GPT GROUP — Capital/Financing Update 2019

Jun 25, 2019

26 June 2019

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GPT Group Security Purchase Plan

The GPT Group (ASX: GPT) (" GPT " or “ Group ”) announced on Wednesday, 19 June 2019 that it would be undertaking a Security Purchase Plan (“ SPP ”) to provide eligible securityholders in Australia and New Zealand the opportunity to apply for up to $15,000 of GPT stapled securities, free of brokerage and transaction costs.

The SPP follows on from GPT’s recent underwritten A$800 million institutional placement (“ Placement ”) which was issued at a fixed issue price of $6.07 per security.

The SPP will be offered at $5.94 per GPT security, being the Placement issue price adjusted for the June 2019 distribution of 13.11 cps, due to new securities under the SPP being issued after the record date for the distribution for the six months ending 30 June 2019. New securities issued under the SPP will rank equally with existing stapled securities from the date of issue.

The SPP offer opens at 9.00am (Australian Eastern Standard Time (" AEST ")) on Wednesday, 26 June 2019 and is expected to close at 5.00pm (AEST) on Monday, 15 July 2019. Participation in the SPP is optional and is open to eligible securityholders who are holders of Stapled Securities on the Record Date (being 7.00pm (AEST) on Tuesday, 18 June 2019) with a registered address on the register in Australia or New Zealand (" Eligible Securityholders "). Certain Eligible Securityholders who are custodians holding Stapled Securities on behalf of certain beneficiaries are also invited to participate in the SPP on the terms and conditions set out in the attached SPP booklet.

Eligible Securityholders who elect to participate in the SPP may apply to acquire up to an aggregate maximum of A$15,000 of GPT securities. The SPP is intended to raise up to A$50 million and is not underwritten. Depending on the number of applications received, GPT may elect to accept more than $50 million or scale-back applications under the SPP at its absolute discretion.

Key Dates

Event	Date / Time
Record Date for the SPP	Tuesday, 18 Jun 2019
SPP opening date and dispatch of booklet	Wednesday, 26 Jun 2019
Record date for June 2019 Distribution	Friday, 28 Jun 2019
SPP closing date	Monday, 15 Jul 2019
SPP allotment date	Monday, 22 Jul 2019
SPP holding statements dispatch date and trading of New Securities issued under the SPP	Tuesday, 23 Jul 2019

www.gpt.com.au

Securityholders who have any questions regarding the SPP should call the GPT Information Line on + 61 1800 025 095 (within and outside Australia) between 8.30am to 5.30pm (AEST), Monday to Friday.

-ENDS-

For more information, please contact:

INVESTORS MEDIA Brett Ward Scott Rochfort Head of Investor Relations & Corporate Group Media Manager Affairs +61 437 994 451 +61 438 733 864

www.gpt.com.au 2

THE GPT GROUP SECURITY PURCHASE PLAN

GPT Management Holdings Limited (ACN 113 510 188) GPT RE Limited (ACN 107 426 504) as responsible entity of the General Property Trust (ARSN 090 110 357)

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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CHAIRMAN’S LETTER

Dear Securityholder

On behalf of the Board of GPT Group (ASX: GPT) (“GPT”), I am pleased to offer you the opportunity to participate in the GPT stapled security purchase plan (“SPP”) which was announced on Wednesday, 19 June 2019.

The SPP provides you with an opportunity to acquire up to A$15,000 worth of GPT’s stapled securities (“Stapled Securities”) without paying any brokerage costs, commissions or other transaction costs.

The SPP is intended to raise up to A$50 million and is not underwritten. GPT may determine a higher amount to be raised or decide to scale-back applications under the SPP at its absolute discretion.

GPT recently conducted an institutional placement ("Placement") which raised A$800 million. The proceeds from the Placement will be used by GPT to fund the Darling Park acquisition and provide certainty of funding for GPT to deliver on its strategy to grow its office and logistics portfolios. Any proceeds raised through the SPP will be used to reduce debt and provide additional headroom to fund growth opportunities including GPT's secured development pipeline.

Further information regarding the Placement and SPP is available from:

• the Australian Securities Exchange (“ASX”) website at www.asx.com.au; or

• GPT’s website at www.gpt.com.au.

Details of the SPP

The SPP allows you to acquire up to an aggregate maximum of A$15,000 worth of Stapled Securities.

If you decide to participate in the SPP, you will have the opportunity to increase your GPT securityholding at A$5.94 ("Issue Price"), being the same price paid by institutional investors under the Placement less a discount of 13.11 cents. The discount of 13.11 cents is equal to the amount of the distribution to be paid for the six months ending 30 June 2019. This reflects the fact that the Stapled Securities issued under the SPP will not be entitled to receive the distribution for the six months ending 30 June 2019 because the Stapled Securities issued under the SPP will be issued and allotted after the relevant record date for the distribution, being Friday, 28 June 2019.

All new Stapled Securities issued under the SPP will rank equally with existing Stapled Securities.

Participation in the SPP is optional and is open to eligible securityholders who are holders of Stapled Securities on the Record Date (being 7.00pm (Sydney time) on Tuesday, 18 June 2019) with a registered address on the register in Australia or New Zealand ("Eligible Securityholders"). Certain Eligible Securityholders who are custodians holding Stapled Securities on behalf of certain beneficiaries are also invited to participate in the SPP on the terms and conditions set out in this SPP Booklet.

GPT will not issue new Stapled Securities to an applicant if those Stapled Securities, either alone or in conjunction with the issue of Stapled Securities under other applications received by GPT, would contravene any law or the ASX Listing Rules.

Important information regarding potential scale-

back in the SPP

GPT may, in its absolute discretion, scale-back applications.

When determining the amount (if any) by which to scale-back applications, GPT may take into account, among other factors, the size of your securityholding at the SPP Record Date (7.00pm (Sydney time) on Tuesday, 18 June 2019).

Should a scale-back occur, you may be allocated Stapled Securities to a value which is significantly less than the parcel for which you applied and the balance of any application monies not applied to acquire Stapled Securities under the SPP will be refunded to you, without interest. GPT will make an announcement to the ASX on the outcome of the SPP and the number of Stapled Securities to be issued on or around Friday, 19 July 2019. Stapled Securities will be issued on or around Monday, 22 July 2019 ("Issue Date").

