GPT GROUP — Investor Presentation 2005

Feb 16, 2005

GPT. Internetiseiton Proposel

Investoig Piesenterion

Table of Contents

	1. Background
	2. Proposal Overview
	3. Financial Impact and Benefits for GPT
	4. Joint Venture with Babcock & Brown
	5. Implementation
Appendices
	A. Initial Portfolio
$\mathbb{R}$	Financials

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1. Background

• Consistent feedback from investors $\geqslant$
• Strong support for an internalisation ➢
• Create a platform for ongoing growth ↘
• Maintain investor choice in the sector ↘
• GPT Independent Directors recommend unit holders reject Stockland's offer $\geqslant$
• $\geqslant$ GPT approached Babcock & Brown with proposal to form strategic alliance
• $\blacktriangleright$ Proposal outcomes. GPT will:
• Remain independent ↘
• Retain key executives ↘
• ↘ Establish a growth platform on its own account
• Reserve a premium for control for investors ➢
• Deliver immediate uplift in earnings and acceleration of growth ➣

XI.

3

Internalisation of GPT

• $\geqslant$ GPT will internalise to create a new independently managed group
• $\blacktriangleright$ Enter into a Joint Venture with Babcock & Brown initially capitalised at \$1.0 billion and growing to \$1.4 billion within 18 months
• Establish a strategic alliance with Babcock & Brown to generate future growth $\geqslant$ opportunities
• $\geqslant$ Partial sell down of three assets to Westfield for \$744m (50% of Penrith, 50% of Woden and 25% of Sunshine¹), proceeds reinvested in Joint Venture with Babcock & Brown at significantly accretive yields
• $\geqslant$ GPT will discuss transitional arrangements with Lend Lease

¹ Sunshine Plaza is subject to pre-emptive rights

Internalisation process

• $\geqslant$ GPTML to requisition and convene a meeting to implement the proposal
• $\geqslant$ Passed via ordinary resolutions requiring a 50% vote

Management and governance

• $\blacktriangleright$ Key senior executives of GPT to continue under new structure
• $\geqslant$ GPT Chairman and Independent Directors to remain
• $\geqslant$ Appropriate governance structures put in place for Joint Venture

Estimated Financial Impact

	CY04	CY05	CY06.
DPS stand alone (c)	[22(9)]	22.9	23.6
DPS post internalisation/JV (c)	n/a	22. 24	27.5
% increase (vs standalone)	n/a	6.5%	16.5%

$3.8%$ $12.7%$ % growth (year on year) 10.9% Actual distribution, not annualised. Assumes proposal effective 1 July 2005.

• DPS growth of 6.6% CY2006 vs 2HCY2005 annualised² ➢
• ➢ Superior growth prospects going forward
• ➢ No material change in NTA - \$3.00 vs. \$3.02
• ➢ Pro forma December 2004 GPT gearing post transaction 31.3%

² Annualised for the impact of the internalisation and joint venture

2. Proposa Koverview

Strong focus on extracting value from GPT's existing high quality, diversified, \$8bn+ investment portfolio

\$1 billion Joint Venture with Babcock & Brown

• $\geqslant$ GPT's target allocation to Joint Venture – up to 15% of GPT's assets contributing up to 20% of GPT's $EBIT¹$
• $\geqslant$ Growth driven by recycling capital and enhanced return on equity from developments
• Key activities $\blacktriangleright$
• Investment in a new \$1 billion Global Property Vehicle initial focus on Europe خطر
• Selective investment, active portfolio management and development activities ≫
• External property funds management² listed and wholesale ≫
• $\geqslant$ Joint Venture will benefit from
• GPT's funds and asset management capability ≫
• ≫ Babcock & Brown's deal sourcing and structuring expertise

\$1 billion Joint Venture with Babcock & Brown (cont.)

