Official Law Firm © RWC Und 1986 & TN

Allens Arthur Robinson

22 October 2003

The Manager Company Announcements Office Australian Stock Exchange Limited Exchange Centre 20 Bridge Street Sydney NSW 2000

ABN 47-702-596-758 The Chifley Tower 2 Chifley Souare Sydney NSW 2000 Australia Tel 61 2 9230 4000

Fax 61 2 9230 5333 Correspondence

GPO Box 50 Sydney NSW 2001 DX 105 Sydney www.aar.com.au

Dear Sir

Vovages Hotels & Resorts Pty Limited -Takeover bid for ordinary shares in Hamilton Island Limited

We act for Voyages Hotels & Resorts Pty Limited (Voyages).

In accordance with s633(1) item 5 of the Corporations Act, we enclose for lodgment, on behalf of Voyages, the bidder's statement of Voyages which includes:

a proposed offer for ordinary shares in Hamilton Island Limited; and $(a)$
a copy of the acceptance form (which forms part of the proposed offer). $(b)$

Yours sincerely

Gu∲ Alexander

Partner [email protected] Tel 61 2 9230 4874

Attach

Richard Kriedemann Partner [email protected] Tel 61 2 9230 4326

Sydney
Melbourne Brisbane Pertii
Port Moresby Singapere Rong Kong
Jakarta Shanghai Bangkok
Phaom Peah

Our Ref GDAB:RXKS:405096658

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO HOW TO ACT, YOU SHOULD CONSULT YOUR FINANCIAL OR LEGAL ADVISER AS SOON AS POSSIBLE.

Bidder's Statement

OFFER by Voyages Hotels & Resorts Pty Limited to acquire all your ordinary shares in Hamilton Island Limited

Please call the Offer information line on 1800 010 202 (callers in Australia) or +61 2 9240 7442 (callers outside Australia) if you have any queries about the Offer.

The Offer is dated [ ] and is scheduled to close at 7.00pm (Sydney time) on [ ].

CORPORATE DIRECTORY

VOYAGES HOTELS & RESORTS PTY LIMITED

ABN 24 079 925 036 Level 1, 80 William Street Sydney NSW 2011

SHARE REGISTRY ASX Perpetual Registrars Limited Level 8 580 George Street Sydney NSW 2000

OFFER INFORMATION LINE

1800 010 202 (callers in Australia) or +61 2 9240 7442 (callers outside Australia)

LEGAL ADVISER

Allens Arthur Robinson Level 23, The Chifley Tower 2 Chifley Square Sydney NSW 2000

FINANCIAL ADVISER

Invested Wentworth Level 31, The Chifley Tower 2 Chifley Square Sydney NSW 2000

IMPORTANT DATES

Bidder's Statement lodged with ASIC:	22 October 2003
Date of Offer:
Closing date for Offer:
.

These dates may be changed as permitted by the Corporations Act.

IMPORTANT INFORMATION

ASIC

A copy of this Bidder's Statement was lodged with ASIC on 22 October 2003. Neither ASIC nor any of its officers take any responsibility for the contents of this Bidder's Statement.

Investment Decisions

This Bidder's Statement does not take into account the individual investment objectives, financial situation or particular needs of each Hamilton Island Shareholder or any other person. You may wish to seek independent financial and taxation advice before deciding whether or not to accept the Offer contained in Section 3 of this Bidder's Statement.

A number of defined terms are used in this Bidder's Statement. These terms are capitalised and explained in full in Section 10.
All references to time in this Bidder's Statement are to Sydney time.
This Bidder's Statement is dated 22 October 2003. It includes an Offer dated [1] in Section 3.

LETTER FROM THE CHAIRMAN OF VOYAGES

$\mathbf{L}$

Dear Hamilton Island Shareholder

I am pleased to enclose the offer from Voyages (a wholly owned subsidiary of GPT Hotel Management Pty Limited) to acquire all of your shares in Hamilton Island Limited for a cash price of \$3.13 per share. Unlike the previous proposals for your Hamilton Island shares, this offer is unconditional and capable of immediate acceptance.

The key features of our offer are:

The price of \$3.13 per share represents a premium of:
15.9% to the volume weighted average price of \$2.70 for Hamilton Island shares for the 12 month period before its announcement; and
54.2% to the volume weighted average price of \$2.03 for the 12 month period before Hamilton Island's announcement of its strategic review in June 2002, which led directly or indirectly to the current offers for the company.
This price of \$3.13 is above Deloitte Corporate Finance's assessment of the fair value of Hamilton Island shares, being \$2.44 to \$3.01 per share. This valuation range is contained in the independent expert's report dated 15 September 2003 contained in the scheme booklet despatched by Hamilton Island in relation to 21st Century's current offer.
It is also well above each of the previous proposals for schemes of arrangement for Hamilton Island, which have ranged in price between \$2.30 and \$2.95 per share.
As the offer is unconditional, shareholders who accept the offer will be sent payment within 5 business days without incurring any brokerage costs. Alternatively, as Voyages intends to stand in the stock market at \$3.13 per share for the offer period, shareholders can elect to sell their shares on market at that same price and receive payment within 3 business days.
Voyages has already acquired a 19.99% shareholding in Hamilton Island from BTFM, also at \$3.13 per share. This demonstrates the attractiveness of Vovages' offer.

Shareholders will be aware that this offer is being made while Hamilton Island's scheme booklet dated 3 October 2003 in relation to the 21^st Century offer is still on foot. Our offer is far better for shareholders for a number of reasons:

First, the price is higher: \$3.13, compared to \$2.95.
Shareholders accepting our offer will be paid within less than a week, whereas under the 21^et Century offer, shareholders will not be paid until 26 November 2003 at the earliest.
The 21^st Century offer requires shareholder and Court approvals: the scheme will only proceed if, at the scheme meeting to be held on 3 November 2003, a majority of those

shareholders voting at the scheme meeting and 75% of total votes cast at the meeting are in favour of the scheme and the Court then approves it.

In our view, the 21^st Century offer is unlikely to proceed for the following reasons:
The Hamilton Island board recommended the 21^st Century offer in the absence of a higher offer. In light of the Voyages' higher, unconditional offer, it is unlikely that the independent directors will maintain their recommendation in favour of the 21^st Century offer.
Voyages intends to vote the 19,99% holding referred to above, and any other Hamilton Island shares it acquires under the offers or otherwise, against the 21^st Century scheme proposal.

There is, therefore, no guarantee that the 21^st Century offer will obtain shareholder approval.

The Voyages offer is not subject to any conditions, whereas 21^st Century's offer is subject to a number of fundamental conditions, in addition to shareholder and Court approval. These conditions include conditions relating to 21^st Century's finance and no material adverse change.

The offer is scheduled to close at 7.00pm on [1]. If you have any questions about the Offer, please do not hesitate to contact the Offer information line on 1800 010 202 (callers in Australia) or +61 2 9240 7442 (callers outside Australia) or consult your financial or other professional adviser. In accordance with legal requirements, calls to these numbers will be recorded.

I encourage you to consider the enclosed Offer carefully and accept Voyages' Offer for your Hamilton Island shares.

Yours sincerely

Ween

Rick Allert AM Chairman, Voyages Hotels & Resorts Pty Limited

TABLE OF CONTENTS
--------------------------	--	--	--	--	--	--	--	--

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1.	SUMMARY OF THE OFFER	1
2.	WHY YOU SHOULD ACCEPT THE OFFER	3
	2.1 Higher Price	$-3$
	2.2 Unconditional	4
	21 ^st Century Offer Unlikely to Succeed 2.3	5
	2.4 Quick Payment	5
3.	THE OFFER TERMS	6
	3.1 The Offer	6
	3.2 Consideration	6
	3.3 Offer Period	6
	3.4 How to accept the Offer	6
	3.5 Persons to whom the Offer is made	8
	3.6 Effect of acceptance	9
	3.7 Obligations of Voyages	11
	3.8 Variation 3.9 Withdrawal	11
		11
4.	PROFILE OF VOYAGES	12
	4.1 Overview of Voyages Group	12
	4.2 Overview of GPTML 4.3 Announcements in relation to the Offer	12
		$12 \,$
5.	HAMILTON ISLAND SECURITIES	13
	5.1 Securities on issue 5.2	13
	Hamilton Island Options 5.3	13
	Recent Hamilton Island Share prices 5.4 Interests in Hamilton Island securities	15 15
	5.5 Collateral benefits	16
	5.6 Escalation agreements	16
	5.7 Date for determining holders of securities	16
6.	INTENTIONS OF VOYAGES	17
	6.1 Introduction	17
	6.2 Compulsory acquisition	17 ₁
	6.3 Intentions for Hamilton Island as a wholly owned subsidiary	17
	6.4 Intentions for Hamilton Island as a partly owned subsidiary	18
	6.5 Hamilton Island Options	20
	6.6 Other intentions	21
7.	SOURCES OF CONSIDERATION	22
8.	AUSTRALIAN TAX CONSIDERATIONS	24
	8.1 Introduction	24
	8.2 Capital gains tax	24
	8.3 Stamp duty and the Goods and Services Tax (GST)	26

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9.		ADDITIONAL INFORMATION	27
	9.1	21 ^st Century Offer	27
	9.2	BT Funds Management Limited	27
	9.3	Regulatory approvals	27
	9.4	Approvals for payment of consideration	27
	9.5	Bidder's Statements made on the basis of ASX announcements	28
	9.6	Consents to be named	28
	9.7	Other material information	28.
10.		DEFINED TERMS AND INTERPRETATION	29
	10.1	Defined Terms	29
	10.2 ₁	Interpretation	30
11.		APPROVAL OF THE BIDDER'S STATEMENT	32
	11.1	Approval	32
	11.2	Dated	32
	11.3	Signed	32
		Annexure A - Announcement of Offer	33
		Annexure B - Pre-Bid Agreement	34

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1. SUMMARY OF THE OFFER

This summary provides an overview of the Offer and is qualified by the detailed information contained in the rest of this document. You should read this document in full before deciding how to deal with your Hamilton Island Shares.

The terms of the Offer are contained in Section 3

What is the Voyages is offering to acquire all of your Hamilton Island Shares, on the Offer? terms set out in Section 3 of this Bidder's Statement. You may only accept the Offer for all the Hamilton Island Shares held by you.

Voyages is offering \$3.13 cash for each Hamilton Island Share.

What is the Offer Price?

