GPT GROUP — Regulatory Filings 2003

Mar 30, 2003

Notice of Meeting and Explanatory Memorandum

THIS DOCUMENT IS IMPORTANT

If you do not understand it or are in any doubt about the action to be taken, you should consult your stockbroker, accountant, investment adviser or other professional adviser immediately.

Issued by GPT Management Limited (ABN 94 000 335 473) Responsible Entity

This Notice of Meeting and Explanatory Memorandum is dated 31 March 2003.

Contents

A. Chairman's Letter

B. Notice of Meeting

C. Explanatory Memorandum

• $\mathbf{1}$ . Introduction
• $\overline{2}$ Resolutions 1 & 2 - Endorsement of the Appointment of Directors
• $3.$ Resolution 3 - Amendment of Constitution
• $3.1$ The Existing GPT Constitution
• Change to International Accounting Standards $3.2 -$
• $3.3₁$ Effect of Proposed Amendments to the Constitution
• 3.4 Advantages of the Proposed Amendments to the Constitution
• $3.5$ Risks Associated with the Proposed Amendments to the Constitution
• $3.6 -$ Legal Opinion
• 3.7 Recommendation
• $\overline{4}$ , Meeting of Unitholders
• $5.$ Enquíries

D. Annexures

E. Directory

• 0 The Westin Hotel Ø Darling Park
• 0 Town Hall Railway Station
• ۵ Martin Place Railway Station
• Θ Wynyard Railway Station
• o Queen Victoria Building $\mathbf{H}^{\mathrm{H}}$ Monorall Stations
• ande One Way Streets

	Time: 2.30pm
Date:	29 April 2003
Place:	Ballrooms 1 & 2 The Westin Hote

Sydney, NSW For catering purposes, if you propose

• el No.1 Martin Place RSVP:
• to attend the Meeting, please telephone the Unitholder Information Line on 1800 025 095 prior to 24 April 2003.

Chairman's Letter

Dear Unitholder,

I am pleased to invite you to attend the 2003 Meeting of GPT Unitholders which will be held at 2.30pm on Tuesday 29 April 2003 at Ballrooms 1 & 2, the Westin Hotel, No.1 Martin Place, Sydney.

At this year's Meeting there are a number of important items of business for you to consider.

Firstly, there are two external Directors for endorsement. Peter Joseph has joined the Board to replace Bill Caims who retires after ten years of valuable service to GPT Unitholders. I will have more to say on this at the Meeting.

Also, Malcolm Latham has been reappointed to the Board. In accordance with our policy, we are inviting your endorsement of Peter's and Malcolm's appointments as Directors of GPT for the next three years. Both Peter and Malcolm bring a high degree of independence, experience and skill to the Board.

Secondly, GPT's Constitution contains a restrictive definition of "Distributable Amount", being the amount the Responsible Entity is required to distribute to Unitholders each quarter.

When GPT is required to move to International Accounting Standards on 1 January 2005, in the absence of any amendment to the GPT Constitution, the result will be greater volatility in GPT's reported profit and in distributions, but not in the underlying performance of the Trust.

It is proposed to amend GPT's Constitution to give GPT Management Limited ("GPTML") greater flexibility to manage this potential volatility in distributions ("Proposal") for the benefit of Unitholders. GPT will continue its policy of distributing its operating income.

Several other listed property trusts have already made similar changes to their Constitutions in anticipation of the change to the accounting standards.

More details about the Proposal are contained in this Explanatory Memorandum.

Your Directors recommend that you VOTE FOR THE PROPOSAL. I would ask you to either complete and return the enclosed Proxy Form, or attend the Meeting of Unitholders in order to vote.

Following the formal part of the Meeting there will be our regular update on the Trust's activities.

I look forward to seeing you at the Meeting of Unitholders.