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What do I do next?

The SPP offer opens at 9.00am (Sydney time) on Wednesday, 26 June 2019 ("Opening Date"). If you are an Eligible Securityholder and wish to participate in the offer, you may apply for Stapled Securities in the amount of A$1,000, A$2,500, A$5,000, A$7,500, A$10,000 or A$15,000.

You can apply by either:

• making a payment directly by BPAY® (by following the steps outlined in the SPP Frequently Asked Questions); or

• completing and returning the enclosed personalised Application Form, together with your payment,

making sure that GPT receives your application and payment by 5.00pm (Sydney time) on Monday, 15 July 2019 .

If you make your application by BPAY®, you do not need to return the Application Form. Payments must be made in Australian dollars.

This SPP Booklet is not financial advice and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision, you should consider the appropriateness of the information having regard to your own objectives, financial situation and needs and seek such legal, financial and/or taxation advice as necessary or appropriate. A cooling-off regime does not apply in relation to the purchase of Stapled Securities under the SPP.

I encourage you to read this SPP Booklet carefully and in its entirety before making a decision on whether to participate in the SPP. You should be aware that the future market price of the Stapled Securities is uncertain and may rise or fall. This means the price you pay for Stapled Securities under the SPP may be either higher or lower than the Stapled Security price trading on the ASX at the time Stapled Securities are issued to you under the SPP.

What if I have additional questions?

Securityholders who have any questions regarding the SPP should call the GPT’s Information Line on + 61 1800 025 095 (within and outside Australia) between 8.30am to 5.30pm (Sydney time), Monday to Friday.

On behalf of the Board of GPT, I thank you for your continued support.

Yours sincerely

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Vickki McFadden Chairman

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SPP FREQUENTLY ASKED QUESTIONS

Important Notice

If you apply to participate in the SPP by making a BPAY® payment or completing and returning the Application Form with a cheque, bank draft or money order, you are accepting the risk that the market price of Stapled Securities may change between the time you make your application and the Issue Date. This means it is possible that, between the time you make your application and up to or after the Issue Date, you may be able to buy Stapled Securities on market at a lower price than the Issue Price.

Dispatch of	Tuesday, 23 July 2019
SPP holding
statements
Trading of	Tuesday, 23 July 2019
new Stapled
Securities on
theASX

Note: This timetable is indicative only and subject to change. GPT reserves the right to alter the above dates at its discretion and without notice to you, subject to the ASX Listing Rules and the Corporations Act 2001 (Cth).

5. How much can I invest under the SPP?

1. What is the SPP?

The SPP provides each Eligible Securityholder with an opportunity to acquire Stapled Securities (subject to any scale-back at GPT’s absolute discretion), without paying any brokerage fees, commissions or other transaction costs at the Issue Price for a total application price not exceeding A$15,000.

2. Who is an Eligible Securityholder?

An Eligible Securityholder who may participate in the SPP is a registered holder of Stapled Securities at 7.00pm (Sydney time) on Tuesday, 18 June 2019 with a registered address on the register in Australia or New Zealand. Securityholders who hold Stapled Securities on behalf of persons who reside outside Australia or New Zealand, are in the United States, or are acting for the account or benefit of a person in the United States are not entitled to participate in the SPP on behalf of those persons.

3. How will custodians, trustees and nominees be treated under the SPP?

Please refer to section 1(g) – 1(i) in the SPP Terms and Conditions for information on eligibility for custodian, trustee and nominee securityholders.

4. What are the key dates?

You may apply for Stapled Securities under the SPP up to an aggregate maximum amount of A$15,000 worth of Stapled Securities at the Issue Price. You may apply to acquire either A$1,000, A$2,500, A$5,000, A$7,500, A$10,000 or A$15,000. These amounts may be subject to any scale-back and rounding.

If you apply for Stapled Securities, you will apply for a certain value, rather than a certain number, of Stapled Securities. If your application is accepted (and subject to any scale-back), GPT will divide the parcel value you select by the Issue Price in order to determine the number of Stapled Securities for which you have applied (rounded down to the nearest whole number of Stapled Securities). Any balance monies sent by you that is remaining as a result of rounding will be refunded to you by direct credit deposit to your nominated bank account or by cheque except where the amount is less than A$2.00 (or another amount advised by GPT) in which instance it will be retained by GPT.

GPT has the absolute discretion to scale-back applications. Should this occur, you may be allocated Stapled Securities to a value which is less than the amount for which you applied and the balance of any application monies that are not applied to acquire by way of issue Stapled Securities under the SPP will be refunded to you, without interest.

Record Date	7.00pm (Sydney time) on
	Tuesday, 18 June 2019
SPP Opening	9.00am (Sydney time) on
Date	Wednesday, 26 June
	2019
SPP Closing	5.00pm (Sydney time) on
Date	Monday, 15 July 2019
Issue Date	Monday,22 July2019

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11. What costs are associated with the SPP?

6. Do I have a guaranteed allocation of Stapled Securities under the SPP?

Provided that the demand does not exceed the A$50 million cap, you are an Eligible Securityholder and you make a valid application in accordance with the SPP Terms and Conditions, then you will receive a parcel valued at the amount specified in your Application Form or BPAY® payment (being A$1,000, A$2,500, A$5,000, A$7,500, A$10,000 or A$15,000) and issued at the Issue Price.

7. What do I do if I receive more than one Application Form?

Eligible Securityholders who receive more than one Application Form under the SPP, for example, because they hold Stapled Securities in more than one capacity, may apply on different Application Forms for Stapled Securities but may not apply for Stapled Securities with an aggregate dollar amount exceeding A$15,000.

8. What is the Issue Price?

The Issue Price under the SPP is equal to the same price paid by institutional investors under the Placement less a discount of 13.11 cents. The discount of 13.11 cents is equal to the amount of the distribution to be paid for the six months ending 30 June 2019. This reflects the fact that the Stapled Securities issued under the SPP will not be entitled to receive the distribution for the six months ending 30 June 2019 because the Stapled Securities issued under the SPP will be issued and allotted after the relevant record date for the distribution, being Friday, 28 June 2019.

