GPT GROUP — M&A Activity 2004

Jul 26, 2004

Lend Lease Corporation Limited

ABN 32 000 226 228

Level 4 30 The Bond 30 Hickson Road Millers Point NSW 2000 Australia

Telephone $(612)$ 9236 6111

Facsimile (612) 9252 2192

www.fendlease.com

27 July 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

LEND LEASE PROPOSAL TO MERGE WITH GPT REMAINS ONLY OFFER AVAILABLE

Lend Lease Corporation Limited ("Lend Lease") today noted the announcement by General Property Trust ("GPT") Independent Directors regarding Lend Lease's proposal to merge Lend Lease with GPT.

Lend Lease confirmed that it had provided the Independent Directors of GPT with an enhanced proposal last week as its final response to the issues that they had raised since the merger proposal was first announced on 24 May this year. The enhanced proposal is subject to a positive recommendation by the Independent Directors to their unitholders and increased the total value of the consideration to GPT by 10 cents per unit.

Further details are included in the attached media statement.

Yours faithfully LEND LEASE CORPORATION LIMITED

S J SHARPE Company Secretary

STOCK EXCHANGE AND MEDIA RELEASE

27 JULY 2004

LEND LEASE PROPOSAL TO MERGE WITH GPT REMAINS ONLY OFFER AVAILABLE

Lend Lease Corporation Limited ("Lend Lease") today noted the announcement by General Property Trust ("GPT") Independent Directors regarding Lend Lease's proposal to merge Lend Lease with GPT.

Lend Lease confirmed that it had provided the Independent Directors of GPT with an enhanced proposal last week as its final response to the issues that they had raised since the merger proposal was first announced on 24 May this year. The enhanced proposal is subject to a positive recommendation by the Independent Directors to their unitholders and increased the total value of the consideration to GPT by 10 cents per unit.

Despite the Independent Directors' rejection of these enhanced terms, Lend Lease's proposal remains the only one available to be acted upon on behalf of GPT's unitholders.

Lend Lease's enhanced proposal is based on a stapling of Lend Lease shares and GPT units in the ratio of one existing Lend Lease share to every 3.9 existing GPT units plus 64 cents cash special distribution per GPT unit. Lend Lease's original proposal to GPT, announced on 24 May this year, comprised stapled securities being created in the ratio of one Lend Lease share to every 3.8 GPT units and 47 cents eash per unit consideration for GPT unitholders.

Based on an indicative distribution vield of 7.3% (based on the average of published market analysts' expectations for the merged entity). Lend Lease's enhanced proposal values current. GPT units at \$3.56 per unit, compared to \$3.46 per unit under Lend Lease's original merger proposal. The enhanced proposal values existing Lend Lease shares at \$11.40 on the same indicative distribution vield of 7.3%.

At \$3.56, the enhanced offer represents a 17% premium to the trading price of GPT units of \$3.05 immediately before the original merger proposal was announced. The enhanced proposal also represents a 30% premium to GPT's net tangible asset backing of \$2.73 per unit (31 December 2003).

The enhanced merger proposal is projected to deliver an 18% increase in pro forma distributions for the vear ending 30 June 2005 (assuming the special distribution is reinvested at the price implicit in the merger terms), together with the prospect of a more than doubling of the rate of distribution growth from GPT's current 3% p.a. (approx.) to Lend Lease's pro forma forecast 7% distribution growth for the merged group. Over the last month as the market has focused on the merger, GPT's trading price has increased by around 15% from its pre-announcement level to a volume weighted average of \$3.51 per unit. The Trust's total market capitalisation has increased by around A\$950 million.

Lend Lease received a counter proposal from the GPT Independent Directors, which the GPT Directors indicated they were prepared to recommend. Lend Lease was not prepared to meet those terms.

Lend Lease Managing Director and CEO, Greg Clarke, said the Lend Lease Board is clearly focused on the best interests of both Lend Lease shareholders and GPT's unitholders but is not prepared to over-pay to secure the merger.

"We see great merit in the merger with GPT, but not at any price and only on the basis where Lend Lease shareholders participate reasonably in the value upside from such a merger." Mr Clarke said.

"Lend Lease is very conscious of its on-going role as manager of GPT and the on-going interests of GPT unitholders. It had put in place a clear process with GPT's Independent Directors to work through details of the merger proposal. We believe our enhanced proposal is worthy of recommendation to unitholders.

"The market has become increasingly aware of and positive about the strength of Lend Lease's businesses and our growth outlook, either with or without a merger with GPT.

"The market has taken a closer look at the Company and our depth of management talent, as well as the significant growth opportunities available through the various retail and urban communities development businesses and Bovis Lend Lease operations in Asia Pacific, the UK and the US," Mr Clarke said.

"Analysts' reports and market feedback tell me they liked what they saw and, while the merger is appealing, they do not want us to pay too much to secure the GPT opportunity," Mr Clarke said.

The proposed merger offers GPT unitholders a very attractive entry price to Lend Lease's businesses. This would give them access to significant potential earnings growth available from Lend Lease's leading urban community development businesses in Australia, its significant international opportunities in retail, urban community development, and project and construction management, as well as major investment assets like Lend Lease's interest in the A\$4 billion Bluewater retail and leisure destination in the UK.

Lend Lease is proud of the high-quality property portfolio which it has developed on behalf of GPT unitholders and continues to manage these assets for their benefit.

ENDS

For further information please call:

Roger Burrows Lend Lease Corporation Tel: 02 9236 6116