GPT GROUP — Merger & Acquisition 2005

Jan 16, 2005

17 January 2005

Level 16 157 Liverpool Street SYDNEY NSW 2000

www.stockland.com.au

Tel: 02 9321 1500 Fax: 02 9321 1599

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

Dear Sir/Madam

Letter to GPT Unitholders

Please find attached letter to GPT Unitholders dated 14 January 2005.

Yours sincerely

The 14 Hoft

Phillip Hepburn Secretary

Stockland Corporation Limited ACN 000 181 733 Stockland Trust Management Limited ACN 001 900 741 AFSL No. 241190 As Responsible Entity for Stockland Trust ARSN 092 897 348

14 January 2005

Stockland Corporation Limited ABN 43 000 181 733

Level 16 157 Liverpool Street Sydney NSW 2000

Peter Daly Chairman

Dear Unitholder

STOCKLAND'S OFFER FOR GPT - ACCEPT NOW

You have received a lot of correspondence in relation to the Stockland offer for GPT.

Stockland's offer is 0.608 Stockland stapled securities for every GPT Unit. Stockland's offer is now valued at \$3.73 based on Stockland's five-day volume weighted average trading price to 14 January 2005 of \$6.14. In addition, you will still receive the GPT December 2004 quarterly distribution of up to 5.5 cents.

Stockland's offer is the only offer for GPT Units in the market. It provides GPT Unitholders with real and tangible benefits and access to superior performance.

The value of Stockland's offer is now:

• · SIGNIFICANTLY HIGHER than the GPT Independent Directors' valuation of Stockland's offer at \$3.50
• · SIGNIFICANTLY HIGHER than the GPT Independent Expert's value range of \$3.20-3.25 where GPT Units would probably trade in the absence of takeover speculation
• . HIGHER than the GPT Independent Expert's last value of \$3.72 for the Lend Lease proposal which it recommended to GPT Unitholders

It is important to note that Stockland Securities are now trading ex-distribution, after Stockland's estimated 19.3 cents half-year distribution. The GPT Independent Directors' valuation was based on the price of Stockland Securities trading before this distribution - it is therefore materially out of date and has been superseded.

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. Stockland has a well established track record of successfully integrating other mergers.

Stockland has clearly outperformed both GPT and the S&P/ASX 200 Property Trust Index on a total performance basis over three years and five years.

To accept the Stockland offer, simply fill out the acceptance form. If you need a new acceptance form, please call the Stockland Offer information line on 1800 070 133 (callers in Australia) or +61 3 9415 4232 (callers outside Australia) and we will send it to you.

Stockland's offer closes on 4 February 2005.

Attached are copies of Stockland's recent advertisements about our offer. I invite all GPT Unitholders to participate in the benefits of Stockland's continuing success by accepting our offer.

Yours faithfully,

Peter Dalv Chairman

Stockland and GPTIIII Creating Australia's leading diversified property trust.

Attention all GPT Unitholders. Stockland's offer extended to 4 February 2005.

Stockland's offer for all your units in GPT is now closing on 4 February 2005.

The proposed merger of Stockland and GPT would create Australia's leading diversified property trust and provide real benefits for GPT Unitholders

Stockland's offer is valued at \$3.68

based on the five day volume weighted average trading price as at 5 January 2005, of \$6.05 ex distribution.

• . In addition you will still receive GPT's December 2004 quarterly distribution of up to 5.5 cents
• . More than 13% above the level at which GPT units would probably trade in the absence of takeover speculation according to the GPT Target's Statement
• . A 7% increase in distributions
• · Access to Stockland's stronger total return performance, whilst maintaining low risk/volatility

STOCKLAND'S IS THE ONLY OFFER IN THE MARKET.

TO ACCEPT STOCKLAND'S OFFER CALL 1800 070 133.

Attention GPT Unitholders. Enjoy stronger performance with Stockland.

Note: Total Return to 7 January 2005. Ental retam means annual compound return inclusive of security price.
pedomnance and receipt of dividends / distributions. Distributions are assumed to be reinvested.

Consistently good management equals consistently good performance.

Stockland's offer for all your units in GPT is now closing on 4 February 2005.

The Stockland offer value is now \$3.72

based on the Stockland 5 day volume weighted average trading price as at 7 January 2005, of \$6.12 ex distribution.

In addition you will still receive GPT's December 2004 quarterly distribution of up to 5.5 cents.

This offer value is now significantly higher than:

• . The GPT Independent Expert's range of \$3.20 - \$3.25 where GPT Units would probably trade in the absence of takeover speculation
• . The GPT Independent Directors' valuation of Stockland's offer at \$3.50

The proposed merger of Stockland and GPT would create Australia's leading diversified property trust.

Stockland has consistently delivered superior performance to its Securityholders, with growth consistently outperforming its peers.

We invite all GPT Unitholders to participate in the benefits of Stockland's continuing success.

Stockland's offer is worth \$3.72 (based on Stockland's latest 5 day wwap). There is no alternative offer If you miss this opportunity you risk the value of your GPT Units falling by 10% or more in the absence of takeover speculation. To accept Stockland's offer call 1800 070 183.

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What would your GPT Units be worth in the absence of takeover speculation?

Source: IRESS / GPTTarget's Statement dated 22 December 2004

Two months ago the Independent Directors of GPT recommended an offer valued independently at \$3.72 per Unit.* Stockland's offer is now worth the same.

Stockland's offer for all your GPT Units is now valued at \$3.72 per Unit based on Stockland's 5 day volume weighted average trading price as at 11 January 2005, of \$6.12 ex distribution.

In addition, you would retain the GPT December 2004 quarterly distribution of up to 5.5 cents.

The GPT Independent Expert, Grant Samuel, estimated in its Report dated 18 December

2004 that GPT Units would probably trade at \$3.20 to \$3.25 in the absence of takeover speculation. It is against this price range that the Stockland offer should be assessed.

There is no other offer in the market.

Stockland's offer which is now closing on 4 February 2005 gives GPT Unitholders the opportunity to enjoy the strong performance which Stockland has consistently delivered to its Securityholders.

We invite all GPT Unitholders to participate in the benefits of Stockland's continuing success.

"GPT ASX Announcement and Media Release dated 10 November 2004 concerning the recommended mercer with Lend La

To accept Stockands offer call 1800 070 188.

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