GPT GROUP — Proxy Solicitation & Information Statement 2019

Apr 11, 2019

==> picture [72 x 43] intentionally omitted <==

comprising GPT RE Limited ABN 27 107 426 504 AFSL 286511 as responsible entity of General Property Trust ARSN 090 110 357 and GPT Management Holdings Limited ABN 67 113 510 188

LODGE YOUR VOTE

ONLINE 

www.linkmarketservices.com.au

BY MAIL  The GPT Group C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX



+61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000

• ALL ENQUIRIES TO

Telephone: 1800 025 095 Overseas: +61 1800 025 095

• X99999999999 X99999999999

• PROXY FORM I/We being a member(s) of The GPT Group ( GPT ) and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body

• Meeting (mark box) corporate you are appointing as your proxy

• or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of GPT Management Holdings Limited ( Company ) and the Annual General Meeting of the General Property Trust to be held at 10:00am (Sydney time) on Wednesday, 15 May 2019 at Swissotel Sydney, 68 Market Street, Sydney NSW (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 4, 5 & 6: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, by signing and returning this form you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 4, 5 & 6, even though the Resolutions are connected directly or indirectly with the remuneration of a member of GPT’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * For Against Abstain * 1 Re-election of Ms Michelle Somerville as 5 Grant of performance rights to the a Director Company’s Chief Executive Officer and Managing Director, Robert Johnston (2019 deferred short term incentive)

• 2 Election of Mr Angus McNaughton as a Director 6 Grant of performance rights to the

• 6 Grant of performance rights to the Company’s Chief Executive Officer and Managing Director, Robert Johnston (long term incentive)

==> picture [79 x 51] intentionally omitted <==

• 3 Election of Ms Tracey Horton AO as a Director

• 4 Adoption of Remuneration Report

• • If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Securityholder 1 (Individual) Sole Director and Sole Company Secretary	Joint Securityholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Securityholder 3 (Individual) Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

GPT PRX1902C

HOW TO COMPLETE THIS SECURITYHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on GPT’s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from GPT’s security registry or online at www.linkmarketservices.com.au.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. If you leave this section blank, or your named proxy does not attend the Meeting or does not vote on a poll in accordance with your instructions, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (Sydney time) on Monday, 13 May 2019, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the ONLINE boxes opposite each item of business. All your securities will be voted in  www.linkmarketservices.com.au accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or Login to the Link website using the holding details as shown number of securities you wish to vote in the appropriate box or boxes. If on the Proxy Form. Select ‘Voting’ and follow the prompts to you do not mark any of the boxes on an item of business, your proxy may lodge your vote. To use the online lodgement facility, vote as he or she chooses on that item, subject to any voting restrictions securityholders will need their “Holder Identifier” (Securityholder that apply to the proxy. If you mark more than one box on an item your Reference Number (SRN) or Holder Identification Number (HIN) vote on that item will be invalid. as shown on the front of the Proxy Form). VOTING RESTRICTIONS FOR KMP BY MOBILE DEVICE QR Code Please note that if you appoint a member of GPT’s KMP or one of their Our voting website is designed specifically closely related parties as your proxy, they cannot vote on Resolutions for voting online. You can now lodge 4, 5 or 6, unless you direct them how to vote or the Chairman of the your proxy by scanning the QR code Meeting is your proxy. If the Chairman of the Meeting is your proxy and adjacent or enter the voting link you do not mark a voting box for Resolutions 4, 5 or 6, then by signing www.linkmarketservices.com.au into and returning the Proxy Form, you will be expressly authorising the your mobile device. Log in using the Chairman of the Meeting to exercise your proxy in respect of the Holder Identifier and postcode for your relevant Resolution even though it is connected with the remuneration securityholding. of the KMP. To scan the code you will need a QR code reader application APPOINTMENT OF A SECOND PROXY which can be downloaded for free on your mobile device. You are entitled to appoint up to two persons as proxies to attend the BY MAIL Meeting and vote on a poll. If you wish to appoint a second proxy, an  The GPT Group additional Proxy Form may be obtained by telephoning GPT’s security C/- Link Market Services Limited registry or you may copy this form and return them both together. Locked Bag A14 To appoint a second proxy you must: Sydney South NSW 1235 (a) on each of the first Proxy Form and the second Proxy Form state the Australia percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number BY FAX  of votes that each proxy may exercise, each proxy may exercise half +61 2 9287 0309 your votes. Fractions of votes will be disregarded; and (b) return both forms together.  BY HAND delivering it to Link Market Services Limited SIGNING INSTRUCTIONS*

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138 or Level 12 680 George Street Sydney NSW 2000

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the securityholder must sign.

Joint Holding: where the holding is in more than one name, any securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• During business hours (Monday to Friday, 9:00am–5:00pm)

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.