GPT GROUP — Regulatory Filings 2003

Jan 29, 2003

30 January 2003

The Manager Companies Section Australian Stock Exchange Limited (Sydney)

By electronic lodgement

Pages: Three (3) pages

The Manager Companies Section New Zealand Stock Exchange

By email: announce@nzse.co.nz

Lend Lease Corporation Limited ABN 32 000 226 228

Level 46 Tower Building Australia Square Sydney NSW 2000 Australia

DX 10230 SSE

Dear Sir

STOCK EXCHANGE ANNOUNCEMENT

GPT MANAGEMENT FEES

Lend Lease Corporation Limited ("Lend Lease") announces that it has agreed with General Property Trust ("GPT") to change the basis upon which the GPT management fee is calculated effective 1 January 2003.

The new fee structure includes a highly competitive base management fee which will be reduced from 0.55% per annum of gross assets to 0.40% per annum of gross assets. A performance fee will be introduced and calculated six monthly as 5% of the total return performance above the S&P/ASX Property 200 Accumulation Index based upon opening market capitalisation. The total annual fee would be capped at 0.55% per annum of gross assets, and the performance fee component will be paid in full or in part so that the GPT earnings per unit is not lower than the earnings per unit in the previous corresponding period.

The fee restructure reflects changes in the market in the past 12 months, including a trend in the listed property trust industry towards the inclusion of a performance bonus component to fees.

The new management fee structure is a clear demonstration of Lend Lease's commitment to delivering ongoing improvement in returns to investors in both groups.

Lend Lease's management fee income will be maximised so long as there is ongoing growth in returns to GPT unitholders, strengthening the alignment of interests between GPT investors and the Manager.

Current 2003 financial year earnings guidance for Lend Lease will not be affected if the new incentive fee component is not earned for the six months to June 2003.

Details of the new fee structure are provided in the attachment.

Yours faithfully
LEND LEASE CORPORATION LIMITED

SJ SHARPE Company Secretary

ATTACHMENT: EXISTING AND NEW FEE STRUCTURES

CURRENT FEE

GPT Management Limited is currently paid an annual fee equivalent to 0.55% of gross assets.

These fee arrangements were approved by unitholders at a meeting in June 2000 and have been in place since 1 July 2000.

Calculation

The fee is calculated as 0.275% of the gross assets of the Trust at the end of the preceding six month period.

Payment

The fee is paid quarterly and in cash on the same date as each quarterly distribution.

NEW FEE

The new fee will be made up of two components – a base management fee and a performance fee (if achieved).

The new arrangements will be effective 1 January 2003.

Calculation: Base management fee

The base management fee will be calculated as 0.20% of the gross assets of the Trust at the end of each preceding six month period.

Calculation: Performance fee component

The performance fee would be based upon the market capitalisation at the end of the preceding six monthly reporting period and will use as the benchmark the 12 month performance to the end of the current reporting period.

Each six months the fee (if payable) will be calculated as 5% of GPT's 1 year total return less the 1 year total return of the S&P/ASX Property 200 Accumulation Index multiplied by the market capitalisation of GPT at the commencement of the period.

Example

------------
GPT market capitalisation	$\mathbf{r} = \mathbf{r}$	\$5.3 billion
GPT 1 year performance	$=$	1% above S&P/ASX Property 200 Accumulation Index
Performance fee	$=$	$0.05 \times 0.01 \times $5.3$ billion = \$2.65 million

Total Fee Can

The total fee payable for any six month period will not exceed 0.275% of the gross assets of the Trust (i.e. the total fee payable under the current arrangements).

GPT Management Limited will receive all or part of the performance fee so that earnings per unit for each six month period is not less than the earnings per unit for the previous corresponding six month period.

Payment

The base management fee will be paid quarterly. The performance fee will be paid six monthly. Both fees will be paid in cash.