GPT GROUP — Capital/Financing Update 2009

May 6, 2009

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

GPT Group

ABN

GPT RE Limited (ACN 107 426 504) as the responsible entity of General Property Trust (ARSN 090 110 357)

GPT Management Holdings Limited (ACN 113 510 188)

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Ordinary stapled securities in the GPT Group (Stapled Securities)
	Up to 342,857,143 Stapled Securities under the institutional placement announced by GPT Group on 7 May 2009 (Placement). Up to 4,467,363,800 Stapled Securities under the accelerated non‐renounceable entitlement offer announced by GPT Group on 7 May 2009 (Entitlement Offer) (subject to the reconciliation of securityholder entitlements).

• See chapter 19 for defined terms.

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3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) 4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Fully paid Stapled Securities
	Yes, the new Stapled Securities will rank equally with the existing Stapled Securities on issue. Stapled Securities issued under the Placement will not be entitled to participate in the Entitlement Offer.
	$0.35 per Stapled Security
	The net proceeds of the issue will be used to strengthen the GPT Group's balance sheet.

• See chapter 19 for defined terms.

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7 Dates of entering +securities 27 May 2009 for Stapled Securities issued into uncertificated holdings or under the Placement, the Institutional despatch of certificates Entitlement Offer and for valid acceptances that have been received by 5:00pm (Sydney time) on 21 May 2009 under the offer to retail Stapled Security holders announced on 7 May 2009 ( Retail Entitlement Offer ). 16 June 2009 for valid acceptances received after 5:00pm (Sydney time) on 21 May 2009 and before 5:00pm (Sydney time) on 9 June 2009 under the Retail Entitlement Offer.

8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)	Number	+Class
	After completion of the Placement and the Entitlement Offer, there will be up to 9,277,584,743 Stapled Securities on issue (based on the number of Stapled Securities on issue as at the date of this Appendix 3B and the number of Stapled Securities to be issued under the Placement and the Entitlement Offer, subject to the effects of rounding).	Fully paid ordinary stapled securities

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	2500	Fully paid perpetual unsecured subordinated exchangeable securities
	Refer to section 4 above.

• See chapter 19 for defined terms.

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Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non‐ renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	No
	Non‐renounceable
	1 new Stapled Security for every 1 Stapled Securities held as at the Record Date.
	Fully paid ordinary stapled securities
	7:00pm (Sydney time) on 12 May 2009
	No
	N/A (for one to one entitlement offer).
	All countries other than Australia and New Zealand and any other jurisdictions into which it is decided to make offers.
	8 May 2009 (Institutional Entitlement Offer close) 21 May 2009 (Early Retail Entitlement Offer close) 9 June 2009 (Final Retail Entitlement Offer close)

• See chapter 19 for defined terms.

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20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting	UBS AG, Australia Branch (UBS) has agreed to fully underwrite the Placement and the Institutional Entitlement Offer. The Retail Entitlement Offer will be underwritten by UBS, but only on the basis that and to the extent that the Retail Entitlement Offer is sub‐underwritten by one or more sub‐underwriters.
	UBS will be paid: ‐ an underwriting fee of 2% of the Institutional Offer Proceeds (as defined in the Underwriting Agreement); and ‐ an underwriting fee of 2% of Retail Underwritten Proceeds (as defined in the Underwriting Agreement). UBS will also be paid an advisory fee of 0.50% of the total of the Institutional Offer Proceeds and the Retail Entitlement Offer Proceeds (as defined in the Underwriting Agreement). UBS may also be paid a discretionary incentive fee of up to 0.25% of the total of the Institutional Offer Proceeds and the Retail Entitlement Offer Proceeds.
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell part of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	No prospectus or Product Disclosure Statement is being prepared. A Retail Offer Booklet and Entitlement and Acceptance Form will be sent to Eligible Retail Stapled Security Holders on 18 May 2009.
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	Refer to Item 7 of this Appendix 3B.

• See chapter 19 for defined terms.

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Part 3 - Quotation of securities

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

• 34 Type of securities ( tick one )

• (a) Securities described in Part 1

• (b) All other securities

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000

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

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

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and +class of all +securities quoted on ASX (_including_the securities in clause 38)	N/A
	N/A
	N/A
	N/A
	Number	+Class
	N/A	N/A

• See chapter 19 for defined terms.

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Quotation agreement

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

• 2 We warrant the following to ASX.

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

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

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

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

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

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

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

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

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Sign here: ............................................................ Date: 7 May 2009 (Company secretary)

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Print name: James A Coyne

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• See chapter 19 for defined terms.

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