GPT GROUP — Capital/Financing Update 2015

Jan 20, 2015

NOT FOR DISTRIBUTION IN THE UNITED STATES

21 January 2015

Redemption of Exchangeable Securities, Equity Raising and Earnings Update

Key Points

• The GPT Group (“GPT”) is to redeem the Exchangeable Securities owned by an affiliate of GIC (“GIC”) for $325 million, plus accrued distribution.

• The redemption is to be funded with an equity raising, comprising a $325 million fully underwritten institutional placement (“Placement”) and a non-underwritten security purchase plan.

• In order to undertake the Placement, GPT has announced the key financial results that it expects to deliver for the 2014 financial year[1] :

• Estimated FFO[2] of approximately $452 million,

• FFO per security growth of 4.1 per cent,

• NTA $3.94, up 4.0 per cent on FY13,

• Total Return 9.6 per cent, and

• Net Gearing as at 31 December 2014 of 26.4 per cent.

• Guidance for 2015 financial performance of FFO per security growth of 5 per cent, which excludes the impact of this transaction[3] .

Redemption of Exchangeable Securities

GPT has entered into an agreement for the redemption of the Exchangeable Securities owned by GIC. The securities were issued in November 2008 with a face value of $250 million.

The Exchangeable Securities are a perpetual instrument, carry a fixed distribution rate of 10 per cent per annum and are exchangeable into ordinary securities in GPT at a price of $3.883 at the holder's option. In accordance with Australian accounting standards, the securities have been treated as equity for the purposes of GPT's financial statements.

GPT believes that the transaction is in the best interests of securityholders and has been agreed on attractive terms, having regard to the structure of the Exchangeable Securities, GPT’s credit profile and current market conditions.

Benefits of the Transaction

Chief Financial Officer, Mark Fookes said the redemption of the Exchangeable Securities enables GPT to further reduce its weighted average cost of capital.

"Undertaking an equity raising in order to fund the redemption ensures GPT maintains its strong balance sheet position and is well placed for growth in 2015," Mr Fookes said.

The transaction and associated equity raising is estimated to be accretive to the current 2015 FFO guidance. There is a reduction to Group NTA of approximately 1 per cent.

1 Subject to completion of the review of GPT’s accounts by its Auditors and Board

2 FFO is defined as Funds From Operations

3 Excluding the impact of the transaction

Equity Raising

The $325 million fully underwritten Placement to institutional investors will be conducted following the market close on 21 January 2015.

New securities in the Placement will be issued at a fixed price of $4.23 per security, which represents a 3 per cent discount to the GPT closing price on 21 January 2015. The new securities will rank equally with existing securities in GPT, and as such will have full entitlement to the distribution for the six months ending 30 June 2015.

Following completion of the Placement, eligible securityholders will be offered the opportunity to subscribe for securities in GPT via a non-underwritten security purchase plan ("SPP"). Under the SPP eligible securityholders may apply for up to $15,000 of new securities, free of brokerage and transaction costs. The SPP will be capped at $50 million.

Further information on the SPP will be lodged with the ASX and sent to eligible securityholders in due course.

Earnings Update

GPT has announced its key financial results for the full year ended 31 December 2014. This information is provided to enable GPT to undertake the Placement prior to the release of the company's Annual Result on Monday, 23 February 2015.

Subject to completion of the review of GPT’s accounts by its Auditors and Board, for FY14 the Group expects to deliver:

• FFO per security of 26.8 cents, representing growth of 4.1 per cent compared to 2013, in line with previous guidance of at least 4 per cent,

• Net tangible assets (NTA) per security of $3.94, representing an increase of approximately 4 per cent compared to 31 December 2013,

• Total Return of 9.6 per cent, and

• Net gearing as at 31 December 2014 of 26.4 per cent.

The financial results noted above exclude the impact of the redemption of the Exchangeable Securities and equity raising, which will be recognised in the 2015 results.

GPT has also provided guidance for its 2015 financial performance of FFO per security growth of 5 per cent, which excludes the impact of this transaction.

Management Briefing

GPT will be hosting a market briefing at 4:45pm (AEDT) today, 21 January 2015, covering the Group’s key financial results, the transaction, the equity raising and earnings guidance for 2015. Conference call details are as follows:

Australia 1800 801 825 or +61 2 8524 5042 New Zealand 0800 452 905

Participant Passcode: 1700251

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A replay will be available approximately 2 hours after the conclusion of the conference call and will be available for 7 days until 6:00pm (AEDT) on 27 January 2015. The details for the replay are as follows:

Replay Dial in Number (Australia) 1800 008 585 or +61 2 9641 7900 Replay Dial in Numbers (New Zealand) 0800 444 310

Participant Passcode: 1700251

2014 Annual Result

GPT's Annual Result will be announced on Monday, 23 February 2015. The market briefing, to take place at 9:30am (AEDT) will be webcast via the Group's website (www.gpt.com.au).

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For further information please contact:

Mark Fookes Brett Ward Brett Zarb Chief Financial Officer Head of Investor Relations Group Media Manager +61 2 8239 3518 +61 2 8239 3536 +61 2 8239 3979 +61 412 279 833 +61 437 994 451 +61 417 256 563

Important Notices

Not an offer

Nothing in this announcement constitutes an offer of securities for sale or an offer to purchase any securities, or an invitation to any person to make such an offer, in any jurisdiction in which it would be unlawful. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The securities to be offered and sold in the institutional placement have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States. Securities may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration. Accordingly, the securities to be offered and sold in the institutional placement may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable U.S. state securities laws.

Forward looking statements

Certain statements in this announcement, including statements regarding GPT’s expected FY14 results, its Funds from Operations per security growth guidance for FY15 and the execution of the equity placement and the redemption of the Exchangeable Securities and the consequences thereof, are forward looking statements. Forward looking words such as, “strategy”, “expect”, “should”, “could”, “may”, “predict”, “plan”, “will”, “believe”, “forecast”, “estimate”, “target” and other similar expressions are intended to identify forward looking statements within the meaning of securities laws of applicable jurisdictions. These forwardlooking statements reflect various assumptions and estimates that may or may not be correct. Accordingly, these statements are not guarantees of future performance and involve known and unknown risks, uncertainties and contingencies that may be beyond the control of GPT and which could cause actual results or trends to differ materially from those expressed or implied in such statements. Consequently, there can be no assurance that such statements and projections will be realised. Neither GPT, or any of its affiliates, advisers, consultants, agents or any of their respective officers or employees make any representations as to the accuracy or completeness of any such statement of projections or that any guidance will be achieved. Such forward looking statements only speak as to the date of this announcement and GPT assumes no obligation to update such information.

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