GPT GROUP — M&A Activity 2004

Dec 8, 2004

9 December 2004

STOCKLAND TO ISSUE SUPPLEMENTARY STATEMENT

Stockland today announced it has prepared a Supplementary Statement to accompany its Bidder's Statement which will be dispatched over the coming days to GPT unitholders.

GPT's submissions to the Takeovers Panel that the Offer Value should be adjusted for expected distributions were not successful.

However the Takeovers Panel has decided that the information and presentation in the Bidder's Statement of certain matters required correction or further explanation.

These matters included current information relating to Stockland Securities and GPT Units, their effect on the calculation of the offer value, and the pro forma NTA per GPT Unit as previously disclosed by Stockland in its Investor Presentation lodged with the ASX on 8 November.

A media release on this issue is attached.

For media enquiries contact:

Kristen Hannah EGM Corporate Affairs Stockland Tel: 02 9020 8134 Mobile: 0409 603 369

For investor enquiries contact:

Johanna Keating GM Investor Relations, Stockland Tel: 02 9321 1529 Mobile: 0409 168 848

Stockland (ASX: SGP) is one of the largest and most diversified property groups in Australia with interests in retail, commercial, industrial and residential property investment and development, as well as hotel management. Stockland currently has total assets in Australia and New Zealand of over \$7.2 billion, market capitalisation in excess of \$7 billion, and reported a net profit of \$456 million for the year ended 30 June 2004. Additional information can be found on our website www.stockland.com.au

Stockland Corporation Limited ACN 000 181 733 Stockland Trust Management Limited ACN 001 900 741; AFSL 241190 As Responsible Entity for Stockland Trust ARSN 092 897 348

Media Release 9 December 2004

Level 16 157 Liverpool Street SYDNEY NSW 2000

www.stockland.com.au

Tel: 02 9321 1500 Fax: 02 9321 1599

STOCKLAND TO ISSUE SUPPLEMENTARY STATEMENT

Stockland today announced it has prepared a Supplementary Statement to accompany its Bidder's Statement which will be dispatched over the coming days to GPT Unitholders.

The Supplementary Statement covers:

1. Offer value - treatment of December distribution

GPT's submissions to the Takeovers Panel that the Offer Value should be adjusted for expected distributions were not successful.

Stockland has calculated the Offer Value without deducting the expected distribution of about 19 cents per security on Stockland Securities for the six months to 31 December 2004, and without adding the expected distribution of 5.5 cents on GPT Units for the three months to 31 December 2004. GPT Unit Holders who accept the Offer will be entitled to receive the GPT distribution up to 5.5 cents, but will not receive the expected Stockland distribution of about 19 cents

There is no evidence to suggest that Stockland should adjust the Offer Value for these expected distributions. The following table shows five day VWAPs of Stockland Securities calculated one month before and one month after the last four Stockland distributions. There is no correlation between these prices and the amount of the distribution.

	Amount of distribution	VWAP1 month pre	VWAP1 month post
Ex Distribution date of 24 June 2004	\$0.19	\$5.24	\$5.49
Ex Distribution date of 23 December 2003	\$0.18	\$4.87	\$5.26
Ex Distribution date of 24 June 2003	\$0.165	\$5.16	\$5.03
Ex Distribution date of 23 December 2002	\$0.156	\$4.76	\$4.87

2. Offer value - date of valuation

The Offer Value used in Stockland's Bidder's Statement is \$3.65 per GPT Unit, based on the five day VWAP of Stockland Securities to 5 November 2004, being the period prior to Stockland's offer (\$6.00). The Offer Value was calculated by multiplying the Stockland Securities VWAP of \$6.00 by 0.608, without adjustment for future distributions.

The Takeovers Panel has decided it is appropriate to use the VWAP for the five trading days to 7 December 2004, being the most recent period prior to printing of the Supplementary Bidder's Statement (\$5.93). Based on that price, the value of the Offer is \$3.61 per GPT Unit, without adjustment for future distributions.

However, the value of the Offer will continue to change during the Offer Period as the Stockland Security price changes.

The value of the Offer at 7 December 2004 of \$3.61 is less than the five day VWAP of \$3.66 for GPT Units for the same period. The market price of GPT Units is affected by takeover speculation and Stockland's Offer.

The value of the Offer at 7 December 2004;

• represents a premium of 32% to the net tangible asset backing of GPT of \$2.74 per Unit as at 30 June 2004:
• represents a premium of 19% to the three-month GPT Unit VWAP of \$3.03 to 19 May 2004, the day before trading in GPT Units was suspended prior to the initial Lend Lease Stapling Proposal announcement;
• is 1.4% less than the five day VWAP of GPT Units to 7 December 2004.

3. Success in integrating acquisitions

The Takeovers Panel has accepted that the basis for calculating the percentage compound annual growth rate increases, which illustrate Stockland's success in integrating acquisitions and executing a growth strategy, is adequately disclosed in the Bidder's Statement.

4. Dilution in Net Tangible Assets ("NTA")

The Takeovers Panel has asked Stockland to disclose in its Supplementary Bidder's Statement the equivalent value of the projected NTA per GPT Unit for the merged entity if the Stockland Offer is successful.

The NTA of GPT, last valued in June 2004, is \$2.74 per GPT Unit. If Stockland acquires 100% of GPT, the NTA of the Merged Entity will be \$4.12 per Stockland Security. This means that the NTA would be equivalent to \$2.50 per GPT Unit if Stockland acquires 100% of GPT.

This information was disclosed in Stockland's Investor Presentation lodged with the ASX on 8 November.

For media enquiries contact:

Kristen Hannah EGM Corporate Affairs Stockland Tel: 02 9020 8134 Mobile: 0409 603 369

For investor enquiries contact:

Johanna Keating GM Investor Relations, Stockland Tel: 02 9321 1529 Mobile: 0409 168 848

Stocktand (ASX: SGP) is one of the largest and most diversified property groups in Australia with interests in retail,
commercial, industrial and residential property investment and development, as well as hotel management reported a net profit of \$456 million for the year ended 30 June 2004. Additional information can be found on our website www.stockland.com.au