How do I $accept2$

To accept the Offer:

if your Hamilton Island Shares are held in an Issuer Sponsored Holding, complete the relevant sections of the enclosed Acceptance Form, sign in the space provided and:
post it in the enclosed envelope to Voyages at:

ASX Perpetual Registrars Limited Hamilton Island Takeover Offer Reply Paid 1500 SYDNEY SOUTH NSW 1234

The postage is pre-paid within Australia; or

deliver the Acceptance Form to:

ASX Perpetual Registrars Limited Hamilton Island Takeover Offer Level 8 580 George Street Sydney NSW 2000

or, if your Hamilton Island Shares are held in a CHESS Holding, you should instruct your stockbroker to accept on your behalf. Alternatively, if you do not wish to contact your stockbroker, complete the relevant sections of the Acceptance Form, sign in the space provided and post it in the enclosed envelope or deliver to ASX Perpetual Registrars Limited at the addresses set out above. The postage is pre-paid within Australia. This will authorise Voyages, on your behalf, to instruct your stockbroker to accept.

Compulsory acquisition	If you do not accept the Offer and Voyages becomes entitled to acquire your Hamilton Island Shares compulsorily under the Corporations Act, Voyages intends to proceed to compulsory acquisition. In that case, you will be paid later than Hamilton Island Shareholders who choose to accept the Offer.
When will I be paid?	You will be sent payment by the end of 5 business days after you accept the Offer.
Do I pay brokerage or stamp duty if I accept?	No.
Conditions of the Offer	The Offer is unconditional.
When does the	The Offer is scheduled to close at $7.00 \text{pm on } [-].$
Offer close?	You should note that Voyages may choose to extend the Offer.
Further information	If you have any queries about the Offer or how to accept, please call the Offer information line on 1800 010 202 (callers in Australia) or +61 2 9240 7442 (callers outside Australia).

$2.$ WHY YOU SHOULD ACCEPT THE OFFER

You should accept the Offer by Voyages for the following reasons.

$2.1$ Higher Price

The Offer by Voyages of \$3.13 per Share is 18 cents per Share higher than the 21st Century Offer of \$2.95 per Share, which the independent directors of Hamilton Island believed to be fair value and attractive and which they unanimously recommended to Hamilton Island Shareholders.

The Offer by Voyages represents a premium of:

15.9% to the volume weighted average price of \$2.70 for Hamilton Island Shares for the 12 month period prior to 22 October 2003, the date the Offer by Voyages was announced, and
54.2% premium to the volume weighted average price of \$2.03 for the 12 month period prior to the announcement by Hamilton Island in June 2002 of its strategic review which led directly or indirectly to the current offers for Hamilton Island.

Comparison to Fair Value

Voyages also notes that the independent expert's report from Deloitte Corporate Finance Pty Limited dated 15 September 2003, which accompanied the scheme booklet despatched by Hamilton Island in relation to the 21st Century Offer, estimated the fair market value of a Hamilton Island Share in a range of \$2.44 to \$3.01 per Share.

The Offer by Voyages is above the high end of the independent expert's fair market value range.

$2.2$ Unconditional

The Offer by Voyages is completely unconditional. You can accept the Offer by Voyages and be paid quickly.

By way of contrast, the 21^st Century Offer is highly conditional. It is, according to the scheme booklet despatched by Hamilton Island subject to 16 separate conditions, many of which are fundamental to the success of the 21^st Century Offer and impossible to waive. Fundamental conditions include:

$1.$ Shareholder approval of the scheme;
$\overline{2}$ . Shareholder approval of the giving of financial assistance and of the financial benefit to a related party;
1. ANZ executing formal financing documentation;
$\overline{4}$ . All conditions precedent under the financing documentation being satisfied or waived:
1. Court approval of the scheme; and
$6.$ No material adverse change.

2.3 21^st Century Offer Unlikely to Succeed

The Hamilton Island board recommended the 21^st Century Offer in the absence of a higher offer. In light of the Voyages' higher, unconditional offer, it is unlikely that the independent directors will maintain their recommendation in favour of the 21^st Century Offer. Furthermore, now that Voyages owns 19.99% of Hamilton Island, there is no guarantee that the 21^st Century Offer will obtain Shareholder approval. In order to become effective, the 21^st Century Offer must be approved by a majority in number of Shareholders voting at the scheme meeting to consider that offer and by at least 75% of the total number of votes cast at that meeting.

Voyages, as the holder of 19.99% of the Shares in Hamilton Island, intends to vote these Shares and any other Hamilton Island Shares it acquires under the Offer or otherwise against the 21^st Century Offer at such a meeting. There is, therefore, no guarantee that a fundamental pre-condition to the 21^st Century Offer can be satisfied.

$2.4$ Quick Payment

You can accept the Offer by Voyages now and payment for your Hamilton Island Shares will be despatched within 5 business days of receipt by Voyages of your valid acceptance.

Note that if you accept the Offer by Voyages, you will not incur any brokerage fees or stamp duty that may otherwise be payable on the sale of shares.

Shareholders should also note that they may sell their Shares, on the ASX by instructing their broker to sell their Shares on market. Voyages intends to offer to acquire Hamilton Island Shares on the ASX at \$3.13 per Share. If Shareholders sell their Shares on market. payment will be despatched in line with usual ASX settlement procedures, which is typically within 3 business days of sale. Shareholders selling on market, however, are likely to incur brokerage fees.

According to the timetable of the 21st Century Offer, the necessary Shareholder and Court approvals to the 21st Century Offer will not be sought until 3 November 2003 and, assuming all approvals are obtained and other conditions satisfied, cheques to be paid to Hamilton Island Shareholders would not be despatched until at the earliest 26 November 2003 and before 1 December 2003.

THE OFFER TERMS $\overline{3}$ .

$3.1$ The Offer

$(a)$ Voyages offers to acquire all of your Hamilton Island Shares on the terms and subject to the conditions set out in this Offer. You may only accept this Offer for all of your Hamilton Island Shares.
$(b)$ Voyages will be entitled to all Rights (being those accruing after the date this document is lodged with ASIC) in respect of Hamilton Island Shares which it acquires under this Offer. If any Rights are received by you and such documents as may be necessary to vest title to those Rights in Voyages or the benefit of those Rights are not passed on to Voyages, Voyages may reduce the consideration payable to you under this Offer by the value, as reasonably assessed by Voyages, of those Rights (see Section 3.6(g)).
$(c)$ This Offer extends to:
securities that come to be Hamilton Island Shares during the period from $(i)$ the Register Date to the end of the Offer Period due to the exercise of any of the Hamilton Island Options; and
$(ii)$ any person who becomes registered or entitled to be registered as the holder of any of your Hamilton Island Shares during the Offer Period (see Section $3.5(b)$ ).
$(d)$ This Offer is dated [1].

$3.2$ Consideration

The consideration offered for each of your Hamilton Island Shares is \$3.13 in cash.

$3.3$ Offer Period

$(a)$ This Offer commences on the date the first of the Offers is sent, which will be [ ]. and remains open for acceptance until 7.00pm on [1], unless it is withdrawn or extended.
$(b)$ Voyages may, in accordance with the Corporations Act, extend the period during which this Offer remains open for acceptance.

$3.4$ How to accept the Offer

The method by which you can accept the Offer will depend on whether your Hamilton Island Shares are in an Issuer Sponsored Holding or a CHESS Holding. Your Hamilton Island Shares will be in an Issuer Sponsored Holding if they are sponsored directly by Hamilton Island as issuer. Your Hamilton Island Shares will be in a CHESS Holding if they are sponsored by a broker or other CHESS participant or if you are a Broker Participant or Non-Broker Participant.

$(a)$ Issuer Sponsored Holdings

If any of your Hamilton Island Shares are in an Issuer Sponsored Holding, to accept this Offer you must complete, sign and send the accompanying Acceptance Form in accordance with the instructions on it together with all other documents required by those instructions so that they are received before the expiry of the Offer Period. You may send the completed Acceptance Form (together with any documents required by the instructions on that form) in the envelope provided to:

ASX Perpetual Registrars Limited Hamilton Island Takeover Offer Reply Paid 1500 SYDNEY SOUTH NSW 1234

The postage is pre-paid within Australia. Alternatively, you may deliver the Acceptance Form and any associated documents to:

ASX Perpetual Registrars Limited Hamilton Island Takeover Offer $tana$ R 580 George Street Sydney NSW 2000

The transmission of the Acceptance Form and other documents is at your own risk.

$(b)$ CHESS Holdings

If your Hamilton Island Shares are in a CHESS Holding, to accept this Offer you must comply with the SCH Business Rules. To accept this Offer in accordance with the SCH Business Rules:

$(i)$ you should instruct your Controlling Participant to initiate acceptance of this Offer in accordance with Rule 16.3 of the SCH Business Rules before the expiry of the Offer Period; or
$(ii)$ if you are a Broker Participant or a Non-Broker Participant, acceptance of this Offer must be initiated in accordance with Rule 16.3 of the SCH Business Rules before the expiry of the Offer Period.

Alternatively, you may complete, sign and send the Acceptance Form in respect of those Hamilton Island Shares which are in the CHESS Holding in accordance with the instructions on it, together with all other documents required by those instructions. This will authorise Voyages to instruct your Controlling Participant to initiate acceptance of this Offer on your behalf. You must ensure that the Acceptance Form is received by Voyages in time for Voyages to give instructions to your Controlling Participant, and your Controlling Participant to carry out those instructions, before the expiry of the Offer Period. You will be taken to have completed acceptance of this Offer when your Controlling Participant initiates acceptance of this Offer in accordance with Rule 16.3 of the SCH Business Rules.

$(c)$ Nominee holdings

If your Hamilton Island Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee, you should contact that nominee for assistance in accepting this Offer.

$(d)$ Status of Acceptance Form

The Acceptance Form which accompanies this Offer forms part of it. The requirements on the Acceptance Form must be observed in accepting this Offer in respect of any Hamilton Island Shares held in an Issuer Sponsored Holding. Acceptance of this Offer for Hamilton Island Shares held in an Issuer Sponsored Holding will be effective only when (subject to paragraph (e) below), the properly completed Acceptance Form (together with any document required by the instructions on that form) has been received not later than the end of the Offer Period.

Voyages' discretion $(e)$

Notwithstanding paragraphs (a) and (d) above. Voyages may at its discretion treat any Acceptance Form received before the end of the Offer Period (at one of the addresses specified in paragraph (a) or such other address as may be acceptable to Voyages) as valid or waive any requirement of paragraph (a) or (d) in any case, but the payment of the consideration in accordance with this Offer will not be made. until any irregularity has been resolved or waived and any other documents required to procure registration have been received by Voyages.

