Joint Venture as at 31 December 2008. Deterioration in economic conditions and property markets in the regions in which the Babcock & Brown Joint Venture operates could have a materially adverse impact on the income derived from, and the realisable value of, the Babcock & Brown Joint Venture’s net assets. GPT 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. GPT has no direct control over the management of the Babcock & Brown Joint Venture which could result in the Babcock & Brown Joint Venture not being managed in GPT’s best interest

  • GPT is currently in advanced negotiations with Babcock & Brown to take over management of these assets. However, there is no certainty that an agreement with Babcock & Brown will be reached

  • � A number of the Babcock & Brown Joint Venture’s bank loans have gearing and other financial 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 GPT. However, GPT has (together with Babcock & Brown) provided limited guarantees with respect of the obligations of certain subsidiary companies of Marelda Retail Holdings LLC (Marelda) under loan agreements with Countrywide Commercial Real Estate Finance Inc.

  • As at 31 December 2008, the amount outstanding against the loan was US$313 million and the book value of the assets held by Marelda was US$362 million

  • In GPT’s view, it is unlikely that the guarantees would be called upon and, in the event that they are, the amount payable under the guarantee would not be material

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GPT Retail Information Booklet 31

EQUITY RAISING AND STRATEGIC INITIATIVES PRESENTATION continued

Key Primary Business Risks (Continued)

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Accelerated exit from Babcock & Brown Joint Venture
� GPT has announced its intention to seek to accelerate the exit from the Babcock & Brown Joint Venture
� Exiting the Babcock & Brown Joint Venture is complicated and GPT is currently reviewing various methods to do this.
There is a risk GPT may not be able to exit the Joint Venture in a timely manner
Alliance / H20 deconsolidation / sale
� GPT is currently undertaking a sale process over Alliance and H20 which will enable it to deconsolidate debt
associated with those portfolios. There is a risk these processes will not be completed by 30 June 2009
DAF indemnity
� The GPT European funds management business is the manager of various real estate funds including the Dutch
Active Fund (DAF)
� GPT has provided an indemnity to the investors in DAF that the fund will be treated as a Real Estate Investment
Trust for Dutch tax purposes. At present DAF is not a Real Estate Investment Trust, though historically the fund has
been a Real Estate Investment Trust for Dutch tax purposes and will be treated as a Real Estate Investment Trust
through to September 2009. GPT has requested an extension of this date and is pursuing a number of initiatives to
maintain the Real Estate Investment Trust tax status of DAF. Should neither the exemption or other initiatives be
successful, there is a risk GPT will need to provide €1.50 to €1.75 million per annum over the next 4 years to existing
DAF investors
25 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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  • Key Primary Business Risks (Continued) Interest rates and foreign exchange rates � GPT is subject to the risk of: - Rising interest rates associated with borrowing on a floating interest rate basis. GPT manages its exposure to adverse fluctuations in floating interest rates by entering into interest rate hedging arrangements, including derivative financial instruments; and

    • Unfavourable movements between the A$ and the US$ and € denominated earnings from GPT’s business activities in the United States and Europe, respectively. GPT manages the impact of currency exchange rate movements on both its earnings and net assets by entering into hedging arrangements, including derivative financial instruments
  • � To the extent that GPT’s exposure to floating interest rates, foreign currency denominated earnings and net assets are not hedged, movements will affect GPT’s operating performance or balance sheet position. The effect may be negative, depending on the actual interest rate or exchange rate movements

  • � Several of GPT’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 notified by the agent as the cost of funding its participation from whatever source it may reasonably select

  • � Market disruption events are: - 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

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

    • GPT may prepay the whole or part of the loan. Break costs are payable by GPT and break gains (if any) are netted off against any payment GPT 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

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

32 GPT Retail Information Booklet

Key Primary Business Risks (Continued)

Highpoint put option

  • 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 (book value of approximately $600 million, 50% interest). If the put is to be exercised, three months notice must be provided. If GWSCF does not acquire the interest and another person is not nominated to acquire it, GPT is required to do so. This put option expires in 2016

  • � 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 GPT 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 GPT

  • In March 2009, the co-owners of the Highpoint Shopping Centre gave GWSCF a notice of intent to put one third of its 50% interest (16.67% of the asset, book value of approximately $200 million at 31 December 2008) to GWSCF in 2009

  • If the co-owners put the remainder of the Highpoint Shopping Centre to GPT in 2010 and GWSCF elect not to acquire it, GPT may be required to acquire the interest for $400 million (the final amount is subject to agreed valuation at the time)

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

Key Primary Business Risks (Continued)

Non-core asset sales

  • GPT, in line with its strategy of focusing on domestic core operations and reducing leverage, is undertaking a noncore asset realisation program. The assets identified for sale include:

  • The Australian hotel / tourism portfolio;

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

  • European funds management warehoused assets.

  • In the current market environment, there is a material risk that GPT will not be able to sell the identified non-core assets as planned in the desired time frame and on acceptable terms. There is a risk that GPT may sell these assets at a discount to book value as at 31 December 2008

  • In the event asset sales do occur, they are likely to be dilutive to GPT’s earnings although will have a positive impact on gearing and liquidity

GIC exchangeable securities

  • As a result of the capital raising the exchange price of the GIC exchangeable securities will be adjusted in line with the instrument’s terms and conditions

  • This adjustment will increase the number of securities into which the exchangeable can be exchanged

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28 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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GPT Retail Information Booklet 33

EQUITY RAISING AND STRATEGIC INITIATIVES PRESENTATION continued

Other General Business Risks

Property risks

  • Property assets are by their nature illiquid investments. Therefore, it may not be possible for GPT to dispose of assets in a timely manner

  • � To the extent that GPT 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 GPT’s expectations of future cash flows from the relevant properties or the book value of those assets

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

  • � Factors that may influence the value of GPT’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 GPT’s ability to secure lease renewals, retain existing tenants or obtain new tenants

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

  • � In addition, there is a risk that if GPT 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 significant impact on the distributable income of GPT and the value of that particular property

  • � The ability of GPT to secure lease renewals or to obtain rePlacement tenants may also be influenced 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

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29 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Other General Business Risks (Continued)

Capital expenditure

  • The risk of unforeseen capital expenditure requirements may impact returns to investors

  • Fixed nature of significant costs

  • Significant 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 GPT may be adversely affected if the income from the asset declines and other related expenses remain unchanged. In the case that GPT’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 preparing the financial forecasts pertaining to this investor presentation may not be achieved, such that the forecast distributions cannot be achieved

  • Competition � GPT faces competition from other property groups and other organisations in the countries in which GPT operates � GPT 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 GPT’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 may in turn impact GPT’s financial performance and returns to investors

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

34 GPT Retail Information Booklet

Other General Business Risks (Continued)

Conflicts of interest with joint venture partners

  • GPT 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, refinancing, the sale of assets or surplus land, the purchase of additional land and bid pricing). The interests of GPT 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 GPT to determine whether to retain or sell its interest in the joint venture

    • In addition, pre-emptive provisions or first 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 GPT because, among other things, GPT might be required to make decisions about buying or selling interests in these assets and businesses at a time that is disadvantageous to it
  • While the majority of GPT’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 GPT

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 GPT and the joint ventures operate, may impact the future tax liabilities of GPT or its securityholders