• $\triangleright$ \$1 billion 50:50 Joint Venture capitalised as to
• ≫ \$900m from GPT (\$700m cumulative preferred 9% capital and \$200m ordinary equity)
• \$100m from Babcock & Brown in ordinary equity ↘
• ≫ Expected to grow to \$1.4 billion within 18 months
• $\geqslant$ Joint Venture non-recourse third party gearing initially 65%
• $\geqslant$ Initial investments of \$1.1 billion: 5 assets - secure income producing assets -European retail, residential and commercial
• Follow-on investments in 2H05: secure income producing assets European retail, $\blacktriangleright$ office, industrial, residential and European/Australian developments
• $\blacktriangleright$ GPT's pro forma December 2004 gearing post transaction 31.3% (37.1% on a see through basis¹)

GENERAL PROPERTY TRUST

¹ Assumes GPT has a 50% interest in the underlying assets and liabilities of the proposed investments excluding developments

BABOOCK BROWN

\$1 billion Joint Venture with Babcock & Brown (cont.)

• Joint Venture funds management business ➢
• $\geqslant$ Asset management for Australian listed and wholesale funds and Global Property Vehicle
• $\geqslant$ Opportunity for proposed externally managed hotel fund seeded with GPT and TAHL assets totalling \$1.8 billion¹
• ➢ Joint Venture staff, systems and governance
• $\geqslant$ Dedicated staff and systems
• Staffed by appropriate people seconded from GPT and Babcock & Brown and external ➢ hires
• Governance equal representation on Joint Venture Board ➢
• ↘ Each party has a right of veto over investments

1 Excluded from financial information

Arrangement with Babcock & Brown (cont.)

• $\geqslant$ Joint Venture benefits from Babcock & Brown's global real estate platform
• ≫ Extensive track record in wide range of asset classes and geographies
• Deal sourcing and execution capability via established relationships and 50 real estate ≫ executives in 11 locations across 8 countries
• ≫ Joint Venture will have exclusive first rights to
• ≫ Babcock & Brown's global real estate deal pipeline where funded by non-Babcock & Brown Australian capital¹
• Property funds management activities carried out by Babcock & Brown and GPT in Australia ≫ (listed & wholesale)¹
• Acquire Babcock & Brown owned assets worth \$1.1 billion plus a pipeline of identified assets ≫

BABOOK RBROWN

• ≫ Babcock & Brown to underwrite the delivery of investment opportunities to the Joint Venture which are estimated to increase GPT's DPS by:
• ≫ CY2005 - 1 cent uplift per security (December half year)
• 芦 $CY2006 - 2.75$ cents uplift per security

Does not include transfer of existing activities or Japan opportunities

Arrangement with Babcock & Brown (cont.)

Babcock & Brown invests \$100m for a 50% ordinary equity interest alongside GPT

• 爹 Babcock & Brown \$50m capital uplift is subject to both parties receiving 10% IRR over 3 years on cash invested
• Hurdle requires minimum 14.3% IRR on ordinary equity ≫
• ≫ Strategic relationship with GPT
• Sale of initial assets to Joint Venture at independent assessed market value anticipated $\geqslant$ profit (circa 5-7%)
• Market based fees for introducing future assets which are acquired by the Joint Venture $\geqslant$
• Fee of up to \$15m if a superior proposal emerges and the Babcock & Brown proposal does ≫ not succeed
• Expense reimbursement (\$2.5m) in other circumstances ≫

Partial sell down of assets to Westfield

• GPT to sell 50% interests in Penrith and Woden plus a 25% interest in Sunshine¹ $\geqslant$ to Westfield
• Westfield to manage jointly owned assets¹ ↘
• $\blacktriangleright$ Sale proceeds of \$744m - above December 2004 valuations
• $\blacktriangleright$ Weighted average sale yield – below 6% on passing income
• Reinvestment of sale proceeds into Global Property Vehicle achieving immediate $\blacktriangleright$ accretion

¹ Sunshine Plaza is subject to pre-emptive rights in favour of the co-owner and management is subject to consent of the co-owner

Key benefits to GPT investors

• $\geqslant$ Creates an independent, internally managed group
• ➢ Delivers GPT investors enhanced income and capital growth prospects
• ➢ Maintains investor choice in the listed property trust sector
• Continuity of management $\geqslant$
• $\geqslant$ Provides a superior alternative to the Stockland offer
• ↘ Reserves a premium for control with investors
• ≫ Subject to a unit holder vote

GPT's Independent Directors¹ intend to recommend the Proposal subject to

• Confirmation by the Independent Expert that it is in the best interests of unit ➢ holders
• No superior proposal emerging ➢

¹ For this purpose the Independent Directors comprise Peter Joseph (Chairman), Ken Moss and Malcolm Latham.

