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GPT GROUP Regulatory Filings 2004

Nov 9, 2004

65009_rns_2004-11-09_bafcece9-0c6c-4b86-9629-2322d95ed2be.pdf

Regulatory Filings

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as Responsible Entity and Inustee of GPT Split Trust ABN 85 511 466 045 Level 4 30 The Bond

GPT Management Limited ABN 94 000 335 473

30 Hickson Read Milless Point NSW 2000 Australia

GPT Unitholder Service Cantre Freecall 1800 025 095 Facsimile 02 9236 6020

[email protected]

www.apt.com.au

10 November 2004

Companies Announcement Office Australian Stock Exchange Limited Exchange Centre Level 6 20 Bridge Street Sydney NSW 2000

By electronic lodgement

Dear Sir

GPT Split Trust

In accordance with Listing Rule 3.17, enclosed is a letter to be sent to GPT Split Trust Unitholders in connection with the proposed merger of General Property Trust with Lend Lease Corporation Limited.

Yours faithfully GPT MANAGEMENT LIMITED

James Coyne Company Secretary

The GPT Notice of Meeting and Explanatory Memorandum is also a prospectus for Lend Lease Corporation Limited shares. It was lodged with the Australian Securities and Investments Commission on 15 October 2004. The offers of the Lend Lease shares will be made in the prospectus. Anyone wishing to acquire the shares must be a member of General Property Trust (ARSN 090 110 357) on the record date specified in the prospectus.

GPT Management Limited as the responsible entity of the General Property Trust is the issuer of GPT units. The Lend Lease Notice of Meeting and Explanatory Memorandum is also a product disclosure statement for GPT units. It was lodged with the Australian Securities and Investments Commission on 15 October 2004 and is expected to be distributed to the holders of Lend Lease shares on or about 18 October 2004. Lend Lease shareholders should consider the product disclosure statement for the GPT units in deciding whether to acquire the GPT units.

10 November 2004

Dear Unitholder

On Monday 8 November 2004 Stockland announced a proposal to acquire all of the units in General Property Trust. GPT is familiar with Stockland as we operate in the same sector.

Conscious of the proximity of the Meeting of Unitholders to vote on the proposed merger with Lend Lease and the need to advise unitholders of any change to the recommendation or timetable in relation to this proposal, the Board (as comprised by the Independent Directors only) reviewed this proposal as a matter of urgency. The Board took advice from its legal, financial and governance advisers. In addition, it asked the Independent Expert, Grant Samuel, to indicate whether it considered the Stockland proposal to be 'superior' to the Lend Lease merger proposal.

The Board consequently formed the view that the Stockland proposal is not superior to the proposed merger with Lend Lease and therefore that it does not warrant a change in the Board's current recommendation to vote FOR the Lend Lease proposal. This view is supported by the Independent Expert.

The details of the Board's response to the Stockland proposal are contained in an Australian Stock Exchange announcement, which was issued by GPT today. This announcement is available on the GPT website (at www.gpt.com.au).

Accordingly the Meeting of Split Trust Unitholders will proceed as planned on Monday 15 November 2004 and the Meeting of GPT Unitholders to vote on the merger proposal will proceed on Wednesday 17 November 2004.

Please note that Proxy Forms must be received by the Registry by 2.00pm on 13 November 2004. If you have already lodged a proxy form and wish to change the proxy, please contact GPT's Registry on 1800 025 095 or alternatively you may attend the meeting to vote.

Yours sincerely

Nic Lyons Chief Executive

GPT Management Limited ABN 94 000 335 473 as Responsible Entity and Trustee of GPT Split Trust ABN 85.511 466 045

Level 4 30 The Boad 30 Hickson Road Millers Point NSW 2000 Australia

GPT Unitholder Service Centre Errencall 1800 025 095 Facsimile 0293838146

[email protected]

www.gpt.com.au