  • � Under current income tax legislation, the GPT trust is generally not liable for Australian income tax, including capital gains tax, provided GPT distributes all of its income. Should the actions or activities of the GPT 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%

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

Other General Business Risks (Continued)

Litigation and disputes

  • Slater and Gordon Lawyers have announced an intention to bring a class action against GPT on behalf of those who purchased securities in the period 28 February 2008 to 6 July 2008. GPT denies that there is a proper basis for the alleged claim. No proceedings have been brought at this time

  • � GPT is involved in a number of ongoing court proceedings, arbitration proceedings and disputes, the aggregate value of which cannot be readily or reliably quantified at this time

  • � The financial performance of GPT and value of its securities may be adversely affected by these matters depending on their eventual outcomes. GPT 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 financial performance of GPT and the value of its securities

  • Regulatory issues and changes in law � The risk that there may be changes in laws that have a materially adverse impact on financial 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 GPT

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

GPT Retail Information Booklet 35

EQUITY RAISING AND STRATEGIC INITIATIVES PRESENTATION continued

Other General Business Risks (Continued)

Environmental matters

  • GPT 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), flora and fauna (native vegetation, endangered species) and greenhouse gases

  • � Additionally there is the risk that property owned or projects undertaken by GPT from time to time may be contaminated by materials harmful to human health (e.g. asbestos)

  • � In such situations GPT may be required to undertake remedial works and potentially be exposed to third party liability claims and / or environmental liabilities (e.g. penalties, fines)

  • Insurance � GPT 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 GPT will face risk associated with the financial strength of its insurers to meet their indemnity obligations when called upon which could have an effect on earnings

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

Other General Business Risks (Continued)

Occupational health and safety

  • The risk that GPT fails to comply with the necessary occupational health and safety legislative requirements across the jurisdictions that GPT operates in that could result in fines, penalties and compensation for damages as well as reputational damage to GPT

Other external factors

  • Other external factors which may impact GPT’s performance include changes or disruptions to political, regulatory, legal or economic conditions or to the national or international financial markets including as a result of terrorist attacks or war or insurrection

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

36 GPT Retail Information Booklet

General Market Risks

Negative effects of market influences

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

  • Australian and international general economic conditions, including fluctuations in inflation 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 fluctuations, which in many cases may reflect a diverse range of non-entity specific influences such as global hostilities and tensions, acts of terrorism, investor sentiment and the general state of the economy. Such market fluctuations may materially adversely affect the market price of GPT securities

  • No assurances can be given that GPT’s market performance will not be adversely affected by any such market fluctuations or factors. None of GPT, its directors or any other person guarantees GPT’s market performance

Extreme price and volume trading fluctuations

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

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

International Selling Restrictions

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GPT Retail Information Booklet 37

EQUITY RAISING AND STRATEGIC INITIATIVES PRESENTATION continued

International Selling Restrictions

The retail offer booklet is being sent to eligible retail securityholders on the register as at 7.00pm Singapore (Sydney time) on the record date with registered addresses in Australia and New Zealand. Neither this investor presentation, the retail offer booklet nor the accompanying acceptance form constitute an offer or invitation in the United States (or to, or for the account or benefit 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 GPT 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 investor presentation 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 investor presentation or the retail offer booklet in jurisdictions outside Australia and New Zealand may be restricted by law and anyone who receives this investor presentation or the retail offer booklet 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 international selling restrictions on the following pages relate to the issue of New Securities under the Retail Entitlement Offer. United Kingdom

This document and any other materials in connection with the 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 Securities may not be circulated or distributed, nor may 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 does not constitute an advertisement of Securities in Singapore. 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 Group immediately. Please do not forward or circulate this document to any other person. The categories of investors are:

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

  • (ii) Institutional and other relevant investors A separate offer is being made to institutional investors under Section 274 (in relation to the shares component of the Securities) and Section 282Y (in relation to the trust component of the Securities) of the SFA; and to relevant persons pursuant to Section 275 (in relation to the shares component of the Securities) and Section 282Z (in relation to the trust component of the Securities) of the SFA, in accordance with the conditions specified therein.

This document is only intended for distribution on a confidential basis to persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as Relevant Persons). Any investment or investment activity described in this document is available only to Relevant Persons and will be engaged in only with the Relevant Persons. The transmission of this document to any person in the UK other than a Relevant Person is unauthorised and may contravene the Financial Services and Markets Act 2000 (the FSMA). Neither this document nor any accompanying letter or other document has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the FSMA) has been published or is intended to be published in respect of the Securities. Accordingly, the Securities may not be offered or sold in the United Kingdom, except to persons which are qualified investors within the meaning of section 86(7) of the FSMA. 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. 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. United States

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 offer is not made to you with a view to the Securities 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.

This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to, or for the account or benefit of, any “U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) (“U.S. Persons”). Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons absent registration under the Securities Act or an exemption from registration. The securities to be offered and sold in the Offer have not been and will not be registered under the Securities Act, and therefore may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any other applicable laws.

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

International Selling Restrictions

  • (b) at any time to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

  • (c) at any time to any legal entity that has two or more of: (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than EUR 43,000,000 and (iii) an annual net turnover of more than EUR 50,000,000, as shown in its last annual or consolidated accounts;

Hong Kong The contents of this document have not been reviewed or approved by any regulatory authority in Hong Kong. In particular, this document has not been, and will not be, registered as a 'prospectus' in Hong Kong under the Companies Ordinance (Cap 32)(the CO) nor has it been authorized by the Securities and Futures Commission (the SFC) in Hong Kong pursuant to the Securities and Futures Ordinance (Cap 571) of the Laws of Hong Kong (the SFO). Recipients are advised to exercise caution in relation to any offer of Securities by the GPT Group. If recipients are in any doubt about any of the contents of this document, they should obtain independent professional advice. This document does not constitute an offer or invitation to the public in Hong Kong to acquire any Securities nor an advertisement of Securities in Hong Kong. This document must not be issued, circulated or distributed in Hong Kong other than:

  • (d) at any time to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or

(e) in any other circumstances falling within Article 3(2) of the Prospective Directive, provided that no such offer of Securities and Entitlements referred to in (b) to (e) above shall require the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an 'offer of Securities and Entitlements to the public' in relation to any Securities and Entitlements in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities and Entitlements to be offered so as to enable an investor to decide to purchase or subscribe for the Securities and Entitlements, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression 'Prospectus Directive' means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

  • (a) to 'professional investors' within the meaning of SFO and any rules made under that ordinance (Professional Investors); or

(b) in other circumstances which do not result in this information being a 'prospectus' as defined in the CO nor constitute an offer to the public which requires authorisation by the SFC under the SFO. Unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the content of which is likely to be accessed or read by, the public of Hong Kong other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to Professional Investors. Any offer of the Securities will be personal to the person to whom relevant offer documents are delivered by or on behalf of the GPT Group, and a subscription for the Securities will only be accepted from such person. No person who has received a copy of this document may issue, circulate or distribute this document in Hong Kong or make or give a copy of this document to any other person. No person allotted Securities may sell, or offer to sell, such Securities to the public in Hong Kong within six months following the date of issue of such Securities.