3. Financial Impact and
Benefisitor GPT

Estimated Distribution impact

	CY04	CY05 1	CY06
DPS stand alone (c)	22(0)	229	$23.6^{\circ}$
DPS post internalisation/JV (c)	ma	24.4	27.5
% increase (vs standalone)	n/a	6.5%	16.5%

% growth (year on year) $3.8%$ 10.9% $127%$ Actual distribution, not annualised. Assumes proposal effective 1 July 2005.

• $\geqslant$ DPS growth of $6.6\%$ - CY2006 vs 2HCY2005 annualised²
• ➢ DPS 12 months to 30 June $2006 = 26.7$ cps
• ➢ No material change in NTA - \$3.00 vs. \$3.02
• Pro-forma December 2004 GPT gearing post transaction 31.3% ➢

² Annualised for the impact of the internalisation and joint venture

FY06 DPS yield versus peers

GPT implied DPS yield derived using 16/2/2005 close price and estimated DPS for the 12 months to 30 June 2006 of 26.7c Source: Broker consensus DPS (IBES), security prices at close of trading 16/2/2005 (IRESS).

• $\triangleright$ Current implied FY06 DPS yield is attractive relative to stapled comparables
• $\geqslant$ Strong re-rate potential given growth potential and high quality core assets
• $\blacktriangleright$ No distributions in forecast period are driven by return of capital
• GPT DPS reflects sustainable underlying earnings $\geqslant$

3. Financia Impacta a Barchettor GPT

FY06 DPS growth

GPT (post transaction) growth is CY06 on CY05 annualised for the impact of internalisation and the Joint Venture. GPT standalone growth is CY06 on CY05. MXG DPS growth is adjusted for the partly paid portion of the security.

Source: Broker consensus DPS growth (IBES).

➢ GPT DPS growth compares favourably with other large staples

3. Einendalt fabed auf Beneitsfor GPT

FY06 DPS growth

• $\geqslant$ Growth beyond forecast expected to come from
• ्र Joint Venture trading and consequent recycling of capital
• ≫ Development projects driving higher returns on equity
• Joint Venture funds management activities $\geqslant$
• 》 Increased opportunities for internalised stapled GPT

Moderate gearing

Gearing based on total interest bearing liabilities to gross assets. Source: December results / MRE estimates.

• $\geqslant$ GPT has restated its own target gearing range as 30-40%
• $\geqslant$ GPT's gearing will be towards the lower end of comparables – supports growth and flexibility going forward

Economic gearing, inclusive of 50% of Joint Venture non-recourse debt is 37.1% BABCOCK & BROWN

8. Hhandal Indecka be barang Gronels

Premium to NTA

GPT post transaction assumes trading price of \$3.77, being the closing price at 16 February 2005. Source: December results / MRE estimates.

$\geqslant$ Relatively low NTA premium suggests upside potential as GPT's operating earnings develop

Prudent mix of core and enhanced earnings

FY06 forecast EBIT split

GPT "corporate" earnings defined as enhanced earnings from Joint Venture plus GPT's interest in Rouse Hill and Twin Waters for CY06 Source: MRE estimates.

• ➢ Ample scope for growth in "corporate" earnings within GPT's target range
• $\geqslant$ Low proportion and high diversification of "corporate" earnings relative to peers
• ➢ 90% of the "corporate" portfolio underpinned by stable rental income

* Operational income is post tax where applicable

BABCOCK & BROWN

3. Financial Impact and Benefits for GPT

Implied value

• $\geqslant$ GPT's last price of \$3.77 implies a yield of 7.1% on estimated FY06 distributions
• $\geqslant$ Significant re-rate potential based on
• $\geqslant$ Immediate uplift in earnings and platform for long term growth
• $\geqslant$ Distributions reflect underlying cash earnings
• $\blacktriangleright$ Moderate gearing enhances growth potential
• ➢ Appropriate mix of core and enhanced earnings
• Multiple levels of diversification ➢

8. Financia (Lincauation Banaristor CPT)

Risk Mitigation through Diversification

• ➢ Appropriate balance between core and enhanced earnings
• Remains predominantly weighted to high $\geqslant$ quality investment earnings
• ≫ Stable rental income underpins Joint Venture earnings
• ➢ Diversification benefits
• Sectors and asset classes ≫
• ≫ Geography