9. What is the market price of Stapled Securities?

The market price of Stapled Securities can be obtained from the ASX's website by searching for " GPT " in the prices search screen.

10. What rights will the Stapled Securities issued under the SPP have?

Stapled Securities issued as part of the SPP will rank equally in all respects with existing Stapled Securities quoted on ASX, with the same voting rights, dividend/distribution rights and other entitlements from the Issue Date.

There are no brokerage, commissions or other transaction costs payable by Eligible Securityholders in relation to the application for and the issue of, Stapled Securities under the SPP.

12. Do I have to participate in the SPP?

Participation in the SPP is optional. If you do not wish to participate in the SPP, no action is required on your part. The offer under the SPP is nonrenounceable. This means you cannot transfer your right to purchase Stapled Securities under the SPP to anyone else.

13. How are refunds paid?

Refunds pursuant to the SPP may be paid under various circumstances. For example, if applications are made incorrectly, the entire payment may be refunded or, if applications are scaled back, a partial refund may be made. If a refund is made, payment will be made in the same manner that GPT’s dividends/distributions are paid. This may be either by direct deposit to a bank account or by cheque, according to your instructions held by GPT’s registry, Link Market Services ("Registry" or "Link"), at the time the payment is made. You can change your payment instructions by calling GPT’s Information Line on +61 1800 025 095 (within and outside Australia) between 8.30am and 5.30pm (Sydney time), Monday to Friday.

14. When will I be refunded?

If applicable, refunds will be made to you without interest as soon as practicable after the issue of Stapled Securities.

15. Other information – taxation

Eligible Securityholders should consult their own taxation advisor about the tax status of their investment in the Stapled Securities.

Foreign Account Tax Compliance Act

The Foreign Account Tax Compliance Act ("FATCA") is a US tax law that was enacted in 2010 and requires financial institutions to report certain tax related information regarding US persons in respect of their Australian investments to the United States Internal Revenue Service ("IRS").

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On 28 April 2014, an Inter-Governmental Agreement ("IGA") was signed between Australia and the US that obligated certain Australian financial institutions to comply FATCA reporting obligations.

The responsible entity of General Property Trust ("Responsible Entity") is registered with the IRS as a Reporting Financial Institution for FATCA purposes and must comply with obligations imposed under FATCA. The Responsible Entity:

• may require investors to provide certain information regarding their identity and will undertake certain due diligence procedures with respect to investors to determine their status for FATCA reporting purposes. This information may be required at the time an application is made for the issue of Stapled Securities or at any time after the Stapled Securities have been issued; and

• will report annually to the IRS, via the Australian Taxation Office ("ATO"), in relation to relevant investors’ financial information required by the ATO (if any) in respect of any investment in GPT.

By making an application to invest in GPT, prospective investors agree to provide the Responsible Entity with information relating to their identity among other things. Where an investor does not provide the required FATCA information, GPT is obliged by law to report the investor’s relevant details in the FATCA report to the ATO.

16. How do I apply?

If you would like to apply to participate in the SPP, please follow the instructions on the enclosed Application Form. You have two options:

Option 1: Pay by BPAY®

You can make a payment by BPAY®. To do this, you must use the unique identification number shown on the Application Form. If you make your payment with BPAY® you do not need to return your Application Form. You will not be able to withdraw or revoke your application or BPAY® payment once you have submitted it or made it or change the amount of Stapled Securities you have applied for.

Option 2: Use the enclosed Application Form

You can complete the Application Form, attach a cheque, bank draft or money order and submit your application in accordance with the instructions on the Application Form. Cheques, bank drafts and money orders should be made payable to “GPT – SPP Offer Account” and crossed “Not Negotiable”.

Payments must be made in Australian dollars.

Application Forms together with application monies equal to the dollar amount of the parcel of Stapled Securities you wish to apply for should be submitted in the reply paid envelope enclosed to:

By post:

The GPT Group

C/- Link Market Services Limited GPO Box 3560

Sydney NSW 2001

By hand delivery:

The GPT Group

C/- Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138

(Please do not use this hand delivery address for mailing purposes)

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SPP TERMS AND CONDITIONS

Important notice

The offer to purchase Stapled Securities under the SPP is not a recommendation to acquire Stapled Securities. If you are in any doubt about the SPP, you should consider obtaining professional financial and/or taxation advice to assist you in determining whether or not, and the extent to which, you wish to participate in the SPP (taking into account your own financial situation, needs and objectives). Nothing in these terms and conditions (“SPP Terms and Conditions”), the SPP application form (“Application Form”) or any other accompanying documentation constitutes investment or financial product advice or is intended to influence your decision whether or not to participate in the SPP. If you apply to participate in the SPP by making a BPAY® payment or completing and returning the Application Form with a cheque, bank draft or money order, you are accepting the risk that the market price of the Stapled Securities may change. This means it is possible that, between the time you make your application and up to or after the Issue Date, you may be able to buy Stapled Securities on market at a - lower price than the Issue Price. No cooling off regime applies in relation to the purchase of Stapled Securities under the SPP.

1. Eligible Securityholders

• a) Subject to paragraphs 1(c) to 1(j), all persons registered as holders of fully paid ordinary stapled securities in GPT, each comprising an ordinary share in GPT Management Holdings Limited (ACN 113 510 188) (“GPTMHL”) stapled to an ordinary unit in General Property Trust (ARSN 090 110 357) (“Trust”) (“Stapled Securities”), at 7.00pm (Sydney time) on Tuesday, 18 June 2019 (“Record Date”), whose registered address on the registers of GPTMHL and the Trust is in Australia or New Zealand may participate in the SPP (“Eligible Securityholders”). GPT has determined that it is not practical for holders of Stapled Securities with registered addresses in other jurisdictions to participate in the SPP.

or New Zealand, are in the United States, or are acting for the account or benefit of a person in the United States are not entitled to participate in the SPP on behalf of those persons. A trustee, nominee or custodian must not participate in the SPP on behalf of, nor distribute this document or any other document relating to the SPP to, any person in the United States.