delivered by or on behalf of the GPT Group, and a subscription for the Securities will only be Each subscriber for or purchaser of Securities and Entitlements in the offering located within a accepted from such person. No person who has received a copy of this document may issue, Relevant Member State will be deemed to have represented, acknowledged and agreed that it is a circulate or distribute this document in Hong Kong or make or give a copy of this document to any qualified investor within the meaning of Article 2(1)(e) of the Prospectus Directive (Qualified other person. No person allotted Securities may sell, or offer to sell, such Securities to the public in Investor). In the case of any Securities and Entitlements being offered to a financial intermediary as Hong Kong within six months following the date of issue of such Securities. that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, warranted to and agreed with the Underwriter and the Issuer that: (i) the Securities and Entitlements acquired by it have not been acquired on behalf of, nor have they European Economic Area been acquired with a view to their offer or resale to, persons in any Relevant Member State other This document has not been approved by the competent authority in a member state of the than Qualified Investors, or in circumstances in which the prior consent of the Underwriter has been European Economic Area (a Member State) or, where appropriate, approved in another Member obtained to each such proposed offer or resale; or (ii) where Securities and Entitlements have been State and notified to the competent authority of any other Member State in accordance with the acquired by it or on behalf of persons in any Relevant Member State other than Qualified Investors, Prospectus Directive. In relation to each member state of the European Economic Area, which has the offer of those Securities and Entitlements to it is not treated under the Prospectus Directive as implemented the Prospectus Directive (each a Relevant Member State), with effect from and having been made to such persons. The Issuer and the Underwriter, each of their respective including the date on which the Prospectus Directive is implemented in that Relevant Member State affiliates and others will rely upon the truth and accuracy of the foregoing representation, warranty (the Relevant Implementation Date) no offer of the Securities and Entitlements to the public in that and agreement. Notwithstanding the above, a person who is not a Qualified Investor and who has Relevant Member State has or will, except that, with effect from and including the Relevant notified the Issuer and the Underwriter of that fact in writing may, with the consent of the Issuer and Implementation Date, an offer of Securities and Entitlements may be made to the public in that the Underwriter, be permitted to subscribe for or purchase Securities and Entitlements. Relevant Member State: (a) following the date of publication of a prospectus in relation to the Securities Entitlements, which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or final terms, as applicable; 38 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

38 GPT Retail Information Booklet

International Selling Restrictions (Continued)

Switzerland Neither the Securities nor the Entitlements may be publicly offered, sold or advertised, directly or indirectly, in or from Switzerland. Neither this document nor any other offering or marketing material relating to the Securities or the Entitlements constitutes a prospectus as that term is understood pursuant to article 652a or 1156 of the Swiss Federal Code of Obligations or the Swiss Federal Act on Collective Investment Schemes (the CISA), and neither this document nor any other offering or marketing material relating to the Securities and the Entitlements may be publicly distributed or otherwise made publicly available in Switzerland. The Securities and the Entitlements may only be offered, sold or advertised, and the Presentation as well as any other offering or marketing material relating to GPTMHL, GPTMHL Shares, the Trust, Trust Units, Securities, Securities or Entitlements may only be distributed by way of private placement to qualified investors within the meaning of article 10 para 3 and 4 of the CISA and article 6 of the Ordinance on Collective Investment Schemes (the CISO). The Trust is not authorized by or registered with the Swiss Financial Market Supervisory Authority FINMA (the FINMA) under the CISA. Therefore, investors do not benefit from protection under the CISA or supervision by FINMA. France Prospective investors are informed that no prospectus (including any amendment, supplement or replacement thereto) has been or will be prepared in connection with the offering of the Securities and Entitlements that has been approved by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers. No prospectus subject to the approval (visa) of the French Market Authority (Autorité des Marchés Financiers) has been, or will be, prepared in connection with the Securities.

The Securities and Entitlements are not issued in the French Republic and the Securities and Entitlements may not be offered or sold nor will be offered or sold to the public in the French Republic and neither this document nor any other material or other material or information relating to the Securities may be released, issued or distributed, caused to be released, issued or distributed, to the public in France, or used in connection with any offering of the Securities to the public in France, except that the Securities and Entitlements may be offered exclusively to(i) persons licensed to provide the investment service of portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pourcompte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account, all as defined and in accordance with Article L. 411-1 and L. 411-2 of the French Code Monétaireet Financier and applicable regulations thereunder. Prospective investors are informed that (i) such prospective investors may only take part in the transaction solely for their own account, as provided in Articles D. 411-1, D. 411-2, D. 734-1, D.744-1, D. 754-1 and D. 764-1 of the French Code Monétaire et Financier and (ii) the Securities and Entitlements may not be further distributed, directly or indirectly, to the public in the French Republic otherwise than in accordance with Article L. 411-1, L. 411-2, L. L. 412-1 and L.621-8 to L. 621-8-3 of the French Code Monétaire et Financier and applicable regulations thereunder.

Norway

The Disclosure Materials have not been approved by, or registered with, any Norwegian securities regulators pursuant to the Norwegian Securities Trading Act of 29 June 2007, as amended. The Disclosure Materials and any other materials in connection with the Offer relating to Norway have not been approved or disapproved by, or registered with the Oslo Stock Exchange, the Norwegian FSA, the Norwegian Registry of Business Enterprises or any other Norwegian authority. Accordingly, neither the Disclosure Materials nor any other offering material relating to the offering of the Securities and Entitlements constitutes, or shall be deemed to constitute, an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007. The Securities and Entitlements may not be offered or sold, directly or indirectly, in Norway except:

  • (i) in respect of an offer of Securities and Entitlements addressed to investors subject to a minimum purchase of Securities and Entitlements for a total consideration of not less than €50,000 per investor;

  • (ii) to 'professional investors' as defined in the Norwegian Securities Regulation of 29 June 2007 no. 876, being;

  • (a) legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

  • (b) any legal entity which is registered as a professional investor with the Oslo Stock Exchange (No. Oslo Børs) and which has two or more of; (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

  • (c) any natural person which is registered as a professional investor with the Oslo Stock Exchange (No. Oslo Børs) and which has two or more of; (1) an average execution of at least ten – 10 – transactions in securities of significant volume per quarter for the last four quarters; (2) a portfolio of securities with a market value of at least €500,000; (3) worked or works, for at least one – 1 – year, within the financial markets in a position which presuppose knowledge of investing in securities;

  • (d) to fewer than 100 natural or legal persons (other than “professional investors” as defined in the Norwegian Securities Regulation of 29 June 2007 no. 876), subject to obtaining the prior consent of the Underwriter for any such offer;

  • (e) in any other circumstances provided that no such offer of Securities and Entitlements shall result in a requirement for the registration, or the publication by the Issuer or the Underwriter of a prospectus pursuant to the Norwegian Securities Trading Act of 29 June 2007.

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39 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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International Selling Restrictions (Continued)

Sweden

This document is not a prospectus and has not been prepared in accordance with the prospectus requirements under the Swedish Financial Trading Act (Lag (1981:980) om handel med finansiella instrument) nor any other Swedish enactment. Neither the Swedish Financial Supervisory Authority nor any other Swedish regulatory body has examined or approved or registered this document. No Securities or Entitlements will be offered or sold to any investor in Sweden except in circumstances that will not result in a requirement to prepare a prospectus pursuant to the provisions of the Swedish Financial Trading Act.