Please call the Offer information line on 1800 010 202 (callers in Australia) or +61 2 9240 7442 (callers outside Australia) if you have any queries about the Offer or how to accept the Offer.

$3.5$ Persons to whom the Offer is made

An Offer in this form and bearing the same date is being made to and will be sent $(a)$ to each holder of Hamilton Island Shares registered in Hamilton Island's register of Shareholders at 9.00am on the Register Date.
$(b)$ If at the time this Offer is made to you, or at any time during the Offer Period, another person is, or is entitled to be, registered as the holder of some or all of your Hamilton Island Shares to which this Offer relates then:
$(i)$ a corresponding Offer is deemed to have been made to that other person. in respect of those Hamilton Island Shares;
$(ii)$ a corresponding Offer is deemed to have been made to you in respect of any other Hamilton Island Shares to which this Offer relates; and
$(iii)$ this Offer is deemed to have been withdrawn immediately after that time.
$(c)$ If at any time during the Offer Period your Hamilton Island Shares consist of two or more distinct portions (for example, where you hold Hamilton Island Shares as nominee for separate beneficial owners), this Offer is deemed to consist of separate corresponding Offers made to you for the respective distinct portions of

your Hamilton Island Shares. You may accept two or more such deemed separate corresponding Offers at the same time as if they were a single Offer for each distinct portion of Hamilton Island Shares. An acceptance by you of one of the Offers which is deemed to exist in respect of a distinct portion of Hamilton Island Shares is ineffective unless you have given to Voyages a notice which:

$(i)$ if it relates to Hamilton Island Shares in a CHESS Holding, must be in anelectronic form approved by the SCH Business Rules; or
$(ii)$ if it relates to Hamilton Island Shares in an Issuer Sponsored Holding, must be in writing.

stating that the relevant Hamilton Island Shares consist of a distinct portion and your acceptance specifies the number of Hamilton Island Shares in the distinct portion to which the acceptance relates. If this applies to you, please call the Offer information line on 1800 010 202 (callers in Australia) or +61 2 9240 7442 (callers outside Australia) for additional copies of this Bidder's Statement and the Acceptance Form as are necessary.

$3.6$ Effect of acceptance

By accepting this Offer in accordance with Section 3.4, you will have:

$(a)$ accepted this Offer for all of your Hamilton Island Shares and agreed to sell all of your Hamilton Island Shares to Voyages:
assigned all of your beneficial interest in your Hamilton Island Shares to Voyages, $(b)$ conveyed beneficial title to your Hamilton Island Shares to Voyages and agreed to transfer legal title to all of your Hamilton Island Shares to Voyages, and agreed that Voyages will be immediately entitled to cause the transfer of your Hamilton Island Shares to be registered;
$(c)$ authorised Voyages (by its directors, servants or agents) to complete the Acceptance Form by inserting such details as are omitted in respect of your Hamilton Island Shares and to rectify any errors in or omissions from the Acceptance Form (including altering the number of Hamilton Island Shares stated to be held by you if it is otherwise than as set out in the Acceptance Form) as may be necessary to make the Acceptance Form an effective acceptance of this Offer or to enable registration of the transfer of all of your Hamilton Island Shares to Voyages:
$(d)$ represented and warranted to Voyages that your Hamilton Island Shares will, at the date of the transfer of them to Voyages, be fully paid and free from all mortgages, charges, liens, encumbrances and interests of third parties of any kind, whether legal or otherwise, and restrictions on transfer of any kind, and that you have full power and capacity to sell and to transfer your Hamilton Island Shares;
$(e)$ appointed Voyages and each of its directors, secretaries and officers severally as your true and lawful attorney with power to do all things which you could lawfully do concerning your Hamilton Island Shares or in exercise of any right derived from the
$(i)$ attending and voting at any meeting of Hamilton Island;
$(ii)$ demanding a poll for any vote to be taken at any meeting of Hamilton Island:
$(iii)$ proposing or seconding any resolution to be considered at any meeting of Hamilton Island:
$(iv)$ requisitioning the convening of any meeting of Hamilton Island and convening a meeting pursuant to any such requisition;
$(v)$ notifying Hamilton Island that your address in the records of Hamilton Island for all purposes, including the despatch of notices of meeting. annual reports and dividends, should be altered to an address nominated by Voyages; and
doing all things incidental or ancillary to any of the foregoing, $(v_i)$

and to have agreed that in exercising the powers conferred by that power of attorney, the attorney may act in the interests of Voyages as the intended registered holder and beneficial holder of your Hamilton Island Shares.

This appointment, being given for valuable consideration to secure the interest acquired in your Hamilton Island Shares, is irrevocable, and terminates upon registration of a transfer to Voyages of your Hamilton Island Shares.

Voyages will indemnify you and keep you indemnified in respect of all costs. expenses and obligations which might otherwise be incurred or undertaken as a result of the exercise by an attorney of any powers under this paragraph;

irrevocably authorised and directed Hamilton Island to pay Voyages or to account $(f)$ to Voyages for all Rights in respect of your Hamilton Island Shares subject. however, to any such Rights received by Voyages being accounted for by Voyages to you if this Offer is withdrawn:
except where Rights have been paid or accounted for under paragraph (f), $(q)$ irrevocably authorised Voyages to deduct from the consideration payable in accordance with the terms of this Offer the amount of all Rights referred to in paragraph (f) or any amount equal to the value of those Rights as reasonably assessed by Voyages; and
$(h)$ if you signed the Acceptance Form in respect of any of your Hamilton Island Shares in a CHESS Holding, irrevocably authorised Voyages:
$(i)$ to instruct your CHESS Controlling Participant to initiate acceptance of the Offer in respect of all such Hamilton Island Shares in accordance with the SCH Business Rules: and
$(ii)$ to give any other instructions concerning those Hamilton Island Shares to your CHESS Controlling Participant on your behalf under the sponsorship agreement between you and the CHESS Controlling Participant.

$3.7$ Obligations of Voyages

$(a)$ If you accept this Offer then Voyages will arrange for a cheque to be drawn in Australian currency in your favour for the amount of cash payable to you in accordance with this Offer and send the cheque to you at the address shown in the Acceptance Form by the end of 5 business days after the date this Offer is validly accepted by you under Section 3.4.
$(b)$ All costs and expenses of the preparation of this Bidder's Statement and of the preparation and circulation of the Offer, and any stamp duty payable on transfers of Hamilton Island Shares, will be paid by Voyages.
$(c)$ If, at the time of acceptance of this Offer, any authority or clearance of the Reserve Bank of Australia or of the Australian Taxation Office is required for you to receive any consideration under this Offer, you will not be entitled to receive the consideration until the requisite authorities or clearances have been obtained by Voyages. See Section 9.4 for information as to whether this restriction applies to you.

$3.8$ Variation

Voyages may vary this Offer as permitted by Part 6.6 Division 2 of the Corporations Act.

3.9 Withdrawal

This Offer may be withdrawn with the consent in writing of ASIC, which consent may be given subject to such conditions (if any) as are specified in the consent.

PROFILE OF VOYAGES 4.

$4.1$ Overview of Voyages Group

Vovages manages and operates tourist resorts and touring operations in the Northern Territory and Queensland.

Voyages leases and manages the Ayers Rock Resort and Alice Springs Resort. Voyages also partly owns and manages Kings Canyon Resort. All of these resorts are located in central Australia. Voyages also leases and manages the Coconut Beach Rainforest Lodge, the Ferntree Rainforest Lodge, the Jungle Lodge and associated facilities at Cape Tribulation in far North Queensland.

In addition to its leased and owned assets, Voyages operates a touring business in the Top End of the Northern Territory, Cape Tribulation and from Ayers Rock known as Odyssey Tours and Safaris.

Voyages is a wholly owned subsidiary of GPT Hotel Management Pty Limited. All the shares in GPT Hotel Management Pty Limited are held beneficially by unitholders in General Property Trust.

Further information about Voyages can be found at www.yoyages.com.au.

$4.2$ Overview of GPTML

GPTML, in its capacity as responsible entity of General Property Trust, has granted Voyages a finance facility, part of which is to enable Voyages to pay the consideration under the Offer (see Section 7 below).

Listed on the ASX in 1971, General Property Trust is Australia's largest diversified property trust in terms of market capitalisation and total assets, with total assets as at 30 September 2003 of approximately \$6.9 billion and a market capitalisation of approximately \$5.3 billion. General Property Trust's portfolio consists of over 50 quality properties across Australia in the retail, office, hotel / tourism and industrial / business parks sectors.

Further information about General Property Trust can be found at www.gpt.com.au.

4.3 Announcements in relation to the Offer

On 22 October 2003, Voyages and General Property Trust made an announcement to the ASX in relation to the Offer. A copy of the announcement is contained in Annexure A of this Bidder's Statement.

5. HAMILTON ISLAND SECURITIES

$5.1$ Securities on issue

According to documents provided by Hamilton Island to the ASX, as at the date of this Bidder's Statement, Hamilton Island has on issue:

45,017,638 ordinary shares; and
627,500 options over unissued ordinary shares.