• d) The Stapled Securities to be issued under this SPP have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state or other jurisdiction of the United States. Accordingly, securityholders who are located in the United States or are acting for the account or benefit of a person in the United States are not Eligible Securityholders and are not entitled to participate in the SPP on behalf of, nor distribute this SPP Booklet or any other document relating to the SPP to, any person in the United States.

• e) Consistent with the representations, warranties and acknowledgements contained in section 3 and the Application Form included with these SPP Terms and Conditions, you may not submit any completed Application Forms for any person in the United States or any person who is acting for the account or benefit of a person in the United States. Failure to comply with these restrictions may result in violations of applicable securities laws.

• f) Securityholders who are joint holders of Stapled Securities are taken to be a single registered holder of Stapled Securities for the purposes of determining whether they are an Eligible Securityholder, and the certification under section 3(a)(v) by one joint holder will be effective in respect of the other joint holder(s).

• g) If you are a custodian (as defined in Australian Securities and Investments Commission (“ASIC”) Class Order [CO 09/425]), you may apply for up to A$15,000 worth of Stapled Securities for each beneficiary subject to you

• b) Directors and employees of GPT who hold Stapled Securities may be Eligible Securityholders.

• c) Securityholders who hold Stapled Securities on behalf of persons who reside outside Australia

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annexing to your Application Form a certificate addressed to GPT with the following information:

• i) confirmation of either or both of the following:

• A. that you hold Stapled Securities on behalf of one or more other persons (each a “participating beneficiary”) that are not custodians; or

• B. that another custodian (“downstream custodian”) holds beneficial interests in Stapled Securities on behalf of one or more other persons (each a “participating beneficiary”), and you hold the Stapled Securities to which those beneficial interests relate on behalf of the downstream custodian or another custodian;

• ii) confirmation that each participating beneficiary has subsequently instructed the following persons:

• A. where paragraph 1(g)(i)(A) above applies – you; or

• B. where paragraph 1(g)(i)(B) above applies – the downstream custodian,

• to apply for Stapled Securities on their behalf under the SPP;

• iii) the number of participating beneficiaries and their names and addresses;

• iv) in respect of each participating beneficiary:

• A. where paragraph 1(h)(i)(A) above

  • applies – the number of Stapled Securities that you hold on their behalf; or

• B. where paragraph 1(g)(i)(B) above applies – the number of Stapled Securities to which the beneficial interests relate;

• v) in respect of each participating beneficiary:

• A. where paragraph 1(g)(i)(A) above applies – the number or the dollar amount of Stapled Securities they have instructed you to apply for on their behalf; or

• B. where paragraph 1(g)(i)(B) above applies – the number or the dollar amount of Stapled Securities they have instructed the downstream custodian to apply for on their behalf;

• vi) confirmation that there are no participating beneficiaries in respect of which the total of the application price for the following exceeds A$15,000:

  • A. the Stapled Securities applied for by you under the SPP in accordance with the instructions referred to in paragraph 1(g)(v) above; and

  • B. any other Stapled Securities issued to you in the 12 months before the application as a result of an instruction given by them to you or the downstream custodian to apply for Stapled Securities on their behalf under an arrangement similar to the SPP;

• vii) confirmation that a copy of the SPP Booklet was given to each participating beneficiary; and

• viii) where paragraph 1(g)(i)(B) above applies – the name and address of each custodian who holds beneficial interests in the Stapled Securities held by you in relation to each participating beneficiary,

• (“Custodian Certificate”).

• h) If you hold Stapled Securities as a trustee or nominee for another person, but are not a custodian as defined in ASIC Class Order [CO 09/425], you cannot participate for beneficiaries in the manner described above. In this case, the rules in section 2(b) apply.

• i) Custodians wishing to participate on behalf of a beneficiary or beneficiaries must provide the certifications required by ASIC Class Order [CO 09/425] and should contact GPT's Information Line to request a Custodian Certificate that contains these certifications and other details required to be provided by the custodian.

• j) If you are an Eligible Securityholder, your rights under this offer are personal to you and are non-renounceable, which means you cannot transfer your rights to another person.

2. Applying for Stapled Securities

• a) Participation in the SPP is optional. Eligible Securityholders may apply to purchase a parcel of Stapled Securities with a dollar amount of either A$1,000, A$2,500, A$5,000, A$7,500, A$10,000 or A$15,000. If you are an Eligible Securityholder and wish to participate in the SPP, you must follow the instructions on the Application Form and either:

• i) make payment by BPAY® equivalent to the dollar amount of the parcel of Stapled Securities you wish to apply for (including providing the unique identification number provided to you for the purposes of the SPP only) (“Electronic Application”); or

• ii) complete the Application Form and provide a cheque, bank draft or money order made

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payable to “GPT – SPP Offer Account” and crossed “Not Negotiable”. Please ensure that sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. (“Written Application”), so that it is received by the registry by 5.00pm (Sydney time) on Monday, 15 July 2019 (the “Closing Date”). Payments must be in Australian dollars.

If GPT receives an amount that is not equal to A$1,000, A$2,500, A$5,000, A$7,500, A$10,000 or A$15,000, GPT will round down the dollar amount of Stapled Securities that you are applying for to the next lowest parcel or if GPT receives less than A$1,000, reject your application and refund your application monies that are not used to purchase Stapled Securities, without interest, as soon as practicable following the issue of Stapled Securities.

If you make an Electronic Application, in applying for Stapled Securities, you represent to GPT that the total of the application price for the following does not exceed A$15,000:

• A. the Stapled Securities the subject of the application;

• B. any other Stapled Securities in the class applied for under the SPP or any Stapled Securities in the class issued under a similar arrangement in the 12 months before the application;

• C. any other Stapled Securities in the class which you have instructed a custodian to acquire on your behalf under the SPP; and

• D. any other Stapled Securities in the class issued to a custodian under an arrangement similar to the SPP in the 12 months before the application as a result of an instruction given by you to the custodian or another custodian and which resulted in you holding beneficial interests in the Stapled Securities.