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Germany
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No offer in respect of the Securities will be made in Germany, other than to qualified investors as defined in Sec. 2 No. 6 of the German Securities Prospectus Act (Wertpapierprospektgesetz) or in circumstances where the offer of Securities is exempt from the publication of a prospectus according to the German Securities Prospectus Act. Therefore, neither this document nor any accompanying letter or other document has been or will be submitted for approval to the Federal Financial Services Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht; the BaFin) and accordingly no such document may be communicated to the public in German in any form and by any means. Any offer or solicitation within Germany made in connection with the Securities must be in full compliance with the German Securities Prospectus Act and the German Investment Funds Act (Investmentgesetz). The Stapled Interests and the Disclosure Statement have not been notified to, registered with or approved by the German Federal Financial Supervisory Authority (the BaFin) for public offer or public distribution under German law. Accordingly, the Stapled Interests may not be distributed or offered to or within Germany by way of public distribution or offer within the meaning of applicable German laws, public advertisement or in any similar manner. This document and any other document relating to the Stapled Interests as well as any information contained therein may not be supplied to the public in Germany or used in connection with any offer for subscription of the Stapled Interests to the public in Germany or by any other means of public marketing. This document and any other document relating to the Stapled Interests as well as any information contained therein are strictly confidential any may not be distributed to any person or entity other than the recipient hereof to whom this document is personally addressed.

  • New Zealand The offer of Securities is restricted in New Zealand to persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money or who otherwise pay a minimum subscription price of at least NZ$500,000 for Securities under this offer. This offering document does not constitute and should not be construed as an offer, invitation, proposal or recommendation to apply for Securities by persons in New Zealand who do not meet the above criteria. Applications or any requests for information from persons in New Zealand who do not meet the above criteria will not be accepted.

Ireland

This document and any other materials in connection with the Offer relating to Ireland do not constitute a prospectus within the meaning of Part 5 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland. No offer of securities to the public is made, or will be made, that requires the publication of a prospectus pursuant to Irish prospectus law (within the meaning of Part 5 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland) in general, or in particular pursuant to the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland. This document has not been approved, reviewed or registered with the Irish Financial Services Regulatory Authority. This document does not constitute investment advice or the provision of investment services within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended) or otherwise. The Issuer is not an authorized investment firm within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended) and the recipients of this document should seek independent legal and financial advice in determining their actions in respect of or pursuant to this document. This document and the information contained herein are private and confidential and are for the use solely of the person to whom this document is addressed. If a prospective investor is not interested in making an investment, this document should be promptly returned. This document does not, and shall not be deemed to, constitute an invitation to the public in Ireland to purchase interests in the Trust. No person receiving a copy of this document may treat it as constituting an invitation to them to purchase interests in the Trust or a solicitation to anyone other than the addressee. This document has not been approved by the Irish Financial Services Regulatory Authority. The Trust has not been authorized and is not supervised by the Irish Financial Services Regulatory Authority. Accordingly, no action will be taken by the Trust, the Trust manager or its placement agent(s), and no units in the Trust may be offered or sold in Ireland, in circumstances which would open the Trust to participation by the public in Ireland (within the meaning of Section 9 of the Unit Trusts Act 1990 of Ireland).

Taiwan

The Securities have not been and will not be registered under the Securities and Exchange Law of Taiwan (as amended; the SEL) because Articles 6 and 22 of the SEL apply to the solicitation of the subscriptions to the Securities. Accordingly, no person shall, directly or indirectly, offer or sell any Securities in Taiwan or to, or for the benefit of, any resident of Taiwan or to others for re-offering or re-sale, directly or indirectly, in Taiwan or to, or for the benefit of, a resident of Taiwan except pursuant to an exemption from the registration requirement of, and otherwise in compliance with, the SEL and any other applicable laws and regulations of Taiwan. In addition, any qualified investor who has acquired any securities that are initially offered in Taiwan pursuant to the exemption of the SEL shall be prohibited from reselling any of such securities except to another qualified investor, as used in this paragraph, 'resident of Taiwan' means any person resident in Taiwan including any corporation or other entity organised under the laws of Taiwan.

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40 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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GPT Retail Information Booklet 39

COMPLETION ANNOUNCEMENT

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GPT Announces Successful completion of $1.4 billion Institutional Capital Raising 11 May 2009 Not for distribution or release in the United States or to US Persons The GPT Group (“GPT”) today announced the successful completion of the institutional placement (“Placement”) and the institutional component of the accelerated non-renounceable 1 for 1 pro rata entitlement offer (“Institutional Entitlement Offer”) announced on 7 May 2009. In addition, the retail component of the Entitlement Offer (“Retail Entitlement Offer”) of approximately $300 million is now underwritten. Under the Institutional Entitlement Offer, eligible institutional securityholders were invited to participate pro-rata to their existing holdings by subscribing for 1 new GPT stapled security (“New Security”) for every 1 GPT stapled security owned, at a price of $0.35 per stapled security (“Entitlement”). The institutional component of the capital raising will raise approximately $1.4 billion, comprising $120 million from the Placement and approximately $1.3 billion from the Institutional Entitlement Offer. Existing institutional securityholders took up all of the Institutional Entitlement Offer. A higher proportion of the register than expected was included in the institutional offer, resulting in the institutional offer amount being greater than previously announced. While the size of the total entitlement offer remains unchanged, the ratio of retail to institutional investors has changed. New Securities issued under the Placement and Institutional Entitlement Offer will rank equally with existing stapled securities and are expected to be issued on Wednesday, 27 May 2009. Trading on the Australian Securities Exchange (“ASX”) will commence on the same day. GPT’s Chief Executive Officer Michael Cameron said: “We welcome the strong support our existing securityholders have shown for the equity raising. With a strong balance sheet and significantly improved liquidity, we believe that investor concerns surrounding these issues have been addressed. GPT is now well positioned to continue to refocus on the Group’s high quality domestic portfolio.

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40 GPT Retail Information Booklet

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Key offer metrics

Following the announcement of the Offer, UBS AG, Australia Branch has now fully underwritten the capital raising resulting in the underwritten amount increasing to the maximum of approximately $1.7 billion, which includes the Retail Entitlement Offer. On this basis, the key Offer metrics are:

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Pro forma balance sheet gearing1 21%
Pro forma look through gearing1 37%
Pro forma NTA $0.86
FY09 DPS guidance (cents) 2 4.5
2009 DPS yield on issue price ($0.35) 12.9%
2H 2009 annualised DPS (cents) 2 4.0
2H 2009 annualised DPS yield on issue price ($0.35) 11.4%
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Notes:

  • 1) Debt (less cash)/total tangible assets (less cash)

  • 2) Reflects the impact of increased financing costs of approximately $20 million as a result of GPT’s credit rating from Moody’s being downgraded to Baa3 (disclosed to the ASX on 17 April 2009). Moody’s has announced it has placed GPT on review for possible upgrade. If the upgrade is received this increase in financing costs would be reversed.

“GPT now has liquidity to fully fund all commitments through to 31 December 2010, including approximately $2.4 billion of debt maturities during this period. We have therefore suspended the distribution reinvestment plan,” Mr Cameron said.

Mr Cameron added: ”In conjunction with the capital raising, the major credit rating agencies have both announced GPT has been placed on positive review. If GPT does receive a ratings upgrade, the previously announced increased cost of debt would be reversed, representing a positive impact on earnings and distributions.”