$5.2$ Hamilton Island Options

$\bar{z}$

Each Hamilton Island Option entitles the holder upon exercise to be issued one Hamilton Island Share. So far as known to Voyages, the number and exercise prices for Hamilton Island Options on issue as at the date of this Bidder's Statement are as follows:

Name of holder of Hamilton Island Options	Number of Hamilton Island Options	Exercise Price
Wayne Kirkpatrick	200,000 5,500 16,500 18,500 23,300 10,800 20,300 Total: 294,900	1.96 2.82 2.94 3.00 2.82 2.94 2.31
Gavin Herholdt	1,200 3,900 4,600 14,400 6,400 13,600 Total: 44,100	2.82 2.94 3.00 2.82 2.94 2.31
Barry Atkins	4,600 8,800 11,200 Total: 24,600	2.82 2.94 3.00
Michael McConnell	4,800 8,000 2,700 10,100 19,200 13,600 Total: 58,400	2.82 2.94 3.00 2.82 2.94 2,31
Bob O'Toole	1,200 2,600 2,800 13,600 5,600 13,600 Total: 39,400	2.82 2.94 3.00 2.82 2.94 2.31

Name of holder of Hamilton Island Options	Number of Hamilton Island Options	Exercise Price
Michelle Kenna	1,800 3,400 5,300 8,600 3,600 10,400 Total: 33,100	2.82 2.94 3.00 2.82 2.94 2.31
Craig Robinson	6,300	2.31
Anthony Cleary	2,400 3,600 6,000 7,500 8,300 Total: 27,800	2.94 3.00 2.82 2.94 2.31
Jock Edgar	1,300 2,200 4,200 2,400 2,800 9,500 Total: 22,400	2.82 2.94 3.00 2.82 2.94 2.31
Ciaran Handy	3,200 7,200 Total: 10,400	2.94 2,31
lan McAuslan	1,400 2,200 3,400 3,400 5,400 Total: 16,800	2.94 3.00 2.82 2.94 2.31
Anthony Keating	1,200 1,800 2,200 2,500 Total: 7,700	3.00 2.82 2.94 2.31
John Huber	700 1,700 1,900 3,500 3,400 5,400 Total: 16,600	2.82 2.94 3.00 2.82 2.94 2.31
Kazz Ohya	1,200 3,600 3,200 6,200 4,500 5,100 Total: 23,800	2.82 2.94 3.00 2.82 2.94 2.31
Matt Boileau	600	2.82
Geoffrey Nocher TOTAL	600 627,500	2.82

$\overline{ }$

The Hamilton Island Options have been issued under:

the Chief Executive's Option Plan: and
the Executive Option Plan.

Voyages notes that Hamilton Island Options had been issued under the Directors' Option Plan but that these 550,000 Hamilton Island Options were cancelled on 17 September 2003

Voyages notes also that in the scheme booklet dated 3 October 2003 issued by Hamilton Island in connection with the proposal with 21^st Century it is stated that Mr Kirkpatrick has advised Hamilton Island that he intends to exercise 200,000 Hamilton Island Options with an exercise price of \$1.96 per Share which are due to expire on 31 October 2003.

It is Voyages' current understanding that the Executive Option Plan provides that where offers are made for Hamilton Island Shares under a takeover offer in accordance with Chapter 6 of the Corporations Act, then an executive may exercise his or her Hamilton Island Options during the bid period, but if the Hamilton Island Shares cease to be quoted on the ASX because of the takeover bid, all unexercised options issued under this plan lapse on the date that the Hamilton Island Shares cease to be traded.

$5.3$ Recent Hamilton Island Share prices

The last recorded sale price of Hamilton Island Shares on the ASX before 22 October 2003, being the date of the announcement of the Offer, was \$2.95 as at close of trading on the ASX.

5.4 Interests in Hamilton Island securities

Relevant interest in Hamilton Island Shares and voting power in Hamilton $(a)$ Island Shares as at the date of the Bidder's Statement

As at the date of this Bidder's Statement, Voyages had a relevant interest in 9,000,000 Hamilton Island Shares, representing 19.99% of the total number of Hamilton Island Shares. These Hamilton Island Shares were acquired from BTFM pursuant to a Pre-Bid Agreement between BTFM and Voyages dated 21 October 2003, a copy of which forms Annexure B to this Bidder's Statement. As at the date of this Bidder's Statement, Voyages has no relevant interest in any other Hamilton Island Shares or any other voting power in Hamilton Island.

Relevant interest in Hamilton Island Shares and voting power in Hamilton $(b)$ Island as at the date of the Offer

As at the date immediately before the first Offer was sent, Voyages had a relevant interest in [1] Hamilton Island Shares representing [1]% of the total number of Hamilton Island Shares. This relevant interest arises as a result of the acquisition pursuant to the Pre-Bid Agreement referred to in paragraph (a) above and acquisitions on market since the date of the Bidder's Statement. As at the date immediately before the first Offer was sent, Voyages had no relevant interest in any other Hamilton Island Shares or any other voting power in Hamilton Island.

$(c)$ Acquisitions of Hamilton Island Shares

$(i)$ In the 4 months before the date of this Bidder's Statement, Voyages nor any of its associates provided (or agreed to provide) or received (or agreed to receive) consideration for a Hamilton Island Share under a purchase or agreement to purchase or a sale or agreement to sell, other than pursuant to the Pre-Bid Agreement.
$(ii)$ In the period between the date of this Bidder's Statement and [1], Voyages nor any of its associates has provided (or agreed to provide) or has received (or agreed to receive) consideration for a Hamilton Island Share under a purchase or agreement to purchase or a sale or agreement to sell. other than pursuant to the Pre-Bid Agreement and on-market purchases at \$3.13 per Hamilton Island Share.

$5.5$ Collateral benefits

$(a)$ In the 4 months before the date of this Bidder's Statement, Voyages nor any of its associates gave, offered to give or agreed to give a benefit to another person which was likely to induce the other person or an associate to:
$(i)$ accept an offer under the Offer: or
$(i)$ dispose of securities in the bid class.

which benefit was not offered to all holders of securities in the bid class for the Offer.

$(b)$ In the period between the date of this Bidder's Statement and the date of the Offer, Voyages nor any of its associates gave, offered to give or agreed to give a benefit to another person which was likely to induce the other person or an associate to:
$(i)$ accept an offer under the Offer; or
$(ii)$ dispose of securities in the bid class,

which benefit was not offered to all holders of securities in the bid class for the Offer.

$5.6$ Escalation agreements

Neither Voyages nor any of its associates has entered into any escalation agreement that is prohibited by section 622 of the Corporations Act.

$5.7$ Date for determining holders of securities

For the purposes of section 633 of the Corporations Act, the date for determining the people to whom information is to be sent under items 6 and 12 of section 633(1) is the Register Date.

6. INTENTIONS OF VOYAGES

$6.1$ Introduction

This Section 6 sets out Voyages' present intentions on the basis of facts and information concerning Hamilton Island which are known to it as at the date of this Bidder's Statement. Final decisions regarding these matters will only be made following a detailed review of Hamilton Island's operations and after the close of the Offer Period, as described below.

$6.2$ Compulsory acquisition

If Voyages becomes entitled to acquire Hamilton Island Shares compulsorily under Part 6A.1 of the Corporations Act, it intends to exercise those rights.

If Voyages does not become entitled to exercise compulsory acquisition rights in respect of Hamilton Island Shares under Part 6A.1 of the Corporations Act, it may nevertheless subsequently become entitled to exercise general compulsory acquisition rights under Part 6A.2 of the Corporations Act. Voyages intends to exercise such rights if they become available.

$6.3$ Intentions for Hamilton Island as a wholly owned subsidiary

$(a)$ Stage 2 Restructure

If Vovages acquires 100% of the Hamilton Island Shares, Voyages intends to immediately undertake a restructure of the ownership and holding of rights in respect of Hamilton Island.

The key features of the restructure will be as follows.

$(i)$ Hamilton Island Enterprises Limited (HIE) is the main operating entity of the Hamilton Island Group, owning and operating the Hamilton Island resort. HIE, which will then be an indirect wholly owned subsidiary of Voyages, will transfer the business assets of its residential development business to a special purpose company (SPC) owned jointly by GPTML (as trustee of the GPT Hotel (Hamilton Island) Trust) and Lend Lease Development Pty Ltd. HIE will also grant a long-term sub-lease to SPC of the areas earmarked for future residential development and sales.

The residential development business will be conducted by SPC in a similar manner to the way in which that business has been conducted by HIE to date.

$(i)$ HIE will transfer the Crown leases held in respect of Hamilton Island to GPTML as trustee of the GPT Hotel (Hamilton Island) Trust, a wholly owned sub-trust of General Property Trust.
$(iii)$ GPTML will sub-lease parts of Hamilton Island back to HIE (primarily the resort). HIE will continue to operate businesses which it has previously conducted, other than land development.

$(iv)$ Great Barrier Reef Airport Pty Ltd (GBRA) will surrender its existing longterm sub-lease of the Hamilton Island Airport and will be granted a new sub-lease of the airport by GPTML. GBRA will continue to conduct the airport business, as a subsidiary of Voyages.

$(b)$ Review of operations

Voyages will also undertake a detailed review of Hamilton Island's activities to evaluate their performance, profitability, prospects and strategic relevance for Voyages, in the light of the more detailed information then available to it and in the context of Voyages' general corporate objectives to build on its existing portfolio of quality hotel and tourism assets.

Based on the information available to Voyages as at the date of this Bidder's Statement, Voyages expects that it will be able to continue to improve the performance of the Hamilton Island resort by obtaining costs savings and operational efficiencies through use of Vovages' established skills and infrastructure and through synergies with Voyages' Ayers Rock Resort, particularly the ability to utilise Voyages' strong marketing infrastructure to package the two resorts and increase visitation to both Hamilton Island and Ayers Rock Resort. However, Voyages is not in a position to accurately quantify the extent of those savings and efficiencies at this stage as they will be materially influenced by the outcome of the review and implementation issues which may arise.

Other than as set out above, there is no current intention to make material changes to Hamilton Island's business and fixed assets.

$(c)$ Employment

After acquiring Hamilton Island and its subsidiaries, Voyages will review all employees of the Hamilton Island Group. It is Voyages' intention that a large majority of the current employees will be retained. Any employees who are made redundant will be paid their legal entitiements. It is also intended that Hamilton Island corporate head office functions will be rationalised with a view to eliminating duplicated corporate office activities and costs. It is also intended that the marketing and finance functions of Hamilton Island will be merged with Voyages' existing capability, which may result in some loss of jobs in those areas.

$(d)$ Changes to Board and delisting from the ASX

Voyages will seek the resignation of the existing directors of Hamilton Island and appoint, in their place, nominees of Voyages. Voyages will also delist Hamilton Island from the ASX.

6.4 Intentions for Hamilton Island as a partly owned subsidiary

$(a)$ General intentions

This Section sets out Voyages' intentions if by virtue of acceptances of the Offer it were to gain effective control of Hamilton Island but was not entitled to compulsorily acquire the outstanding Hamilton Island Shares. It is based on the facts and information concerning Hamilton Island, its business and the general

business environment which are known to Voyages as at the date of the Bidder's Statement. Final decisions will only be reached by Voyages in light of material facts and circumstances at the relevant time.

It is Voyages' present intention to:

$(i)$ maintain Hamilton Island as a company with official quotation on the ASX. only while it meets the requirements of the ASX Listing Rules for maintaining a listing;
$(ii)$ seek the appointment of nominees of Voyages to the board of directors of Hamilton Island in such a proportion as at least equates to Voyages' proportionate shareholding interest in Hamilton Island. To obtain such proportionate representation may also require the removal of a number of the existing directors of Hamilton Island. Voyages has not made any decision on who would be nominated for appointment to the board of Hamilton Island, or who would be removed from the board, in this case;
$(iii)$ conduct a strategic review of the type referred to in Section 6.3(b); and
review the level of any future dividends payable by Hamilton Island to $(iv)$ ensure that these dividends are appropriate, having regard to matters such as the prospects and the ongoing requirements of Hamilton Island.