• b) Eligible Securityholders who receive more than one offer under the SPP (for example, because they hold Stapled Securities in more than one capacity) may apply on different Application Forms for Stapled Securities but may not apply

for Stapled Securities with an aggregate dollar amount of more than A$15,000.

• c) GPT may accept or reject your application for Stapled Securities at its discretion. GPT may reject your application in the following circumstances (among others):

• i) your Application Form is incorrectly completed, incomplete or otherwise determined by GPT to be invalid;

• ii) you have applied for Stapled Securities with a total application price of less than A$1,000;

• iii) your cheque is dishonoured or the cheque, bank draft or money order that you enclose with your Application Form is not made out for the amount corresponding to the value of the parcel of Stapled Securities you have applied for;

• iv) your BPAY® payment is incomplete or invalid;

• v) unless you are a custodian, it appears that you are applying to acquire Stapled Securities with an aggregate application price in excess of A$15,000 either under the SPP, or otherwise acquired within the 12 months before the application under a similar arrangement;

• vi) you are a custodian and you have not provided the required Custodian Certificate;

• vii) your Application Form or BPAY® payment is received after the Closing Date. Late payments will be refunded, without interest, as soon as practicable following the issue of Stapled Securities; or

• viii) GPT believes you are not an Eligible Securityholder (subject to compliance with any applicable ASIC or ASX Limited (“ASX”) requirements).

d) If you apply for Stapled Securities, you will apply for a certain value, rather than a certain number, of Stapled Securities. If your application is accepted (and subject to any scale-back), GPT will divide the parcel value you select by the Issue Price in order to determine the number of Stapled Securities for which you have applied (rounded down to the nearest whole number of Stapled Securities). Any balance monies sent by you that are remaining as a result of rounding will be refunded to you by direct credit deposit to your nominated bank account or by cheque except where the amount is less than A$2.00 (or another amount advised by GPT) in which instance it will be retained by GPT.

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3. Effect of Making an Application

• a) If you make an Electronic Application or Written Application, by making that Electronic Application or Written Application:

• i) you acknowledge that you have read and accepted these SPP Terms and Conditions in full and you declare that all details and statements in your Application Form are true and complete and not misleading;

• ii) you acknowledge that you are an Eligible Securityholder using the unique identification number provided to you for purposes of the SPP only;

• iii) you irrevocably and unconditionally agree to these SPP Terms and Conditions and the terms of the Application Form and agree not to do any act or thing that would be contrary to the spirit, intention or purpose of the SPP;

• iv) you acknowledge that your application is irrevocable and unconditional and cannot be varied;

• v) you certify that the total of the application price for the following does not exceed A$15,000:

  • A. the Stapled Securities the subject of your application;

  • B. any other Stapled Securities in the class you applied for under the SPP or any Stapled Securities in the class issued under a similar arrangement in the 12 months before the application;

  • C. any other Stapled Securities in the class which you have instructed a custodian to acquire on your behalf under the SPP; and

  • D. any other Stapled Securities in the class issued to a custodian under an arrangement similar to the SPP in the 12 months before the application as a result of an instruction given by you to the custodian or another custodian and which resulted in you holding beneficial interests in the Stapled Securities.

• vi) you acknowledge and agree that you, and each person for whose account or benefit you are acting, are not in the United States and you are not acting for the account or benefit of a person in the United States;

• vii) you acknowledge that the Stapled Securities have not been, and will not be, registered under the U.S. Securities Act or

the securities laws of any state or other jurisdiction of the United States, and accordingly, the Stapled Securities may not be offered, sold or resold, directly or indirectly, in the United States;

• viii) you represent that you have not, and you agree that you will not, send this SPP Booklet or any other materials relating to the SPP to any person in the United States, or to any person acting for the account or benefit of a person in the United States;

• ix) you acknowledge and agree that if in the future you decide to sell or otherwise transfer the Stapled Securities, you will only do so in standard brokered transactions on the ASX (the regular way), where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or the purchaser is, a person in the United States;

• x) you accept the risk associated with any rounding policy and any refund that may be dispatched to your address or to your nominated bank account as shown on the registers of members of GPTMHL and the Trust;

• xi) you are responsible for any dishonour fees or other costs GPT may incur in presenting a cheque for payment that is dishonoured;

• xii) you acknowledge that no interest will be paid on any application monies held pending the issue of the Stapled Securities or subsequently returned to you for any reason;

• xiii) you acknowledge that you have not been provided with investment advice or financial product advice by GPT or the Registry and that neither of them has any obligation to provide this advice in relation to your consideration as to whether or not to participate in the SPP; and

• xiv) you acknowledge that GPT is not liable for any exercise of its discretions referred to in this SPP Booklet.

• b) In addition, if you make a Written Application, by making that Written Application:

• i) you authorise GPT to correct minor errors in your Application Form and to complete the Application Form by inserting any missing minor detail; and

• ii) you acknowledge that GPT may

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• iii) determine that your Application Form is valid, in accordance with these SPP Terms and Conditions, even if the Application Form is incomplete, contains errors or is otherwise defective.

4. Issue Price of Stapled Securities under the SPP

• a) The Issue Price is equal to the same price paid by institutional investors under the Placement less a discount of 13.11 cents. The discount of 13.11 cents is equal to the amount of the distribution to be paid for the six months ending 30 June 2019. This reflects the fact that the Stapled Securities issued under the SPP will not be entitled to receive the distribution for the six months ending 30 June 2019 because the Stapled Securities issued under the SPP will be issued and allotted after the relevant record date for the distribution, being Friday, 28 June 2019.

• b) You agree to pay the Issue Price per Stapled Security for the number of Stapled Securities calculated under section 2(a) or, if there is a scale-back, the number of Stapled Securities calculated under section 6.

• c) You acknowledge the risk that the market price of Stapled Securities may change (ie, rise or fall) between the date of this SPP Booklet and the date the Stapled Securities are issued to you under the SPP (“Issue Date”) which may mean that the Issue Price you pay for the Stapled Securities may be less than the market price of the Stapled Securities on the Issue Date.