Commencement of the Retail Entitlement Offer

The underwriter has now underwritten the Retail Entitlement Offer which comprises approximately 830 million New Securities and will raise approximately $300 million.[1]

The Retail Entitlement Offer will open on 18 May 2009 and is expected to close at 5.00pm (Sydney time) on 9 June 2009. Eligible retail securityholders will have the opportunity to participate at the same price and offer ratio as institutional securityholders did under the Institutional Entitlement Offer.

Eligible retail securityholders may apply for New Securities in excess of their Entitlement up to a maximum of 25% of their Entitlement ("Additional New Securities"). Additional New Securities will only be allocated if and to the extent that GPT so determines, in its absolute discretion, having regard to circumstances at the time of the close of the Retail Entitlement Offer. Any Additional New Securities will be limited to the extent that there is sufficient shortfall in the Retail Entitlement Offer. GPT may scale back applications in its absolute discretion.

Eligible retail securityholders wishing to participate in the Retail Entitlement Offer for New Securities and Additional New Securities will need to have regard to the personalised Entitlement and Acceptance Form which is expected to be mailed to each eligible retail securityholder on 18 May 2009.

1 The underwriting agreement contains usual terms and conditions including termination events.

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2

GPT Retail Information Booklet 41

COMPLETION ANNOUNCEMENT continued

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GPT stapled securities are expected to resume trading on ASX today Monday, 11 May 2009.

Indicative timetable

Indicative timetable Indicative timetable
Retail Entitlement Offer
Retail Entitlement Offer opens Monday,18 May2009
Last day for Eligible Retail Securityholders to lodge
an Application to be allotted New Securities (Initial
Retail ClosingDate)
Thursday, 21 May 2009
Issue and expected normal trading of New
Securities for those applicants who have applied
prior to the Initial Retail ClosingDate
Wednesday, 27 May 2009
Retail Entitlement Offer closes Tuesday,9 June 2009
Issue of New Securities under the Retail Entitlement
Offer
Tuesday, 16 June 2009
Normal trading of New Securities issued under the
Retail Entitlement Offer
Wednesday, 17 June 2009
Despatch of holding statements Thursday, 18 June 2009

These dates are indicative only and subject to change.

Securityholder enquiries

Retail securityholders who have any questions regarding the Retail Entitlement Offer should contact The GPT Group Offer Information Line on 1800 190 082 (within Australia) or on +61 2 8280 7196 (from outside Australia) at any time from 8:30am to 5.00pm (AEST), Monday to Friday, during the offer period.

For further information please contact:

Michael Cameron Chief Executive Officer +61 2 8239 3565 Michael O’Brien Chief Operating Officer +61 2 8239 3565 Kieran Pryke Chief Financial Officer +61 2 8239 3547 Donna Byrne +61 2 8239 3515 0401 711 542 Head of Investor Relations and Corporate Affairs Media contact details: Mark Gold FD Third Person 0411 221 292

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42 GPT Retail Information Booklet

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Important Information:
This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, 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”) (“U.S. Person”)). Securities may not be offered or sold in the United States or
to or for the account or benefit of U.S. Persons unless the securities have been registered under the
Securities Act or an exemption from registration is available. The securities to be offered and sold in the
capital raising have not been and will not be registered under the Securities Act or the securities laws of any
state or other jurisdiction of the United States, and may not be offered or sold in the United States or to or for
the account or benefit of U.S. Persons unless the securities are registered under the Securities Act or in
accordance with an available exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act and any other applicable securities laws.
*
This news release includes “forward-looking statements” within the meaning of securities laws of applicable
jurisdictions. Forward-looking statements can generally be identified by the use of forward-looking words
such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe”, “continue”, “objectives”,
“outlook”, “guidance” or other similar words, and include statements regarding certain plans, strategies and
objectives of management and expected financial performance. These forward-looking statements involve
known and unknown risks, uncertainties and other factors, many of which are outside the control of GPT, and
its officers, employees, agents or associates, including risks associated with the ability to negotiate favourable
amendments to GPT’s debt covenants and to raise additional funding on favourable terms; a downgrade in
GPT’s credit ratings; fluctuations in interest rate and foreign exchange rates; the unsuccessful execution of
non-core asset sales as described in this news release; and decreases in the fair market value of GPT’s
properties. Actual results, performance or achievements may vary materially from any projections and
forward looking statements and the assumptions on which those statements are based. Readers are
cautioned not to place undue reliance on forward-looking statements. GPT assumes no obligation to update
such information.
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GPT Retail Information Booklet 43

HOW TO APPLY

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

1. The Retail Entitlement Offer

Eligible Retail Securityholders (as defined in Important Information) are being offered the opportunity to subscribe for 1 new GPT stapled security (“New Security”) for every 1 existing GPT stapled security (“Security”) held at 7.00pm on Tuesday, 12 May 2009 (“Entitlement”), at the issue price of $0.35 per New Security (“Issue Price”).

Eligible Retail Securityholders may also apply for New Securities in excess of their Entitlement, subject to a cap of 25% of their Entitlement (“Additional New Securities”) rounded up to the nearest whole Additional New Security. Please note that Additional New Securities will only be allocated to Eligible Retail Securityholders if and to the extent that GPT so determines, in its absolute discretion, having regard to circumstances as at the time of the close of the Retail Entitlement Offer. Any Additional New Securities will be limited to the extent that there are sufficient New Securities from Eligible Retail Securityholders who do not take up their full Entitlements or from New Securities that would have been offered to ineligible retail securityholders if they had been entitled to participate in the Retail Entitlement Offer. GPT may apply any scale-back to Applications for Additional New Securities in its absolute discretion.

The Retail Entitlement Offer is being made pursuant to provisions of the Corporations Act which allow rights issues to be made without a prospectus or product disclosure statement. As a result, it is important for Eligible Retail Securityholders to read and understand the information on GPT and the Retail Entitlement Offer made publicly available, prior to accepting all or part of their Entitlement or applying for Additional New Securities. In particular, please refer to this Retail Entitlement Offer Booklet, GPT’s interim and annual reports and other announcements made available at www.gpt.com.au (including GPT’s Annual Report for the twelve month period ended 31 December 2008 that was released to ASX).

Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and has been calculated as 1 New Security for every 1 Security you held as at the Record Date of 7.00pm on Tuesday 12 May 2009. If you have more than one holding of Securities,

you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding. New Securities issued pursuant to the Retail Entitlement Offer will be fully paid and rank equally with existing GPT Securities on issue.

Eligible Retail Securityholders have the opportunity to be allotted New Securities at the same time as Eligible Institutional Securityholders under the Institutional Entitlement Offer on Wednesday, 27 May 2009 (“Initial Allotment”) if they either return their personalised Entitlment and Acceptance Form and full Application Monies in cleared funds to the Registry (by cheque, bank draft or money order) or by Bpay® payment instruction (in which case they do not need to submit their personalised Entitlement and Acceptance Form), by no later than 5:00pm on Thursday, 21 May 2009 (“Initial Retail Closing Date”). Otherwise, the Retail Entitlement Offer closes at 5.00pm on Tuesday, 9 June 2009 (“Final Retail Closing Date”), with New Securities to be allotted on Tuesday, 16 June 2009 (“Final Allotment”).

Note: The Entitlement stated on your personalised Entitlement and Acceptance Form may be in excess of the actual Entitlement you may be permitted to take up where you are holding Securities on behalf of a person who is not an Eligible Retail Securityholder (see definition of Eligible Retail Securityholder in Important Information).