In the circumstances where Voyages has control of Hamilton Island but not 100% ownership, Voyages may still propose, through its nominees on the Hamilton Island board of directors, that Hamilton Island implement the restructure of the ownership and holding of rights in respect of Hamilton Island as described in Section 6.3(a) (the Stage 2 Restructure). However, if Hamilton Island decided to implement the Stage 2 Restructure, approval of Hamilton Island Shareholders other than Voyages and its associates would likely be required under the ASX Listing Rules and/or the Corporations Act. The ASX Listing Rules would also require an independent expert's report on the Stage 2 Restructure in connection with any such approval.

$(b)$ Governance issues

The extent to which Voyages' intentions for Hamilton Island described in this Section may be realised, if Hamilton Island is controlled by Voyages, will also be subject to:

the law and the ASX Listing Rules, in particular about related party $($ i) transactions and conflicts of interest (in which regard, the role of independent directors of Hamilton Island will be important);
$(ii)$ the legal obligation of the then Hamilton Island board of directors to act in good faith in the best interests of Hamilton Island and for proper purposes (in which regard, the role of independent directors of Hamilton Island will also be important); and
$(iii)$ the outcome of the review referred to in Section 6.4(a)(iii).

$(c)$ Other issues

The following issues will also likely be addressed while Hamilton Island is not wholly owned by Voyages.

Voyages expects that it will be appropriate for Hamilton Island to retain $(i)$ separate corporate and operational management, whose functions will be likely to include strategic analysis, planning and marketing capability. Some head office and marketing functions could, in the interests of both groups, be made available to Hamilton Island under arrangements with the Voyages Group. (Voyages has not decided which functions would be likely to be the subject of such arrangements and does not intend to make a decision on those matters until after the close of the Offer Period. The extent of any cost savings arising out of those arrangements would depend on the terms to be agreed with the then board of directors of Hamilton. Island.)
$(ii)$ Voyages, through its nominees on the Hamilton Island board, is likely to propose that Hamilton Island implement a review of management to maximise the operation and management efficiencies of Hamilton Island.
$(iii)$ Corporate or business opportunities which are presented to or identified by Hamilton Island on the one hand, or Voyages on the other, would belong to that party. If it is appropriate for the opportunities to be pursued by the other party, the transfer of each opportunity would be negotiated on arm's length terms. Voyages expects that it may be appropriate that protocols (including, where necessary, board sub-committees comprising a majority of directors who are not nominees of Voyages) be established to ensure equitable allocation of such opportunities.
Vovages may consider continuing to acquire additional Hamilton Island $(iv)$ Shares under the 'creep' provisions of item 9 in section 611 of the Corporations Act. In summary, those provisions permit Voyages (and its associates) to acquire up to 3% of Hamilton Island Shares every 6 months. Voyages has not yet decided whether it will acquire further Hamilton Island Shares under the 'creep' provisions, as that will depend upon the extent to which Voyages has capacity to acquire further Hamilton Island Shares, and market conditions prevailing at the time.

$6.5$ Hamilton Island Options

Voyages may make a separate offer to acquire any or all Hamilton Island Options in existence.

Subject to being permitted to do so under the Corporations Act, Voyages would likely seek to compulsorily acquire, under the provisions of the Corporations Act, any Hamilton Island Options which have not been exercised, acquired or cancelled by Voyages prior to the close of the Offer, which have not otherwise lapsed in accordance with their terms.

6.6 Other intentions

Subject to the specific intentions stated in this Section 6, it is the present intention of Voyages:

to continue the business of Hamilton Island; $(a)$
$(b)$ not to make any major changes to the business of Hamilton Island nor to redeploy any of the fixed assets of Hamilton Island; and
$(c)$ to continue the employment of the present employees of Hamilton Island.

$\overline{7}$ . SOURCES OF CONSIDERATION

As at the date of this Bidder's Statement, the maximum amount payable under the Offer will be approximately \$115 million if Voyages acquires all of the Hamilton Island Shares in which it (or its associates) do not already have a relevant interest and assuming all the Hamilton Island Options are exercised and Voyages acquires all of the Hamilton Island Shares issued as a result.

GPTML has granted Voyages a finance facility of up to \$195 million to enable Voyages to acquire all the Hamilton Island Shares and, following that acquisition, to repay Hamilton Island's existing external net debt (Facility). The Facility was entered into on 21 October 2003. The term of the Facility is 24 months.

Voyages drew down funds under the Facility to acquire the 9,000,000 Hamilton Island Shares from BTFM pursuant to the Pre-Bid Agreement. To do so, Voyages satisfied all the conditions precedent to the first draw down under the Facility. All subsequent draw downs under the Facility are, in summary, subject to the following conditions precedent:

all representations and warranties by Voyages are true and correct as at the date of the relevant drawn down:
no event of default or potential event of default subsists as at the date of the relevant drawn down; and
all necessary authorisations for the provision of funds have been obtained.

Voyages and GPTML are not aware of any reason why the above conditions precedent will not be satisfied at the time of a draw down under the Facility so that funds will be available to Voyages to pay the consideration under the Offer as and when required under the terms of the Offer.

The Facility obliges Voyages to comply with covenants customary for loans of this type relating to, in summary, the provision of information to GPTML, authorisations, notifications to GPTML, restrictions on the disposal of assets, restrictions on the creation of security interests over assets, no security deposits, no title retention arrangements except in the ordinary course, no entry into sale and lease back arrangements, no entry into partnerships or joint ventures, maintaining its corporate existence in good standing, compliance with all laws, payment of all taxes, dealings with persons only on arm's length terms, no financial assistance, completing all necessary forms, and all companies under Voyages' control also complying with these covenants. Voyages is currently complying with all of these obligations and is not aware of any circumstances existing as at the date of this Bidder's Statement or which are likely to occur which would cause a breach of those obligations.

The Facility is subject to events of default and review events customary for loans of this type relating to, in summary, Voyages' failing to meet its obligations under the Facility. misrepresentation, cross default, insolvency events, enforcement against assets, reduction of capital, investigations, vitiation of documents, revocation of authorisation, material adverse change, compulsory acquisition, and governmental interference. Neither Voyages nor GPTML is aware as at the date of this Bidder's Statement of the occurrence of any

event of default or review event or of any circumstances that would lead to an event of default or review event.

Under the administrative procedures of the Facility, following a draw down notice being lodged, the draw down process will take no more than 1 business day for the funds to be available for payment by Voyages to accepting Hamilton Island Shareholders.

GPTML will fund any amounts required to be paid by it to Voyages by draw down under existing facilities. In this respect, GPTML has the following existing debt facilities available to it as at 30 September 2003:

Short Term Note and Medium Term Note Facility
Facility Limit	\$2,000 million
Amount Drawn	\$1,752 million
AMOUNT AVAILABLE	\$248 million
CPI Coupon Bonds
Facility Limit	\$200 million
Amount Drawn	\$125 million

There is a borrowing limit under the constitution of General Property Trust limiting gearing by GPTML (that is, total borrowings to gross tangible assets) to 40%.

S75 milion

AMOUNT AVAILABLE

As at 30 September 2003, General Property Trust's gearing was approximately 26%. As at the date of the Bidder's Statement, this has been reduced to approximately 24%. If Voyages draws down the total \$195 million under the finance facility from GPTML to enable Voyages to acquire all the Hamilton Island Shares and, following that acquisition, to repay Hamilton Island's existing external net debt, it is expected that General Property Trust's gearing will increase by approximately 2%.

AUSTRALIAN TAX CONSIDERATIONS 8.

$8.1$ Introduction

The following descriptions are based upon the laws as in effect at the date of this Bidder's Statement, but are not intended to be an authoritative or complete statement of the laws applicable to the particular circumstances of every Hamilton Island Shareholder.

The following is a general description of the Australian income and capital gains tax consequences to Hamilton Island Shareholders of the acceptance of the Offer. The comments set out below are relevant where those securities are held as capital assets for the purpose of investment and not in connection with the conduct of a business.

Certain Hamilton Island Shareholders, such as those engaged in a business of trading or investment, those who acquired those securities for the purpose of resale at a profit or those which are banks; insurance companies; tax exempt organisations or superannuation funds or persons who acquired their Hamilton Island Shares in respect of their employment at Hamilton Island (or an associated company), will or may be subject to special or different tax consequences peculiar to their circumstances.

Hamilton Island Shareholders who are not resident in Australia for tax purposes should also take into account the tax consequences, under the laws of their country of residence, as well as under Australian law, of acceptance of the Offer.

The summary reflects the current provisions of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997 and the regulations made under those acts (collectively the Tax Laws).

Hamilton Island Shareholders will need to consult their own tax advisors regarding the consequences of acquiring, holding or disposing of Hamilton Island Shares in light of their particular investment circumstances.

$8.2$ Capital gains tax

Acceptance of the Offer will involve the disposal by Hamilton Island Shareholders of their Hamilton Island Shares, by way of transfer to Voyages. This change in the ownership of the Hamilton Island Shares will constitute a capital gains tax (CGT) event for Australian CGT purposes.

Australian resident Hamilton Island Shareholders who acquired or are deemed to have acquired their Hamilton Island Shares after 19 September 1985 may make a capital gain or capital loss, depending on whether their capital proceeds from the event are more than their cost base (or in some cases indexed cost base) of their Hamilton Island Shares, or whether those capital proceeds are less than their reduced cost base of those shares.

The capital proceeds of the CGT event will be the sum of the amount of money received by the Hamilton Island Shareholder in respect of the disposal of the Hamilton Island Shares pursuant to the Offer.

The cost base of the Hamilton Island Shares is generally their cost of acquisition. Certain other amounts associated with acquisition and disposal, such as brokerage or stamp duty, may be added to the cost base.

Capital gains and capital losses are aggregated to determine whether there is a net capital gain. If so, that net capital gain is included in assessable income and subject to income tax. However, a 'CGT Discount' may be available to reduce the taxable gain for certain holders of Hamilton Island Shares

Capital losses may not be deducted against other income for income tax purposes, but may be carried forward to be offset against future capital gains.

