GPT GROUP — Regulatory Filings 2004

Nov 9, 2004

10 November 2004

$1$ aval $16$ 157 Liverpool Street SYDNEY NSW 2000

www.stockland.com.au

Tel: 02 9321 1500 Fax: 02 9321 1599

STOCKLAND MAINTAINS OFFER

Stockland today announced it will maintain its offer to GPT unitholders of 0.608 Stockland Stapled Security for each GPT unit, following the decision today of the GPT Independent Directors to proceed with the GPT unitholder meeting on 17 November 2004.

Stockland Managing Director Matthew Quinn said. "Stockland welcomes the opportunity for unitholders to decide with whom to merge into the future. We continue to believe that the Stockland offer is the superior proposal before the GPT unitholders.

"The choice for the future facing the GPT unitholders is one between Stockland and Lend Lease. The issue for GPT unitholders is what risk profile they wish to be exposed to," he said.

Financial Criteria

The GPT announcement refers to certain financial comparisons between the Stockland offer and the proposed Lend Lease scheme. The announcement notes that the Lend Lease scheme has higher distributions per equivalent GPT unit, but not the fact that it has lower earnings per unit.

The higher distributions are based on a payout ratio of corporate earnings under the Lend Lease proposal in excess of an estimated 128%, versus Stockland's policy of distributing only 90% of corporation earnings.

This disparity exists notwithstanding the fact that much of Lend Lease's corporate earnings are derived from its construction business, which is generally considered to be much higher risk than the residential development activities of Stockland, and subject to foreign exchange risk.

All comparative financial parameters, with the exception of distribution yield, where Lend Lease are distributing significantly more than they earn, indicate that the Stockland proposal is superior.

	SGP Offer	LLC Schemes
EPU	24.4	24.2
DPU	24.2	26.4
Corporate Payout Ratio	90%	>128%
NTA	2.50	2.12
Gearing (Debt/TTA)	27%	31%

Table One - Key Facts

A Superior Offer

Stockland's offer remains superior to the scheme put by Lend Lease to GPT unitholders.

• A Superior Business Model
• Stockland provides a consistent investment for GPT unitholders. Its quality investment properties and residential developments are based primarily in Australia;
• Lend Lease brings higher risk third party construction business to GPT, comprising 20% of EBIT:
• The Stockland proposal has significantly lower gearing than the Lend Lease scheme. and this means that the higher risk with the Lend Lease scheme is compounded by higher leverage.
• A Superior Performance Track Record
• Stockland has a sustained track record of performance, with 22 years of consecutive profit growth. Furthermore, current operational results are strong. Stockland securityholders have received a 19.8% return per annum over the last 5 years;
• Lend Lease has presided over significant erosion of shareholder value. Less than 6 months ago. Lend Lease revealed losses of \$55 million in its core Australian construction business. Over the last 5 years, Lend Lease returned negative 6.0% per annum to investors.
• Superior Management for Combined Stockland/GPT
• Stockland has a stable and experienced senior management team and Board, leading a property group that has been a stapled security since 1988, with a meticulous approach to corporate governance practices for the stapled security structure. Included in that management team are many executives with great experience in regional shopping centres. Stockland has demonstrated significant capability in managing large and diversified property portfolios, including the integration of new portfolios. Stockland also has extensive experience with integrated development assets, including shopping centre redevelopments.
• Superior Financials proposed to GPT unitholders
• Stockland's proposal offers GPT unitholders a higher EPU, higher NTA per security. and lower debt ratios. The corporate payout ratio is maintained at 90%. Stockland believes that reliance on capital or historical retained earnings in paying distributions in excess of 100% of earnings is neither sustainable nor appropriate for investors;
• Lend Lease relies on a group payout ratio of 109% and an implied corporate payout ratio of over 128%, as well as foreign currency risk embedded within a higher risk construction business.

Table Two - EBIT Sources

	स्वन्नला क	EXPERIENCE
Trust
Retail	42%	30%
Commercial	29%	17%
Industrial	7%	2%
Tourism	6%	5%
Total Trust	84%	54%
Corporate
Development	16%	15%
Other investments		10%
Construction		20%
Funds Management		$1\%$
Total Corporate	16%	46%
TOTAL	100%	100%

Preemptive Rights - Twin Waters and Rouse Hill

Based on the information provided by Lend Lease and GPT, there are no material issues in respect of pre-emptive rights that affect Stockland's offer. Where Lend Lease has indicated they have pre emptive rights, these properties have already been excluded from the Stockland financial models.

Preemptive Rights - Change of Responsible Entity (RE)

GPT has indicated previously (GPT statement 11 April 2003) that existing preemptive rights are capable of different interpretations, are in any event at market value, and are not material. In one case, they have been reviewed and found not to apply.

Transfer of Records

Furthermore, there are no issues relating to the transfer of records. The Corporations Act (section 601FR) requires that if the RE changes, the former RE must provide the new RE any books and provide reasonable assistance to facilitate the change. In addition, GPT's constitution requires a retiring RE to give the new RE all books, documents and records relating to GPT. Finally, it is common practice in property management agreements for data to be freely provided to the new managers of properties and it would be surprising if similar market practices were not found in the current GPT/Lend Lease management arrangements.

Superior Performance

All the Stockland businesses are performing well. The merger with GPT would enhance this strength for existing Stockland investors. For GPT investors, the Stockland offer represents a superior future - a known track record, a familiar investment and a lower risk proposition.

Stockland has announced a profit upgrade with a forecast of 39.7 cents EPS and 38.8 cents DPS for FY05

GPT Independent Expert's New Report

The Independent Expert to the Independent Directors of GPT has revised its valuation implied for GPT units, from a range of \$3.55-\$3.67 a month ago, to \$3.72 now. This is based simply on the trading price of the target, ignoring the probability that the target would be trading at a premium to offer value, due to speculation regarding other bids. Their new report appears to value Stockland's offer in the range of \$3.57-\$3.66. The Independent Expert acknowledges that the Lend Lease scheme is a higher risk proposal.

The Independent Expert mentions growth as a factor to be considered, especially when analysing risk and return. Stockland agrees: compare Stockland's 5 year return of nearly 20% per annum to that of Lend Lease: negative 6% per annum. Lend Lease state that they will target a growth of 7%. They acknowledge that the 7% target is not a forecast and that it should not be relied upon as such. Stockland will continue to target superior performance, as demonstrated throughout its history.

The Independent Expert notes that any decision by GPT unitholders in relation to the Lend Lease proposal or the Stockland offer should be based on documents prepared for that purpose. Stockland's bidder's statement will be available for lodgement within two weeks. The timing of Stockland's offer was dictated by the need to carefully analyse the contents of the GPT Explanatory Memorandum. It is unfortunate that the Independent Expert has not sought to review Stockland's forecasts and other relevant information in arriving at their conclusion. Such data would be available, if requested.

The Independent Expert states that the Stockland offer is not superior to the Lend Lease proposal. Stockland disagrees. The value/risk proposal from Stockland is superior to that proposed by Lend Lease.

For media enquiries contact:

Kristen Hannah EGM Corporate Affairs Stockland Tel: 02 9020 8134 Mobile: 0409 603 369 For investor enquiries contact:

Johanna Keating GM Investor Relations Stockland Tel: 02 9321 1529 Mobile: 0409 168 848