Kienard Lough. Richard Longes

Chairman

GPT Management Limited ABN 94 000 335 473

Level 14 Tower Building Australia Square Sydney NSW 2000 Australia

Telephone 02 9236 6999 Facsimile 02 9236 6020

GPT@fendlesse.com.au

CONCILION CON

Notice of Meeting

Notice is given that a Meeting of Unitholders of General Property Trust (ARSN 090-110-357) will be held at:

Time: $2.30_pm$

ia

Date: 29 April 2003

Place: Ballrooms 1 & 2 The Westin Hotel No.1 Martin Place Sydney, NSW

This Notice is issued by GPT Management Limited as Responsible Entity of General Property Trust.

BUSINESS

The business of the Meeting will be to consider the following resolutions:

Resolution 1 - Ordinary Resolution

That the appointment of Peter Charles Joseph as a Director of GPT Management Limited be endorsed by the Unitholders of General Property Trust.

Resolution 2 - Ordinary Resolution

That the reappointment of Malcolm MacGregor Baxter Latham as a Director of GPT Management Limited be endorsed by the Unitholders of General Property Trust.

Resolution 3 - Special Resolution

That the Constitution of General Property Trust be amended in accordance with Annexure 1 to the Notice of Meeting and Explanatory Memorandum dated 31 March 2003.

BACKGROUND INFORMATION

Resolutions 1 & 2

GPT Management Limited ("GPTML"), the Responsible Entity of General Property Trust ("GPT"), is a wholly owned subsidiary of Lend Lease Corporation Limited ("LLC"). Directors of GPTML are appointed by LLC. GPTML has previously announced to Unitholders that at least 50%. of its Directors will be external (as defined in the Corporations Act) and the appointment of those Directors will be endorsed each three years by Unitholders.

Resolution 3

The amendment proposed to the GPT Constitution may only be made by a Special Resolution of Unitholders in accordance with Section 601GC of the Corporations Act.

RESOLUTIONS NOT INTERDEPENDENT

Resolutions 1, 2 and 3 are not dependent on each other.

VOTING REQUIREMENTS

For Resolutions 1 and 2 to be passed, more than 50% of votes cast by Unitholders entitled to vote on each Resolution must be voted in favour of the Resolution.

For Resolution 3 to be passed, at least 75% of the votes cast by Unitholders entitied to vote on the Resolution must be voted in favour of the Resolution.

VOTING ENTITLEMENT

All holders of ordinary units appearing in the GPT register of Unitholders at 9.00am (Sydney time) on 28 April 2003. are entitled to attend and vote at the Meeting.

If you have any questions or would like a copy of the existing Constitution, please contact the Unitholder Information line on 1800 025 095, between 8.30am and 5.30pm (Sydney time) Monday to Friday.

(の) けいこう ri i

RECOMMENDATION REGARDING PROPOSED CONSTITUTION AMENDMENT

GPTML considers Resolution 3 to be in the best interests of Unitholders and recommends that you vote "FOR" the Special Resolution.

In addition, each Director of GPTML recommends that you vote "FOR" Resolution 3 for the reasons set out in this Explanatory Memorandum.

No Director of GPTML has an interest in the outcome of Resolution 3 other than as a Unitholder of GPT.

HOW DO YOU EXERCISE YOUR RIGHT TO VOTE?

The vote on Resolutions 1 and 2 will be on a show of hands unless a poll is demanded. The vote on Resolution 3 will be on a poll. Each Unitholder present in person or by proxy has one vote on a show of hands and one vote for every dollar of the total interest they have in GPT on a poll. The value of a Unitholder's total interest in GPT will be calculated by reference to the last sale price of GPT units on the Australian Stock Exchange ("ASX") on 24 April 2003.

Jointly Held Units

If your units are jointly held, only one of the joint holders. is entitled to vote. If more than one Unitholder votes inrespect of jointly held units, only the vote of the Unitholder whose name appears first in the register will be counted. You need not exercise all of your votes in the same way, nor need you cast all of your votes.

Individuals

If you plan to attend the Meeting, we ask that you arrive at the Meeting venue 30 minutes prior to the time designated for the Meeting so that we may check the value of your units against the register of Unitholders and note your attendance.

