GPT GROUP — M&A Activity 2005

Jan 26, 2005

27 January 2005

Stockland Trust Management Limited ABN 86 001 900 741 AFSL No. 241190

Company Announcements Manager Australian Stock Exchange Limited 20 Bridge Street SYDNEY NSW 2000

Level 16 157 Liverpool Street Sydney NSW 2000 DX 121 Sydney GPO Box 998 Sydney NSW 1041

Phone 02 9321 1500 Direct Line 02 9561 2630 Fax 02 9321 1599 Direct Fax 02 9561 2627 www.stockland.com.au

Our ref: PH:a

Dear Sirs

Stockland Trust Management Limited ("STML") takeover offer ("Offer") for General Property Trust ("GPT") - Extension of Offer Period

Please find enclosed a Notice of Variation of Offer ("Notice") to extend the offer period for the Offer in accordance with sections 650D and 630(2) of the Corporations Act 2001, and the letter to GPT unit holders that is being sent with the Notice. These documents will be despatched to GPT unit holders today.

In accordance with Listing Rule 3.2, we advise that:

• As at the date of the Offer (being 13 December 2004), STML and its associates $(a)$ had no relevant interest in any GPT units.
• $(b)$ As at 27 January 2005, STML and its associates have a relevant interest in 0.8195% of GPT units, comprising 16,527,207 units out of a total of 2,016,716,610 units presently on issue.

Yours sincerely

Phillip Hoft

Phillip Hepburn General Counsel and Group Secretary

27 January 2005

Stockland Corporation Limited ABN 43 000 181 733

Level $16$ 157 Liverpool Street Sydney NSW 2000

Dear Unitholder

STOCKLAND'S OFFER FURTHER EXTENDED ACCEPT NOW BEFORE CLOSING ON 4 MARCH 2005

Stockland has announced it will extend its offer to buy all your units in GPT from 4 February 2005 to 4 March 2005. If you accept our offer you will receive 0.608 Stockland Securities for each GPT Unit you hold.

A Notice of Variation of Offer Under Section 650D of the Corporations Act is enclosed, outlining the extension of offer period.

The merger of Stockland and GPT would create Australia's leading diversified property group. with an indicative market capitalisation of \$15 billion. Stockland's business model is complementary to that of GPT and there are clear synergies between the two groups. The merger would create a solid foundation for generating strong and reliable returns for GPT Unitholders.

You will recently have received a "First Supplementary Target's Statement" from GPT Directors continuing to recommend to all GPT Unitholders that you do not accept the Stockland Offer. What this correspondence fails to point out to you is the following:

Stockland's Offer is valued at \$3.65 per GPT Unit and is the only offer in the market.

Stockland's offer is valued at \$3.65 based on Stockland's five day volume weighted average trading price as at 24 January 2005 of \$6.00. In addition, you would still receive the GPT December 2004 quarterly distribution of up to 5.5 cents. It is important to note that Stockland securities are now trading ex distribution (after Stockland's estimated 19.3 cents half year distribution).

In the absence of takeover speculation, GPT Units would probably trade at \$3.20 - \$3.25.

GPT's Independent Expert, Grant Samuel, has previously estimated that GPT Units would probably trade at \$3.20-3.25 in the absence of takeover speculation. Our offer represents a substantial premium to this range.

The new Net Tangible Asset analysis used by the GPT Directors compares current GPT data with old Stockland data.

Stockland will be issuing its 31 December, 2004 results on 8 February 2005. In accordance with existing accounting policies, Stockland has commissioned new independent valuations of a number of its assets, both retail and non retail, which will be disclosed at the results announcement.

The real question to ask your GPT Directors is where are the alternatives?

• GPT has been the subject of merger activity for over eight months.
• Despite your Directors exploring alternative opportunities during this time, no alternative offers have emerged.
• No alternative proposals have emerged or been presented to GPT Unitholders since Stockland's offer was announced, over two months ago.
• No alternative proposals have been announced or presented to GPT Unitholders since your Directors advised Unitholders not to accept Stockland's offer, over one month ago.
• Stockland's offer is the only offer in the market.

The real alternative is \$3.65 or \$3.20 - \$3.25 per GPT Unit.

The value of Stockland's offer to GPT Unitholders is currently \$3.65 per GPT Unit and provides the opportunity to share in the creation of Australia's leading diversified property group and Stockland's superior performance.

Your Independent Expert acknowledges that in the absence of takeover speculation, GPT Units are likely to trade at a price between \$3.20 and \$3.25.

Stockland's offer is the only offer in the market and I encourage you to accept.

If you require further information about our offer, please call 1800 070 133.

Yours sincerely,

Peter Daly Chairman

NOTICE OF VARIATION OF OFFER UNDER SECTION 650D OF THE CORPORATIONS ACT

EXTENSION OF OFFER PERIOD

• General Property Trust (ARSN 090 110 357) and GPT Management Limited (ABN 94 000 335 TO: 473) as responsible entity of General Property Trust.
• AND TO: Each person to whom an offer was made ("Offer") pursuant to the Bidder's Statement dated 24 November 2004 ("Bidder's Statement") by Stockland Trust Management Limited (ABN 86 001 900 741) ("STML").

STML gives notice under section 650D of the Corporations Act that it varies the Offer by extending the Offer Period (as described in the Bidder's Statement) so as to change the close of the Offer Period from 7.00pm (Eastern Summer Time) on 4 February 2005, to 7.00pm (Eastern Summer Time) on 4 March 2005.

As this variation results in STML varying the Offer in a way which postpones for more than 1 month the time when STML has to meet its obligations under the bid, each person to whom STML has made an Offer and who has accepted the Offer, has the right to withdraw their acceptance by Tuesday, I March 2005 in accordance with section 650E of the Corporations Act.

Pursuant to section 630(2) of the Corporations Act, STML further gives notice that:

• The new date for giving a notice on the status of the Offer conditions is 24 February 2005. $(a)$
• As stated in the Notice of Fulfilment of Condition under section 630(4) of the Corporations Act dated $(b)$ 13 December 2004, the condition in paragraph (b) of Appendix 2 of the Bidder's Statement (relating to consent under the Foreign Acquisitions and Takeovers Act 1975) has been fulfilled and, accordingly, the Offer is now free of that condition.
• $(c)$ None of the other conditions to the Offer set out in Appendix 2 of the Bidder's Statement have been fulfilled or waived and, accordingly, the Offer remains subject to those conditions.

Unless the context requires otherwise, defined terms in this Notice have the same meaning as in the Bidder's Statement

Dated: 27 January 2005

A copy of this notice was lodged with the Australian Securities and Investments Commission ("ASIC") on 27 January 2005. Neither ASIC nor any of its officers takes any responsibility for the contents of this Notice.

SIGNED by MATTHEW QUINN and HUGH THORBURN on behalf of STOCKLAND TRUST MANAGEMENT LIMITED, who are authorised to sign this Notice pursuant to a resolution passed by the directors of STOCKLAND TRUST MANAGEMENT LIMITED on 25 January 2005.

Mara Cei

Matthew Quinn Director

Hugh Thorburn Director