In general, if a Hamilton Island Share is held for less than 12 months before disposal, the capital gain or loss is calculated on the difference between the capital proceeds and the cost base for the share.

If a Hamilton Island Share is held for 12 months or more before disposal, the capital gain or loss will be calculated using one the methods described below:

If the Hamilton Island Share was acquired before 11.45am on 21 September 1999, the capital gain or loss is generally calculated on the difference between the capital proceeds and the cost base for the share, which may be indexed for inflation up to 30 September 1999. However, if the relevant Hamilton Island Share is held by an individual, complying superannuation entity or trust, that shareholder must elect to use indexation, if they wish to do so, in which case they are not entitled to claim a 'CGT Discount' (as discussed below).
If the Hamilton Island Share was acquired after 11.45am on 21 September 1999 the capital gain or loss is generally calculated on the difference between the capital proceeds and the cost base for the share, with no indexation. If such shares are held by an individual, a complying superannuation entity or a trust for 12 months or more before disposal, those shareholders may also be able to claim a 'CGT Discount'.

If a Hamilton Island Shareholder is an individual, complying superannuation entity or trust and held their Hamilton Island Shares for 12 months or more before accepting the Offer, they will be entitled to a 'CGT Discount' for Hamilton Island Shares disposed of under the Offer, if they have not elected to use indexation of their cost base (as described above). The CGT Discount entities such shareholders to reduce their net capital gain on those shares (after deducting available capital losses of the shareholder) by half, in the case of individuals and trusts, or by one-third in the case of complying superannuation entities. However, trustees should seek specific advice regarding the tax consequences of distributions attributable to discounted capital gains.

The CGT Discount is not available to companies, nor does it apply to Hamilton Island Shares held for less than 12 months. Special rules apply under the Tax Laws to determine if shares have been held for the requisite period. Hamilton Island Shareholders should seek their own advice on this.

Hamilton Island Shareholders who are not resident in Australia for income tax purposes are generally not subject to Australian CGT on the disposal of Hamilton Island Shares if they

and their associates have not held 10% or more (by value) of the shares in Hamilton Island at any time in the five years preceding the disposal of the Hamilton Island Shares.

Hamilton Island Shareholders who acquired their Hamilton Island Shares before 20 September 1985 are generally not subject to Australian CGT in respect of their disposal of those shares.

8.3 Stamp duty and the Goods and Services Tax (GST)

No stamp duty or GST is payable on the transfer of Hamilton Island Shares under the Offer.

$\mathbf{Q}_{\perp}$ ADDITIONAL INFORMATION

21^st Century Offer $9.1$

On 29 August 2003. Hamilton Island announced that it had received a proposal from 21^st Century under which 21^st Century would acquire all of the Hamilton Island Shares at \$2.95 per Share, to be effected by way of a scheme of arrangement. The scheme booklet dated 3 October 2003 issued by Hamilton Island in connection with the proposal with 21^st Century was lodged with the ASX on 7 October 2003. The scheme meeting in respect of that scheme is scheduled to occur on 3 November 2003. Apart from Shareholder approval, the scheme remains subject to a number of conditions. The indicative timetable in the scheme booklet states that if Shareholder approval is obtained and all other conditions are satisfied. the scheme consideration would be paid on or about 1 December 2003.

$9.2$ BT Funds Management Limited

As set out in Section 5.4(a), Voyages acquired 9,000,000 Hamilton Island Shares from BTFM pursuant to a Pre-Bid Agreement between BTFM and Voyages dated 21 October 2003. A copy of the Pre-Bid Agreement forms Annexure B to this Bidder's Statement.

$9.3$ Regulatory approvals

At the date of this Bidder's Statement, Voyages has not identified any regulatory approvals required for the Offer or any other transactions contemplated by the Offer.

$9.4$ Approvals for payment of consideration

Voyages is not aware of any Hamilton Island Shareholders who require any approval referred to in Section 3.7(c) in order to be entitled to receive any consideration under the Offer. Such approvals would be required if you are a resident in or a resident of a place to which, or you are a person to whom, the following applies:

$(i)$ the Banking (Foreign Exchange) Regulations 1959; or
$(ii)$ the Charter of the United Nations (Terrorism and Dealing with Assets) Regulations 2002: or
$(iii)$ the Charter of the United Nations (Sanctions - Afghanistan) Regulations 2001; or
$(iv)$ the Iraq (Reconstruction and Repeal of Sanctions) Regulations 2003; or
$(v)$ any other law of Australia that would make it unlawful for Voyages to provide consideration for your Hamilton Island Shares.

The persons to whom the Banking (Foreign Exchange) Regulations 1959 currently apply include supporters of the former Milosevic government of the Federal Republic of Yugoslavia, and ministers and senior officials of the government of Zimbabwe.

The persons to whom the Charter of the United Nations (Terrorism and Dealing with Assets) Regulations 2002 currently apply include the Taliban, Usama bin Laden, a member of the Al-Qaida organisation, and any person named on the list maintained by the Committee under United Nations Resolution 1390.

The persons to whom the Charter of the United Nations (Sanctions - Afghanistan) Regulations 2001 currently apply include a bin Laden Entity and a Taliban Entity (as those terms are defined in those regulations).

The persons to whom the Iraq (Reconstruction and Repeal of Sanctions) Regulations 2003 currently apply include members of the previous government of Iraq, its senior officials and their immediate families.

$9.5$ Bidder's Statements made on the basis of ASX announcements

Where statements in this Bidder's Statement refer to or are based on statements made in or announcements made by Hamilton Island to the ASX, Voyages will provide a copy of those announcements free of charge to any person who asks for it during the Offer Period. Any requests for copies of those announcements may be made by calling the Offer information line on 1800 010 202 (callers in Australia) or +61 2 9240 7442 (callers outside Australia).

$9.6$ Consents to be named

GPTML has consented to statements in this Bidder's Statement being made based on statements by it in the form and context in which those statements have been included, and has not withdrawn that consent.

As contemplated by ASIC Class Order 01/1543, this Bidder's Statement also includes statements based on statements made by persons in the circumstances described in that Class Order. Those persons have not consented to the inclusion of statements in this Bidder's Statement based on statements made by them.

9.7 Other material information

There is no other information which:

$(a)$ is material to the making of the decision by a person to whom these Offers are made whether or not to accept an Offer;
$(b)$ is known to Voyages; and
$(c)$ has not previously been disclosed to the holders of Hamilton Island Shares other than:
$(i)$ as disclosed in this Bidder's Statement; and
$(ii)$ as set out in the Annexures to this Bidder's Statement.

$10.$ DEFINED TERMS AND INTERPRETATION

$10.1$ Defined Terms

In this Bidder's Statement the following words have these meanings unless the contrary intention appears or the context otherwise requires:

21^st Century means 21^st Century Resorts Holdings Pty Limited (ABN 33 104 201 014).

21^st Century Offer means the proposal from 21^st Century under which 21^st Century would acquire all of the Hamilton Island Shares at \$2.95 per Share, to be effected by way of a scheme of arrangement.

Acceptance Form means the acceptance form which accompanies this Bidder's Statement.

ASIC means the Australian Securities and Investments Commission.

ASX means Australian Stock Exchange Limited.

Bidder's Statement means this document.

Broker means a person who is a share broker and a participant in CHESS.

Broker Participant means a broker participant under the SCH Business Rules.

BTFM means BT Funds Management Limited (ABN 63 002 916 458).

CGT means capital gains tax.

CHESS means Clearing House Electronic Subregister System, which provides for the electronic transfer of securities in Australia.

CHESS Holding means a holding of Hamilton Island Shares on the CHESS subregister of Hamilton Island.

Controlling Participant means the Broker Participant or Non-Broker Participant who is designated as the controlling participant for shares in a CHESS Holding in accordance with the SCH Business Rules.

Corporations Act means the Corporations Act 2001 (Cth).

GPTML means GPT Management Limited (ABN 94 000 335 473).

Hamilton Island means Hamilton Island Limited (ABN 13 061 868 077).

Hamilton Island Group means Hamilton Island and its related bodies corporate.

Hamilton Island Options means options to subscribe for Hamilton Island Shares.

Hamilton Island Shareholder or Shareholder means the holder of Hamilton Island Shares.

Hamilton Island Shares or Shares means fully paid ordinary shares in Hamilton Island and all Rights attaching to them.

Issuer Sponsored Holding means a holding of Hamilton Island Shares on Hamilton Island's issuer sponsored subregisters.

Listing Rules means the official listing rules of the ASX.

Non-Broker Participant means a non-broker participant under the SCH Business Rules.

Offer means the offer for Hamilton Island Shares contained in Section 3.

Offer Period means the period during which the Offer is to remain open in accordance with Section 3.3.

Pre-Bid Agreement means the agreement between Voyages and BTFM dated 21 October 2003, a copy of which is contained in Annexure B of this Bidder's Statement.

Register Date means 23 October 2003.

Rights means in the case of Hamilton Island Shares, all accretions and rights attaching to or arising from the Hamilton Island Shares after the date this Bidder's Statement is given to Hamilton Island (including, without limiting the generality of the foregoing, all rights to receive dividends and to receive or subscribe for shares, stock units, notes or options and all other distributions or entitlements declared, paid or issued by Hamilton Island).

SCH means the securities clearing house which administers the CHESS system in Australia.

SCH Business Rules means the rules of SCH.

Voyages means Voyages Hotels & Resorts Pty Limited (ABN 24 079 925 036).

Voyages Group means Voyages and its related bodies corporate.

$10.2$ Interpretation

In this Bidder's Statement, the following rules of interpretation apply unless the context requires otherwise.

$(a)$ A reference to time is a reference to Sydney time.
$(b)$ Headings are for convenience only and do not affect interpretation.
The singular includes the plural and conversely. $(c)$
$(d)$ A reference to a Section is to a section of this Bidder's Statement.
$(e)$ A gender includes all genders.
$(f)$ Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.
$(a)$ \$ or $A$ \$ or $\phi$ is a reference to the lawful currency in Australia, unless otherwise stated.
$(h)$ A reference to a person includes a body corporate, an unincorporated body or associations, another entity as well as a natural person.
${ii}$ A reference to a person includes a reference to the person's executors, administrators, successors, substitutes (including, but not limited to, persons taking by novation) and assigns.
$($ i) A reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it.
$(k)$ A reference to any instrument or document includes any variation or replacement of it.
$($ |} Mentioning anything after includes, including, for example or similar expressions, does not limit what else might be included.
$(m)$ A term not specifically defined in this Bidder's Statement has the meaning given to it in the Corporations Act or the SCH Business Rules, as the case may be.
A reference to a right or obligation of any two or more persons confers that right, $(n)$ or imposes that obligation, as the case may be, jointly and severally.
$(o)$ A reference to you is to a person to whom the Offer is made under Section 3.5.
$(p)$ A reference to your Hamilton Island Shares is to Hamilton Island Shares in respect of which you were registered as a holder on the Register Date.
$(q)$ A reference to an obligation is to an obligation whether or not enforceable presently or in the future and whether on the fulfilment of a condition or by reason of the act of a third party or not.
$(r)$ A reference to an arrangement includes a relevant agreement as defined in the Corporations Act.