5. The Stapled Securities

Stapled Securities issued under the SPP will rank equally in all respects with existing Stapled Securities quoted on the ASX, with the same voting rights, dividend/distribution rights and other entitlements.

6. Scale-back

• a) GPT may in its absolute discretion allocate to you less than the number of Stapled Securities you have applied for. If there is scale-back, GPT may in its absolute discretion determine to apply the scale-back to the extent and in the manner that it sees fit.

• b) If there is a scale-back you may receive less than the parcel of Stapled Securities for which you have applied. If a scale-back produces a fractional number of Stapled Securities when applied to your parcel, the number of new Stapled Securities you will be allocated will be rounded down to the nearest whole number of new Stapled Securities.

• c) In the event of a scale-back the difference between the application monies received, and the number of new Stapled Securities allocated to you multiplied by the Issue Price, will be refunded to you, without interest, by direct deposit (to your nominated account as recorded on the registers of GPTMHL and the Trust) or by cheque, without interest, as soon as practicable following the issue of the Stapled Securities.

7. Costs of Participation

No brokerage, commissions or other transaction costs will be payable by Eligible Securityholders in respect of the application for, and the issue of, Stapled Securities under the SPP.

8. Timetable

• a) Subject to section 8(b):

• i) (Record Date) 7.00pm (Sydney time), Tuesday, 18 June 2019

• ii) (Opening Date) 9.00am (Sydney time), Wednesday, 26 June 2019

• iii) (Closing Date) the offer closes at 5.00pm (Sydney time), Monday, 15 July 2019.

If GPT does not receive a payment made by BPAY® or a completed Application Form and a cheque, bank draft or money order before the Closing Date, GPT reserves the right to return any payment and not issue any Stapled Securities to the securityholder;

• iv) (SPP Results Announcement) the number of Stapled Securities to be issued, the Issue Price and, if applicable, any scale- back will be announced to the ASX by Friday, 19 July 2019

• v) (Issue Date) GPT proposes to issue the Stapled Securities by Monday, 15 July 2019; and

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• vi) (Dispatch Date) the date on which transaction confirmations are sent to Eligible Securityholders is expected to be no later than Tuesday, 23 July 2019.

• b) If applicable, refunds will be made to you without interest by direct deposit (to your nominated account) or by cheque as soon as practicable following the issue of the Stapled Securities.

• c) GPT may vary any of the above dates in section 8(a) at its discretion (even if the offer has opened, or BPAY® or Application Forms have been received) by lodging a revised timetable with ASX.

9. Compliance

The offer of Stapled Securities under the SPP is made in accordance with the requirements of ASIC Class Orders [CO 13/655] (as amended), [CO 09/425] (as amended), [CO 13/656] (as amended) and [CO 13/657] (as amended) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 .

The new Stapled Securities are not being offered or sold to the public within New Zealand other than to existing securityholders of GPT with registered addresses in New Zealand to whom the offer of new Stapled Securities is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 . This SPP Booklet has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

10. Dispute Resolution

GPT may settle in any manner it thinks fit, any difficulties, anomalies or disputes that may arise in connection with or by reason of the operation of the SPP and the decision of GPT will be conclusive and binding on all participants and other persons to whom the determination relates.

11. Waiver, amendment, suspension and withdrawal

GPT may, at its discretion, waive compliance with any provision of these SPP Terms and Conditions, amend or vary these SPP Terms and Conditions, or suspend or withdraw

the offer at any time. Any such waiver, amendment, variation, suspension or withdrawal will be binding on all Eligible Securityholders even where GPT does not notify you of the event.

12. No Underwriting

The SPP will not be underwritten.

13. Governing Law

These SPP Terms and Conditions are governed by the laws in force in New South Wales.

14. Privacy policy

• 14.1 Chapter 2C of the Corporations Act 2001 (Cth) requires information about you as a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. This information must continue to be included in the public register if you cease to be a securityholder. The Privacy Amendment (Private Sector) Act 2000 (Cth) does not alter these statutory obligations.

• 14.2 GPT and its Registry, Link, may collect personal information to process your application and implement the SPP, and to administer your securityholding.

• 14.3 The personal information contained in the registers of GPTMHL and the Trust is also used to facilitate payments and corporate communications (including financial results, annual reports and other information to be communicated to securityholders) and to ensure compliance with legal and regulatory requirements, including Australian taxation laws and the Corporations Act 2001 (Cth).

• 14.4 The personal information we collect may include your name, address, other contact details, bank account details and details of your GPT securityholding.

• 14.5 GPT securityholders who are individuals and the other individuals in respect of whom personal information is collected, as outlined above, have certain rights to access, correct or update the personal information held about them, subject to some exceptions allowed by law. Such individuals should contact the GPT Information Line on +61 1800 025 095 (within Australia or outside Australia) in the first instance if they wish to request access to that personal information. Reasons will be given if access is denied.

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• 14.6 Your personal information may be disclosed to joint investors, registry, to securities brokers, to third party service providers (including print and mail service providers, technology providers, and professional advisers), to related entities of GPT and each of their agents and contractors, and to ASX and other regulatory authorities, and in any case, where disclosure is required or allowed by law (which may include disclosures to the Australian Taxation Office and other government or regulatory bodies or where you have consented to the disclosure). In some cases, the types of organisations referred to above to whom we will disclose your personal information may be located overseas.

• 14.7 The main consequence of not providing the personal information outlined in sections 14.1 to 14.4 above would be that GPT may be hindered in, or prevented from, processing your application, and from conducting and implementing the SPP.

• 14.8 Link’s privacy policy is available on their website: www.linkmarketservices.com.au.

15. Other terms and conditions

Securityholders will be bound by the constitutions of GPTMHL and the Trust and these SPP Terms and Conditions by accepting the offer to acquire Stapled Securities under the SPP.

