GPT GROUP — Regulatory Filings 2004

Dec 8, 2004

9 December 2004

Level 16 157 Liverpool Street SYDNEY NSW 2000

www.stockland.com.au

Tel: 02 9321 1500 Fax: 02 9321 1599

Company Announcements Manager Australian Stock Exchange Limited 20 Bridge Street SYDNEY NSW 2000

Dear Sirs

Stockland Trust Management Limited ("STML") -Supplementary Bidder's Statement relating to the takeover bid for General Property Trust ("Offer")

In accordance with section 647(3)(b) of the Corporations Act 2001, please find attached a copy of STML's supplementary bidder's statement to the original bidder's statement lodged with the Australian Securities and Investments Commission on 24 November 2004 in relation to the Offer

Yours sincerely

The 14 Hoft

Phillip Hepburn Secretary

Stockland Corporation Limited ACN 000 181 733 Stockland Trust Management Limited ACN 001 900 741 AFSL No. 241190 As Responsible Entity for Stockland Trust ARSN 092 897 348

First Supplementary Bidder's Statement and Corrective Statement Replacements for pages 6 and 7

Offer by Stockland Trust Management Limited (ABN 86 001 900 741) as Responsible Entity for Stockland Trust (ARSN 092 897 348) to purchase all your ordinary units in General Property Trust (ARSN 090 110 $357)$

This document is a supplementary bidder's statement ("Supplementary Bidder's Statement") to the Bidder's Statement dated 24 November 2004 ("Bidder's Statement") issued by Stockland Trust Management Limited (as responsible entity for Stockland Trust) ("STML") and lodged at the Australian Securities and Investments Commission ("ASIC") on 24 November 2004, in relation to STML's offer ("Offer") for all of the ordinary units in General Property Trust ("GPT"), a copy of which accompanies this document.

This Supplementary Bidder's Statement is to be read together with the Bidder's Statement. Unless the context requires otherwise, defined terms in the Bidder's Statement have the same meaning in this Supplementary Bidder's Statement.

This Supplementary Bidder's Statement contains certain corrections and additional items of disclosure required by the Takeovers Panel in order to overcome what would otherwise be material omissions and misstatements in the Bidder's Statement. STML has given undertakings to the Takeovers Panel to provide this Supplementary Bidder's Statement, corrective statement and replacements for pages 6 and 7.

THE BIDDER'S STATEMENT IS AMENDED BY REPLACING PAGES 6 AND 7 WITH PAGES 3 AND 4 OF THIS DOCUMENT, GPT UNIT HOLDERS SHOULD DISREGARD PAGES 6 AND 7 IN THE BOOKLET ACCOMPANYING THIS DOCUMENT.

THIS SUPPLEMENTARY BIDDER'S STATEMENT ALSO PROVIDES INFORMATION CONCERNING NET TANGIBLE ASSETS AND THE TREATMENT OF FUTURE DISTRIBUTIONS.

1 Net tangible assets per GPT Unit

The net tangible assets ("NTA") of GPT, last valued in June 2004, are \$2.74 per GPT Unit. If STML acquires 100% of GPT, the NTA of the Merged Entity will be \$4.12 per Stockland Security. This means that the effect of the Offer if STML acquires 100% of GPT is to reduce the NTA per GPT Unit from \$2.74 to \$2.50 per GPT Unit.

Please refer to page 66 of the Bidder's Statement for more information.

$\overline{2}$ Offer value not adjusted for December distributions

The Offer value set out above has been calculated without deducting the expected distribution of about 19 cents per security on Stockland Securities for the six months to 31 December 2004, and without adding the expected distribution of 5.5 cents on GPT Units for the three months to 31 December 2004. GPT Unit Holders who accept the Offer will be entitled to receive the GPT distribution up to 5.5 cents, but will not receive the expected Stockland distribution of about 19 cents.

There is no evidence to suggest that STML should adjust the Offer value for these expected distributions in the present circumstances. The following table shows five day VWAPs of Stockland Securities calculated one month before and one month after the last four Stockland distributions. There is no correlation between these prices and the amount of the distribution.

	Amount of distribution	VWAP1 month pre	VWAP 1 month post
Ex Distribution date of 24 June 2004	\$0.19	\$5.24	\$5.49
Ex Distribution date of 23 December 2003	\$0.18	\$4.87	\$5.26
Ex Distribution date of 24 June 2003	\$0.165	\$5.16	\$5.03
Ex Distribution date of 23 December 2002	\$0.156	\$4.76	\$4.87

$3.$ Changed Offer date

The date of the Offer is changed from 9 December to 13 December 2004. All other dates in the Bidder's Statement remain unchanged.

Authorisation

A copy of this Supplementary Bidder's Statement was lodged with ASIC on 9 December 2004. Neither ASIC nor any of its officers takes any responsibility for the contents of this Supplementary Bidder's Statement.

