GPT GROUP — Director's Dealing 2011

Jan 31, 2011

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

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

1 February 2011

Suzanna Dabski Australian Securities Exchange Exchange Centre 20 Bridge Street Sydney NSW 2000

By electronic lodgement

Dear Suzanna

Re: Appendix 3Y – Change of Director’s Interest

Please find attached Appendix 3Y for Michael Cameron indicating changes to Michael’s performance rights following the one for one rights issue (the rights issue) that GPT undertook in May 2009.

The GPT Board recognised that undertaking the rights issue closely after Mr Cameron’s appointment had the effect of reducing the inherent value of the performance rights in Mr Cameron’s employment package that was negotiated in good faith in April 2009.

The Board engaged Ernst & Young to quantify the impact of the rights issue on Mr Cameron’s:

• Sign on incentive; and

• 2009 Long Term Incentive.

As a result, on 8 December 2010, the Board determined to make additional grants of rights as follows:

• Sign on incentive – an additional 16,843 rights, with 8,422 vesting on 30 June 2011 and 8,421 vesting on 30 June 2012; and

• 2009 Long Term Incentive – an additional 50,529 performance rights.

The additional grants are governed by the same terms and conditions that apply to the existing performance rights previously granted under the applicable plans.

There is no change to GPT Stabled Securities held by Mr Cameron.

The failure to lodge an Appendix 3Y in time was due to administrative oversight in advising the Company Secretariat of the change. The Company identified this as part of its internal audit processes.

GPT Securityholder Service Centre

T: 1800 025 095 F: +61 2 9287 0303 E: gpt@gpt.com.au www.gpt.com.au

==> picture [573 x 9] intentionally omitted <==

Letter Appendix 3Y MAC _02_11.doc

The Company confirms that it has revised its existing procedures in relation to the notification of Directors’ Interests to ensure that this failure is not repeated.

Yours sincerely

==> picture [187 x 45] intentionally omitted <==

James A Coyne Company Secretary

==> picture [573 x 9] intentionally omitted <==

2

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity	GPT Group comprising the stapled securities of General Property Trust
	(Trust)and GPT Management Holdings Limited(GPTMHL)
ABN	58 071 755 609 ‐ Trust
	67 113 510 188 ‐ GPTMHL

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Michael Cameron
Date of last notice	25/03/10

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	N/A
Date of change	8/12/10
No. of securities held prior to change	163,742 Stapled Securities 1,051,519 Performance Rights *Post Consolidation of Securities conducted in May 2010
Class	Performance Rights
Number acquired	67,372
Number disposed	Nil
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	Nil

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change

163,742 Stapled Securities 1,118,891 Performance Rights

Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back

The GPT Board recognised that undertaking the one for one rights issue that GPT undertook in May 2009 (rights issue) closely after Mr Cameron’s appointment, had the effect of reducing the inherent value of the performance rights in Mr Cameron’s employment package that was negotiated in good faith in April 2009. The Board engaged Ernst & Young to quantify the impact of the rights issue on Michael's : • Sign on incentive; and • 2009 Long Term Incentive. As a result,, the Board determined to make additional grants of rights to him as follows: • Sign on incentive – an additional 16,843 rights, with 8,422 vesting on 30 June 2011 and 8,421 vesting on 30 June 2012; and • 2009 Long Term Incentive – an additional 50,529 performance rights The additional grants are governed by the same terms and conditions that apply to the existing performance rights previously granted under the applicableplans.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Interest disposed	N/A
Value/Consideration Note: If consideration is non‐cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	Yes
If so, was prior written clearance provided to allow the trade to proceed during this period?	Yes
If prior written clearance was provided, on what date was this provided?	8/12/10

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3