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GPT GROUP Regulatory Filings 2004

Nov 9, 2004

65009_rns_2004-11-09_c699f7c3-1044-4f24-bf71-fd24e731662f.pdf

Regulatory Filings

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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

General Property Trust

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

GENERAL PROPERTY TRUST

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.

GPT Management Limited ABN 94 000 335 473 as Responsible Entity and Trustee of General Property Trust ABN 58 071 755 609

Level 4 30 The Bond 30 Hickson Road Millions Point AISW 2000 Australia

GPT Unitholder Service Centre Freecal 1800 025 095 Facsimile 02 9236 6020

[email protected]

www.got.com.au

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 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 merger 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).

The Meeting of Unitholders to vote on the merger proposal will be held at 2.30pm on Wednesday 17 November 2004, as outlined in the Notice of Meeting and Explanatory Memorandum.

Unitholders are reminded that all Proxy and Election forms must be received by the Registry no later than 5pm on Monday 15 November. 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.

If you have any questions, please call the Unitholder Information Line on 1800 350 150.

Yours sincerely

Peter Joseph Chairman of the GPT Board as comprised by its Independent Directors

GPT Management Limited ABN 94 000 335 473 as Responsible Entity and Trustee of General Property Trust ABN 58 071 755 609

I must A 30 The Bond 30 Hickson Road Millers Point NSW 2000 Australia

GPT Unitholder Service Centre Freecall 1800 025 095 Facsimile 0293838146

[email protected]

www.gpt.com.au