Nominees

The Retail Entitlement Offer is being made to all Eligible Retail Securityholders (as defined in Important Information). GPT is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of Securities. Where any holder is acting as a nominee for a foreign person that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Offer is compatible with applicable foreign laws. Any person in the United States or any person that is or is acting for the account or benefit of a U.S. Person with a holding through a nominee may not participate in the Retail Entitlement Offer and the nominee must not take up any Entitlement or send any materials into the United States or to any person that is, or is acting for the account or benefit of, a U.S. Person. GPT is not able to advise on foreign laws.

44 GPT Retail Information Booklet

2. Consider the Retail Entitlement

Offer in light of your particular investment objectives and

circumstances

Please consult with your stockbroker, accountant or other independent professional adviser if you have any queries or are uncertain about any aspects of the Retail Entitlement Offer. You should also refer to “Key Risks and Other Information” in the Equity Raising and Strategic Initiatives Presentation published on ASX on Thursday, 7 May 2009 included in this booklet.

3. Complete and return the

accompanying personalised Entitlement and Acceptance Form with your Application Monies or make a payment by Bpay[®]

If you decide to take up all or part of your Entitlement, or apply for Additional New Securities, please complete and return the personalised Entitlement and Acceptance Form with the requisite Application Monies or pay your Application Monies via Bpay[®] by following the instructions set out on the personalised Entitlement and Acceptance Form.

GPT will treat you as applying for as many New Securities as your payment will pay for in full, subject to any scale-back it may determine to implement in its absolute discretion in respect of Additional New Securities. Amounts received by GPT in excess of your Entitlement (“Excess Amount”) may be treated as an Application to apply for as many Additional New Securities as your Excess Amount will pay for in full. If you are paying by Bpay[®] , please make sure to use the specific Biller Code and unique Reference Number on your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form, please only use the Reference Number specific to the Entitlement on that Form. If you inadvertently use the same Reference Number for more than one of your Entitlements, you will be deemed to have applied only for Additional New Securities on the Entitlement to which that Reference Number applies.

If you take no action you will not be allocated New Securities and your Entitlement will lapse. Your Entitlement to participate in the Retail Entitlement Offer is non-renounceable and will not be tradeable or otherwise transferable.

Securityholders who do not take up their Entitlements in full will not receive any payment or value for those Entitlements they do not take up.

If you take up and pay for all or part of your Entitlement by no later than 5:00pm on Thursday, 21 May 2009 (Initial Retail Closing Date), you will be included in the Initial Allotment of New Securities at the same time as under the Institutional Entitlement Offer on Wednesday, 27 May 2009. If you apply for Additional New Securities then, subject to GPT’s absolute discretion to scale-back your Application for Additional New Securities (in whole or part), you will be issued these on Tuesday, 16 June 2009. GPT’s decision on the number of Additional New Securities to be allocated to you will be final.

If you take up and pay for all or part of your Entitlement after the Initial Retail Closing Date, but before 5.00 pm on the Final Retail Closing Date on Tuesday, 9 June 2009, New Securities will be allotted to you on the Final Allotment Date being Tuesday, 16 June 2009. If you apply for Additional New Securities then, subject to GPT’s absolute discretion to scale-back your Application for Additional New Securities (in whole or part), you will be issued these on Tuesday, 16 June 2009. GPT’s decision on the number of Additional New Securities to be allocated to you will be final.

GPT reserves the right (in its absolute discretion) to reduce the number of New Securities allocated to Eligible Retail Securityholders, or persons claiming to be Eligible Retail Securityholders, if their claims prove to be overstated or they fail to provide information to substantiate their claims.

4. Acceptance of the Retail Entitlement Offer

The method of acceptance of the Retail Entitlement Offer will depend on your method of payment being:

  • by Bpay[®] ; or

  • by cheque, bank draft or money order.

By completing and returning your personalised Entitlement and Acceptance Form or making a payment by Bpay[®] , you will be deemed to have acknowledged, represented and warranted that you are an Eligible Retail Securityholder (as defined in Important Information).

By completing and returning your personalised Entitlement and Acceptance Form or making a

GPT Retail Information Booklet 45

HOW TO APPLY continued

payment by Bpay[®] , you will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:

  • (a) you are an Eligible Retail Securityholder and are not in the United States and are neither a U.S. Person nor acting for the account or benefit of a U.S. Person, and are not otherwise a person to whom it would be illegal to make an offer or issue New Securities (and Additional New Securities) under the Retail Entitlement Offer;

  • (b) you acknowledge that the Entitlements and the New Securities (and Additional New Securities) have not been and will not be, registered under the United States Securities Act of 1933 (“Securities Act”) or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, the New Securities (and Additional New Securities) may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws; and

  • (c) you have not and will not send any materials relating to the Retail Entitlement Offer to any person in the United States or that is, or is acting for the account or benefit of a U.S. Person.

Securities which is covered in full by your Application Monies.

Please make sure to use the specific Biller Code and unique Reference Number on your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form, please only use the Reference Number specific to the Entitlement on that Form. If you inadvertently use the same Reference Number for more than one of your Entitlements, you will be deemed to have applied only for Additional New Securities on the Entitlement to which that Reference Number applies.

If you wish to be included in the Initial Allotment of New Securities at the same time as under the Institutional Entitlement Offer on Wednesday, 27 May 2009, you must make payment of your full Application Monies via BPay[®] by no later than 5:00pm on Thursday, 21 May 2009 (Initial Retail Closing Date).

If you make payment of your full Application Monies after the Initial Retail Closing Date, but before the Final Retail Closing Date, New Securities will be allotted to you on the Final Allotment Date being Tuesday, 16 June 2009.

Your payment of the Application Monies will not be accepted after the Final Retail Closing Date being 5:00pm on Tuesday, 9 June 2009, and no New Securities will be issued to you in respect of that Application.

Payment by Bpay[®]

For payment by Bpay[®] , please follow the instructions on the personalised Entitlement and Acceptance Form (which includes the Biller Code and your unique reference number). You can only make a payment via Bpay® if you are the holder of an account with an Australian financial institution that supports Bpay® transactions.

Please note that should you choose to pay by Bpay[®] :

You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment.

Any Application Monies received for more than your final allocation of New Securities and Additional New Securities (only where the amount is $1.00 or greater) will be refunded on or around Friday, 19 June 2009. No interest will be paid on any Application Monies received or refunded.

  • you do not need to submit the personalised Entitlement and Acceptance Form but are taken to have made the declarations on that personalised Entitlement and Acceptance Form; and

  • if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New

Payment by cheque, bank draft or money order

For payment by cheque, bank draft or money order, you should complete your personalised Entitlement and Acceptance Form in accordance with the instructions on the Form and return it accompanied by a cheque, bank draft or money order in Australian currency for the amount of the Application Monies, payable to “GPT Application Account” and crossed “Not Negotiable”.

46 GPT Retail Information Booklet

Your cheque, bank draft or money order must be:

  • for an amount equal to $0.35 multiplied by the number of New Securities and Additional New Securities that you are applying for; and

  • in Australian currency drawn on an Australian branch of a financial institution.