For catering purposes, if you propose to attend the Meeting, please telephone the Unitholder Information. Line on 1800 025 095 prior to 24 April 2003.

Corporations

In order to vote at the Meeting (other than by proxy), a corporation that is a Unitholder must appoint a personto act as its representative. The appointment must comply with Section 253B of the Corporations Act. The representative must bring to the Meeting evidence of his or her appointment including any authority under which it was signed.

Voting by Proxy

If you cannot or do not wish to attend the Meeting, you may appoint a proxy to attend and vote for you.

To ensure that all Unitholders can exercise their right to vote on the Resolutions, a Proxy Form is enclosed together with a reply paid envelope. The Proxy Form tells you what you need to do.

Any undirected proxies in favour of the Chairman will be voted "FOR" each resolution.

Michael Neilson Company Secretary GPT Management Limited (ABN 94 000 335 473)

31 March 2003

Explanatory Memorandum

$\mathbf{1}$ . INTRODUCTION

At the Meeting of Unitholders three resolutions will be put to you. The full text of these resolutions is set out in the Notice of Meeting (Section B of this Explanatory Memorandum).

Resolutions 1 and 2 seek Unitholders' endorsement of the appointment of Peter Charles Joseph and the reappointment of Malcolm MacGregor Baxter Latham as Directors of GPTML. The endorsement of Peter's and Malcolm's appointments is in accordance with GPTML's practice of seeking Unitholder approval of the appointment. of external directors.

Peter's and Malcolm's brief biographies are set out in Clause 2

Resolution 3 seeks Unitholders' approval of an amendment to the GPT Constitution to give the Responsible Entity more flexibility in determining the amount of income to be distributed by GPT to Unitholders each quarter.

A detailed explanation as to the reasons why GPTML believes a change to the GPT Constitution to be in the best interests of Unitholders is set out in Clause 3.

$2¹$ RESOLUTIONS 1 & 2 - ENDORSEMENT OF APPOINTMENT OF PETER JOSEPH & MALCOLM LATHAM AS DIRECTORS OF GPTML

Peter Joseph

Peter is a career investment banker and experienced company director who has had a close involvement with the BT Financial Group for nearly 30 years. He was a director of the responsible entitles of a number of BT funds including some of the BT property trusts. Since Westpac acquired the funds management arm of BT, Peter has resigned his directorships with that Group.

Peter is currently the Chairman of Dominion Mining Limited and the St Vincents & Mater Hospitals in Sydney. He is also the Chairman of the Sydney based St James Ethics Centre. He sits on the boards of a number of other charitable organisations and private companies. In 2000-Peter was awarded a Medal in the Order of Australia.

Peter is 61 years old.

Makolm Latham

Malcolm has been a member of the Board of GPTML since 1991.

Malcolm brings to the Board his extensive experience in urban development, gained while working on projects in Australia and internationally. Malcolm spent over 10 years with Lend Lease and was formerly the Chairman and Chief Executive of Australia's National Capital Development Commission.

Malcolm is currently Chairman of a Joint Venture in Auckland to plan the redevelopment of the Auckland Waterfront, Chairman of the South Sydney Development Corporation, a NSW State authority, and a member of the Board of the Hornery Institute, a charitable institution focussed on urban development and vocational education.

Malcolm attended 12 GPT Board meetings during 2002.

CONGED CONGE

$\mathcal{L}$ RESOLUTION 3 - AMENDMENT OF CONSTITUTION

3.1 The Existing GPT Constitution

GPT's Constitution was created in November 1970. Shortly after, in April 1971, GPT was listed on the ASX, at which time GPT was one of the first listed property trusts in Australia.