SO COOLS SO SOLO VI

4. Joint Venture with Babeogk & Brown

Structure

Proposed Joint Venture Structure

28

4. Joint Venture with Babcod (2. Brown

Global Property Vehicle

• $\blacktriangleright$ Investment Strategy
• $\geqslant$ Investment in a broad range of asset classes and geographic markets with appropriate risk controls in place
• $\geqslant$ Significant upside potential from active management, development opportunities, future acquisitions, trading and funds management
• $\geqslant$ Locked-in positive spreads from using long dated, competitive margin, non-recourse debt
• $\geqslant$ Opportunistic approach to property markets

4. Joint Venture with Babcod (2. Brown

Global Property Vehicle

• $\blacktriangleright$ Initial focus on Europe
• $\geqslant$ Size of market – world's second largest investment grade property market after North America
• $\geqslant$ Low level of securitised property asset ownership – 36% in Germany versus 60 - 70% in Australia
• $\blacktriangleright$ 200-300 bps positive Euro denominated spread drives investment model
• Off market sourcing opportunities ↘
• $\geqslant$ Portfolio with sectoral and geographic diversification

4. Joint Wenture with Babcodk & Brown

Global Property Vehicle

• $\geqslant$ Target returns to GPT in 2005
• $\blacktriangleright$ 72% of return to GPT via cumulative 9% coupon on preferred capital
• $\blacktriangleright$ 28% of return to GPT via 50% equity interest
• Targeting minimum 15% IRR on ordinary equity $\geqslant$
• $\geqslant$ Historically Babcock & Brown has delivered returns well in excess of this level
• $\geqslant$ Hurdle requires an IRR of 14.3% on ordinary equity

4. Joint Venture with Babeod (3-Brown

Global Property Vehicle

$\geqslant$ Capital structure

• $\blacktriangleright$ Initial average 65% (agreed maximum 75%) debt / total assets inclusive of Joint Venture debt
• $\geqslant$ Fully non-recourse, long dated Euro denominated debt
• $\geqslant$ Hedging policy
• $\geqslant$ Interest rate swaps covering 100% of senior debt service for between $5 - 7$ years
• $\geqslant$ Typical swap duration provides opportunity to refinance at least once through a full cycle
• $\blacktriangleright$ Foreign currency exposure on capital hedged via the use of foreign denominated debt and/or cross currency swaps
• $\geqslant$ Implement an appropriate rolling income hedging policy

4. Joint Venture with Babeod (3-Brown

Initial Portfolio

• $\geqslant$ Currently controlled by Babcock & Brown – will contribute to Joint Venture on implementation (assumed to be 1 July 2005)
• $\geqslant$ 5 assets / portfolios worth circa \$1.1b – underpinned by secure rental income
• $\geqslant$ German medium density, low rise residential – 17,700 apartments across 3 portfolios in 10 $cities - $0.8b$
• Cologne Business Park co-ownership interest in 7 building office park in Cologne, ≫ Germany - \$0.1b
• ≫ Galerie Butovice – 46,600 sqm retail/office development in Prague, Czech Republic - \$0.2b

Follow-on Portfolio

• $\geqslant$ Currently a substantial number of assets under due diligence / negotiation
• $\geqslant$ Assets under consideration include 6 assets / portfolios worth circa \$1.3b
• ्रे Major city mixed use portfolios (2) (residential / retail / office) (circa \$0.1b)
• Big box and neighbourhood retail (circa \$0.7b) ≫
• ≫ European industrial (circa \$0.5b)

4. Joint Venture with Babcock & Brown

Indicative Joint Venture asset diversification – Initial and Follow-On assets

Joint Venture assets by region/country

Property Funds management business

• $\geqslant$ Focus on creation of new listed and wholesale products
• ↘ Opportunity for GPT and Babcock & Brown to seed a listed hotel property trust
• $\geqslant$ GPT in strong position to seed and co-invest in other listed and wholesale funds
• $\geqslant$ Marriage of GPT's funds and asset management capability with Babcock & Brown's deal sourcing and structuring expertise