You should ensure that sufficient funds are held in relevant account(s) to cover the Application Monies. If the amount of your cheque for Application Monies (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Securities you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower number of whole New Securities as your cleared Application Monies will pay for (and to have specified that number of New Securities on your personalised Entitlement and Acceptance Form). Alternatively, your Application will not be accepted.

completed personalised Entitlement and Acceptance Form together with Application Monies using the reply paid or self-addressed envelope provided with this booklet, or mail 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

Cash payments will not be accepted. Receipts for payment will not be issued.

If you wish to be allotted New Securities at the same time as Eligible Institutional Securityholders on the Initial Allotment Date being Wednesday, 27 May 2009, your personalised Entitlement and Acceptance Form and your full Application Monies in cleared funds must be received by the Registry by no later than 5:00pm on Thursday, 21 May 2009.

If your personalised Entitlement and Acceptance Form and your full Application Monies in cleared funds are received after the Initial Retail Closing Date, but before the Final Retail Closing Date, New Securities will be allotted to you on the Final Allotment Date being Tuesday, 16 June 2009.

Personalised Entitlement and Acceptance Forms (and payments for Application Monies) will not be accepted after the Final Retail Closing Date, being 5:00pm on Tuesday, 9 June 2009, and no New Securities will be issued to you in respect of that Application.

Any Application Monies received for more than your final allocation of New Securities and Additional New Securities (only where the amount is $1.00 or greater) will be refunded on or around Friday, 19 June 2009. No interest will be paid on any Application Monies received or refunded.

Securityholders who make payment via cheque, bank draft or money order should mail their

GPT Retail Information Booklet 47

IMPORTANT INFORMATION

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

This Retail Entitlement Offer Booklet (including the Equity Raising Announcement and Equity Raising and Strategic Initiatives Presentation published on ASX website on Thursday, 7 May 2009, and the Completion Announcement published on ASX website on Monday, 11 May 2009) and enclosed personalised Entitlement and Acceptance Form (“Information”) have been prepared by, or on behalf of, The GPT Group (“GPT”), comprising GPT Management Holdings Ltd (ACN 113 510 188) and General Property Trust (ARSN 090 110 357) the Responsible Entity of which is GPT RE Limited (ACN 107 426 504) (AFSL 286 511). This Information is dated Monday, 18 May 2009 (other than the Equity Raising Announcement and Equity Raising and Strategic Initiatives Presentation published on ASX website on Thursday, 7 May 2009, and the Completion Announcement published on ASX website on Monday, 11 May 2009).

1012DAA of the Corporations Act as notionally modified by Australian Securities and Investments Commission (“ASIC”) Class Order 08/35.

“Eligible Retail Securityholders” are those holders of Securities who:

  • are registered as a holder of Securities as at 7.00pm Tuesday, 12 May 2009 (the “Record Date”)[1] ;

  • have a registered address in Australia or New Zealand;

  • where they have a registered address in New Zealand, continue to be a registered holder of Securities as at 9.00am on Monday 18 May 2009 (the time of the Retail Entitlement Offer);

No party other than GPT has authorised or caused the issue of this Information, or takes any responsibility for, or makes, any statements, representations or undertakings in this Information.

This Information is important and requires your immediate attention.

You should read this Information carefully and in its entirety before deciding whether to invest in New Securities or Additional New Securities. In particular, you should consider the risk factors outlined in the Key Risks and Other Information section of the Equity Raising and Strategic Initiatives Presentation published on ASX that could affect the operating and financial performance of GPT or the value of an investment in GPT.

You should consult your stockbroker, accountant or other independent professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.

GPT has applied for the grant by ASX of official quotation of the New Securities.

1. Eligible Retail Securityholders

This Information contains an offer of New Securities to Eligible Retail Securityholders in Australia and New Zealand and has been prepared in accordance with sections 708AA and

  • are not in the United States and are not U.S. Persons (as defined above) nor acting for the account or benefit of U.S. Persons;

  • were not an Institutional Securityholder eligible to participate under the Institutional Entitlement Offer (or an ineligible Institutional Securityholder); and

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

Notwithstanding the above, GPT may (in its absolute discretion) extend the Retail Entitlement Offer to any Institutional Securityholder which was not able to participate in the Institutional Entitlement Offer (subject to compliance with applicable laws).

2. Additional New Securities

GPT reserves the right to allot any Additional New Securities if and to the extent that GPT so determines, in its absolute discretion, having regard to circumstances as at the time of the close of the Retail Entitlement Offer. Any New Securities in excess of Entitlements will be subject to a cap of 25% of the Entitlement of Eligible Retail Securityholders and limited to the extent that there are sufficient New Securities from Eligible Retail Securityholders who do not take

1 Pursuant to a waiver from ASX and for the purposes of determining entitlements under the Entitlement Offer, GPT will disregard transactions in Securities after implementation of the trading halt in GPT Securities on Thursday, 7 May 2009, except for settlement of on-market transactions that occurred prior to the implementation of the trading halt.

48 GPT Retail Information Booklet

up their full Entitlements or from New Securities that would have been offered to ineligible retail securityholders if they had been entitled to participate in the Retail Entitlement Offer.

If you apply for Additional New Securities then, subject to GPT’s absolute discretion to scale-back your Application for Additional New Securities (in whole or part), you will be issued these on Tuesday, 16 June 2009. GPT’s decision on the number of Additional New Securities to be allocated to you will be final.

3. No cooling off rights

Cooling off rights do not apply to an investment in New Securities or Additional New Securities. You cannot withdraw your Application once it has been accepted.

Retail Securityholders who hold their Securities as assets used in carrying on a business or who may carry on the business of share trading, banking or investment.

The summary below does not apply to Eligible Retail Securityholders whose Securities are held through an employee Security plan or whose Securities are held as revenue assets or trading stock.

The summary below also does not take account of any individual circumstances of any particular Eligible Retail Securityholder. Eligible Retail Securityholders should seek specific advice applicable to their own particular circumstances from their own financial or tax advisers.

The summary below is based on the law in effect as at the date of this booklet.

4. No Entitlements trading

Entitlements are non-renounceable and cannot be traded on ASX or any other exchange, nor can they be privately transferred.

5. Not investment advice

This booklet is not a prospectus or product disclosure statement under the Corporations Act and has not been lodged with ASIC. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. The Information does not purport to contain all the information that you may require to evaluate a possible Application for New Securities or Additional New Securities.

Before deciding whether to apply for New Securities or Additional New Securities, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the Information, you have any questions about the Retail Entitlement Offer, you should contact your stockbroker, accountant or other independent professional adviser.

6. Taxation

Set out below is a summary of the Australian tax implications of the Retail Entitlement Offer for Eligible Retail Securityholders who are residents of Australia for tax purposes and who hold their Securities as capital assets.

The summary below does not apply to Eligible

Issue of Entitlements

Subject to the qualifications noted above, the issue of the Entitlements will not itself result in any amount being included in the assessable income of an Eligible Retail Securityholder.

Exercise of Entitlements

Eligible Retail Securityholders who exercise their Entitlements and subscribe for New Securities and, in GPT’s absolute discretion, Additional New Securities, will acquire those Securities with a cost base for capital gains tax (“CGT”) purposes equal to the Issue Price payable by them for those Securities plus any non-deductible incidental costs they incur in acquiring them, but will not make any capital gain or loss, or assessable income, from exercising the Entitlements or subscribing for the New Securities or Additional New Securities.