Over the next 30 years, GPT's Constitution has had a number of changes made to it. On 25 June 1999, GPT Unitholders approved sweeping changes to the Constitution, in large part necessitated by the implementation of the Managed Investments Act. The style of the Constitution was modernised and some of the terminology used was updated. Among the changes approved on 25 June 1999 were new provisions governing how the Responsible Entity must calculate distributions to Unitholders. The provisions approved on 25 June 1999 were based on the prevailing Australian Accounting standards and tax laws. Those provisions provide that the Responsible Entity:

• $(A)$ must distribute all accounting income (determined on the basis of the prevailing Australian Accounting Standards); and
• $(b)$ may (at its discretion) distribute:
• (i) any taxable income over and above the accounting income; and
• (ii) any capital.

3.2 Change to International Accounting Standards On 1 January 2005, all Australian Reporting Entities will

be required to adopt International Accounting Standards.

The adoption of International Accounting Standards will have a number of effects for GPT. Two of the major effects for GPT are as follows:

(a) Property Revaluations

Under current Australian Accounting Standards, asset revaluations (ie increases or decreases in property book values) are generally treated as an increment or decrement (ie increase or decrease) to the asset revaluation reserve (where such a reserve exists). These are generally treated as movements in capital and affect the statement of financial position (ie the balance sheet) of GPT but not the net profit shown on the statement of financial performance (le the profit and loss statement). Please note that GPT does not receive or pay out any cash when properties are revalued. These are changes in book value only.

Under International Accounting Standards, asset revaluations are treated as profits or losses and must be included in the net profit recorded on the statement of financial performance (ie the profit and loss statement). The result will be that increases in the book value of GPT's properties will be treated as increased profit without corresponding increases in cash receipts to pay. distributions. This would mean that under the existing Constitution, the Responsible Entity would have to find additional cash to pay the increased distribution by either borrowing or by selling assets.

If the book values of GPT's properties decreased, then the profit would be reduced, giving GPT excess cash.

The increases and decreases in profits resulting from changes to asset valuations would translate into more volatility in distributions.

(b) Hedging and Swap Arrangements

From time to time the Responsible Entity enters into swap and hedging arrangements in respect of GPT's debtcapital markets programme. The swap and hedge arrangements have the effect of fixing what would otherwise be floating interest rates on GPT's short term. and medium term notes.

Under International Accounting Standards, GPT may be required to bring these derivatives to account as profit or loss depending on whether the interest rates are better or worse than the then prevailing floating rate. GPT will not earn any additional cash for any profits made on derivatives, but would be required to pay these profits as distributions. Again, this would mean the Responsible Entity would have to find additional cash to pay the increased distribution by either borrowing or by selling assets. This would add to the potential volatility of distributions.

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3.3 Effect of Proposed Amendments to Constitution

The proposed amendments to the GPT Constitution are set out in Annexure 1. The proposed amendments affect Clause 9.3 of the Constitution by inserting a new formulafor the calculation of "Distributable Amount". The new formula requires the Responsible Entity to distribute "Operating Income" (ie defined to mean the actual income derived by GPT from operations, less expenses). plus any capital. The new formula for the definition of "Distributable Amount" results in the deletion of the references to accounting income and taxable income.

This will allow the distribution of underlying earnings generated rather than deemed accounting or taxable income.

Please note that if the Responsible Entity does not distribute all taxable income of GPT then the undistributed income of GPT will be subject to tax in the current Responsible Entity's hands at 48.5%. This is no different to the current situation.

It is the Responsible Entity's policy to distribute all the taxable income of GPT.

3.4 Advantages of the Proposed Amendments to the Constitution

GPTML believes the main advantages for Unitholders of the change to the definition of "Distributable Amount" to be as follows:

• Reduces potential volatility in distributions;
• · Reduces potential for GPT to be required to fund distributions by borrowing or selling assets; and
• Gives the Responsible Entity greater flexibility in calculating distributions within constraints of the tax legislation.

3.5 Risks Associated with the Proposed Amendments to the Constitution

GPTML has assessed the main risks associated with the change to the definition of "Distributable Amount" to be as follows:

• . In some direumstances the Responsible Entity may decide to distribute less than it would have been required to under the current definition of "Distributable Amount"; and
• . Any taxable income of GPT which is not distributed will be taxed in the Responsible Entity's hands at 48.5%.