4. Joint Venture with Babcod (2. Brown

Governance

• $\blacktriangleright$ Joint Venture Board - equal representation from GPT and Babcock & Brown nominees
• $\geqslant$ Termination triggers
• On a change of control ↘
• $\blacktriangleright$ Failure to achieve minimum return requirements
• $\blacktriangleright$ Refusal to continue to invest in Joint Venture
• $\geqslant$ Consequence of termination
• $\geqslant$ Closure and unwind of vehicle – first right to acquire assets at market value in favour of party introducing the asset
• $\geqslant$ Mutual pre-emptive rights over other party's investment in the Joint Venture
• $\geqslant$ 10.0% IRR to be received on all capital contributed before Babcock & Brown receives any of its uplift on a winding up

5. Inidencia en la parte

e e de la propieta de la propieta de la propieta de la propieta de la propieta de la propieta de la propieta d
De la propieta de la propieta de la propieta de la propieta de la propieta de la propieta de la propieta de la

5. Implementation

Resolutions

$\geqslant$ Subject to unit holder approvals $-$ all ordinary 50%

Timetable

• $\geqslant$ Announcement of proposal
• $\geqslant$ Explanatory Memorandum available
• $\geqslant$ Unit holder meeting
• Effective Date $\geqslant$

17 February 2005 April 2005

May 2005

June 2005

This timetable is indicative only and will be updated when dates are confirmed

• Creates an independent, internally managed group $\geqslant$
• Delivers GPT investors enhanced income and capital growth prospects ➢
• Maintains investor choice in the listed property trust sector ➢
• Continuity of management ➢
• Provides a superior alternative to the Stockland offer ➢
• ➣ Reserves a premium for control with investors

OUGS IOTS

Appendix A Jinita

K.

Appendix A - Initial Portiolio

German Residential - Kiel Portfolio

Location	Northern Germany (Eastern Kiel)
Asset type	Residential Apartments (affordable housing sector)
Purchase price	€40.0m plus a further €2m capex (total €42m)
Initial yield	6.01% on $\epsilon$ 42m (on leased premises only after maintenance, modernisation and repairs)
Occupancy	88%
Characteristics	1,400 residential apartments
Market description	Predominantly built in 1960's, 1- and 2- bedroom apartments with at market rents of approx $\epsilon$ 4/m 2 /month
Investment strategy	Reduce the vacancy level (immediate uplift). Consider opportunities to sell down sub-portfolio to wholesale buyers.

Appendix A_FInital Portolo

German Residential - Salzgitter Portfolio

Location	City of Salzgitter, north western Germany
Asset type	Residential Apartments (affordable housing sector)
Purchase price	€290m
Initial yield	6.6% on passing income after maintenance, modernisation and repairs
Occupancy	84.5%
Characteristics	•13,476 residential apartments representing 25% of the city's housing stock •Largely constructed in the 1950s and 1960s as part of the social housing schemes
Market description	Rental of circa $\epsilon$ 4/sqm/month is at market for these 1- and 2- bed apartments
Investment strategy	Reduce vacancy levels (immediate impact) and consider sale of sub-portfolios to wholesale investors

Appendix A - Initial Portfolio

German Residential - AMB Generali Portfolio

Location	Western Germany
Asset type	Residential Apartments (affordable housing sector)
Purchase price	$€130m$ exclusive of acquisition costs
Initial yield	6.1% on leased properties after maintenance, modernisation and repairs
Occupancy	Approx. 97%
Characteristics	•2,700 residential units in 9 cities throughout western Germany •Tenants are predominantly longer term occupiers •Producing an average all in net rent of $64.68$ / sqm / month – market rents
Market description	A diversified portfolio of well maintained properties
Investment strategy	Hold with scope for selective disposals of sub-portfolios to wholesale investors and owner occupiers.

