GPT GROUP — Director's Dealing 2014

May 26, 2014

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 30/9/2001.

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 – GPT MHL

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	19/02/2014

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	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		26/05/2014
No. of securities held prior to change		1,267,229 stapled securities 1,328,861 performance rights
Class		Performance rights
Number acquired			Long Term Incentive Plan 630,252 performance rights
		Deferred Short **Term Incentive Plan **	Long Term **Incentive Plan **
		262,605 performance rights	630,252 performance rights
Number disposed		Nil

• See chapter 19 for defined terms.

Appendix 3Y Page 1

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation			Price of stapled securities on grant of performance rights is $3.90. Deferred Short Term Incentive Plan Long Term Incentive Plan Price of stapled securities acquired (if any) under the Deferred STI Plan will be determined at the end of the STI performance year ending on 31 December 2014. Price of stapled securities acquired (if any) under the LTI Plan will be determined at the end of three year performance period ending on 31 December 2016.	Price of stapled securities on grant of performance rights is $3.90. Deferred Short Term Incentive Plan Long Term Incentive Plan Price of stapled securities acquired (if any) under the Deferred STI Plan will be determined at the end of the STI performance year ending on 31 December 2014. Price of stapled securities acquired (if any) under the LTI Plan will be determined at the end of three year performance period ending on 31 December 2016.	Price of stapled securities on grant of performance rights is $3.90. Deferred Short Term Incentive Plan Long Term Incentive Plan Price of stapled securities acquired (if any) under the Deferred STI Plan will be determined at the end of the STI performance year ending on 31 December 2014. Price of stapled securities acquired (if any) under the LTI Plan will be determined at the end of three year performance period ending on 31 December 2016.	Price of stapled securities on grant of performance rights is $3.90. Deferred Short Term Incentive Plan Long Term Incentive Plan Price of stapled securities acquired (if any) under the Deferred STI Plan will be determined at the end of the STI performance year ending on 31 December 2014. Price of stapled securities acquired (if any) under the LTI Plan will be determined at the end of three year performance period ending on 31 December 2016.	Price of stapled securities on grant of performance rights is $3.90. Deferred Short Term Incentive Plan Long Term Incentive Plan Price of stapled securities acquired (if any) under the Deferred STI Plan will be determined at the end of the STI performance year ending on 31 December 2014. Price of stapled securities acquired (if any) under the LTI Plan will be determined at the end of three year performance period ending on 31 December 2016.
			Deferred Short **Term Incentive Plan **			Long Term **Incentive Plan **
			Price of stapled securities acquired (if any) under the Deferred STI Plan will be determined at the end of the STI performance year ending on 31 December 2014.			Price of stapled securities acquired (if any) under the LTI Plan will be determined at the end of three year performance period ending on 31 December 2016.
No. of securities held after change		1,267,229 stapled securities 2,221,718 performance rights comprised as follows: Number of Performance Rights Year Scheme 693,537 2012 LTI 635,324 2013 LTI 630,252 2014 LTI 262,605 2014 Deferred STI
		Number of Performance Rights		Year			Scheme
		693,537		2012			LTI
		635,324		2013			LTI
		630,252		2014			LTI
		262,605		2014			Deferred STI
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back		As approved by Securityholders at the Annual General Meeting on 8 May 2014: Deferred Short Term Incentive Plan Long Term Incentive Plan 262,605 performance rights have been granted to Mr. Cameron under the Deferred STI Plan in respect of the 2014 year. Following performance testing, those performance rights which convert to stapled securities (if any) will be held on trust for an additional period until they vest, as follows:  50% of the stapled securities will vest on 31 December 2015; and  50% of the stapled securities will vest on 31 December 2016. 630,252 performance rights have been granted to Mr. Cameron under the LTI Plan.
		Deferred Short **Term Incentive Plan **			Long Term **Incentive Plan **
		262,605 performance rights have been granted to Mr. Cameron under the Deferred STI Plan in respect of the 2014 year. Following performance testing, those performance rights which convert to stapled securities (if any) will be held on trust for an additional period until they vest, as follows:  50% of the stapled securities will vest on 31 December 2015; and  50% of the stapled securities will vest on 31 December 2016.			630,252 performance rights have been granted to Mr. Cameron under the LTI Plan.

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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
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 interest in the securities of contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	Yes. GPT’s Personal Dealing Policy permits the granting of rights under GPT’s performance incentive plan.
If prior written clearance was provided, on what date was this provided?	08/05/2014

• See chapter 19 for defined terms.

Appendix 3Y Page 3

01/01/2011