SIGNED by HUGH THORBURN on behalf of STML, who is authorised to sign this Supplementary Bidder's Statement pursuant to a resolution passed by all the directors of STML on 8 December 2004.

Dated: 9 December 2004

Hugh Thorburn Director

1.2 Why you should accept the Offer

THIS PAGE REPLACES PAGE 6 OF THE BIDDER'S STATEMENT

A offer valif

The Offer Value used in the Bidder's Statement is \$3.65 per GPT Unit, based on the five day volume weighted average price ("VWAP") of Stockland Securities to 5 November 2004 of \$6.00. The Offer Value was calculated by multiplying the Stockland Securities VWAP of \$6.00 by 0.608, without adjustment for future distributions.

The Stockland Securities VWAP for the five trading days to 7 December 2004, being the most recent period available prior to the printing of this Supplementary Bidder's Statement, was \$5.93. Based on that price, the value of the Offer is \$3.61 per GPT Unit, without adjustment for future distributions. However, the value of the Offer will continue to change during the Offer Period as the Stockland Security price changes.

The value of the Offer at 7 December 2004 of \$3.61 is less than the five day VWAP of \$3.66 for GPT Units for the same period. The market price of GPT Units is affected by takeover speculation and Stockland's Offer. The value of the Offer as at 7 December 2004:

• represents a premium of 32% to the net tangible asset backing of GPT of \$2.74 per Unit as at 30 June 2004
• represents a premium of 19% to the three-month GPT Unit VWAP of \$3.03 to 19 May 2004, the day before trading in GPT Units was suspended prior to the initial Lend Lease Stapling Proposal announcement
• is 1.4% less than the five day VWAP of GPT Units to 7 December 2004.

INCREASED EARNINGS AND DISTRIBUTIONS

Annualised increased for the year to 30 June 2005 compared to GPT standalone;

• 8.4% increased in earnings per unit; and
• 7.1% increase in distribution per unit

LEADING DIVERSIFIED PROPERTY GROUP

• The merger will create Australia's leading diversified property group with more than \$15 billion in tangible assets
• Stockland's business model is complementary to that of GPT
• Integrated operating platform from which to grow
• Access to a high quality, well diversified Australian residential development business
• Lower gearing than GPT's current levels

STOCKLAND'S SECURITY HOLDER RETURNS

• Stockland has consistently outperformed its peers and the overall LPT sector
• Stockland has a successful track record of integrating and creating value from LPT mergers

STOCKLAND'S PERFORMANCE RECORD

• Stockland has delivered 22 years of consecutive profit growth (before significant items)
• Growth is forecast to continue in 2005
• Depth and stability of management
• Experienced in internalised management structure

FULLY ALIGNED MANAGEMENT

• Assets managed by the owner
• No management fees paid to third parties for wholly owned properties
• All returns remain with Stockland Security Holders

THIS PAGE REPLACES PAGE 7 OF THE BIDDER'S STATEMENT.

The Offer Value used in the Bidder's Statement is \$3.65 per GPT Unit, based on the five day volume weighted average price ("VWAP") of Stockland Securities to 5 November 2004 of \$6.00. The Offer Value was calculated by multiplying the Stockland Securities VWAP of \$6.00 by 0.608, without adjustment for future distributions.

The Stockland Securities VWAP for the five trading days to 7 December 2004, being the most recent period available prior to the printing of this Supplementary Bidder's Statement, was \$5.93. Based on that price, the value of the Offer is \$3.61 per GPT Unit, without adjustment for future distributions. However, the value of the Offer will continue to change during the Offer Period as the Stockland Security price changes.

The value of the Offer at 7 December 2004 of \$3.61 is less than the five day VWAP of \$3.66 for GPT Units for the same period. The market price of GPT Units is affected by takeover speculation and Stockland's Offer. The value of the Offer as at 7 December 2004:

• represents a premium of 32% to the net tangible asset backing of GPT of \$2.74 per Unit as at 30 June 2004
• represents a premium of 19% to the three-month GPT Unit VWAP of \$3.03 to 19 May 2004, the day before trading in GPT Units was suspended prior to the initial Lend Lease Stapling Proposal announcement
• is 1.4% less than the five day VWAP of GPT Units to 7 December 2004.

VALUE COMPARISON

Based on 5 day VWAP of Stockland Securities to 5 November 2004 of \$6.00 $(1)$ $(2)$ Based on 5 day VWAP of Stockland Securities to 7 December 2004 of \$5.93.

Source: IRESS and GPT Explanatory Memorandum dated 15 October 2004.

PREMIUM TO GPT TRADING PRICE

$(1)$ Based on 5 day VWAP of Stockland Securities to 7 December 2004 of \$5.93. $(2)$

Source: IRESS.