÷.

$11.$ APPROVAL OF THE BIDDER'S STATEMENT

$\bar{z}$

$11.1$ Approval

This Bidder's Statement has been approved by a resolution passed by all the directors of Voyages.

$\ddot{\phantom{a}}$

$11.2$ Dated

22 October 2003

$11.3$ Signed

For an on behalf of Voyages Hotels & Resorts Pty Limited.

Grant Hunt Chief Executive Officer and Director of Voyages Hotels & Resorts Pty Limited

Annexure A - Announcement of Offer

General Property Trust & Voyages Hotels and Resorts ASX Announcement

UNCONDITIONAL CASH TAKEOVER OFFER BY VOYAGES FOR HAMILTON ISLAND LIMITED AT \$3.13 PER SHARE

22 October 2003

General Property Trust (GPT) announces that Voyages Hotels & Resorts Pty Limited (Voyages⁽¹⁾) has acquired a 19.99% strategic stake in Hamilton Island from BT Funds Management Limited at \$3.13 per share. Voyages will now make an unconditional cash takeover offer for all the ordinary shares in Hamilton Island Limited (Hamilton Island) at that same price of \$3.13 per share.

The Voyages' takeover offer follows a number of competing proposals for the company over an extended period. Unlike those proposals, this offer will be capable of immediate acceptance by all shareholders.

The takeover offer will be unconditional and represents an increase of 18 cents over the current \$2.95 scheme of arrangement proposal by 21^st Century Resorts Holdings Pty Limited.

The Voyages' offer, as set out in the bidder's statement to be lodged with the Australian Securities and Investments Commission (ASIC) and Hamilton Island by the close of business today, will be distributed to shareholders as soon as possible and will open no later than 2 weeks from today. Any Hamilton Island shareholders who accept the off-market takeover offer will be sent payment within 5 business days of their acceptance of the offer, and will not incur brokerage costs.

Starting today, Voyages will also acquire shares on the stock market at the takeover offer price of \$3.13 per share. This means that shareholders can now sell their shares on market and receive cash payment on the usual market terms of 3 business days after the transaction, even before the off-market offer opens.

Nic Lyons, GPT's Chief Executive, said: "This offer is superior to the current proposed 21^st Century scheme of arrangement in all respects, including as to price, timing and simplicity. That proposal was recommended by the Hamilton Island directors, in the absence of a higher offer. Shareholders now have a superior offer and we expect that the directors of Hamilton Island will withdraw their current recommendation."

Given Voyages now holds a 19.99% stake in Hamilton Island and intends to vote against the scheme, GPT and Voyages believe that if the 21^st Century scheme of arrangement was to proceed to a meeting of shareholders, it is unlikely it would be approved as it requires (among other things) approval by 75% of the votes cast at the meeting to consider the scheme.

GPT has been selectively building a quality portfolio of Hotel/Tourism assets since entering the Hotel/Tourism sector in 1997 with the purchase of Ayers Rock Resort.

The acquisition of Hamilton Island would represent GPT's third large tourism acquisition in the last six years and will take GPT's quality Hotel/Tourism portfolio to a value of over \$700 million.

"Hamilton Island represents an excellent fit with our strategy for the sector and will deliver considerable benefits to GPT's Hotel/Tourism Portfolio."

"We expect to achieve significant cost savings and operational efficiencies through Voyages' established skills and infrastructure as well as synergies with GPT's existing portfolio. Hamilton Island's visitor profile also delivers significant diversification to our portfolio's market and seasonal mix," Mr Lyons said.

Hamilton Island has 45.018 million shares on issue, therefore the total payable for the shares (including the initial 19.99% stake) will be approximately \$140.9 million. In addition there are 0.628 million options over unissued ordinary shares which Voyages may acquire if exercised.

As disclosed in previous offers by GPT/Voyages, following acquisition of 100% of Hamilton Island Limited by Voyages, it is intended that GPT will acquire the resort from Voyages and a special purpose vehicle (owned 49% by GPT and 51% by Lend Lease) will acquire the residential land, including the repayment of current debt and acquisition costs, GPT's investment in Hamilton Island Resort (including its share of the residential land) is estimated to be \$191-193 million. An initial yield of 10%, consistent with GPT's previous forecasts, is expected to be achieved.

GPT will finance Voyages' acquisition of the Hamilton Island shares and the repayment of Hamilton Island's existing debt using existing lines of credit. On completion of this acquisition, assuming no other acquisitions or borrowings, GPT's gearing will increase to approximately 26%.

⁽¹⁾ Voyages Hotels & Resorts Pty Limited is a wholly owned subsidiary of GPT Hotel Management Pty Limited. All the shares in GPT Hotel Management Pty Limited are held beneficially by unitholders in General Property Trust.

ENDS

Enquiries

GPT Management Ltd Nic Lyons Chief Executive Ph: 02 9237 5816

Bruce Morris, Hotel/Tourism Portfolio Manager Ph: 02 9237 5641

Voyages Hotels and Resorts Pty Limited Grant Hunt, Chief Executive Ph: 02 9339-1020

Annexure B - Pre-Bid Agreement

$\overline{\phantom{a}}$

HOTELS AND RESORTS

80 William Street Sydney NSW 2011 AUSTRALIA

GPO Box 3589 Sydney NSW 1044 - AUSTRALIA

Tele (61-2) 9339-1000 Fax (61 2) 9339 1010

www.voyages.com.au

21 October 2003

Antoinette Plater BT Funds Management Limited Level 15. The Chifley Tower 2 Chifley Souare Sydney NSW 2000

Dear Antoinette

Hamilton Island Limited

This letter sets out the terms and conditions of the agreement between Voyages Hotels & Resorts Pty Limited (Vovages) and BT Funds Management Limited (BTFM) in relation to the sale and purchase of 9,000,000 fully paid ordinary shares in Hamilton Island Limited (Hamilton Island), representing approximately 19.99% of the issued ordinary shares in Hamilton Island (the Sale Shares). Those terms and conditions are as follows:

1. Sale and purchase of Sale Shares

BTFM as beneficial owner agrees to sell to Voyages and Voyages agrees to purchase from BTFM, the Sale Shares (together with all benefits, rights and entitlements accrued in relation to or attaching to the Sale Shares) free of any mortgage, charge, lien, claim or encumbrances whatsoever (Encumbrance) for the sum of \$3.13 per Sale Share, and otherwise on the terms of this letter agreement.

$\overline{2}$ . Title passes on Completion

Title to and risk in the Sale Shares passes to Voyages on and from completion of the sale and purchase of those shares (Completion), which will take effect as soon as reasonably practicable in accordance with clause 5.

No restriction in relation to Remaining Shares 3.

Nothing in this agreement limits in any way BTFM's rights to dispose of those shares in Hamilton Island which BTFM holds in excess of the Sale Shares.

Takeover bid 4.

As soon as practicable and in any event no later than before market open on the day following the date of this agreement, Voyages must make a public announcement of its intention to make a takeover bid under Chapter 6 of the Corporations Act for all of the ordinary shares in Hamilton Island (the Offer). The principal terms and conditions upon which the Offer is to be made are set out in the Annexure to this letter agreement.

Page 1

Voyages is permitted to vary the terms and conditions of the Offer, provided that the varied terms and conditions do not alter term 3 In the Annexure to this letter and are not materially less favourable to Hamilton Island shareholders and provided that the price specified in the Annexure does not decrease. Voyages also has the right, subject to the Corporations Act, to extend the Offer period at any time.

The announcement required by this clause will state that a bidder's statement in relation to the Offer will be lodged with ASIC and served on Hamilton Island not later than one business day after the date of the announcement.

5. Completion

Completion is to occur as soon as reasonably practicable following Voyages' public announcement of its intention to make the Offer, as required by clause 4, as follows:

$(a)$ BTFM must:
$(1)$ provide to Voyages all relevant CHESS details for the Sale Shares. including relevant HINs and confirm in writing that it has given instructions to its custodian to transfer the Sale Shares to Voyages; and
procure the custodian to do all that is required under the SCH Business $(ii)$ Rules to enable the Sale Shares to be transferred to Voyages.
$(b)$ As soon as Voyages has confirmation that the transfer has been effected in accordance with paragraph (a), Voyages must pay to BTFM or its nominee by bank cheque or electronic funds transfer of clear funds the purchase price of \$28,170,000 (representing \$3.13 per Sale Share).

Warranties 6.

Each of BTFM and Voyages represents and warrants to the other that it has full $(a)$ capacity and power to enter into this agreement and to carry out the transaction contemplated by it and that it has taken all corporate action necessary to authorise its entry into this agreement and to carry out the transaction contemplated by it.
$(b)$ BTFM represents and warrants to Voyages that BTFM is the sole beneficial owner of the Sale Shares subject to the rights of BTFM's investors and that it has full right, title and interest in those shares free from any Encumbrance or third party right or interest other than the rights of BTFM's investors.

7. Costs and Stamp Duty

Each party must bear its own costs arising out of the negotiation, preparation and execution of this agreement.

Any stamp duty which may be payable on or in connection with this agreement on the transfer of the Sale Shares will be paid by Voyages.

₿. Acceptance

Please indicate your acceptance of these terms by signing this letter where indicated below. The above terms are agreed and accepted by Voyages.

Yours faithfully

For and on behalf of Voyages Hotels & Resorts Pty Limited

Grant Hunt, Chief Executive Officer

Agreed to and accepted by BT Funds Management Limited:

PLATER ัค

Authorised Officer Name

notte Plate

Signature

ANNEXURE - PRINCIPAL OFFER TERMS

$\ddagger$ . Offer consideration

The Offer consideration will be \$3.13 per share. If any dividend or other distribution, accretion, entitlement or issue is paid or made by Hamilton Island in respect of its shares after the date of this agreement which is not received by Voyages, the Offer will allow Voyages to deduct from the Offer consideration payable to an accepting shareholder the value of that dividend, distribution, accretion, entitlement or issue.

