GPT GROUP — M&A Activity 2004

Aug 25, 2004

General Property Trust ASX Announcement and Media Release

MERGER IMPLEMENTATION AGREEMENT SIGNED

FOR MERGED LEND LEASE GROUP

26 August 2004

The GPT Board is pleased to announce that the Merger Implementation Agreement for the proposed merger of GPT and Lend Lease Corporation ("Lend Lease") has been signed.

The Merger Implementation Agreement reflects the merger terms and principles agreed and announced to the market on 6 August.

As stated in the GPT announcement of 6 August, the Boards of GPT and Lend Lease expect to circulate the explanatory memoranda during October and to hold relevant investor meetings in November.

The GPT Board recommends that unitholders take no action until they receive a copy of the explanatory memorandum.

The GPT Board is comprised of the Independent Directors (Peter Joseph, Malcolm Latham, Elizabeth Nosworthy and Ken Moss) and is chaired by Peter Joseph for the purpose of considering the merger proposed by Lend Lease.

ENDS

Enquiries Nic Lyons Chief Executive Officer General Property Trust (02) 9237 5816

Martin Debelle /Graham Canning Cannings (02) 9252 0622

Governance

In light of the connections between GPT Management Limited ("GPTML") and Lend Lease, GPTML has taken steps to ensure the independence and integrity of the processes by which the Independent Directors of GPTML evaluate and make recommendations to GPT unitholders in relation to the Lend Lease merger proposal, which has included the appointment of Blake Dawson Waldron as a governance adviser and the adoption of a Governance Protocol.

On the basis of Blake Dawson Waldron's observations and from the information provided to Blake Dawson Waldron, they have confirmed that they are satisfied that the Independent Directors and their advisers have undertaken an appropriate and rigorous evaluation of the proposal and that the Governance Protocol has been complied with.