Appendix A Hirital Portfolio

Cologne Business Park, Germany

Location	5km west of city centre of Cologne, Germany's 6 th largest economic city
Asset type	Office / technology park
Purchase price	€70.6m
Initial yield	6.2%
Occupancy	90%
Characteristics	30% interest in an office / technology park comprising: •6 office buildings and 1 sales •99,500 sqm NLA •Developer has provided renta •80% of leased income from to City Works of Cologne, Federa

al guarantee over vacant space and certain near term expiries op quality tenants such as DaimlerChrysler, (32% rent, term 2025), al Republic of Germany (15% rent, term 2018)

A quality portfolio of office properties underpinned by long term leases in a well situated office park Market description Investment Hold as a longer term investment strategy

GENERAL PROPERTY TRUST

Appendix A - Initial Portfolio

Galerie Butovice, Prague, Czech Republic

Location	6km south west of central Prague
Asset type	New Retail and office
Purchase price	€106.8m
Initial yield	$8.0\%$
Occupancy	Approx. 93% income is pre-committed
Characteristics	•37,475 sqm retail NLA (Ahold supermarket, 13,941m 2 )
	•9,154 sqm office NLA (70% pre- committed to Ahold)
	•1,377 parking spaces
	•130 tenants
	. Due to commence trading 18 March 2005
Market description	10 years office hold)	A brand new, well located development with approx 28% income from Ahold (15 yrs supermarket,
Investment	Hold

Investment strategy

GENERAL PROPERTY TRUST

Appendix Bl. Hotels

X.

Appendix B Alinanda s

Estimated Distribution impact

• ➢ Key assumptions
• $\geqslant$ Internalisation eliminates management fee leakage of \$20m in CY05
• Asset sale to Westfield realises \$744m¹ at an average sale yield below 6% on passing ↘ income. Proceeds applied to fund investment in Joint Venture
• Initial \$886m investment by GPT in the Joint Venture in place by 1 July 2005. Further ➢ \$374m invested in Joint Venture by 31 December 2006
• Babcock & Brown underwrites delivery of investments estimated to produce ↘ incremental GPT DPS of 1 cent in 2H05 (2 cents annualised) and 2.75 cents in CY06

• Excludes "one-off" transaction costs ↘

• Subject to pre-emptive on Sunshine Plaza

GPT Estimated Distribution Statement 1, 2

	$CY05^3$	FY06	CY06
	(\$m)	(\$m)	(\$m)
GPT stand alone 4	459	466	473
Add back management fees	37	38	39
Less management expenses	(17)	(17)	(17)
Total earnings after internalisation	479	486	494
Less net rental from assets sold to Westfield	(42)	(43)	(43)
Add back interest savings	44	46	48
Total income after sale of assets to Westfield	481	490	499
Joint venture income	93	107	120
Less interest expense on investment funding	(53)	(59)	(65)
Total GPT distributable income	521	538	554
Units on issue (million)	2,016.7	2,016.7	2,016.7
DPS (cents)	25.8	26.7	27.5
DPS accretion versus stand alone	12.7%	14.6%	16.5%
DPS growth year on year			6.6%
These estimates exclude the impact of estimated 'one-off' transaction costs which may result in GPT distributing

from retained earnings and/or capital

² Subject to confirmatory due diligence

³ Proforma full year assuming proposal implemented on 31 December 2004 (2H05 annualised)

⁴ Includes interest expense on transaction costs

Appendix B_THinandals

GPT Summary Balance sheet

	31-Dec
	$2004^{\circ}$ (\$m)
Assets
Trust properties	8,130.9
Investment in joint venture	885.9
Other assets	230.8
Total assets	9,247.6
Interest bearing liabilities	2,898.6
Other liabilities	305.0
Total liabilities	$-3,203.6$
Net assets	6,044.0
Gearing 2	31.3%
NTA per unit	\$3.00
1 Pro forma assuming the proposal was implemented 31 December 2004
2 Interest bearing liabilities / total tangible assets

Disolainer

This presentation has been prepared by GPT Management Limited (ABN 94 000 335 473) as the responsible entity of General Property Trust (ARSN 090 110 357) and Babcock and Brown Limited (ABN 53 108 614 955). The details in this presentation provide general information only. It is not intended as investment or financial advice and must not be relied upon as much. You should obtain independent financial advice prior to making any decision. The presentation is not an offer or invitation for subscription or purchase of securities or other financial products. Past performance is no indication of future performance. All values are stated in Australian currency unless otherwise specified. February 2005.

Subject to the disclaimer above:

• $\triangleright$ Babcock & Brown Limited is only responsible for those parts of this presentation relating to its business and assets; and
• GPT Management Limited as responsible entity for the General Property Trust is only responsible for those parts of this presentation relating to its business and assets.