$\overline{2}$ . Time for payment of consideration

Voyages will send payment of the Offer consideration by the end of 5 business days after acceptance of the Offer.

$\overline{3}$ . Offer unconditional

The Offer will be unconditional.

4. Initial Offer period

Subject to Voyages' right to extend the period, the Offer will remain open for a period of one month.

Page 4

Acceptance Form

Use this form to accept the Voyages Hotels & Resorts Pty Limited Offer to acquire all of your Hamilton Island Limited ("Hamilton Island") Shares for A\$3.13 per Hamilton Island Share

THIS IS AN IMPORTANT DOCUMENT. IF YOU ARE IN DOUBT AS TO HOW TO COMPLETE THIS FORM, PLEASE CONSULT YOUR FINANCIAL ADVISER OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.

Step 1 - Check your details below

If any of the above details are incorrect, please amend them and laitial the alterations.

Step 3 - Sign in the box below

|--|--|--|--|--|

SRN/HIN

Subreaister

Number of your Hamilton Island Shares

Step 2 - For CHESS Holdings

If your Hamilton Island Shares are held on the CHESS Subregister (see "Subregister" above), to accept the Offer you can either:

* Contact your Controlling Participant - normally your broker (if you do that, you do not need to return this form) OR

* If you want us to contact your broker on your behalf, write their details here,

(Broker details for CHESS Subregister only)

Step 2 - For Issuer Sponsored Holdings	Broker's Name:
If your Hamilton Island Shares are held on the Issuer	Broker's Address:
Sponsored Subregister (see "Subregister" above) or if at
the time of your acceptance you are entitled to be (but are not
yet) registered as the holder of your Hamilton Island Shares,
to accept the Offer you must sign in the box below and	Broker's Telephone:
return this form.

AND

Shareholder 3

sign in the appropriate box below and return this form. You must ensure that this form is received by us in sufficient time before the end of the Offer Period to enable us to instruct your Controlling Participant to effect acceptance of the Offer on CHESS during business hours.

By signing in the box below, you accept the Offer on and subject to the terms and conditions of the Offer, and you acknowledge the effect of your acceptance as set out in Section 3.6 of the Bidder's Statement. If you have a CHESS Holding, you authorise us to give instructions to your Controlling Participant in accordance with Sections 3.4 and 3.6(h) of the Bidder's Statement.

If you sign this form under a power of attorney, you must send a cartified copy of the power of attorney with this form. For a deceased estate, all the executors and administrators must sign, and they must send the probate or letters of administration with this form. In this Acceptance Form, "us" refers to Voyages Hotels & Resorts Pty Limited.

Individual or joint shareholders - each shareholder must sign
Companies - companies may execute this in any way allowed by law (affix seal if required)
Individual or first joint shareholder 1	Shareholder 2

$\sim$
Sole Director and Sole Secretary Date	Director	Director/Secretary
			THE MANUFACTURITY IN THE REAL PROPERTY
Please provide a business hours telephone number

so that we can contact you if necessary

Your acceptance must be received BEFORE the Offer closes. If the Acceptance Form is sent by mail, you may use the enclosed reply paid envelope. Your acceptance of the Offer must be received before 7.00pm (Sydney time) on [ ] 2003 (unless the Offer is withdrawn or extended).

HOW TO ACCEPT THE OFFER

Please refer to Section 3.4 of the Bidder's Statement and the definitions in the glossary in Section 10 of the Bidder's Statement. If you have any queries about how to accept the Offer, please call one of the numbers below.

CHESS Holdings (as indicated by "CHESS" appearing next to "Subregister" on this Acceptance Form)

If your Hamilton Island Shares are in a CHESS Holding, you need to contact your Controlling Participant (normally your Broker) with instructions to accept the Offer. You do not need to return this Acceptance Form.

If you want us to contact your Controlling Participant on your behalf, you must fill out this Acceptance Form overleaf and return it to one of the addresses shown below. However, you must ensure that this form is received in sufficient time before the end of the Offer Period to enable us to instruct your Controlling Participant to effect acceptance on CHESS during business hours.

Issuer Sponsored Holdings (as indicated by "issuer Sponsored" appearing next to "Subregister" on this Acceptance Form)

If your Hamilton Island Shares are in an Issuer Sponsored Holding, or if you are not yet registered as the holder of your Hamilton Island Shares, then to accept the Offer, you must fill out this Acceptance Form overleaf and return it to the one of the addresses shown below.

Additional Notes

Power of Attorney if you sign this form under power of attorney, you must send a certified copy of the power with the form, $\ddot{\mathbf{1}}$ and will have declared that you have no notice of revocation of the power and are able to further delegate power under it under Section 3.6 of the Bidder's Statement.
$\overline{2}$ Sold all your Hamilton Island Shares? - if you have sold all your Hamilton Island Shares, please send this form and your Bidder's Statement to the stockbroker who acted on your behalf.
3 Bought or sold your Hamilton Island Shares? - if you have recently bought or sold any Hamilton Island Shares, your holding may differ from that shown on the front of this form. If so, please alter the number of Hamilton Island Shares shown as your registered holding on the front of this form to the number of Hamilton Island Shares you now hold (including any Hamilton Island Shares of which you are entitled to become registered as holder), initial the alteration and indicate the name of the stockbroker who acted for you.

Information you supply on this Acceptance Form will be used by Voyages Hotels & Resorts Pty Limited and ASX Perpetual Registrars Limited for the primary purpose of processing your acceptance of the Offer and to provide you with the consideration payable under the Offer. This information may be disclosed to Voyages Hotels & Resorts Pty Limited's professional advisers, securities brokers. printing and mailing providers and other third parties in connection with the Offer. If you do not supply this information, your acceptance may not be processed and you may not receive the consideration payable. You may have rights to access the personal information you have supplied. Please see ASX Perpetual's privacy policy on its website www.asxperpetual.com.au.

If you must fill out and return this Acceptance Form, it must be received at one of the addresses shown below before the end of the Offer Period

Postal address ASX Perpetual Registrars Limited Hamilton Island Takeover Offer Reply Paid 1500 SYDNEY SOUTH NSW 1234

Delivery address ASX Perpetual Registrars Limited Hamilton Island Takeover Offer Level 8, 580 George Street SYDNEY NSW 2000

If the Acceptance Form is sent by mail, you may use the enclosed reply paid envelope.

If you have any questions about how to complete this Acceptance Form, please telephone the Offer information line:

For Australian callers 1800 010 202 For other international callers +61 2 9240 7442

Please note that recent amendments to the Corporations Act make it compulsory for all calls made to or received by the Offer information line to be recorded, indexed and stored.

AI assistant

GPT GROUP — Regulatory Filings 2003

65009_rns_2003-10-21_28520e29-2461-479a-9957-6b07239e5af0.pdf

Allens Arthur Robinson

Vovages Hotels & Resorts Pty Limited -Takeover bid for ordinary shares in Hamilton Island Limited

Bidder's Statement

OFFER by Voyages Hotels & Resorts Pty Limited to acquire all your ordinary shares in Hamilton Island Limited

CORPORATE DIRECTORY

VOYAGES HOTELS & RESORTS PTY LIMITED

SHARE REGISTRY ASX Perpetual Registrars Limited Level 8 580 George Street Sydney NSW 2000

OFFER INFORMATION LINE

LEGAL ADVISER

FINANCIAL ADVISER

IMPORTANT DATES

IMPORTANT INFORMATION

ASIC

Investment Decisions

LETTER FROM THE CHAIRMAN OF VOYAGES

1. SUMMARY OF THE OFFER

$2.$ WHY YOU SHOULD ACCEPT THE OFFER

$2.1$ Higher Price

Comparison to Fair Value

$2.2$ Unconditional

The Offer by Voyages is completely unconditional. You can accept the Offer by Voyages and be paid quickly.

2.3 21st Century Offer Unlikely to Succeed

$2.4$ Quick Payment

THE OFFER TERMS $\overline{3}$ .

$3.1$ The Offer

$3.2$ Consideration

$3.3$ Offer Period

$3.4$ How to accept the Offer

$(a)$ Issuer Sponsored Holdings

$(b)$ CHESS Holdings

$(c)$ Nominee holdings

$(d)$ Status of Acceptance Form

Voyages' discretion $(e)$

$3.5$ Persons to whom the Offer is made

$3.6$ Effect of acceptance

$3.7$ Obligations of Voyages

$3.8$ Variation

3.9 Withdrawal

PROFILE OF VOYAGES 4.

$4.1$ Overview of Voyages Group

$4.2$ Overview of GPTML

4.3 Announcements in relation to the Offer

5. HAMILTON ISLAND SECURITIES

$5.1$ Securities on issue

$5.2$ Hamilton Island Options

$5.3$ Recent Hamilton Island Share prices

5.4 Interests in Hamilton Island securities

Relevant interest in Hamilton Island Shares and voting power in Hamilton $(a)$ Island Shares as at the date of the Bidder's Statement

$(c)$ Acquisitions of Hamilton Island Shares

$5.5$ Collateral benefits

$5.6$ Escalation agreements

$5.7$ Date for determining holders of securities

6. INTENTIONS OF VOYAGES

$6.1$ Introduction

$6.2$ Compulsory acquisition

$6.3$ Intentions for Hamilton Island as a wholly owned subsidiary

$(a)$ Stage 2 Restructure

$(b)$ Review of operations

$(c)$ Employment

$(d)$ Changes to Board and delisting from the ASX

6.4 Intentions for Hamilton Island as a partly owned subsidiary

$(a)$ General intentions

$(b)$ Governance issues

$(c)$ Other issues

$6.5$ Hamilton Island Options

6.6 Other intentions

$\overline{7}$ . SOURCES OF CONSIDERATION

AUSTRALIAN TAX CONSIDERATIONS 8.

$8.1$ Introduction

$8.2$ Capital gains tax

8.3 Stamp duty and the Goods and Services Tax (GST)

$\mathbf{Q}_{\perp}$ ADDITIONAL INFORMATION

21st Century Offer $9.1$

$9.2$ BT Funds Management Limited

$9.3$ Regulatory approvals

$9.4$ Approvals for payment of consideration

$9.5$ Bidder's Statements made on the basis of ASX announcements

GPT GROUP Regulatory Filings 2003

2.3 21^st Century Offer Unlikely to Succeed

21^st Century Offer $9.1$