GPT GROUP — Capital/Financing Update 2009

May 6, 2009

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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

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”).

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.

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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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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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

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 inCHESS)	Tuesday, 26 May 2009
Issue and expected normal ASX trading of NewSecurities 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 lodgean Application to be allotted New Securities (InitialRetailClosingDate)	Thursday, 21 May 2009
Issue and expected normal trading of NewSecurities for those applicants who have appliedpriorto theInitial RetailClosingDate	Wednesday, 27 May 2009
Retail Entitlement Offer closes	Tuesday,9 June 2009
Issue of New Securities under the Retail EntitlementOffer	Tuesday, 16 June 2009
Normal trading of New Securities issued under theRetail 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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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.

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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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