GPT GROUP — M&A Activity 2004

Nov 16, 2004

Lend Lease Corporation Limited

ABN 32 000 226 228

A fevel A 30 The Bond 30 Hickson Road Millers Point NSW 2000 Australia

Telephone (612) 9236 6111

Facsimile (612) 9252 2192

www.fendlease.com

17 November 2004

The Manager Companies Section Australian Stock Exchange Limited

Pages: Three (3) pages

Dear Sir

STOCK EXCHANGE ANNOUNCEMENT

The Manager

Companies Section

New Zealand Stock Exchange Limited

MERGER BLOCKED DESPITE CLEAR SUPPORT

The merger scheme and proposal recommended by Directors of both Lend Lease Corporation Limited ("Lend Lease") and General Property Trust ("GPT") will lapse following a successful blocking vote by some large GPT institutional unitholders this afternoon.

The Lend Lease/GPT merger had been overwhelmingly supported by Lend Lease shareholders at a Scheme meeting earlier today, with 99.4% of shares voted in favour and around 68% of GPT units voted also in favour. However, the overall GPT vote fell short of the 75% hurdle required for the merger to proceed.

Further details are included in the attached media statement.

Yours faithfully LEND LEASE CORPORATION LIMITED

SJ SHARPE Company Secretary

MEDIA RELEASE

17 NOVEMBER 2004

MERGER BLOCKED DESPITE CLEAR SUPPORT

The merger scheme and proposal recommended by Directors of both Lend Lease Corporation Limited ("Lend Lease") and General Property Trust ("GPT") will lapse following a successful blocking vote by some large GPT institutional unitholders this afternoon.

The Lend Lease/GPT merger had been overwhelmingly supported by Lend Lease shareholders at a Scheme meeting earlier today, with 99.4% of shares voted in favour and around 68% of GPT units voted also in favour. However, the overall GPT vote fell short of the 75% hurdle required for the merger to proceed.

Voting participation was very strong in both Lend Lease and GPT. More than 50% of the Lend Lease shares on issue and more than 76% of GPT units were voted on the various resolutions to enable the merger to proceed.

David Crawford, Chairman of Lend Lease Corporation, said: "Given the impracticalities inherent in schemes, which Lend Lease has previously publicly discussed. Lend Lease confirms that as the resolutions to approve its merger with GPT were blocked despite majority support, the proposal has lapsed.

"Lend Lease does not propose to put any further merger proposals to GPT unitholders.

"Those who have caused the merger to lapse have not created a certain auction for GPT as they claimed they would, they have handed Stockland an uncontested opportunity to take-over GPT on the cheap.

"Lend Lease remains committed to continuing to manage the GPT portfolio for the benefit of GPT unitholders as it has done for the last 33 years.

"In the meantime, we have to accept that there were a few large unitholders in GPT who used their voting power to block the merger, so it is time to move on with our business strategy.

"Lend Lease is in great shape financially, strategically and operationally, and will continue to focus on the development of its core operating businesses.

"Our core businesses are well positioned in each of their markets and there is widespread agreement in the market that we have secured a strong outlook for operating profit growth," Mr Crawford said.

As a consequence of the merger lapsing today, there will be no payment of 56.2 cents per share in Merger Dividends. Similarly, the Off-Market Buy-Back which formed part of Lend Lease's merger proposal will not proceed, and the Sale and Exchange Facility will not be activated.

The Lend Lease Board announced that it will move to resume the on-market buyback program suspended in August as soon as possible.

"The Board remains committed to the active capital management program adopted in 2004. and the achievement of enhanced earnings per share for operations from the buyback and our continued focus on cost savings," Mr Crawford said.

Greg Clarke, Managing Director and Chief Executive Officer of Lend Lease, said: "To have clear maiority support from both Lend Lease shareholders and GPT unitholders, having the merger blocked is very disappointing, but we accept that this is the way of corporate democracy and we will get on with business," Mr Clarke said.

"Lend Lease is in a very strong position with an earnings outlook for double digit growth in its own right.

"We have well over a billion dollars in cash, low gearing and significant cost savings initiatives already locked in. Our core business operations in Australia, the UK and the US are performing very strongly.

"We have a pipeline of high quality development projects in Australia and the UK and excellent investment assets like Bluewater in the UK and King of Prussia Mall in the US," Mr Clarke said.

Lend Lease's ongoing business operations include:

• Major regional shopping centre interests in the UK, US and Singapore, together with an $\bullet$ active shopping centre development business in the UK which has two large-scale regional shopping centre developments underway and strong prospects for future growth;
• Australia's largest residential development business, through Delfin Lend Lease and Lend Lease Developments, which has a relatively low level of capital invested compared to other large market participants which enables it to sustain any downturn in the market better than its competitors:
• Residential development businesses in the UK, with the large scale Greenwich Peninsula project, and the US through Actus Lend Lease's military housing business;
• A leading global project management and construction business with very strong market $\bullet$ positions in the UK and US;
• A leading wholesale property funds management business in Australia and the UK retail sector.

ENDS

For further information:

Roger Burrows Lend Lease Corporation Tel: 0413 005 120

John Frey Cosway Australia Tel: 0411 361 361