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CORPORATE DIRECTORY

The GPT Group

Comprising GPT Management Holdings Limited ACN 113 510 188 and

GPT RE Limited

ACN 107 426 504 AFSL 286511

As Responsible Entity for General Property Trust ARSN 090 110 357

Directors

Vickki McFadden (Chairman) Bob Johnston Gene Tilbrook Lim Swe Guan Michelle Somerville Angus McNaughton Tracey Horton AO

Company Secretaries

GPT Registered Office

James Coyne Lisa Bau

Level 51 MLC Centre 19 Martin Place Sydney NSW 2000 Telephone: +61 2 8239 3555 Facsimile: +61 2 9225 9318

www.gpt.com.au

Securities exchange listing

GPT is listed on the Australian Securities Exchange (ASX: GPT)

Share Registry Link Market Services Limited

Level 12, 680 George Street Sydney NSW 2000

Telephone: +61 1300 554 474 Facsimile: +61 2 9287 0303

www.linkmarketservices.com.au

GPT Information Line

Securityholders with questions in relation to the SPP may contact GPT's Information Line on:

• 61 1800 025 095

(within Australia or outside Australia) between 8.30am to 5.30pm (Sydney time), Monday to Friday.

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comprising GPT RE Limited ABN 27 107 426 504 AFSL 286511 as responsible entity of General Property Trust ARSN 090 110 357 and GPT Management Holdings Limited ABN 67 113 510 188

All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: 1800 025 095 From outside Australia: +61 1800 025 095 ASX Code: GPT

Website: www.linkmarketservices.com.au

SRN/HIN:

Entitlement Number: Record Date 7:00pm (Sydney time): 18 June 2019 Offer Opens 9:00am (Sydney time): 26 June 2019 Issue Price per Security: A$5.94

Offer Closes 5:00pm (Sydney time): 15 July 2019

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

SECURITY PURCHASE PLAN (“SPP”) APPLICATION FORM How do I apply for GPT’s stapled securities (“Securities”) under this offer? • Carefully read the SPP Booklet (including the SPP Terms and Conditions) accompanying this Application Form. • Decide on the amount you wish to apply for. • Pay for the Securities in accordance with the instructions outlined in the SPP Terms and Conditions in the SPP Booklet and further important instructions on the reverse of this form. Option 1: Paying by Bpay[®] . Option 2: Paying by Cheque, Bank Draft or Money Order. • Payments must be in Australian dollars. PAYMENT OPTIONS Option 1: Paying by BpayBpaypay[[®]] Option 2: Paying by Cheque, Bank Draft or Money Order If paying by Bpay Bpaypay[[®]] , you do NOT need to complete or return the Acceptance Slip If paying by cheque, bank draft or money order, complete and return the Acceptance attached to this Application Form below. Payment must be received by the Registry Slip attached to this Application Form with your Application Payment. by BpayBpaypay[[®]] by 5:00pm (Sydney time) on 15 July 2019. By paying by BpayBpaypay[[®]] , you will be A. Tick the box beside the amount you wish to apply for, either A$1,000, A$2,500, deemed to have completed an Application Form for the number of Securities the A$5,000, A$7,500, A$10,000 or A$15,000. The Application Form and Application subject of your Application Payment. Payment must be received by 5:00pm (Sydney) time on 15 July 2019. If you make a payment by BpayBpaypay[[®]] and the GPT Group receives an amount which is not B. Enter your cheque, bank draft or money order details. The amount of your equal to either A$1,000, A$2,500, A$5,000, A$7,500, A$10,000 or A$15,000, the GPT Application Payment should be equal to the amount applied for in section A of Group may round down the number of Securities that you are applying for to the next the Acceptance Slip. Cheques, bank drafts or money orders must be drawn on lowest parcel at their discretion. Your Application Payment must be for a minimum of an Australian branch of a financial institution in Australian currency, made A$1,000. payable to “GPT - SPP Offer Account” and crossed “Not Negotiable”. Please ensure sufficient cleared funds are held in your account, as your cheque , bank Biller Code: 68791 draft or money order will be banked as soon as it is received. If you provide a cheque, bank draft or money order for an amount that is not equal to either Ref: A$1,000, A$2,500, A$5,000, A$7,500, A$10,000 or A$15,000, the GPT Group Telephone & Internet Banking – Bpay[®] may round down the number of Securities that you are applying for to the next lowest parcel at their discretion. Your Application Payment must be for a Contact your bank or financial institution to make this payment from your minimum of A$1,000. cheque, savings, debit or transaction account. More info: www.bpay.com.au C. Enter your contact telephone number at which we may contact you regarding ® Registered to Bpay Pty Ltd ABN 69 079 137 518 your application for Securities, if necessary. THIS IS A PERSONALISED FORM FOR THE SOLE USE OF THE SECURITYHOLDER AND HOLDING RECORDED ABOVE. Please detach and enclose with payment SRN/HIN:

• Carefully read the SPP Booklet (including the SPP Terms and Conditions) accompanying this Application Form. • Decide on the amount you wish to apply for. • Pay for the Securities in accordance with the instructions outlined in the SPP Terms and Conditions in the SPP Booklet and further important instructions on the reverse of

Option 1: Paying by BpayBpaypay[[®]] Option 2: Paying by Cheque, Bank Draft or Money Order If paying by Bpay Bpaypay[[®]] , you do NOT need to complete or return the Acceptance Slip If paying by cheque, bank draft or money order, complete and return the Acceptance attached to this Application Form below. Payment must be received by the Registry Slip attached to this Application Form with your Application Payment. by BpayBpaypay[[®]] by 5:00pm (Sydney time) on 15 July 2019. By paying by BpayBpaypay[[®]] , you will be A. Tick the box beside the amount you wish to apply for, either A$1,000, A$2,500, deemed to have completed an Application Form for the number of Securities the A$5,000, A$7,500, A$10,000 or A$15,000. The Application Form and Application subject of your Application Payment. Payment must be received by 5:00pm (Sydney) time on 15 July 2019.

