GPT GROUP — Regulatory Filings 2004

Dec 8, 2004

GENERAL PROPERTY TRUST

General Property Trust ASX Announcement and Media Release

TAKEOVERS PANEL REQUIRES CHANGES TO STOCKLAND'S BIDDER'S STATEMENT

9 December 2004

GPT welcomes the decision by the Takeovers Panel today to require Stockland to include additional information and make corrections to the Bidder's Statement for its takeover offer for GPT.

Following an application by GPT on 3 December, the Takeovers Panel has required these changes to overcome what would otherwise be material omissions and misstatements in Stockland's Bidder's Statement.

The Panel has required Stockland to make the following changes to its Bidder's Statement:

• Stockland has been required to include a statement of the implied value of its scrip based Offer having regard to the most recent 5 day VWAP for Stockland securities. That Offer value is \$3.62 per GPT unit (before adjustment for Stockland's 19 cent distribution which GPT unitholders will not receive), which is less than the \$3.65 pre-announcement Offer value claimed in its Bidder's Statement.
• Stockland has been required to include a comparison of Stockland's offer price $\bullet$ premium/discount relative to the current GPT 5 day VWAP rather than just to the 3 month VWAP for GPT units to 19 May 2004 being the date Lend Lease announced its original merger proposal.
• Stockland has been required to make it clear that its Offer value has been $\bullet$ calculated without adjustment for Stockland's 19 cent distribution which GPT unitholders will not receive.
• Stockland has been required to include a comparison of the Net Tangible Assets (NTA) of GPT securities as at 30 June 2004 (\$2.74 per unit) with the projected equivalent NTA value per GPT security for Stockland if its offer is successful (\$2.50 per GPT unit).

The Chairman of GPT, Mr Peter Joseph said, the corrections and amendments required by the Takeovers Panel helped overcome concerns that the Stockland Bidder's Statement as originally served on GPT contained material misstatements and omissions

"The corrections will allow GPT unitholders to form a clearer view of the value of the Stockland takeover offer and the value of the assets that underpin the Stockland bid". Mr Joseph said.

"It is most important that GPT unitholders are given information that allows a clear and transparent comparison between the Stockland offer and GPT's current position". Mr Joseph said.

Stockland has provided GPT with the Supplementary Bidder's Statement and Corrective Statement dated 9 December 2004. Stockland intends to dispatch its Bidder's Statement on 13 December 2004. Accordingly, GPT's Target's Statement will be issued no later than 28 December 2004. GPT Unitholders should not do anything until receipt of the Target's Statement.

The GPT Board and management continue to retain advisers: Macquarie Bank, as financial adviser; Allens Arthur Robinson as legal adviser and Blake Dawson Waldron as adviser on governance processes for purposes of evaluating the Stockland offer.

Peter Joseph Chairman

ENDS

Enquiries

For further information please contact

Nic Lyons Chief Executive Officer General Property Trust (02) 9237 5816

Martin Debelle /Graham Canning Cannings (02) 9252 0622

GPT unitholder enquiries should be directed to the shareholder information line:

Within Australia: 1800 350 150 Outside Australia: +61 2 9278 9045