Expiration or Lapse of Entitlements

If an Eligible Retail Securityholder does not exercise their Entitlement to acquire New Securities, and instead allows those rights to lapse or expire, that Eligible Retail Securityholder will not receive any consideration as a result of the expiration or lapse of their Entitlements, and on this basis, there should not be any CGT implications for the Eligible Retail Securityholder.

New Securities

Eligible Retail Securityholders who exercise their Entitlements will acquire New Securities and, in GPT’s absolute discretion, Additional New Securities (as applicable). Any future dividends or other distributions made in respect of those New Securities and Additional New Securities will be subject to the same taxation treatment as

GPT Retail Information Booklet 49

IMPORTANT INFORMATION continued

dividends or other distributions made on Securities held in the same circumstances.

On any future disposal of New Securities and Additional New Securities, Eligible Retail Securityholders may make a capital gain or capital loss, depending on whether the capital proceeds of that disposal are more than the cost base or less than the reduced cost base of the New Securities and Additional New Securities. The cost base of those Securities is described above.

New Securities will be treated for the purposes of the CGT rules as having been acquired when the Eligible Retail Securityholder exercised the Entitlement to subscribe for them. Additional New Securities will be treated for the purposes of the CGT rules as having been acquired when GPT issues or allots those Additional New Securities. In order to benefit from the CGT discount that may be available in respect of a disposal of those Securities, they must have been held for at least 12 months after those dates before the disposal occurs.

Other Australian taxes

No Australian Goods and Services Tax (GST) or stamp duty is payable in respect of the grant or exercise of the Entitlements or the acquisition of New Securities and Additional New Securities.

7. Information availability

Eligible Retail Securityholders in Australia and New Zealand can obtain a copy of this Information during the period of the Retail Entitlement Offer on the GPT website at www.gpt.com.au or by calling The GPT Group Offer Information Line on 1800 190 082 (within Australia) or +61 2 8280 7196 (from outside Australia) at any time from 8.30am to 5.00pm Monday to Friday during the Retail Entitlement Offer period. Persons who access the electronic version of this Information should ensure that they download and read the entire Information. The electronic version of this Information on the GPT website will not include an Entitlement and Acceptance Form.

If you require a replacement personalised Entitlement and Acceptance Form, these can be requested by calling The GPT Group Offer Information Line.

Neither this Information nor the accompanying personalised Entitlement and Acceptance Form constitues an offer of securities for sale in the United States or to persons that are, or are acting for the account or benefit of, a U.S. Person.

Neither this booklet nor the accompanying personalised Entitlement and Acceptance Form may be sent, disseminated or distributed to, directly or indirectly, or relied upon by, persons in the United States or that are, or are acting for the account or benefit of, a U.S. Person, and it may not otherwise be distributed in the United States.

8. Future performance and forward looking statements

Neither GPT nor any other person warrants or guarantees the future performance of the New Securities, Additional New Securities or any return on any investment made pursuant to this Information. Forward looking statements, opinions and estimates provided in the Information are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions.

Any forward looking statements including projections, guidance on future revenues, earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. They are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of GPT and its Board, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forward looking statements in this booklet.

9. Past performance

Investors should note that the past performance of GPT Securities provides no guidance as to future price performance.

10.Governing law

This Information, the Retail Entitlement Offer and the contracts formed on acceptance of the personalised Entitlement and Acceptance Forms are governed by the laws applicable in New South Wales, Australia. Each applicant for New Securities submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

11.Foreign jurisdictions

This Information has been prepared to comply with the requirements of the securities laws of Australia and New Zealand.

The New Securities being offered under this

50 GPT Retail Information Booklet

Information are also being offered to Eligible Retail Securityholders with registered addresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). This Information is not an investment statement or prospectus under New Zealand law, and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

This Information does not constitute an offer in any jurisdiction 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 or qualify the Retail Entitlement Offer, the Entitlements or the New Securities, or otherwise permit the public offering of the New Securities, in any jurisdiction other than Australia and New Zealand.

The distribution of this Information (including an electronic copy) outside Australia and New Zealand may be restricted by law. If you come into possession of this Information, you should observe such restrictions and should seek your own advice on such restrictions.

Any non-compliance with these restrictions may contravene applicable securities laws.

The Entitlements and the New Securities (and Additional New Securities) have not been, nor will be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up by persons in the United States, persons who are U.S. persons, or persons who are acting for the account or benefit of a U.S. Person, and the New Securities (and Additional New Securities) may not be offered, sold or resold in the United States or for the account or benefit of, a U.S. Person, except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction in the United States. Accordingly, the New Securities (and Additional New Securities) may constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and, for so long as the New Securities (and Additional New Securities) remain restricted securities, the New Securities (and Additional New Securities) may not be deposited in any unrestricted American Depositary Receipt facility with respect to the securities of GPT.

12.Financial data

All dollar values in this Retail Entitlement Offer Booklet are in Australian dollars (A$).

13.Underwriting

GPT has entered into an underwriting agreement with UBS AG, Australia Branch (“Underwriter”) in terms of which the Underwriter has agreed:

  • to fully underwrite the institutional component of the Entitlement Offer;

  • to fully underwrite the retail component of the Entitlement Offer; and

  • to act as manager in respect of the retail component of the Entitlement Offer.

The obligations of the Underwriter are subject to the fulfilment of certain conditions precedent.

Customary with these types of arrangements:

  • GPT has (subject to certain limitations) indemnified the Underwriter and its directors, officers, employees, agents and advisers against losses in connection with the Entitlement Offer.

  • GPT and the Underwriter have given certain representations, warranties and undertakings in connection with (among other things) the conduct of the Offer.

  • The Underwriter may terminate the underwriting agreement and be released from its obligations on the happening of any of a range of events, including if:

  • ASIC takes action or commences an investigation in respect of the Entitlement Offer;

  • ASX withdraws its approval for an official quotation of the New Securities on ASX or if ASX or ASIC withdraw or revoke any waivers or modifications necessary to effect the Entitlement Offer;

  • there is a material adverse change in the business of GPT;

  • there is a disruption in certain key global financial markets or hostilities commence in certain countries which has, or is likely to have, a material adverse effect on the Entitlement Offer;

GPT Retail Information Booklet 51

IMPORTANT INFORMATION continued

  • this Offer Booklet contains any statement that is or becomes misleading or deceptive or likely to mislead or deceive; or

  • GPT withdraws the Entitlement Offer.

14.Exchangeable securities

Holders of exchangeable securities issued under the prospectus dated 27 November 2008 will not be entitled to participate in the Entitlement Offer. The exchange price of the exchangeable securities will be adjusted to reflect the issue of Securities at less than current market price, as set out in the terms applicable to the exchangeable securities.

15.Optionholders

Existing optionholders will not be entitled to participate in the Entitlement Offer unless they:

  • have become entitled to exercise their existing options under the terms of their issue and do so prior to the Record Date; and

  • are eligible to participate in the Entitlement Offer as a result of being a holder of securities registered on the register of GPT at 7.00pm on the Record Date and otherwise satisfying the other eligibility requirements.

16.Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Retail Entitlement Offer that is not contained in this Information.

Any information or representation that is not in this Information may not be relied on as having been authorised by GPT, or its related bodies corporate in connection with the Retail Entitlement Offer. Except as required by law, and only to the extent so required, none of GPT, or any other person, warrants or guarantees the future performance of GPT or any return on any investment made pursuant to this Information.

52 GPT Retail Information Booklet

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