GPTML believes these risks to be manageable and does not expect any adverse impact on GPT. Principally:

• GPTML does not believe it to be Unitholders' best interests to pay a larger distribution of accounting income, funded by debt or sales of assets.
• . GPTML has been successfully managing the risk of not distributing all taxable income since the inception of GPT.

GPTML will continue to actively and prudently manage. GPT's income and distributions for GPT Unitholders.

3.6 Legal Opinion

A letter from Freehills which certifies that the amendment to the Constitution is in accordance with the Corporations Act and the ASX Listing Rules is annexed as Annexure 2.

3.7 Recommendation

GPTML believes the proposed change to the GPT Constitution to amend the definition of "Distributable Amount" in Clause 9.3 in accordance with Annexure 1 is in the best interest of Unitholders for the reasons set out above.

GPTML recommends that Unitholders vote "FOR" Resolution 3.

MEETING OF UNITHOLDERS 4.

A Meeting of Unitholders will be held at 2.30pm on 29 April 2003 at Balfrooms 1 & 2 The Westin Hotel, No. 1 Martin Place, Sydney to consider the Resolutions. See the Notice of Meeting (Section B).

5. ENQUIRIES

Further information regarding this document may be obtained by contacting:

GPT's Unitholder Information Line Freecall 1800 025 095 8.30am to 5.30pm (Sydney time) Monday to Friday

C NO L OND

Annexure 1

General Property Trust Consolidated Constitution

(consolidated to amendments made on 23 April 2002 by Unitholder Resolution and further proposed changes)

GPT Management Limited ACN 000 335 473

Freehills

MLC Centre Martin Place Sydney NSW 2000 Australia Telephone 61 2 9225 5000 Facsimile 61 2 9322 4000 www.freehills.com.au DX361 Sydney SYDNEY MELBOURNE PERTH CANBERRA BRISBANE HANOFHO CHF MINH CITY
Correspondent Offices JAKARTA KUALA LUMPUR SINGAPORE

Liability limited by the Solicitors' Limitation of Liability Scheme, approved under the Professional Standards Act 1994 (NSW) Reference JHG:25F

のかいこと

Foreign Unitholder means a Holder whose address appearing in the Register is in a country outside Australia;

Forfeited Unit means a Partly Paid Unit which is forfeited pursuant to clause $3.8(c)$ by non-payment of an Instalment;

Fully Paid Unit means a Unit on which the whole of the Issue Price has been paid;

Governmental Agency means any government or governmental, semigovernmental, administrative, fiscal or judicial body, department, commission, authority, bureau, tribunal, agency or entity in any part of the world:

Gross Asset Value means the sum of:

• the value of the Trust Fund; and $(1)$
• $(2)$ any other amounts which, in the opinion of the Trustee should be included for the purpose of making a fair and reasonable determination of the value of the Trust on an undiscounted basis, having regard to generally accepted accounting principles;

Holder means a Unitholder or Optionholder (as the context may require);

Income means, for any Distribution Period, the net income of the Trust determined in accordance with generally accepted accounting principles;

Instalment means, in relation to a Partly Paid Unit, each instalment of the Issue Price of that Unit which is not paid on Application for the Unit and must be paid at the time specified in the Terms of Issue;

Issue Price in relation to a Unit or an Option means the dollar value of the total consideration payable at any time in respect of the issue of that Unit or Option determined in accordance with the clause in part 5 pursuant to which the Unit or Option was issued and in respect of a Unit issued on the exercise of an Option, means the Exercise Price;

Liabilities means the liabilities in respect of the Trust and includes:

• $(1)$ unpaid administrative costs and expenses including fees of the Trustee;
• accrued charges in respect of or owing in relation to any asset of $(2)$ the Trust Fund;
• $(3)$ amounts required to meet present liabilities;
• $(4)$ amounts of all borrowings;
• $(5)$ any provision for Tax which in the opinion of the Trustee should be taken into account; and
• $(6)$ any other amounts required to meet liabilities or other expenditure (including deferred liabilities) which in the opinion of the Trustee should be taken into account in determining the amount of liabilities in any of the preceding paragraphs;

Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable while the Trust is admitted to the Official List

of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX;

Market Price has the meaning given in clause 1.3;

Marketable Parcel has the meaning given to that expression in the Listing Rules;

Meeting means a meeting of Holders convened in accordance with this deed:

Minimum Holding means:

• if Units are admitted to the Official List, such number of Units as $(1)$ may from time to time constitute a Marketable Parcel; and
• in relation to Options, such number of Options (if any) as is $(2)$ specified in the Terms of Offer or Terms of Issue;

month means calendar month;

Net Asset Value means the Gross Asset Value less the following:

• all amounts required to repay borrowings and to meet Liabilities $(1)$ (including the amount of any provisions the Trustee determines, in consultation with the Auditor, should be made);
• $(2)$ following any Distribution Calculation Date, the amount of any Distributable Amount payable but not paid to Unitholders on the day on which the Net Asset Value is determined; and
• $(3)$ any amount paid in advance of a call on a Partly Paid Unit;

Net Taxable Income means, for any Distribution Period, the net income for that period determined in accordance with the principles applicable under section 95(1) of the Tax Act:

Official List means the official list of ASX;

Official Quotation or Officially Quoted means official quotation by ASX of the Units or Options, as the case requires;

Operating Income means the gross income realised by the Trust from its operations including rent, interest, dividends, distributions and otherwise less expenses arising in deriving that income including, but not limited to:

• property outgoings; $(a)$
• $(b)$ repairs and maintenance;
• interest and other borrowing costs; $(c)$
• $(d)$ fees paid to the Trustee; and
• any other amount that the Trustee considers prudent or appropriate $(e)$ to allow for contingencies or future expenses that will or may arise in respect of the Trust;

Option means an option granted by the Trustee in respect of unissued Units;

Optionholder means the person for the time being registered as a holder of an Option, including any persons jointly registered;

(今かり) つうじつ

• Each asset of the Trust Fund must be valued at its market value unless the $(c)$ Trustee determines:
• $(1)$ there is no market in respect of the asset of the Trust Fund; or
• $(2)$ the market value does not represent the fair value of the asset of the Trust Fund.
• $(d)$ Where the Trustee makes a determination under clause 8.1(c), the Trustee must at the same time determine the method of valuation of the asset of the Trust Fund.
• Where any asset of the Trust Fund is to be valued or the Net Asset Value $\left( c\right)$ of the Trust and the number of Units on Issue is to be determined, the valuation or determination is to be as at a time determined by the Trustee.
• Where the calculation of the Issue Price is to be made as at a particular $(f)$ date, the Trustee need not cause a valuation of the Trust Fund to be performed as at that date but may rely on the most recent valuations for the purposes of that calculation.

$8.2$ Currency Conversion

Where it is necessary for any purposes to convert one currency to another, the conversion must be made at a time and at such rates quoted by a bank or other financial institution nominated by the Trustee.

8.3 Trustee to determine Current Unit Value

The Trustee may determine the Current Unit Value at any time.

$\overline{9}$ Income and Distributions

$9.1$ Determination of income and reserves

The Trustee is to determine whether any item is income or capital and the extent to which reserves or provisions need to be made.

$9.2$ Distribution of income

For each Distribution Period the Trustee must calculate and distribute each Unitholder's Distribution Entitlement.