If you make a payment by BpayBpaypay[[®]] and the GPT Group receives an amount which is not B. Enter your cheque, bank draft or money order details. The amount of your equal to either A$1,000, A$2,500, A$5,000, A$7,500, A$10,000 or A$15,000, the GPT Application Payment should be equal to the amount applied for in section A of Group may round down the number of Securities that you are applying for to the next the Acceptance Slip. Cheques, bank drafts or money orders must be drawn on lowest parcel at their discretion. Your Application Payment must be for a minimum of an Australian branch of a financial institution in Australian currency, made A$1,000. payable to “GPT - SPP Offer Account” and crossed “Not Negotiable”. Please

the Acceptance Slip. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “GPT - SPP Offer Account” and crossed “Not Negotiable”. Please ensure sufficient cleared funds are held in your account, as your cheque , bank draft or money order will be banked as soon as it is received. If you provide a cheque, bank draft or money order for an amount that is not equal to either A$1,000, A$2,500, A$5,000, A$7,500, A$10,000 or A$15,000, the GPT Group may round down the number of Securities that you are applying for to the next lowest parcel at their discretion. Your Application Payment must be for a minimum of A$1,000.

SRN/HIN: Entitlement Number:

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999999

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----- Start of picture text -----

A I/we wish to purchase a parcel of Securities to the dollar amount of (tick one box only):
A$1,000.00 OR A$2,500.00 OR A$5,000.00 OR A$7,500.00 OR A$10,000.00 OR A$15,000.00
B Make your cheque, bank draft or money order payable to “GPT - SPP Offer Account” and crossed “Not Negotiable”
Drawer Cheque Number BSB Number Account Number Amount of Cheque
A$ .00
C Telephone Number – Business Hours Telephone Number – After Hours Contact Name
( ) ( )
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IMPORTANT INFORMATION

1. This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional adviser.

2. If you do not wish to purchase additional Securities under this SPP, there is no need to take action.

3. Please ensure you have read and understood the SPP Booklet accompanying this Application Form (including the SPP Terms and Conditions) and this Important Information, before you make the Application Payment by Bpay[®] or you submit your Acceptance Slip with your Application Payment.

4. This SPP is non-renounceable. Applications can only be accepted in the name of the person or the entity printed on the Application Form.

5. If you are a custodian, trustee or nominee within the definition of “custodian” in ASIC Class Order [CO 09/425] you must complete and submit an additional Schedule that contains additional certifications and details that must be provided (“the Schedule”) before your Application Form will be accepted. The Schedule can be obtained by contacting the GPT Group SPP Offer Information Line. Applications received by custodians that are not accompanied by the Schedule will be rejected.

6. This Application Form does not constitute an offer to sell, or the solicitation of an offer to buy, Securities in the United States or in any other jurisdiction in which such an offer would be illegal. The Securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Securities may not be offered or sold, directly or indirectly, in the United States. The Application Form must not be distributed to, or relied upon or completed by, persons in the United States.

7. By making the Application Payment and/or submitting the Acceptance Slip, you certify that:

• you wish to apply for the number of Securities which equates to the Application Payment divided by A$5.94 which will be issued in accordance with the SPP and the constitutions of GPT Management Holdings Limited and General Property Trust; • you have read and understood the SPP Terms and Conditions and make the representations and warranties and agree to the terms and conditions set out therein; • you agree to be bound by the terms of the constitutions of GPT Management Holdings Limited and General Property Trust and the SPP; • you agree to accept any lesser number of new Securities than the number of Securities applied for; and • you are not in the United States and are not acting for the account or benefit of a person in the United States and have not sent any offering materials relating to the SPP offer to any person in the United States. 8. For applicants that are not required to complete the Schedule, by submitting the Acceptance Slip (with a cheque, bank draft or money order) or making payment by Bpay , you certify that the aggregate of the Application Payment paid by you for: • the parcel of new Securities indicated on this Application Form or Bpay payment; and • any other Securities applied for by you, or which you have instructed a Custodian to acquire on your behalf under the SPP or any other similar arrangement in the 12 months prior to the date of submission of the Acceptance Slip or payment by Bpay, does not exceed A$15,000. 9. The GPT Group reserves the right to make amendments to this Application Form where appropriate. 10. Applicants are not assured of receiving the Securities for which they have applied as the GPT Group may scaleback applications in its discretion in accordance with the SPP Terms and Conditions in the SPP Booklet. 11. The maximum subscription limitation of A$15,000 will apply even if an eligible securityholder has received more than one Application Form (whether in respect of a joint holding or because the eligible holder has more than one holding under separate security accounts). 12. The SPP is being made to securityholders in Australia and New Zealand only. Subject to the SPP Terms and Conditions in the SPP Booklet, you may participate in the SPP if your address in the Registry of the GPT Group is in Australia or New Zealand as at the Record Date of 7.00pm (Sydney time) on 18 June 2019. Please see the SPP Booklet for further information on eligibility requirements. 13. Capitalised terms which are not defined in this Application Form have the meaning given to them in the SPP Booklet accompanying this Application Form. How to Lodge your Acceptance Slip and Application Payment A reply paid envelope is enclosed for you to return your Acceptance Slip and Application Payment (if paying by Cheque, Bank Draft or Money Order). No postage stamp is required if it is posted in Australia.

The Acceptance Slip and the payment for new Securities must be received by the Registry no later than 5:00pm (Sydney time) on 15 July 2019. If paying by Bpay[®] you do not need to complete or return the Application Slip. You should check the processing cut off-time for Bpay[®] transactions with your bank, credit union or building society to ensure your payment will be received by the Registry by the close of the offer.

Mailing Address	or	Hand Delivery
The GPT Group		The GPT Group
C/- Link Market Services Limited		C/- Link Market Services Limited
GPO Box 3560		1A Homebush Bay Drive
Sydney NSW 2001		Rhodes NSW 2138(Please do not use this address for mailing purposes)

Make sure you send your Acceptance Slip and Application Payment allowing enough time for mail delivery, so Link Market Services Limited receives them no later than 5:00pm (Sydney time) on 15 July 2019. Please ensure sufficient cleared funds are held in your account, as your cheque , bank draft or money order will be banked as soon as it is received. The GPT Group reserves the right not to process any Acceptance Slips and Application Payments received after the Closing Date.

If you require information on how to complete this Acceptance Slip please contact the GPT Group SPP Offer Information Line on 1800 025 095 (if calling within Australia) or +61 1800 025 095 (if calling from outside of Australia).