$9.3$ Distribution Entitlement

"Distributable Amount" for a period Distribution Period is to be $(a)$ determined in accordance with the following formula:

$$
DA = OI + C
$$

Where:

DA is the amount of Distributable Amount.

is Operating Income. $\overline{\text{OI}}$

is any additional amount (including capital) that the Trustee has determined is distributable $DA = D + I + C$

Where:

is the amount of Distributable Amount حد

$\Box$ is so much of the amount by which Net Taxable income exceeds income that the Trustee has determined is to be distributed to Unitholders.

is the Income of the Trust

• is any additional amount (including capital) `nuqtoo boq determined is to be distributed.
• $(b)$ Subject to the Terms of Issue for any class of Units, each Unitholder's Distribution Entitlement is to be determined in accordance with the following formula:

$$
DE = DA x \frac{UH}{UH}
$$

where:

• DE. is the Distribution Entitlement
• DA is the Distributable Amount
• UH is the aggregate of the Paid-up Proportion of each relevant Unit Holding of the Unitholder at the close of business on the Distribution Calculation Date
• UI is the aggregate Paid-up Proportion of Units on issue in the Trust at the close of business on the Distribution Calculation Date.

$9.4$ Distribution of Entitlement

• The Trustee must pay to each Unitholder its Distribution Entitlement on or $(a)$ before the Distribution Date.
• $(b)$ For the purpose of determining the entitlement to the Distribution Entitlement for a Distribution Period, the persons who are Unitholders on the record date for that Distribution Period have an absolute, vested and indefeasible interest in the Income Distributable Amount of that Distribution Period.
• $(c)$ The Trustee must retain from each Unitholder's Distribution Entitlement all amounts which are necessary to avoid distributing a fraction of a cent or which the Trustee determines it is not practical to distribute on a Distribution Date. Any sum so retained will for all purposes be treated as income for the next following Distribution Period.
• $(d)$ The Trustee may retain from the amounts to be distributed to a Unitholder an amount in or towards satisfaction of any amount payable by the Unitholder to the Trustee under this deed or are required to be deducted by law.

page 25

のかりどりどし

Annexure 2

Freehills

19 February 2003

Our ref JETG-29F

Master no 2099128 Doc no Sydney 064353097

The Directors GPT Management Limited Level 14 Tower Building Australia Square SYDNEY 2000

Dear Directors

Proposed Amendments to GPT Constitution

We have attached a consolidated Constitution of the General Property Trust showing in mark up proposed amendments to the distribution provisions to accommodate changes to the Australian Accounting Standards.

Since the proposed changes take away a "right" of unitholders to receive a distribution each year of at least the net accounting income of the fund, the amendments should only be made by special resolution of the unitholders at a general meeting.

In our opinion, it is proper for amendments such as those proposed to be put to the members. If the unitholders pass the appropriate resolutions, the amendments can then be given effect to without contravention of any laws.

Yours faithfully Freehills

Jahes Graham Partner

Directory

Responsible Entity

GPT Management Limited ACN 000 335 473 ABN 58 071 755 609

Registered Office

Level 14 Australia Square 264-268 George Street SYDNEY NSW 2000

Directors of the Responsible Entity

Ríchard Longes, Chairman William Cairns Malcolm Latham AM Ken Moss Brian Norris Elizabeth Nosworthy David Ross

Secretary

Michael Neilson

Audit & Risk Management Committee

Brian Norris, Chairman William Cairns Ken Moss Elizabeth Nosworthy

Auditors of the Trust

PricewaterhouseCoopers 201 Sussex Street SYDNEY NSW 2000

Solicitors to the Responsible Entity

Freehills Level 38 MLC Centre 19-29 Martin Place SYDNEY NSW 2000

Principal Registry

ASX Perpetual Registrars Limited Level 8, HSBC Centre 580 George Street SYDNEY NSW 2000

Mail to:

GPT Unit Registrar Locked Bag A14 SYDNEY SOUTH NSW 1232

Stock Exchange Quotation

GPT and GPT Split Trust are listed on the Australian Stock Exchange Limited under the following ASX Listing Codes GPT Ordinary Units: GPT GPT Split Trust Income Units: GSTIN GPT Split Trust Growth Units: GSTCP

To arrange changes of address, changes in registration of units, please call our Unitholder Service Centre on 1800 025 095.

For further information, contact our Unitholder Service Centre or visit our website at: www.gpt.com.au

www.gpt.com.au